TERMS AND CONDITIONS

1. Definitions

Fund” means a hedge fund, private equity fund or other collective investment vehicle managed by the Manager;

Fund Data” means information and/or content provided by the User/s, the Manager and/or third party providers about the Fund and the Manager including, but not limited to information contained in Fund Documents, which they have uploaded to or input into the Services/Portal via any means whether by Allocator or the Manager;

Fund Documents” means the documentation provided by the User/s and/or the Manager detailing the Fund;

Manager” means the firm and/or individual/s (as the case may be) managing the Fund and using the Services either: (i) via the Portal as provided at Registration; or (ii) through providing the Fund Data to Allocator via other means (e.g. email);

Portal” means Allocator’s Portal on which the Services are made available and are accessible through the Website, which is password protected and is only accessible for the use of Allocator by Qualified Investors;

Qualified Investor” means permitted persons who have represented to Allocator during their registration (and based on the presented regulatory articles) that they meet respective local accreditation requirements and are (i) in the case of persons from the European Union, a “professional investor” or a “qualified investor”, (ii) in the case of U.S. persons, an “accredited investor” or a “qualified purchaser”; or (iii) in the case of persons not falling under (i) or (ii) above, professional or other sophisticated investors or prospective investors to whom Allocator may lawfully provide its services according to local regulations;

Registration” means the successful creation of an account by the initial User with Allocator for the provision of the Services and/or use of the Portal and

Registered” will have a corresponding meaning;

Services” mean the relaying of Fund Data to a Qualified Investor under these Terms by Allocator (whether or not using the Portal);

Start Date” means the date on which an account is Registered or Fud Data is provided;

User” means (i) the individual completing the Registration who is authorised by the Manager on Registration to access and use the Services and Portal who has been allocated a username and password following Registration; or (ii) any other individuals authorised by the Manager to access and use the Services for the purposes of sharing Fund Data with Qualified Investors; and

Website” means www.allocator.com.

2. Term

These Terms shall continue until terminated by either party. Either party may, at any time, give thirty (30) days’ notice to the other party, at the expiry of which, the Terms shall terminate.

3. Licence

3.1 From the Start Date, Allocator grants to the Manager a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence for each User to use the Services for the sole purpose of providing Fund Data to Qualified Investors and subject to any restrictions and limitations set out herein.

3.2 At its sole discretion Allocator may, for technical, legal or operational reasons: (i) change the content, software, data, format, medium, or form of delivery of any part of the Services and/or (ii) suspend (permanently or temporarily) access to any part of the Services. Allocator will not suspend the Services for maintenance purposes during business hours, save in the event of an emergency. Before materially changing, or suspending any part of the Services, Allocator will give the Manager as much notice as is reasonably possible in the circumstances. Allocator shall not be liable to the Manager for any such change or suspension of the Service.

3.3 Allocator may collect and use information and data about how the Manager and each User accesses and/or uses any part of the Services (including, where applicable, the Portal): (i) to provide, maintain, support, operate, improve, update, customise and/or administer the Services; (ii) for troubleshooting, product development analysis and improvement, data analysis, testing or statistical purposes; (iii) to keep Allocator, the Services, any Qualified Investor, the Manager and the User/s safe and secure; (iv) where stated in Allocator’s Privacy Policy; and (v) to develop analytics and insights, new services and content for Allocator’s internal business purposes only.

3.4 Allocator may (i) use software tools to collect information and data (including personal data) relating but not limited to the way the Manager and any Users use the Services including data concerning clickstreams, software downloaded, times of sessions and volumes of data accessed; and (ii) retain and process information and data (including personal data) for the purposes of detecting and preventing breaches of Allocator's network security, applicable laws, these Terms, Allocator’s Privacy Policy and/or any other agreements which Allocator has with third parties which are required for the provision of the Services.

3.5 The Manager shall not:

(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part;

(b) allow any part of the Services to become the subject of any charge, lien or encumbrance; or

(c) deal in any other manner with any or all of its rights and obligations under these Terms,
without the prior written consent of Allocator, such consent not to be unreasonably withheld or delayed.

