Legal

Product Terms

Last modified: December 31, 2024

  • Adding Section 5.0 Sandbox Environment

September 25, 2024

  • Adding Section 2.6 for Investor Servicing Module
  • Minor updates to feature descriptions in Section 3.0

PLEASE READ THESE TERMS CAREFULLY.

The Eleven Product Specific Description and Terms are intended to highlight some of the important things about using our different products. If you are using any of the product(s) or service(s) described below, the terms corresponding to those product(s) apply to your use. We periodically update this page, so please check back here for current information.

  1. Investor Account

  2. Manager Accounts

  3. Fund Administrator Account
  4. Marketplace Account
  5. Sandbox Environment
  6. Messages
  7. Service Uptime Commitment
  8. Customer Support

1.0 Investor Account

The Investor Account is a free, permission-based account on Eleven that gives a User a single license to centrally access information, documents, data and opportunities that the User has been permissioned to receive through the Platform by any number of other Users, including, but not limited to, Fund Administrator Account Users (e.g. for delivering investment related information and communications), Fund Manager Account Users (e.g. for delivering information and materials) and Investor Account users being serviced by a Fund Administrator Account (e.g. for granting you access to certain of the User’s investment information).

Other Users can create your Account and/or manage your access to information they control, with such Users, in respect of your relationship to them, being a “Data Controller.” You may contact each Data Controller about the information, permissions and communications they are managing between your Account and them and request that they revoke your access to or remove certain information and/or terminate their communications with you using the Platform, however, each Data Controller may respond in accordance with their own policies, and Eleven is not responsible or liable for any actions or failures by the Data Controller. Investor Accounts also have certain features to manage certain preferences, including, in some cases, what information you want access to.

1.1 Description of Investor Account functionality:

Investor Accounts have a growing and evolving list of features, functionality and workflows engineered to make it easier to access and manage information, data and opportunities easier; interact, engage and communicate with information and people and transact electronically in private investment opportunities. The Investor Account includes, and is not limited to, a collection of the following features and workflows:

  • Dashboard

    This section is a snapshot of information to which you have been given permission which includes Diligence Completion, an update on Fund Performance and any recent Documentation from either the Fund Manager or Fund Administrator.

  • Find

    Available for users with access to multiple products/offerings/managers/marketplaces. Investor Account Users can filter for the universe of opportunities that they have been given access to by the Fund Manager, a Fund Administrator, or a third party Marketplace, who can grant you further access to their curated suite of products. Eleven is a closed network and therefore all information and data is permission based.

  • Research

    Available for users with access to multiple products/offerings/managers/marketplaces. This section allows the investor Account User to track the opportunities they care the most about, by listing the managers on which they are performing due-diligence, and track the progress of such.

  • Investor Profiles

    Users can create and save any number of profiles describing either themselves, or an entity that they control, as a qualified investor; set up “Investor Contacts” ( other Users who should have certain access to information relating to their investments); define themselves as Accredited Investors or Qualified Purchasers (as defined by the Securities and Exchange Commission in Rule 501 of Regulation D), and upload and maintain certain KYC documentation. The Investor Profiles allow Investors to transact with an opportunity they have been given access to on the Platform.

    The Investor Profile wizards are dynamic in nature. The questions automatically update as the User is answering questions and is therefore based on those answers. It is the User of an Investor Account’s responsibility to verify the accuracy of all information in their account (including their Accredited Investor status, for example), as per Eleven’s Terms of Use (available at https://platformeleven.io/terms).

  • Transactions

    The Investor Account also offers the ability for Users to complete and submit electronically signed transactions online for opportunities that offer transactional capabilities using Eleven through Manager Accounts, including Manager Accounts powered by Fund Administrators that offer and support this capability.

    Each Investor has access to their transaction activity. It includes visibility over the status of their transactions, information submitted as part of the transaction, and activity logs and workflows relating to viewing and managing their transactions and the corresponding investments.

