Terms Of Use

These Terms of Use were last updated on January 22, 2022.

DEFINITIONS

• “Agreement” means the agreement on these Terms of Use between Fundbase with a Qualified Investor or an Investment Manager governing the use of Fundbase;
• “Fund” means a hedge fund, private equity fund or other collective investment vehicle managed by a Manager;
• “Fund Documents” means documents relating to the organization, marketing, performance and/or activities of the Fund;
• “Fund Profile” means a page located within Fundbase which allows the Manager to upload and edit Information and to upload Fund Documents;
• “Fundbase” means all or any of ACOLIN Fund Services AG, its subsidiaries and their respective directors, officers, employees, contractors and consultants related to www.fundbase.com;
• “Fundbase Platform” and the “Service” means Fundbase’s platform and service which is accessible through “www.fundbase.com”, which contains Fund P rofiles, is password protected and is only accessible for the use of Fundbase by Qualified Investors and Managers;
• “Information” means (i)information provided by the Manager about the Fund and the Manager including information contained in Fund Documents, and (ii) information provided by the Investor about its investment discovery, execution, and monitoring;
• “Qualified Investor” means persons who have represented to Fundbase during their Registration (and based on the presented regulatory articles) that they meet respective local accreditation requirements and are (i) in the case of Swiss persons, per se professional clients as defined in Article 4 paragraphs 3–5 FinSA with domicile/registered seat in Switzerland, (ii) in the case of persons from the European Union, a “professional investor” or a “qualified investor”, (iii) in the case of U.S. persons, an “accredited investor” or a “qualified purchaser”; or (iv) in the case of persons not falling under (i), (ii) or (iii) above, professional or other sophisticated investors or prospective investors to whom Fund base may lawfully provide its services according to local regulations;
• “Registration” means the process by which a Qualified Investor or a Manager applies to become a User of Fundbase; and
• “User” means the individual described as such during Registration who has been granted access to Fundbase and is the Qualified Investor’s or Manager’s duly appointed representative

GENERAL

The Fundbase Platform and the Service are only available to Business Entities and Authorized Users (each, as defined below) who are (1) Qualified Investors, (2) Managers and their service providers, or (3) who are consultants, investment advisers or other agents acting solely on behalf of Qualified Investors or to the extent permitted under applicable laws. It is your responsibility to be aware of the applicable laws and regulations of your country of residence. Funds and Managers are not offering any investment service or product by means of the Service but may provide information through the Fundbase Platform for information purposes to investors and prospective investors. The information contained on this website should not be construed as financial or investment advice on any subject matter. Fundbase does not warrant the accuracy of the information provided on the platform or in any linked site, either expressly or impliedly, for any particular purpose and expressly disclaims any warranties of merchantability or fitness for a particular purpose. Under no circumstances shall the Manager represent to others that a Fund has been endorsed, approved, or recommended by Fundbase (or words of similar effect).

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BY CLICKING ON THE “ACCEPT” BUTTON, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE AND YOU CONFIRM THAT YOU (AND ANYONE ON WHOSE BEHALF YOU MAY BE ACTING) ARE A QUALIFIED INVESTOR AND THAT YOU ARE ABLE TO USE THE SERVICES AND RECEIVE THE CONTENT UNDER APPLICABLE LAW OR, IF YOU ARE A CONSULTANT, INVESTMENT ADVISER OR OTHER AGENT, THAT YOU ACT ONLY ON BEHALF OF SUCH PERSONS OR ON BEHALF OF FUNDS AND MANAGERS 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 THESE TERMS OF USE, “YOU” INCLUDES YOU INDIVIDUALLY, AND EACH ENTITY THAT YOU REPRESENT, INCLUDING EACH MANAGER AND EACH BUSINESS ENTITY. 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 CLICK THE “ACCEPT” BUTTON AND IMMEDIATELY EXIT THE SERVICE.