3.6 Allocator may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Manager.

3.7 These Terms and the relationship established hereunder is non-exclusive. Allocator is free to offer services that are the same or substantially similar to the Services to other organisations (including, without limitation, competitors of the Manager). The Services have not been developed to meet the Manager’s individual requirements.

3.8 Allocator reserves the right in its sole discretion to re-organise, remove and/or change the name of any Portal feature or functionality. Furthermore, the descriptions of the Services provided as part of Registration are current descriptions and may change from time to time to reflect upgrades, changes, improvements or other customary, commercial, regulatory or other changes in the Services.

4. The Portal and the Services

4.1 The Portal and the Services are only available to Users who: (i) represent the Manager, Funds and their service providers; or (ii) consultants, employees, investment advisers or other agents acting solely on behalf of the Manager, Funds and their service providers. It is the Manager’s responsibility to be aware of the applicable laws and regulations of its country of residence.

4.2 The Portal facilitates the uploading of performance, exposure, attribution, documents and other data relating to Funds by Users, as well as the ability for Users to share the Fund Data with Qualified Investors via the Portal. The Portal shall enable the uploading and sharing of, inter alia, the following types of Fund Data:

(a) Data description;

(b) Performances on Funds;

(c) Assets under management in respect of the Funds;

(d) Fund details (including management fees, performance fees, liquidity terms, strategy);

(e) Estimated performances intra month;

(f) Risk exposure breakdowns; and

(g) Performance attribution breakdowns.

4.3 The Portal is an unregulated data upload tool and no transactions can be processed via the Portal. Following the presentation of the Fund Data, a Qualified Investor may elect, in its sole discretion, to transact with the Manager bilaterally off Portal. Allocator has no influence on or visibility over the conclusion, content or execution of transactions, is not responsible for them and hereby explicitly excludes any liability for them.

4.4 Allocator shall provide responses and assistance on technical support queries raised by Users from time to time. Such support is provided on a reasonable endeavours basis only and time shall not be of the essence in respect of any Allocator support obligations.

4.5 At its sole discretion Allocator may, for technical, legal or operational reasons: (i) change the content, format, medium, or form of delivery of any part of the Services (including the composition of the Fund Data); and/or (ii) suspend (permanently or temporarily) access to any part of the Services.

5. Use of the Portal and the Services

5.1 Compliance with these Terms is a prerequisite to the Manager’s right to access the Services. Breach of these Terms may immediately and automatically, without any notice or other action, revoke and terminate the Manager’s right to access the Services and the Portal and the Manager will be fully liable for any loss, damages, liabilities and other causes arising directly or indirectly from or relating to the continued use of the Services and/or Portal after such breach.

5.2 The Manager hereby agrees to indemnify and hold harmless Allocator from any damage, loss, cost or liability (including but not limited to legal and official fees) arising out of the use of the Portal and any associated Services, including in respect of any Fund Data uploaded.

6. Fund Data

6.1 On request from Allocator and/or a Qualified Investor, the User shall make the Fund Data available (whether or not by means of the Portal) to be reviewed and assessed by a Qualified Investor. Each User and the Manager acknowledge that a request for Fund Data shall not form any offer by, or representation or warranty on the part of, the Qualified Investor to enter into any further agreement with the User/Manager in relation to the Fund.

6.2 The Manager shall own all right, title and interest in and to all of the Fund Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Fund Data. Allocator does not purport to monitor and accepts no responsibility for monitoring, Fund Data.

6.3 Allocator shall not be responsible for any loss, destruction, alteration or disclosure of Fund Data caused by any third party or otherwise outside its reasonable control.

6.4 The Manager hereby grants to Allocator a non-exclusive, royalty-free, perpetual, worldwide licence to host, use, copy, store, collect, process, transmit, publish and display Fund Data: (i) to the extent permitted in these Terms and as otherwise necessary for the purposes of the provision of any part of the Service to each User, any Qualified Investor and the Manager; or (ii) to enable Allocator to perform its obligations hereunder; and (iii) to use the Fund Data on an anonymous basis such that Allocator may aggregate such anonymised Fund Data with the anonymised data of its other customers and any third parties. Ownership of such anonymised and aggregated data and all intellectual property rights thereto will belong to Allocator or shall immediately vest in Allocator upon its creation (as the case may be).