  • Manager Portals

    Investors may be permissioned to access Manager Portals, which are “virtual stores” that are operated by Users of Manager Accounts and/or certain Fund Administrator Accounts operating Manager Portals (in whole or in part) on behalf of their clients. Manager Portals may contain general information about the manager; permission-based access to information, data, dashboards and analytics about their opportunities; marketing documents; due diligence documents; and information provided by Fund Administrators to you, as an investor in an offering by the investment manager.

  • Permissioned Documents

    If you have been permissioned to receive investment-related documents from other Users of Investor Accounts or Fund Administrator Accounts, you will have access to the documents that they have permissioned you to receive.

  • Getting access to more information

    Investor Accounts provide Users with features to i) invite other fund managers they know to create a free Basic Manager Account and ii) for self-certified Accredited Investors to have the option apply for access to marketplaces that are operated under the Marketplace Account.

1.2 Retrieval of User Content or Materials

For any Investor Account, we will not provide you with any access to data after termination of your account. If you want to retain any data or documentation after your account is terminated, we recommend you export that data or documents (where applicable) from your Eleven account in advance.

1.3 Unified Database

By using the Platform, you understand that all contact information and personal identifying data will be stored in a unified database with your account, and that various workflows you use, and other Users may be using to service or interact with you, will pull from this database.

1.4 Investor representations

You understand that transactions in a private securities are subject to local laws and regulations and represent that any transactions you make will be in compliance with the applicable laws and regulations.

You understand that Eleven has not reviewed, does not endorse, and is not in any way involved in the offer or sale of any investment product that may have information hosted through Eleven’s portal. Eleven provides or allows the use of links to third party content only as a matter of convenience, and in no event shall Eleven be responsible for any contents, products or other materials on or available through Eleven’s hosted platform.

AIFMD REVERSE SOLICITATION. THE EUROPEAN UNION’S ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (AIFMD), EFFECTIVE AS OF JULY 22, 2013, IMPOSES EXTENSIVE OPERATIONAL AND OTHER REQUIREMENTS ON ALTERNATIVE INVESTMENT MANAGERS, INCLUDING NON-EU MANAGERS THAT ACTIVELY MARKET THEIR FUNDS TO INVESTORS WITHIN THE EUROPEAN UNION. BY AGREEING TO OUR TERMS OF USE AND USING YOUR INVESTOR ACCOUNT, YOU AFFIRMATIVELY REQUEST TO RECEIVE MARKETING MATERIALS, ON-GOING SERVICE INFORMATION AND DIRECT CONTACT FROM ALL OF THE PLATFORM MANAGERS WHO YOU SELECTED TO FOLLOW OR REQUESTED ACCESS TO THEIR PORTALS, IRRESPECTIVE OF WHETHER THEY ARE AIFMD COMPLIANT OR NOT. THIS REQUEST WILL BE TREATED AS AN ON-GOING REQUEST TO RECEIVE MARKETING MATERIALS SO LONG AS YOUR ACCOUNT REMAINS ACTIVE AND YOU SHALL CONTACT US IN WRITING SHOULD YOU WISH TO CANCEL OR SUSPEND THIS REQUEST. YOU UNDERSTAND THAT THE MANAGERS USING THE PLATFORM RELY ON THIS REQUEST IN ORDER TO COMPLY WITH VARIOUS REGULATORY REQUIREMENTS IN THE EU.

BY ACCEPTING THIS AGREEMENT, YOU INDICATE YOUR ACCEPTANCE OF THESE PRODUCT TERMS AND CONFIRM THAT YOU (OR ANYONE ON WHOSE BEHALF YOU MAY BE ACTING) ARE A QUALIFIED INVESTOR AND THAT YOU ARE ABLE TO USE THE SERVICE AND RECEIVE THE CONTENT UNDER APPLICABLE LAW OR, IF YOU ARE AN AGENT OF A QUALIFIED INVESTOR, THAT YOU ACT ONLY ON BEHALF OF SUCH QUALIFIED INVESTOR AND THAT YOU ARE ABLE TO USE THE SERVICES IN YOUR CAPACITY AS AGENT AND RECEIVE THE CONTENT UNDER APPLICABLE LAW. SUCH ACCEPTANCE IS ON YOUR BEHALF AND ON BEHALF OF ANY ENTITY THAT EMPLOYS YOU AND/OR THAT YOU REPRESENT IN CONNECTION WITH YOUR USE OF THE SERVICE. IN THIS SECTION, “YOU” INCLUDES YOU INDIVIDUALLY, AND EACH ENTITY THAT YOU REPRESENT. IF YOU DO NOT ACCEPT THESE TERMS OF USE AND/OR DO NOT OTHERWISE HAVE PERMISSION TO USE THE SERVICE DIRECTLY OR ON BEHALF OF THE ENTITY THAT YOU REPRESENT, YOU SHOULD NOT ACCEPT THIS AGREEMENT AND IMMEDIATELY EXIT THIS WEBSITE.

