PrimeAlpha Terms

Our terms have been updated.

Effective: January 31, 2024

Welcome to PrimeAlpha!

PrimeAlpha, LLC (“PrimeAlpha”) is a cloud-based content management and research platform and community. Our products make it easier for people to share ideas and collaborate. Since our products are cloud based, you can access them through the web and through any number of device types (e.g., desktop, laptop, tablets, and smartphone devices) that you choose.

This document, the PrimeAlpha Terms of Service (“Terms” or “Agreement”), outlines the terms regarding your use of our products. These Terms are a legally binding contract between you and PrimeAlpha so please read carefully. If you do not agree with these Terms, do not register or use any of the Services.

By using, accessing or browsing the PrimeAlpha Service, platform and products including applications, mobile, software, websites or other properties owned or operated by PrimeAlpha or by registering for a PrimeAlpha account (“Services” or “Site”) you are agreeing to be bound by these Terms for the Services provided by PrimeAlpha (“PrimeAlpha”, “we” or “us”).

The Services contains Content owned or licensed by PrimeAlpha. Through the Service, PrimeAlpha may also provide you with access to certain Content that may be uploaded or otherwise provided by it users and/or third party providers (all such Content, collectively, the “Third Party Content”). For the purposes of this Agreement, PrimeAlpha Content and Third Party Content are referred to collectively, as “Content”.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to PrimeAlpha that you have the authority to bind that organization to these Terms (in which event, "you", "your", and “user” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract and this Terms of Service will govern your use of the Services.

By accessing and/or using the Services, you acknowledge that you have read, understand, and agree to abide by the Terms. If you do not understand or agree to these Terms, you do not have permission to access and/or use the Services and you should immediately exit the Services. If you continue using the Services, you accept and agree to the Agreement.

1. RESTRICTED ACCESS

Please note that you hereby agree that the Services mentioned are not suitable for the general public and are not an offer for investment in any manner. Parts of the Services contain information regarding financial services and investment products and funds incorporated in different jurisdictions, which may or may not be suitable for sale in some jurisdictions and are not offered to the public.
You agree not to use the Services in any way that is unlawful. The Content may only be used for the purposes intended by PrimeAlpha.
PrimeAlpha consents for you to download and print the information on this Site for personal use only. Any reproduction, diffusion, publication or resale of any part of or information contained in this Site to third parties, whether for commercial purposes or not, is absolutely prohibited. You agree to keep all information derived from the Services confidential unless you have the express written permission of the person to whom such information belongs.
PrimeAlpha reserves the right at all times to (or not to) delete, edit, amend, remove or post any information or materials in PrimeAlpha’s sole discretion. PrimeAlpha’s Services is purely facilitative and you agree that you will place no reliance upon the Services in any way.

2. DISCLAIMERS

A. NO RECOMMENDATIONS OR ADVICE:

PrimeAlpha makes no recommendations, nor does it offer investment advice of any kind. You agree that no information on the Services is intended to be investment advice and that nothing on the Services should be considered as such or as an attempt to promote, offer to sell or solicitation to buy any of the investments mentioned or to make any investment decision. Investments can go down as well as up. Past performance is not indicative of future results.

B. NO DUTY TO CORRECT OR UPDATE:

PrimeAlpha does not guarantee and takes no responsibility for the accuracy, timeliness, completeness and/or correct sequencing of any of the information, performance data, or statistics contained in the Services, which are supplied entirely “as is” and may come from sources that are out of date or inaccurate. PrimeAlpha undertakes no duty to correct or update any information in the Services. You must independently verify any information directly with the relevant issuer before placing any reliance upon it whatsoever.

C. NO WARRANTY:

PrimeAlpha does not warrant or represent the completeness, accuracy or adequacy of any information and disclaims all liability for inaccuracies, errors or omissions of any kind. No warranty of any kind (whether statutory, express or implied) is given, including but not limited to title, merchantability, fitness for purposes, non-infringement of third party rights and freedom from computer virus, is given with the information and materials.

PrimeAlpha does not warrant that the Services will operate free from error or that it is free from computer viruses or similar contamination. If such features cause contamination or the need for servicing of replacement of your own equipment, PrimeAlpha shall not be responsible for such loss.

PrimeAlpha does not promise that the Services will be available at any particular period of time or at all. PrimeAlpha gives no warranties as to the availability or performance of the Services. User agrees that neither.

TO THE EXTENT NOT PROHIBITED BY LAW, PRIMEALPHA AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

D. ACTING PURELY AS A CONDUIT:

PrimeAlpha does not review information supplied to you through the Services by other persons and takes no responsibility whatsoever for such information, which is entirely a matter between you and such person. You agree that PrimeAlpha is acting purely as a conduit in this regard, providing information through the PrimeAlpha platform as a convenience, and that you do not expect PrimeAlpha to exercise any degree of control over such information.