6.5 Allocator agrees with the Manager to:

(a) not, without the Manager’s consent, disclose any of the Fund Data or anything contained in the Fund Documents to any person except Qualified Investors or as otherwise permitted under these Terms;

(b) safeguard the confidentiality of, and to treat as confidential, the Fund Data and Fund Documents in accordance with the provisions of these Terms; and

(c) not, without the Manager’s consent or instruction, circulate Fund Documents to any person outside Allocator or its authorised subcontractors.

6.6 The Manager is responsible for managing privacy and data settings themselves via written notice to Allocator or using the functionality provided on the Portal in order to elect which Qualified Investors can access their information. Managers are able to permission their data to Qualified Investors on the basis of specific named Qualified Investors, types of Qualified Investor and geographical location of Qualified Investors as well as other categorisations.

6.7 Fund Data shall not be deemed confidential where it is: (i) already in the possession of Allocator prior to receipt from the Manager; (ii) already in, or comes into, the public domain other than as a result of disclosure by Allocator; (iii) at any time obtained or developed independently by Allocator; (iv) aggregated and anonymised; or (v) at any time lawfully received from a third party who is free to disclose such information.

6.8 Allocator will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect a User’s computer equipment, computer programs, data or other proprietary material due to a User’s use of the Website or the Portal or due to a User downloading any material posted on them, or on any website linked to them.

6.9 Notwithstanding anything in these Terms to the contrary, Allocator will be permitted to disclose any confidential information including the Fund Data, if disclosure or announcement of any Fund Data as required by law, rule, regulation, subpoena, court order or any similar judicial process, or by any applicable governmental agency, stock exchange or other regulatory authority (including any self-regulatory organisation having or claiming to have jurisdiction).

7. User

7.1 The Manager shall not permit any person other than a User to use the Services.

7.2 The Manager shall procure that each User complies with these Terms. Any breach by a User shall be deemed to be a breach by the Manager. The Manager shall be directly liable for the acts and omissions of any User.

7.3 The Manager warrants that each User is acting on the authority of the Manager and Allocator is entitled to rely on the Fund Data which they provide. The Manager shall ensure that each User has good industry knowledge and Allocator expressly excludes any liability for decisions made by the User via the Services.

7.4 Where a User leaves the Manager, the Manager must immediately notify Allocator in writing. Allocator shall promptly disable the relevant account but these Terms shall continue. Where requested by the Manager, Allocator shall promptly re-allocate the additional licence to a different individual user.

8. Manager Obligations

8.1 The Manager shall, and will procure that each User shall:

(a) provide Allocator with: (i) all necessary co-operation in relation to these Terms; and (ii) all necessary access to such information as may be required by Allocator, in each case as required in order to provide the Services, including but not limited to the Fund Data, security access information and configuration services;

(b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;

(c) not share login details to the Portal outside of the Manager’s organisation and the Manager undertakes to immediately inform Allocator should it suspect that a third party has knowledge of its username and/or password. In addition, each User shall immediately change its username and/or password and take all reasonable steps to preserve the confidentiality of its new username and/or password should its original username and/or password have been disclosed to a third party;

(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for Allocator, its contractors and agents to perform their obligations under these Terms, including without limitation the provision of Fund Data to Qualified Investors via the Services;

(e) ensure that its network and systems comply with the relevant specifications provided by Allocator from time to time; and

(f) be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Allocator's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to a User's network connections or telecommunications links or caused by the internet.

8.2 The Manager shall not, and will procure that each User shall not, access, store, distribute or transmit any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;
and Allocator reserves the right, without liability or prejudice to its other rights to each User, to suspend or remove any material that breaches the provisions of this clause.

8.3 The Manager shall not, and will procure that each User shall not:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means;

(b) attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Portal;

(c) access all or any part of the Services in order to build a product or service which competes with the Services;

(d) use the Services to provide services to third parties other than the provision of Fund Data to Qualified Users;

(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party;

(f) attempt to obtain, or assist third parties who are not other Users in obtaining, access to the Services; or

(g) introduce or permit the introduction of any virus or malicious code into Allocator's network and information systems.