2.0 Manager Accounts

Manager Accounts are for qualified fund managers, deal sponsors and other managers of private investments to streamline, accelerate, simplify and digitize their fundraising, private placement and investor relations processes. The technology helps fund managers drive investor engagement, increase security, compliance and oversight, and unify the investor experience. The Manager Accounts aim to offer an all-in-one platform, combining features and functionality often used across multiple software licenses, subscriptions and solutions in one integrated, online environment.

Manager Accounts are governed by the Manager Account Agreement. By using a Manager Account, you agree to its terms.

2.1 Overview

The Manager Account is free, subject to certain limits (provide below), and it includes access to upgradable, premium modules.

Users of the Manager Account can launch their own "digital store" or "virtual marketplace," where they can upload information, data and documentation about their firm and offerings and securely share it, using a permission-based system.

The Manager Account can: 1) operate on a stand-alone basis solely by you or your firm, or 2) be launched, powered or extended by a fund administrator using a Fund Administrator Account to service your firm. Fund Administrators who are servicing one (or many) of your fund offerings (including managing the subscription process), have the tools to distribute information, data and documents to investors on your behalf. Any such action by the Fund Administrator is governed and authorized solely in accordance with any Fund Administration agreement entered into between the Fund Manager and Fund Administrator, to which Eleven is not a party. Furthermore, as per Eleven’s Terms of Use, Eleven has no resulting obligations in terms of the accuracy of any User Content in a Fund Manager Account, nor the distribution to any other party through the Platform.

Every Virtual Marketplace may be accessed with a unique Eleven-hosted URL (“Manager URL”) address with a shortened and hyphenated version of the investment manager’s name, for example: https://platformeleven.io/sample-manager.

The Virtual Marketplace is a modular system that includes several main sections: Home, Offerings, Documents, My Investments and Transact. The Home page, Documents and some pages in Offerings may be accessed by the active relationships you have in your People (as described further below). Visibility of your Offerings can also be limited to relationships that certify that they are an “Accredited Investor” and which a Fund Manager has independently verified. Access to certain pages and document libraries for your specific offerings are permission-based.

The Manager Account is an entity-level account (versus an individual User Account) where multiple Users can have access to the same Manager Account License.

2.2. Description of functionality

The Manager Account entails a number of integrated features packaged into two principal sections: Engagement and Build Your Portal.

Engagement

The Engagement area includes the following subsections:

  • People. People is a proprietary and integrated CRM to set up, organize, message and monitor your relationships and permission your relationships for access to various pages and data rooms or document libraries inside your Virtual Marketplace. People allows for bulk activity, including outgoing messaging with mail merge functionality, group conversations to Contacts, labeling and permissioning.
  • Person. Each of your relationships in People has their own page which allows you to see certain profile information, the message history between the person, you and other users of your firm, their investments with you, and certain other timeline activity. It is also a place for you to log notes, manage permissions and set up tasks relating to this person.
  • Messages. Messages is a location to centrally see all messages sent and received by you and other licensed users for your company.
  • Templates. Templates lets users draft and save email templates, including certain mail merge fields, which can be used while messaging your relationships.
  • Tasks. A user can create internal tasks for other users on the fund manager’s team/account. There is no limit to the number of tasks that can be created in the Manager Account.
  • Insights. Insight displays summarized activity surrounding how your relationships interact with your Virtual Marketplace.
  • Transactions. Transactions is an area to view and monitor transactional activity made through your Virtual Marketplace or added by a fund administrator servicing one or more of your offerings with a Fund Administrator Account.