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BUSINESS ENTITIES AND AUTHORIZED USERS

Business Entities

The Service is available to firms that register to use the Services as investment firms and have confirmed a separate Letter of Authorization with Fundbase (each such firm, an “Investor” ) and investment management firms that have entered into a separate Non Disclosure Agreement and a Letter of Authorization with Fundbase (each such firm, a “Manager” ). As used herein, Investors and Managers are referred to collectively, as “Business Entities”. The Service access is based on individual Business Entity Accounts (each an “Account” ), for which a Business Entity creates individual end-users (each a User) with specific roles and privileges. Subject to the terms and conditions of these Terms of Use, Fundbase grants Business Entity a non-exclusive, non-sublicensable, terminable, revocable, non-transferable license to access the Service to access, view and to use, manipulate and share the information, but only in connection with (i) the evaluation of a possible investment in the Funds, (ii) the monitoring of investments in Funds on an ongoing basis and (iii) in the case of Managers, monitoring of Investors, provided that Content may be shared directly and indirectly only with service providers, investment adviser or other agents, and persons eligible to receive the Content under applicable law and nothing herein shall permit the access, use, manipulation or sharing of Content in violation of the permissions granted to such Business Entity or the use, manipulation or sharing of Third-Party Content in a manner that conflicts with the legends or restrictions appearing on such Content.

Authorized Users

The Service is available to “Authorized Users” (each acting as a User) who have been (i) authorized by a Business Entity to use the Service as a representative of Business Entity; (ii) previously authorized by a Business Entity to use the Service as a representative of Business Entity but upon the termination of such Authorized User’s employment or consulting relationship with Business Entity has been authorized by a different Business Entity to use the Service as its representative. Each Account consists at least of one administrator (each such User, an “Administrator” ) which is (i) the initial User of an account, or (ii) is later defined as administrator by the initially defined administrator; and an infinite set of additional Authorized Users with individual roles and privileges. In any case, each User is acting on behalf of the Business Entity owning an Account (based on defined privileges by the Administrator).

Access Rights and Permissions

Administrators have the ability to establish certain access rights and permissions for the Authorized Users who will be permitted to access and use the Service on their behalf. If you are using the Service as an Authorized User of a Business Entity, you agree that you shall not attempt to access any Content, Information and/or Service features other than those to which you have been granted access by the Business Entity that you represent. Furthermore, if you are using the Service as an Authorized User of a Business Entity, you acknowledge and agree that upon the termination of your employment relationship or consulting agreement with such Business Entity, any specific permissions and/or access rights granted by such Business Entity shall terminate. Each Business Entity and Authorized User agrees not to access, use, manipulate or share Content in violation of the permissions granted to such Business Entity and/or, as applicable, Authorized User, and not to use, manipulate or share Third-Party Content in a manner that conflicts with the legends or restrictions appearing on such Content.

User Access

Once Fundbase obtains confirmation of the User’s identity and authority, it will issue to the User a user ID and password (alternatively a User can link a user ID to other established and secure user accounts such as LinkedIn) to access Fundbase. The user ID and password are confidential and the User may not disclose them to any third person. Any kind of sharing of a User with more than one identity within the same or across Business Entities is strictly forbidden. The Business Entity bears sole responsibility for all use of Fundbase which has been accessed with such login ID and password (or alternatively by using his LinkedIn profile), and it shall notify Fundbase immediately if it becomes aware of any unauthorized use involving the user ID or password. For technical purposes (such as system integrations and interfaces) Fundbase may provide a separate user type ( “Technical User” ) with individual access rights and permissions

Your Conduct

You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted transmitted or shared by you on or through the Service will violate or infringe upon the rights of any third party or contain any libellous, defamatory or unlawful material. Specifically, you expressly acknowledge and agree that you will not submit the information that would be a violation of your employer’s policies, nor will you submit the information that violates any agreements to which you are subject (including, without limitation, any confidentiality agreements), insider trading regulations, SEC regulations and all other applicable laws, rules and regulations.

PAYMENTS

Any User or Business Entity that purchases any services that Fundbase offers for a fee, either on a one-time or subscription basis (“Premium Accounts and Add-ons”), agrees to Fundbase storing their payment card information. They also agree to pay the applicable fees for the Premium Accounts and Add-ons (including, without limitation, periodic fees for Premium Accounts and Add-ons) as they become due plus all related taxes, and to reimburse Fundbase for all collection costs and interest for any overdue amounts. Their obligation to pay fees continues through the end of the subscription period during which they cancel their subscription. Account Administrators may cancel their Premium Accounts and Add-ons by contacting Fundbase at fundbase@acolin.com. Fundbase does not offer refunds on any fees and charges related to Premium Accounts and Add-ons – including partially used periods. They also acknowledge that Fundbases’s Premium Accounts and Add-ons are subject to this Agreement and any additional terms related to the provision of the Premium Accounts and Add-ons.