8.4 The Manager shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Allocator.

8.5 By using the Services, the Manager and each User acknowledges that breach of the aforementioned terms constitutes grounds for Allocator to immediately deny the User/s and/or the Manager access to the Services and could result in liability for the Manager and/or compensation to Allocator.

9. Third-Party Links, Licences and Disclaimers

In using the Service, each User and the Manager acknowledge that by accessing certain links that are available on the Website, they may be directed to other websites. Allocator has not reviewed any of these other websites and accordingly, neither endorses such websites nor assumes any responsibility or liability in respect of any data, services, products or other items referenced on such websites.

10. Data Protection and Privacy

10.1 The Manager acknowledges that in order to provide the Services, Allocator is required to maintain a database of User information and, in using the Services, the Manager and each User agrees to allow Allocator to collate and use information pertaining to the User/s.

10.2 Each User and the Manager also acknowledges that certain features of the Services store information in “cookies” and in using the Services, and consent to those cookies being set. More details are available in Allocator’s Privacy Policy.

10.3 Any use of the Website, the Services and/or the Portal is governed by our Privacy Policy. Use of the Website and/or the Portal constitutes confirmation that each User has read and accepted the Privacy Policy.

11. Maintenance

11.1 The Manager acknowledges that their Users may not have access to the Portal at all times and that Allocator may, without prior notice, have to de-activate the Website and/or the Portal periodically to carry out system maintenance or repairs.

11.2 Allocator may also, with or without advance notice, suspend or terminate the Manager’s or a User’s access to the Portal and/or the ability to upload or edit Fund Data or upload Fund Documents if (i) Allocator forms the reasonable opinion that such action is appropriate because of the Manager’s or a User’s inappropriate use of Allocator; or (ii) the relevant Qualified Investor so requests.

12. Proprietary rights

12.1 The Manager acknowledges and agrees that Allocator and/or its licensors own all intellectual property rights in the Services and the Portal. Except as expressly stated herein, these Terms do not grant the Manager or any User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Portal.

12.2 Allocator confirms that it has all the rights in relation to the Services and the Portal that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

13. Marketing

During the Term, the Manager hereby grants to Allocator a non-exclusive and royalty-free licence to use and display its trademarks on its public-facing website and in its marketing material. Any goodwill derived from the use by Allocator of the Manager’s trademarks shall accrue to the Manager. No other rights or licences are conferred on Allocator pursuant to these Terms except those expressly set out herein.

14. Confidentiality

14.1 Each of the User/s, the Manager and Allocator undertake that they will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, Managers or suppliers, except as permitted by clauses 14.2 and 14.3.

14.2 Each party may disclose the other's confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under these Terms (including the provision of Fund Data to Qualified Investors). Each party will ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, only to the extent strictly necessary.

14.3 Each party may only use the other's confidential information for the purpose of fulfilling our respective obligations under these Terms.

15. Limitation of Liability

15.1 Nothing in these Terms will limit or exclude either party’s liability:

(a) for death or personal injury resulting from their negligence;

(b) for fraud or fraudulent misrepresentation; or

(c) in any way that is not permitted under applicable law.

15.2 Allocator will not be liable to the Manager and/or any User in respect of any losses arising out of events beyond our reasonable control.

15.3 To the maximum extent permitted by law, Allocator accepts no liability for any of the following:

(a) any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;

(b) loss or corruption of any data, database or software; and/or

(c) any special, indirect or consequential loss or damage.

16. General

16.1 These Terms represent the entire agreement between the applicable User, the Manager and Allocator in relation to its subject matter. The Manager acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.

16.2 If a Clause of these Terms are determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of these Terms will continue in effect.

16.3 Allocator reserves the right to amend and update these Terms at any time without prior notice to the Manager by posting changes on the Website and/or Portal. The Manager and each User acknowledge that their continued use of the Services after any such amendment constitutes acceptance of such revised Terms.

16.4 The failure of Allocator to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Allocator.

16.5 These Terms are governed by, and is to be construed in accordance with, the laws of England and Wales. The Courts of England and Wales will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, these Terms.