Build your portal

Build Your Portal is an administrative, user-friendly area to build and maintain information, offerings and documents available in your Virtual Marketplace and manage certain settings.

  • Firm. The Firm area has the features to build and manage your "Home" tab. It provides a space to deliver general information about the investment manager, including a description of your firm, your logo, your team (including photos, titles and biographies), regulatory information (including links to 13F-HR filings and Form ADV, if applicable), recent stories and tweets that are automatically picked up by Eleven’s technology and any media provided by the fund manager.
  • Offerings. The Offerings area allows you to list any offerings that your company manages (e.g. hedge fund, private equity funds, private deals) and provide access-controlled data rooms for each offering with certain pages customized for the type of offering you create. Open-end funds, such as hedge funds, for example, come with a Performance page that automatically generates and displays various performance analytics, statistics, charts, calculations and comparisons from the fund’s monthly track record and benchmark data you add for the offering.
  • Benchmarks. Benchmarks allows you to display the most relevant benchmarks for each of your offerings and also manage the benchmark NAVs.
  • Documents. Your company and each of your offerings come with a permission-based area for you to securely host and share documents with certain of your relationships. You may also launch other document libraries to provide separate access control layers for each group of documents. Documents are permissioned at the library level.
  • Login / Registration Page. Every manager automatically receives i) a publicly hosted login page for their relationships to securely access their Virtual Marketplace behind their Manager URL and ii) a registration page for people to register for access to their Virtual Marketplace. If you publish your company’s website on Eleven, your Login Page will automatically link back to your website on these pages. Additionally, you are free to add a link with your Manager URL on your company’s website in the primary navigation bar with a button containing the text “Login”, “Client Login”, “Client Portal”, “Investor Login” or “Investor Portal”. The Login / Registration page also benefits from corresponding workflows for loss / retrieval of login credentials as per industry best-practice.
  • Download center. Export contacts and other information in your portal anytime.

2.3 Limits

  • Users. Manager Accounts come with one (1) free User. Users of Fund Administrator Accounts, however, may add up to three (3) free Users for their clients with Manager Accounts. Each additional User added to the Manager Account is $99 / month. Every user has administrative privileges for Manager Account.
  • Relationships. The Manager Account allows you to service 1,000 relationships for free, excluding any investors in your offerings setup by your fund administrator through the Fund Administrator Account.
  • Templates. Manager Accounts include one default “welcome” Template for inviting new people to your portal and one customizable Template.
  • Labels. You may create an unlimited number of labels to organize your relationships into custom groups.
  • Offerings, Libraries and Data Rooms. You may create and manage an unlimited number of Offerings, Libraries and/or Data Rooms.
  • Document storage. You may store up to 1 GB of documents in your data room or document libraries for free.
  • Messaging. You may send up to 1,000 messages / month. Higher email volumes required a Dedicated Email Domain and a Pro Manager Account.
  • Contacts. You may service up to 1,000 contacts in your Account. Additional contacts are billed at $0.33/contact/month.

2.3 Upgradable modules

Users of Manager Accounts can upgrade to various premium modules and services while logged in. The premium modules include: Pro, Digital Transactions and Dedicated Email Domain. Pricing and additional terms for each module are provided during the upgrade, subscription or purchase process.

2.3 (a) Pro

(i) Description of functionality

Pro is a premium, subscription-based version of the Manager Account that provides more features, tools and information. It allows users of the Manager Account to take a more active role in servicing their investor relationships. It is designed to help accelerate the fundraising process, improve conversion rates and improve your brand and investor experience. Eleven charges a monthly license fee for Pro based on the assets your company manages.