CONTENT

The Service contains Content owned or licensed by Fundbase (the “Fundbase Content” ). Through the Service, Fundbase also provides access to certain content that was uploaded or otherwise provided by its users and/or third-party providers, including but not limited to the participating Managers (all such content, collectively, the “Third Party Content” ). For the purposes of this Agreement, Fundbase Content and Third Party Content are referred to collectively, as “Content”. Fundbase does not endorse or approve the Third Party Content and makes all Content available to you only as a service and convenience. The Content has been prepared without reference to any particular person’s investment requirements or financial situation. Fundbase and its third-party providers do not guarantee the accuracy, timeliness, completeness or correct sequencing of any of the Content or warrant any results from your use or reliance on the Content. The Content may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither Fundbase nor the third-party providers are obligated to update any information or opinions contained in any of the Content. Fundbase may discontinue offering any Content on the Service at any time without notice.

Forward-Looking Statements

Certain information on, or made available through the Service may contain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “aim”, “will” or similar expressions are intended to identify forward-looking statements. Neither Fundbase nor any providers of Third Party Content undertake any obligation to update or revise any forward-looking statements.

Past Performance

All performance data or comments expressed on, or made available through the Service are an indication of past performance. Past performance is not indicative of future results; no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

Third-Party Links

Although the Service may contain links to third party sites, Fundbase is not responsible for the content or privacy policies employed by any linked sites. Fundbase provides these links as a convenience and does not endorse the companies or contents of any linked sites. Fundbase bears no liability for the content appearing on any linked sites; for the use or reliance upon the information that appears upon the linked sites; and/or for the products and/or services offered therein

Third-Party Licenser and Disclaimers

Through the Service, Fundbase also provides access to Third Party Content, including databases and data providers that require separate license agreements (all such providers, collectively, the “Third Party Licensers” ) to make their data available on Fundbase. Each Third-Party Licenser may request to accept additional terms and conditions. Additional disclaimers may become part of these Terms of Use if required by a Third Party Licenser or Fundbase.

INTELLECTUAL PROPERTY

Copyright

The Service and all Content are protected by intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content (except that you (or the Business Entity you represent) may have rights to Third Party Content that you (or the Business Entity you represent) have posted), and you will not use, copy or display the Content except as permitted under these Terms of Use. No other use of the Service or the Content (other than Third Party Content that you (or the Business Entity you represent) have posted) is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose unless expressly authorized by any applicable permits. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited except to the extent expressly authorized by permissions. If you violate any part of these Terms of Use, your right to access and/or use the Content and Service shall automatically terminate and you shall immediately destroy any copies you have made of the Content (other than Third Party Content in or to which you have express legal rights).

Trademarks

The trademarks, service marks, and logos of Fundbase (the “Fundbase Trademarks” ) used and displayed on the Service are registered and unregistered trademarks or service marks of Fundbase. Other company, product, and service names displayed on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the Fundbase Trademarks, the “Trademarks” ). Nothing in the Service should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any Trademark displayed in the Service without the prior written consent of the applicable Trademark owner specific for each such use (which may be granted by any applicable permissions). The Trademarks may not be used to disparage Fundbase or the applicable third-party, Fundbase and/or third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Fundbase approves the establishment of such a link by prior written consent. All goodwill generated from the use of any Fundbase Trademark shall be inure to Fundbase’s benefit.

Claims of Copyright Infringement

If you believe in good faith that materials made available through the Service infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by competent authorities. Notices and counter-notices with respect to the Service should be sent to Fundbase at:

• By Mail: ACOLIN Fund Services AG |
• By Email: fundbase@acolin.com

Feedback

By providing us with feedback, suggestions and/or comments about the Service and/or posting views, commentary or other information about the Funds on the Service (collectively, the “Feedback” ), you acknowledge that you also give to us, without charge, a worldwide, perpetual, royalty-free, non-exclusive right and license to use, share and commercialize your Feedback in any way and for any purpose on the Service. You expressly acknowledge and agree that you will not give Feedback that is subject to a license that requires us to license its software or documentation to third parties because we include your Feedback in them.