TERMS AND CONDITIONS

1. Definitions

Fund” means a hedge fund, private equity fund or other collective investment vehicle managed by the Manager;

Fund Data” means information and/or content provided by the User/s, the Manager and/or third party providers about the Fund and the Manager including, but not limited to information contained in Fund Documents, which they have uploaded to or input into the Services/Portal via any means whether by Allocator or the Manager;

Fund Documents” means the documentation provided by the User/s and/or the Manager detailing the Fund;

Manager” means the firm and/or individual/s (as the case may be) managing the Fund and using the Services either: (i) via the Portal as provided at Registration; or (ii) through providing the Fund Data to Allocator via other means (e.g. email);

Portal” means Allocator’s Portal on which the Services are made available and are accessible through the Website, which is password protected and is only accessible for the use of Allocator by Qualified Investors;

Qualified Investor” means permitted persons who have represented to Allocator during their registration (and based on the presented regulatory articles) that they meet respective local accreditation requirements and are (i) in the case of persons from the European Union, a “professional investor” or a “qualified investor”, (ii) in the case of U.S. persons, an “accredited investor” or a “qualified purchaser”; or (iii) in the case of persons not falling under (i) or (ii) above, professional or other sophisticated investors or prospective investors to whom Allocator may lawfully provide its services according to local regulations;

Registration” means the successful creation of an account by the initial User with Allocator for the provision of the Services and/or use of the Portal and

Registered” will have a corresponding meaning;

Services” mean the relaying of Fund Data to a Qualified Investor under these Terms by Allocator (whether or not using the Portal);

Start Date” means the date on which an account is Registered or Fud Data is provided;

User” means (i) the individual completing the Registration who is authorised by the Manager on Registration to access and use the Services and Portal who has been allocated a username and password following Registration; or (ii) any other individuals authorised by the Manager to access and use the Services for the purposes of sharing Fund Data with Qualified Investors; and

Website” means www.allocator.com.

2. Term

These Terms shall continue until terminated by either party. Either party may, at any time, give thirty (30) days’ notice to the other party, at the expiry of which, the Terms shall terminate.

3. Licence

3.1 From the Start Date, Allocator grants to the Manager a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence for each User to use the Services for the sole purpose of providing Fund Data to Qualified Investors and subject to any restrictions and limitations set out herein.

3.2 At its sole discretion Allocator may, for technical, legal or operational reasons: (i) change the content, software, data, format, medium, or form of delivery of any part of the Services and/or (ii) suspend (permanently or temporarily) access to any part of the Services. Allocator will not suspend the Services for maintenance purposes during business hours, save in the event of an emergency. Before materially changing, or suspending any part of the Services, Allocator will give the Manager as much notice as is reasonably possible in the circumstances. Allocator shall not be liable to the Manager for any such change or suspension of the Service.

3.3 Allocator may collect and use information and data about how the Manager and each User accesses and/or uses any part of the Services (including, where applicable, the Portal): (i) to provide, maintain, support, operate, improve, update, customise and/or administer the Services; (ii) for troubleshooting, product development analysis and improvement, data analysis, testing or statistical purposes; (iii) to keep Allocator, the Services, any Qualified Investor, the Manager and the User/s safe and secure; (iv) where stated in Allocator’s Privacy Policy; and (v) to develop analytics and insights, new services and content for Allocator’s internal business purposes only.

3.4 Allocator may (i) use software tools to collect information and data (including personal data) relating but not limited to the way the Manager and any Users use the Services including data concerning clickstreams, software downloaded, times of sessions and volumes of data accessed; and (ii) retain and process information and data (including personal data) for the purposes of detecting and preventing breaches of Allocator's network security, applicable laws, these Terms, Allocator’s Privacy Policy and/or any other agreements which Allocator has with third parties which are required for the provision of the Services.

3.5 The Manager shall not:

(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part;

(b) allow any part of the Services to become the subject of any charge, lien or encumbrance; or

(c) deal in any other manner with any or all of its rights and obligations under these Terms,
without the prior written consent of Allocator, such consent not to be unreasonably withheld or delayed.

