FundFormer Terms of Use

Effective January 2021

Please read these Terms of Use ("Terms" or "Terms of Use") carefully before using the https://www.fundformer.com website or any subdomain, whitelabeled deployment, API or service (the "Site") provided or operated by Fund Former, Inc. (“FundFormer”, "us","we", or "our"). The Site is offered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained herein. By accessing or using the Site you agree to be bound by these Terms.

The Site

The Site does not constitute an offer to sell or the solicitation of an offer to buy interests in alternative investment funds that are exempt from registration under the U.S.Securities Act of 1933, as amended. It allows potential investors, including without limitation, institutions, pensions, foundations, endowments, high net worth individuals, and financial advisors (“Investor Users”) to complete subscription documents in connection with investments in such funds. The Site further allows general partners or managers of private funds (“Sponsor Users” and together with Investor Users, “Users”) to review the subscription documents presented on the Site with respect to funds managed by such Sponsor Users.

Acceptable Uses

In connection with the use of the Site, you must not:

• Post or transmit abusive messages, defamatory, libelous, false or misleading statements, hate speech, or messages that incite or threaten violence;

• Transmit spam, chain letters, or unsolicited messages (including email);

• Impersonate another person, misrepresent your affiliation with another person or entity, engage in fraud, or hide or attempt to hide your identity;

• Access any unauthorized part of the Site;• Interfere with the normal functioning, integrity or operation of the Site;

• Upload or transmit invalid data, viruses, worms, harmful code, malware, or other software agents;

• Decipher or decrypt transmissions, circumvent any access, authentication or copy restrictions of, or otherwise attempt to compromise the security of the Site(including another user’s account);

• Attempt to probe, scan or test the vulnerability of any part of the Site without proper authorization;

• Attempt to modify, or gain unauthorized use of or access to, another user's account(s), website(s), application(s), system(s), equipment or data;

• Collect or harvest any personally identifiable information, including account names, from any other user’s account;

• Use the Site in violation of any applicable law or regulation, including privacy laws in applicable jurisdictions; or

• Upload, use or transmit any content, data or materials that violate applicable laws or regulations.

Confidentiality

All information obtained from the Site or information provided to any User by any representative of FundFormer, other than (i) information that was known to the User prior to the disclosure to the User and (ii) information that is in the public domain at the time of disclosure to the User, is confidential in nature and may not be shared by any User with any other party (such information, “Confidential Information”); provided that, (a) a User may share Confidential Information obtained from the Site with its legal, tax or other professional advisors to the extent that such advisors have been notified of the confidential nature of the information and agree to maintain the confidentiality thereof.

No Unlawful or Prohibited Use/IntellectualProperty

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these Terms of Use. As a condition of your use of the Site, you warrant to FundFormer that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. Notwithstanding the generality of the foregoing, you may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. All content included on the Site, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of FundFormer or other third parties with whom FundFormer does business and is protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content. You will not modify, publish, transmit, reverse engineer, create derivative works, or in any way exploit any of the content in whole or in part, found on the Site.

No Securities Products

None of the information contained in the Site constitutes a recommendation, solicitation, or offer by FundFormer or its affiliates to buy or sell any securities or other financial instruments or provide any investment advice or service. The information and services provided on the Site are not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or where FundFormer is not authorized to provide such information or services.

Indemnification

You agree to indemnify, defend and hold harmless FundFormer, its officers, directors, employees, agents, suppliers, and affiliates, for any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys’ fees)relating to or arising out of your use of or inability to use the Site, your unauthorized use of personally identifiable information of other Users or their representatives obtained by accessing the Site, your violation of these Terms of Use, your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations.

Liability Disclaimer

The Site and the related services are provided on an "AS IS", "AS AVAILABLE”, and“WITH ALL FAULTS”. The Site is provided without warranties of any kind, express or implied, including, but not limited to, those of merchantability, fitness for a particular purpose, non-infringement or course of performance. FundFormer makes no representations regarding the Site’s availability, reliability, or accuracy and does not warrant that any errors or defects will be corrected or that the site is free of viruses or other harmful components.

BY USING THE SITE, YOU AGREE THAT THE CONTENT CONTAINED HEREIN IS ONLY FOR YOUR GENERAL INFORMATION AND USE AND IS NOT INTENDED AS A RECOMMENDATION OF ANY SECURITY OR FUND DESCRIBED HEREIN, AN OFFER OF ANY SECURITY OR FUND OR AN INVITATION FOR AN OFFER. IN PARTICULAR, THE CONTENT DOES NOT CONSTITUTE ANY FORM OF ADVICE, RECOMMENDATION, REPRESENTATION, ENDORSEMENT OR ARRANGEMENT BY FUNDFORMER OR ANY OF ITS EMPLOYEES AND IS NOT INTENDED TO BE RELIED UPON BY USERS IN MAKING (OR REFRAINING FROM MAKING) ANY SPECIFIC INVESTMENT OR OTHER DECISIONS. YOU SHOULD CONSULT YOUR OWN PROFESSIONAL TAX, LEGAL AND OTHER APPROPRIATE ADVISORS BEFORE MAKING ANY SUCH DECISION. ANY AGREEMENTS, TRANSACTIONS OR OTHER ARRANGEMENTS MADE BETWEEN YOU AND ANY THIRD PARTY NAMED ON THE SITE ARE AT YOUR SOLE DISCRETION AND RESPONSIBILITY.

Exclusions

Without limiting the generality of the foregoing and notwithstanding any other provision of these Terms, under no circumstances will FundFormer, nor its officer, directors, employees, agents, suppliers, or affiliates, ever be liable to you or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to (i) your access to or use of or inability to access or use the Site; (ii) any conduct or content of any third party on the Site; (iii) any content obtained from the Site; and (iv) unauthorized access, use or alteration of your transmissions or content; and (v) these Terms, including but not limited to personal injury, loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and breach) by FundFormer or any person for whom FundFormer is responsible.

Miscellaneous

FundFormer reserves the right at any time to: change the terms and conditions set forth in these Terms; change the Site, including eliminating or discontinuing any features of functionality; or terminate your access to the Site and the related services or any portion thereof at any time, without notice. Any changes we make will be effective immediately upon the posting of new Terms of Use on the Site. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms of Use. To the maximum extent permitted by law, this agreement is governed by the laws of the State of New York and you hereby consent to the exclusive jurisdiction and venue of courts in New York in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms. If any provision of these Terms is determined to be invalid or unenforceable pursuant to applicable law, such provision shall be deemed deleted from these Terms, but such deletion shall not affect the enforceability of any other provision in these Terms.

How To Contact Us

For questions or concerns regarding the Terms of Use, you can contact us by sending an email to contact@fundformer.com.