Pro includes all the features of the Manager Account, plus other premium features, including:

  • Portal. Full company portal with modular pages, including Home, Offerings, Documents, My Investments and Transact, and modular sub-pages within each page.
  • Documents. Create unlimited libraries and custom folders, manage documents in your portal, set up real-time reader notifications, and access real-time read information and page-by-page analytics.
  • People. Add, view, manage, monitor, permission, search, label, filter for and message your relationships.
  • Person. Access the complete timeline of every relationship, including visits, messages sent, messages read, notes, tasks, relationship changes, nda acceptances; control library/offering visibility and access rights; access investment information; gain a window into their entire visit history with you.
  • Visibility controls. Toggle which Offerings, Libraries and Data Rooms specific relationships can see.
  • White labeling and custom branding. Customize your Login and Registration Pages with your company’s logo and colors and upload a background image. Include your company logo and colors in the messages you send.
  • Transparency. Unlock the Insights platform to provide granular visibility into the activity surrounding your documents and data in your Virtual Marketplace, including page visits and document reads.
  • Segmented messaging. Identify and message your visitors either individually or in bulk based on their activity in your Virtual Marketplace.
  • Diligence insights. Obtain a comprehensive view of how each of your relationship’s have interacted (or not) with your content.
  • Document insights. Obtain transparency and insights on a per page basis for each document and reader.
  • Custom dashboards. Build customizable, branded digital dashboards for each offering with charts, tables, pictures, text and more.
  • NDA workflows. Integrated NDA workflows for your portal
  • User management. Advanced / enterprise-level user role management and permissioning for your internal Users.
  • Manage downloading. Enable certain documents to be downloaded.
  • Voting by investors. Automate your voting procedures and campaigns with your investors, and watch and track results in real-time.

(ii) Limits

Pro has the same limits as the Manager Account, except as provided below:

  • Users. Each User in the Manager Account is billed at $99 / month / user.
  • Relationships. Up to 10,000 relationships, excluding any investors in your offerings setup by your fund administrator through the Fund Administrator Account. Each additional block of 1,000 relationships is billed at $200 / month.
  • Templates. Unlimited.
  • Document storage. Up to 10 GB.
  • Messaging. Up to 1,000 messages per month. Higher email volumes required a Dedicated Email Domain.
  • Dedicated IP. Mass messaging requires a dedicated IP address and sending emails through your email domain. This service is charged at $99 / month.
  • Contacts. You may service up to 10,000 contacts in your Account. Additional contacts are billed at $0.33/contact/month.

2.3 (b) Digital Transactions.

(i) Description of functionality

Digital Transactions allows you to digitize your transaction documents (e.g. subscription documents) to provide your relationships with the ability to transact online inside your Virtual Marketplace. Your current documentation is digitized and put into a secure, scalable wizard for investors to use, making the process faster, more accurate and more secure. Investors can start from scratch or apply any of their saved Investor Profiles to the transaction for even faster execution.

This module includes, among more features, electronic signature workflows, investor onboarding / KYC workflows, transaction reviewing, processing and approving workflows, the possibility for straight-through processing, options for tokenization and reusable Investor Profiles for making future investments and keeping profile information current.

(ii) Digitization Service

Eleven provides a service to digitize your offering documents (the "Digitization Service"). This service converts your PDF into a digital and dynamic wizard that Investor Users will use to easily, accurately, securely and digitally complete, sign and submit your transaction document.

We charge Digitization Fees based on the type of transaction document. We currently charge an upfront fee of $4,000 for a subscription documents, $500 for additional investment documents and $100 for redemption documents.

Subscription documents include up to 15 hours of digitization services. Additional documents include 2 hours and redemption documents include 1 hour. Any requested or required digitization services beyond the included hours of work may be invoiced and charged at our hourly rate, or billed in advance at a mutually agreed project cost, and will be communicated to you in advance.

For multiple offerings, digital mappings that can be cloned from prior mappings in your account are free.

(iii) Pricing

Eleven charges a transaction processing fee for each transaction submitted. The fees vary by transaction type. Eleven charges $99 for subscriptions, $49 for additional investments and $29 for redemptions.

2.3 (c) Dedicated Email Domain.

Pro Manager Accounts can send emails from Eleven using a dedicated IP address with their own email domains. To use this service, you will need to have administrative access to your DNS records. Eleven will perform the initial configuration and send you instructions to add records to the DNS for the email domain you own.