3.6 Allocator may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Manager.

3.7 These Terms and the relationship established hereunder is non-exclusive. Allocator is free to offer services that are the same or substantially similar to the Services to other organisations (including, without limitation, competitors of the Manager). The Services have not been developed to meet the Manager’s individual requirements.

3.8 Allocator reserves the right in its sole discretion to re-organise, remove and/or change the name of any Portal feature or functionality. Furthermore, the descriptions of the Services provided as part of Registration are current descriptions and may change from time to time to reflect upgrades, changes, improvements or other customary, commercial, regulatory or other changes in the Services.

4. The Portal and the Services

4.1 The Portal and the Services are only available to Users who: (i) represent the Manager, Funds and their service providers; or (ii) consultants, employees, investment advisers or other agents acting solely on behalf of the Manager, Funds and their service providers. It is the Manager’s responsibility to be aware of the applicable laws and regulations of its country of residence.

4.2 The Portal facilitates the uploading of performance, exposure, attribution, documents and other data relating to Funds by Users, as well as the ability for Users to share the Fund Data with Qualified Investors via the Portal. The Portal shall enable the uploading and sharing of, inter alia, the following types of Fund Data:

(a) Data description;

(b) Performances on Funds;

(c) Assets under management in respect of the Funds;

(d) Fund details (including management fees, performance fees, liquidity terms, strategy);

(e) Estimated performances intra month;

(f) Risk exposure breakdowns; and

(g) Performance attribution breakdowns.

4.3 The Portal is an unregulated data upload tool and no transactions can be processed via the Portal. Following the presentation of the Fund Data, a Qualified Investor may elect, in its sole discretion, to transact with the Manager bilaterally off Portal. Allocator has no influence on or visibility over the conclusion, content or execution of transactions, is not responsible for them and hereby explicitly excludes any liability for them.

4.4 Allocator shall provide responses and assistance on technical support queries raised by Users from time to time. Such support is provided on a reasonable endeavours basis only and time shall not be of the essence in respect of any Allocator support obligations.

4.5 At its sole discretion Allocator may, for technical, legal or operational reasons: (i) change the content, format, medium, or form of delivery of any part of the Services (including the composition of the Fund Data); and/or (ii) suspend (permanently or temporarily) access to any part of the Services.

5. Use of the Portal and the Services

5.1 Compliance with these Terms is a prerequisite to the Manager’s right to access the Services. Breach of these Terms may immediately and automatically, without any notice or other action, revoke and terminate the Manager’s right to access the Services and the Portal and the Manager will be fully liable for any loss, damages, liabilities and other causes arising directly or indirectly from or relating to the continued use of the Services and/or Portal after such breach.

5.2 The Manager hereby agrees to indemnify and hold harmless Allocator from any damage, loss, cost or liability (including but not limited to legal and official fees) arising out of the use of the Portal and any associated Services, including in respect of any Fund Data uploaded.

6. Fund Data

6.1 On request from Allocator and/or a Qualified Investor, the User shall make the Fund Data available (whether or not by means of the Portal) to be reviewed and assessed by a Qualified Investor. Each User and the Manager acknowledge that a request for Fund Data shall not form any offer by, or representation or warranty on the part of, the Qualified Investor to enter into any further agreement with the User/Manager in relation to the Fund.

6.2 The Manager shall own all right, title and interest in and to all of the Fund Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Fund Data. Allocator does not purport to monitor and accepts no responsibility for monitoring, Fund Data.

6.3 Allocator shall not be responsible for any loss, destruction, alteration or disclosure of Fund Data caused by any third party or otherwise outside its reasonable control.

6.4 The Manager hereby grants to Allocator a non-exclusive, royalty-free, perpetual, worldwide licence to host, use, copy, store, collect, process, transmit, publish and display Fund Data: (i) to the extent permitted in these Terms and as otherwise necessary for the purposes of the provision of any part of the Service to each User, any Qualified Investor and the Manager; or (ii) to enable Allocator to perform its obligations hereunder; and (iii) to use the Fund Data on an anonymous basis such that Allocator may aggregate such anonymised Fund Data with the anonymised data of its other customers and any third parties. Ownership of such anonymised and aggregated data and all intellectual property rights thereto will belong to Allocator or shall immediately vest in Allocator upon its creation (as the case may be).