DISCLAIMERS

Disclaimer of Warranties

Fundbase, its affiliates, their respective officers, employees, agents, suppliers, or licensors (collectively, the “Fundbase Parties” ) make no warranties or representations about the service and/or the content, including but not limited to its accuracy, reliability, completeness, timeliness or reliability. The Fundbase Parties shall not be subject to liability for the truth, accuracy or completeness of the content or any other information conveyed to the user or for errors, mistakes or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. YOU AGREE THAT YOU USE THE SERVICE AND THE CONTENT AT YOUR OWN RISK. The Fundbase Parties do not warrant that the service will operate error-free or that the service, its server, or the content are free of computer viruses or similar contamination or destructive features. If your use of the service or the content results in the need for servicing or replacing equipment or data, no Fundbase Party shall be responsible for those costs.

Service Access and Availability

If the Service was not available for any period or any time, Fundbase shall not be liable. Fundbase gives no warranties as to the accessibility, performance or availability of the Service. Temporary suspension of access to the Service or service interruption may occur without notice at our discretion including without limitation in the case of repair, maintenance, system failure or for reasons beyond our control. Fundbase reserves the right to suspend the operation of the Service and/or any part thereof. You agree that neither Fundbase nor its third-party providers will be liable to you in any way for the termination, suspension, interruption, delay of any of the services and products on the Service.

No Recommendations or Advice Provided

Fundbase does not make recommendations or offer investment advice or offer investment products of any kind. Fundbase assumes no responsibility for the Content and/or any Third Party Content. Although Fundbase may provide Content and make available other Third Party Content through the Service, you should not construe any such information as advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any such information and the making of any investments. Investments are subject to risk and investors may lose money. You acknowledge and agree that any investment decisions you make as a result of using the Service are made entirely at your election and that the Service and its Content and Third Party Content are solely additional sources of information that you may or may not elect to use in making those determinations.

LIMITATION OF LIABILITY

Limitations

In no event shall any Fundbase Party be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the service and/or the content, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if such company party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, you specifically acknowledge that none of the Fundbase Parties will be held liable for any investment losses or gains arising out of and/or resulting from the service (including the Content and Third Party Content)

Acknowledgement

You acknowledge and agree that Fundbase has offered its services, set its prices, and entered into these Terms in reliance upon the warranty disclaimers and the limitations of liability set forth in these Terms of Use, that the warranty disclaimer and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Fundbase, and that the warranty disclaimer and the limitations of liability set forth herein form an essential basis of the bargain between you and Fundbase. FUNDBASE WOULD NOT BE ABLE TO PROVIDE THE SERVICE, SERVICES AND PRODUCTS TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

State law limitations

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

TERMINATION

You agree that Fundbase, in its sole discretion, for any or no reason, and without penalty, may terminate any Account (or any part thereof) that an Authorized User may have with Fundbase or any Authorized User’s use of the Service. Each Authorized User and, except as may otherwise be expressly agreed with a Business Entity, each Business Entity agrees that any termination of your access to the Service or any Account you (or your Authorized Users) may have or portion thereof may be effected without prior notice, and you agree that Fundbase will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Fundbase may have at law or in equity.

GENERAL TERMS AND CONDITIONS

Notice

Fundbase may provide you with notices, including those regarding changes to Fundbase’s terms and conditions, by email, regular mail or postings on the Service. Notice will be deemed given twenty-four hours after email is sent unless Fundbase is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such a case, notice will be deemed given three days after the date of mailing. Notice posted on the Service is deemed given 30 days following the initial posting.

Privacy

Fundbase recognizes and respects the importance of protecting the privacy of all information provided by users. Fundbase collects and stores information about its users, as described in our Privacy Policy available here, which is incorporated herein by reference.

Eligibility

Without limiting the foregoing, the Service is not available where it is illegal to use, and Fundbase reserves the right to refuse and/or cancel the provision of the Service to anyone at its own discretion. Because of the global nature of the Internet, you agree to comply with all local rules regarding online conduct, including all laws, rules, codes and regulations of the country in which you reside and the country from which you access the Service. You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other the United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms of Use are contingent on your compliance with this provision.

Waiver

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

Governing Law and Jurisdiction

These Terms of Use are governed by the laws of Switzerland and the ordinary courts of the Canton of Zurich (CH) shall have exclusive jurisdiction, subject to appeal (including an appeal to the Swiss Federal Court), as provided by law; venue being Zurich.

Severability

If any provision of these Terms of Use is held to be unlawful, void, or for any reason is unenforceable, then that provision will be limited or eliminated from these Terms of Use to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Fundbase without restriction. Any assignment attempted to be made in violation of this Terms of Use shall be void

Survival

Upon termination of these Terms of Use, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

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