The Dedicated Email Domain service is a premium service that may be launched at anytime. A Dedicated Email Domain and a Pro Manager Account is required if your company is sending more than 1,000 emails per month.

Dedicated Email Domain starts at $99 / month with pricing based on your messaging volumes. Additional pricing information is provided in the Email Domain section of the Company area when you are logged in. The first payment will be prorated for the number of days remaining in the month if the start date does not occur on the first of the month.

2.4 Connectivity with your fund administrator

If your firm is serviced by a fund administrator through a Fund Administrator Account, certain users for the Fund Administrator Account may have write access to certain areas of your Virtual Marketplace. For instance, your fund administrator may be able to edit your Home page, add the Offerings that they service to your Virtual Marketplace, hide certain tabs, design your publicly facing Login Pages, populate and manage your My Investments area and set up some of your documentation (such as subscription and redemption documents) for electronic submissions and processing in your Transact area.

Additionally, some of the areas in your Virtual Marketplace may have their company name and logo on it, as well as names of the Users at your fund administrator, such as when indicating the name of the publisher of a document, or the name of a sender of a message.

Fund Administrators, in their separate licensing contracts with us, represent and warrant that they have authority to launch (if you don’t have one already) and maintain your Virtual Marketplace, service your investors through your Virtual Marketplace and create a Manager Account license for your firm and create accounts for you and certain members on your team to the Manager Account.

If your fund administrator is servicing your existing investors through the Fund Administrator Account, your investors may also gain access to digital transactions and straight-through electronic processing to this fund administrator and also be serviced by your fund administrator in your same Virtual Marketplace.

2.5 Connectivity to your own Investor Account

All Manager Accounts provide an ability to toggle from your company’s Manager Account into your own, personal Investor Account. Any information you are personally permissioned to access under your email address through your company’s Manager Account or other Accounts will be available here.

2.6 Licensing the Fund Administrator Account

Manager Accounts may also license a Fund Administrator Account as a premium add-on service to your Manager Account. The "Investor Servicing Module" provides the integrated technology used to service investors and contacts inside the My Investments tab of your Investor Portal. It comes with the full suite of features and capabilities of the Fund Administrator Account, however, you are only permitted to use this Account to service your Manager Account and offerings managed by you.

The Investor Servicing Module is subject to a $1,000 per month minimum with the base license fee determined by the number of Offerings and Users in the account.

2.7 User Roles

All Users under the Manager Account receive full administrative privileges for the account, which includes access to information, contacts, documents, data and activity and all functionality, such as read and write capabilities, messaging and uploading and editing content.

Only individuals that have permission to upload and distribute documents and data about your company; add, view, permission and message contacts; and see visitor activity should be added as Users.

3.0. Fund Administrator Accounts

Through Eleven Enterprise License, Eleven provides fund administrators a central, online environment to service their clients, their clients' investors and the contacts of their clients' investors through a virtual marketplace environment for each of their clients.

3.1. Description of features

The Fund Administrator Account comes with a suite of powerful features, workflows, solutions and integrations. Some of the primary areas of the account include:

  • Clients. Clients is a central area to see and manage all of the Clients, Funds, Investors and Investments you are servicing in your account, as well as perform multiple various settings and perform some administrative functions. Some customizations include digital transaction forms, investor contact permissioning and email and visibility settings. It also is your gateway into each client's Investor Portal.
  • Transactions. Transactions shows you all the transaction history available in your account for your clients across all transaction types. It includes the ability to step into a transaction, view all information and documentation submitted, and process the transaction, including sending things back, suggesting changes, sending on for GP signing and approving transactions.
  • Documents. Documents lets you upload and manage documents for investors in bulk, or in batches. It also allows you to select specific batches or files, see who has access to those files, and send a message to all or some of the recipients.
  • Upload & API. Upload is an area to import data for custom fund-level and investment-level dashboards you maintain, set up investor accounts, set up investments, set up transactions and set up investor contacts. It also houses our API documentation.
  • People. People shows you all the relationships you have in your account and lets you filter your contacts, assign them to labels or groups, and message them individually or in bulk.
  • Login Pages. Login Pages lets you take control of the publicly facing login pages for each of your clients, adding their own branding to their pages.
  • Templates. Templates gives you an unlimited number of mail merge templates for messaging to use across your account.