6.5 Allocator agrees with the Manager to:

(a) not, without the Manager’s consent, disclose any of the Fund Data or anything contained in the Fund Documents to any person except Qualified Investors or as otherwise permitted under these Terms;

(b) safeguard the confidentiality of, and to treat as confidential, the Fund Data and Fund Documents in accordance with the provisions of these Terms; and

(c) not, without the Manager’s consent or instruction, circulate Fund Documents to any person outside Allocator or its authorised subcontractors.

6.6 The Manager is responsible for managing privacy and data settings themselves via written notice to Allocator or using the functionality provided on the Portal in order to elect which Qualified Investors can access their information. Managers are able to permission their data to Qualified Investors on the basis of specific named Qualified Investors, types of Qualified Investor and geographical location of Qualified Investors as well as other categorisations.

6.7 Fund Data shall not be deemed confidential where it is: (i) already in the possession of Allocator prior to receipt from the Manager; (ii) already in, or comes into, the public domain other than as a result of disclosure by Allocator; (iii) at any time obtained or developed independently by Allocator; (iv) aggregated and anonymised; or (v) at any time lawfully received from a third party who is free to disclose such information.

6.8 Allocator will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect a User’s computer equipment, computer programs, data or other proprietary material due to a User’s use of the Website or the Portal or due to a User downloading any material posted on them, or on any website linked to them.

6.9 Notwithstanding anything in these Terms to the contrary, Allocator will be permitted to disclose any confidential information including the Fund Data, if disclosure or announcement of any Fund Data as required by law, rule, regulation, subpoena, court order or any similar judicial process, or by any applicable governmental agency, stock exchange or other regulatory authority (including any self-regulatory organisation having or claiming to have jurisdiction).

7. User

7.1 The Manager shall not permit any person other than a User to use the Services.

7.2 The Manager shall procure that each User complies with these Terms. Any breach by a User shall be deemed to be a breach by the Manager. The Manager shall be directly liable for the acts and omissions of any User.

7.3 The Manager warrants that each User is acting on the authority of the Manager and Allocator is entitled to rely on the Fund Data which they provide. The Manager shall ensure that each User has good industry knowledge and Allocator expressly excludes any liability for decisions made by the User via the Services.

7.4 Where a User leaves the Manager, the Manager must immediately notify Allocator in writing. Allocator shall promptly disable the relevant account but these Terms shall continue. Where requested by the Manager, Allocator shall promptly re-allocate the additional licence to a different individual user.

8. Manager Obligations

8.1 The Manager shall, and will procure that each User shall:

(a) provide Allocator with: (i) all necessary co-operation in relation to these Terms; and (ii) all necessary access to such information as may be required by Allocator, in each case as required in order to provide the Services, including but not limited to the Fund Data, security access information and configuration services;

(b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;

(c) not share login details to the Portal outside of the Manager’s organisation and the Manager undertakes to immediately inform Allocator should it suspect that a third party has knowledge of its username and/or password. In addition, each User shall immediately change its username and/or password and take all reasonable steps to preserve the confidentiality of its new username and/or password should its original username and/or password have been disclosed to a third party;

(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for Allocator, its contractors and agents to perform their obligations under these Terms, including without limitation the provision of Fund Data to Qualified Investors via the Services;

(e) ensure that its network and systems comply with the relevant specifications provided by Allocator from time to time; and

(f) be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Allocator's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to a User's network connections or telecommunications links or caused by the internet.

8.2 The Manager shall not, and will procure that each User shall not, access, store, distribute or transmit any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;
and Allocator reserves the right, without liability or prejudice to its other rights to each User, to suspend or remove any material that breaches the provisions of this clause.

8.3 The Manager shall not, and will procure that each User shall not:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means;

(b) attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Portal;

(c) access all or any part of the Services in order to build a product or service which competes with the Services;

(d) use the Services to provide services to third parties other than the provision of Fund Data to Qualified Users;

(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party;

(f) attempt to obtain, or assist third parties who are not other Users in obtaining, access to the Services; or

(g) introduce or permit the introduction of any virus or malicious code into Allocator's network and information systems.

8.4 The Manager shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Allocator.

8.5 By using the Services, the Manager and each User acknowledges that breach of the aforementioned terms constitutes grounds for Allocator to immediately deny the User/s and/or the Manager access to the Services and could result in liability for the Manager and/or compensation to Allocator.

9. Third-Party Links, Licences and Disclaimers

In using the Service, each User and the Manager acknowledge that by accessing certain links that are available on the Website, they may be directed to other websites. Allocator has not reviewed any of these other websites and accordingly, neither endorses such websites nor assumes any responsibility or liability in respect of any data, services, products or other items referenced on such websites.

10. Data Protection and Privacy

10.1 The Manager acknowledges that in order to provide the Services, Allocator is required to maintain a database of User information and, in using the Services, the Manager and each User agrees to allow Allocator to collate and use information pertaining to the User/s.

10.2 Each User and the Manager also acknowledges that certain features of the Services store information in “cookies” and in using the Services, and consent to those cookies being set. More details are available in Allocator’s Privacy Policy.

10.3 Any use of the Website, the Services and/or the Portal is governed by our Privacy Policy. Use of the Website and/or the Portal constitutes confirmation that each User has read and accepted the Privacy Policy.

11. Maintenance

11.1 The Manager acknowledges that their Users may not have access to the Portal at all times and that Allocator may, without prior notice, have to de-activate the Website and/or the Portal periodically to carry out system maintenance or repairs.

11.2 Allocator may also, with or without advance notice, suspend or terminate the Manager’s or a User’s access to the Portal and/or the ability to upload or edit Fund Data or upload Fund Documents if (i) Allocator forms the reasonable opinion that such action is appropriate because of the Manager’s or a User’s inappropriate use of Allocator; or (ii) the relevant Qualified Investor so requests.

12. Proprietary rights

12.1 The Manager acknowledges and agrees that Allocator and/or its licensors own all intellectual property rights in the Services and the Portal. Except as expressly stated herein, these Terms do not grant the Manager or any User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Portal.

12.2 Allocator confirms that it has all the rights in relation to the Services and the Portal that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

13. Marketing

During the Term, the Manager hereby grants to Allocator a non-exclusive and royalty-free licence to use and display its trademarks on its public-facing website and in its marketing material. Any goodwill derived from the use by Allocator of the Manager’s trademarks shall accrue to the Manager. No other rights or licences are conferred on Allocator pursuant to these Terms except those expressly set out herein.

14. Confidentiality

14.1 Each of the User/s, the Manager and Allocator undertake that they will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, Managers or suppliers, except as permitted by clauses 14.2 and 14.3.

14.2 Each party may disclose the other's confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under these Terms (including the provision of Fund Data to Qualified Investors). Each party will ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, only to the extent strictly necessary.

14.3 Each party may only use the other's confidential information for the purpose of fulfilling our respective obligations under these Terms.

15. Limitation of Liability

15.1 Nothing in these Terms will limit or exclude either party’s liability:

(a) for death or personal injury resulting from their negligence;

(b) for fraud or fraudulent misrepresentation; or

(c) in any way that is not permitted under applicable law.

15.2 Allocator will not be liable to the Manager and/or any User in respect of any losses arising out of events beyond our reasonable control.

15.3 To the maximum extent permitted by law, Allocator accepts no liability for any of the following:

(a) any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;

(b) loss or corruption of any data, database or software; and/or

(c) any special, indirect or consequential loss or damage.

16. General

16.1 These Terms represent the entire agreement between the applicable User, the Manager and Allocator in relation to its subject matter. The Manager acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.

16.2 If a Clause of these Terms are determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of these Terms will continue in effect.

16.3 Allocator reserves the right to amend and update these Terms at any time without prior notice to the Manager by posting changes on the Website and/or Portal. The Manager and each User acknowledge that their continued use of the Services after any such amendment constitutes acceptance of such revised Terms.

16.4 The failure of Allocator to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Allocator.

16.5 These Terms are governed by, and is to be construed in accordance with, the laws of England and Wales. The Courts of England and Wales will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, these Terms.