3.2 License Agreement

Fund Administrator accounts are also governed through a separate Software Licensing Agreement between your firm and Eleven. Only Fund Administrators having executed such an agreement have a Fund Administrator account on Eleven.

4.0. Marketplace Account

A Marketplace Account is a subscription-based account that provides licensees with branded online infrastructure to build, run and grow their own marketplace. The Marketplace Account Licensee can manage which Manager Accounts are visible in their marketplace and which Investor Accounts can access it.

4.1. Description of Marketplace Account functionality:

Marketplace Accounts have a growing and evolving list of features, functionality and workflows for people or firms to build, run and grow their own online marketplace. The Marketplace Account includes, and is not limited to, a collection of the following features and workflows:

  • Products. The Products section provides a central place to manage which Manager Accounts, and which of their offerings, are visible in your marketplace.
  • People. People is a centralized area to see, manage, message and monitor all of the individuals who have access to your marketplace.
  • Activity. Activity provides an overview of engagement, or activity, from your marketplace participants.
  • Transactions. The Transactions area provides visibility into any transactions submitted in your marketplace.
  • Signups. Signups is an administrative area to manage any registrations or requests for access to your marketplace that you receive.
  • Templates. Templates is an area to draft and save messages, which are available to use when messaging any of your relationships.
  • Login Page. Login Pages gives you the ability to brand the login, registration and related public facing pages, for your marketplace.

4.2. License Agreement

Marketplace Accounts are also governed through a separate Software Licensing Agreement between your firm and Eleven. Only marketplace customers having executed such an agreement have a Marketplace Account on Eleven.

5.0 Sandbox Environment

Eleven's Sandbox Environment is a non-production instance of the Software hosted on a shared environment at https://uat.platformleven.io that is used by Eleven for testing, development, quality assurance and demoing purposes. Access to the Sandbox Environment is not a part of the Covered Services, unless you are specifically granted access to it by Eleven or through your commercial agreement with Eleven.

If you are granted access to Sandbox Environment, you acknowledge and agree that:

  • The Sandbox Environment is provided "as is" and without any warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement;
  • Eleven makes no guarantees regarding the availability, performance, or security of the Sandbox Environment;
  • Eleven may modify or suspend the Sandbox Environment at any time, and your access to it, with or without notice;
  • The Sandbox Environment may be used solely for your testing purposes, such as performing a sample client migration through an API with non-production data generated by you (the "Sandbox Testing Purpose");
  • You are solely responsible for any data or configurations you create or modify within the Sandbox Environment;
  • Eleven is not responsible for any loss or damage to your data or systems arising from your use of the Sandbox Environment;
  • You shall not upload any Personally Identifiable Information (PII) into the Sandbox Environment;
  • Eleven may delete any of your Sandbox data and records at any time, at its sole discretion, or may retain information in accordance with its data retention policies;
  • Your use of the Sandbox Environment is subject to the terms and conditions of our Terms of Use;
  • Only pre-authorized users at your company using your company's email domain (the "Sandbox Users") shall be permitted to login.

6.0. Messages

All outgoing messages are sent from Eleven and an Eleven email address. The name of the individual sending the email, however, is displayed, along with an avatar photo, if available. All outgoing messages are HTML formatted emails. Eleven's logo appears at the top of the email for Basic Manager Accounts. Pro Manager Accounts may show the company’s logo. Additionally, Eleven includes a tracking mechanism in outgoing emails to help monitor messages that are read and communicate that information back to you. Eleven also automatically appends tokens to links you send to pages or resources in your Virtual Marketplace to facilitate your recipients access to your information and keep your information secure. Given the sensitivity of some of the information that you may write or link to in the email, recipients are encouraged not to forward emails to anyone.

Replies. All of your recipients are encouraged to reply from their own Eleven accounts to keep your messages centralized and also ensure that you receive their replies. The default reply-to address is no-reply@platformeleven.io and Eleven does not actively monitor this inbox and is not responsible for forwarding messages it receives here to you or liable in any way for not forwarding these messages. To improve the experience for your relationships, you are encouraged to provide your own Reply To address in the Company Settings area of your Manager Account.

Forwarding. Incoming emails are automatically forwarded to your email address, and you may be able to manage, in some cases, which emails are forwarded to your email address in the Settings area of your account.

Bccs. For all accounts except Investor Accounts, you may provide a bcc email address in Settings for some outgoing messages to be copied to.

Delivery. Email delivery is important and we use our commercially reasonable best efforts to achieve very high delivery rates, however, there are many aspects to email delivery that affect delivery, including some that are out of our control (like the content in the message you send). Certain emails can and may end up in your recipient’s spam filter, or may even, in some cases, be filtered out before even making it to their spam filter. It is your responsibility, and solely your responsibility, to follow up with your recipients to ensure that they have received the messages you send, and encourage them to add the platformeleven.io domain name (and eleven@platformeleven.io) as a safe sender and mark emails received not as spam.

7.0. Service Uptime Commitment

7.1. Definitions

For the purposes of this 'Service Uptime Commitment' section, the following definitions shall apply:

"Priority 1" means a critical full outage/severe issue that constitutes a catastrophic problem that causes complete inability to use the Platform across a significant portion of the production environment (e.g. crash or hang), resulting in production downtime and where there is no workaround or solution to the problem.

"Excluded" means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from User's combining or merging the Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Service; (iii) interruptions or delays in providing the service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third party website availability monitoring provider; and (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Service.

"Service Uptime" means (total hours in calendar month - unscheduled maintenance which causes unavailability - Priority 1 issue durations - scheduled maintenance - Excluded) / (Total hours in calendar month - scheduled maintenance - Excluded) X 100%.

7.2. Service Uptime

We will use commercially reasonable efforts to ensure that the Software and the Accounts can be accessed and used by Authorized Users twenty-four (24) hours per day, seven (7) days per week; however the Software in general, or one or more Accounts may be unavailable from time to time due to (i) maintenance or upgrades; (ii) service changes; (iii) correction of technical problems with servers, networks or Software or other similar activities; (iv) reasons outside of Eleven’s reasonable control.

Notwithstanding the foregoing, we will use commercially reasonable efforts to meet a Service Uptime of 99% for our Service in a given calendar month. All availability calculations will be based on our system records.

Notwithstanding anything to the contrary in this Agreement, as the sole and exclusive remedy for failure to meet availability or support commitments for a paying Eleven Licensee (i.e. Pro, Fund Administrator Account or Marketplace Account), Eleven commits to the following: in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 99% in a given calendar month, Licensee will be entitled to receive a credit equal to the prorated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 99%, which credit shall be applied against an invoice or charge for the following invoice period, provided Licensee requests such credit within twenty (20) days of the end of the relevant calendar month. Notwithstanding anything to the contrary in the Agreement or this section, this 'Service Uptime Commitment' section does not apply to other types of accounts (as detailed above).

7.3 Limits and modifications

We may change the limits that apply to your use of the Platform at any time in our sole discretion without notice to you. We may also make changes to any of the Accounts that materially reduce or enhance the functionality provided to you without notice.

8.0. Customer Support

All users of Eleven benefit from email support. You can reach our support desk at: support@platformeleven.io. If you pay Eleven a license fee for a Pro Account or Fund Administrator Account, Phone Support is included at no additional cost by dialing your Eleven representative.

8.1 Phone Support.

Phone support for Pro Account and Fund Administrator Accounts and is available from 9AM Monday to 6PM Friday EST (Eastern Standard Time), with reduced hours during holidays in the US.

8.2 Email Support.

Email support and responses are provided during phone support hours only. We attempt to respond to email within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of Eleven representatives.

8.3 Support Limitations.

We will only provide support for integrations which are listed in-app as being supported by Eleven.