3. LIMITATION OF LIABILITY

PrimeAlpha will in no event be liable for any damages, including without limitation direct or indirect, special, punitive, incidental or consequential damages, lost profits, losses or expenses arising in connection in any way with the use of the Services by any party, or in connection with any error, omission, inaccuracy, defect, failure of performance, delay in operation or transmission, system failure or computer virus, even if PrimeAlpha is advised of the possibility of such damages, losses or expenses. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply in some circumstances. If, notwithstanding the above limitation of liability, PrimeAlpha is found liable for any loss or damage relating to the use of the Services, you agree that your sole remedy and the sole liability of PrimeAlpha shall not exceed the total amount you have paid to PrimeAlpha in connection with the subject matter from which your claim arises. Without limitation to the generality of the foregoing, you specifically agree that PrimeAlpha shall not be liable for any investment losses or gains from investments involving the use of the Service.

4. ACKNOWLEDGEMENT

You agree and acknowledge that PrimeAlpha has offered its Services and entered into this Agreement in reliance upon the disclaimers, indemnities and limitations of liability set forth in this Agreement and that those disclaimers, limitations of liability and indemnities represent a fair allocation of risk in view of the pricing of the Services and your ability to assume the relevant risks. PrimeAlpha would not be able to provide the Services to you without these limitations.

5. TIMING OF CLAIMS

You and PrimeAlpha agree that any cause of action arising in relation to the Services must commence within one (1) year after the relevant cause of action accrues, otherwise such cause of action is permanently barred.

6. YOUR USE OF THE SERVICE

You agree not to do anything that:

restricts or inhibits any other user from using the Service;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, obscene, vulgar, offensive, pornographic, profane, indecent, or contains explicit or graphic descriptions or accounts of sexual acts;
discriminates, victimizes, harasses, degrades, or intimidates an individual or group of individuals;
attempts to gain unauthorized access to the Site, network, servers or other systems related to the Services;
constitutes unauthorized or unsolicited advertising, junk or Spam e-mail, chain letters, pyramid schemes, any other form of unauthorized solicitation, any form of lottery or gambling or any information, software or other material of a commercial nature;
contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
collects or stores personal data about other users;
violates, plagiarizes or infringes the rights of third parties including, without limitation, copyrights, trademark, patent, rights of privacy or publicity or any other proprietary right;
violates your employer’s policies
constitutes or contains false or misleading indications of origin or statements of fact;
violates or encourages conduct that would violate any other applicable laws or regulation or give rise to civil liability;
provides access to the Site or it’s materials to an unapproved user through sharing of username and password and or taking screenshots of the Site; or
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.

7. NOTIFY PRIMEALPHA OF ACTS CONTRARY TO THIS AGREEMENT

If you believe that you are entitled or obligated to act contrary to this Agreement under applicable law, you agree (if lawfully possible) to provide PrimeAlpha with a detailed explanation of your reasons in writing at least 30 days before you act contrary to this Agreement.

8. NO WAIVER

The failure of PrimeAlpha to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

9. FURTHER ASSURANCES

You agree to make reasonable efforts to do, make, execute, deliver, or cause to be done, made executed, or delivered, all such further acts, documents and things as we may reasonably require from time to time for the purpose of giving effect to this Agreement.

10. SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement shall remain in full force and effect.

11. AMENDMENTS AND NOTICES

PrimeAlpha may periodically change the Terms without notice to you, so please check back from time to time. Unless explicitly stated otherwise, any new features that augment or enhance the Services shall be subject to these Terms. By accessing and using the Services, you agree to these Terms. If you do not wish to agree to changes to the Terms you can terminate your account and stop accessing the Services at any time.

PrimeAlpha may amend the terms and conditions of this Terms of Use, Privacy and Cyber Security Policy, and End User License Agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL https://www.primealpha.com/terms, which amended terms and conditions shall be binding upon you.

12. DATA SECURITY

Digital communications through the Site may not be encrypted. You acknowledge and agree that there is a risk that information, including email and other digital communications, may be accessed by unauthorized third parties.

PrimeAlpha is entitled but not obligated to review or retain your communications to evaluate the quality of service you receive, your compliance with this Agreement, the security of the Site, or for other reasons. You consent in advance to such monitoring and agree that it will not entitle you to any right or cause of action with respect to the manner in which PrimeAlpha monitors your communications. In no event will PrimeAlpha be liable for any costs, damages, expenses or other liabilities incurred by you as a result of any monitoring activities.

13. INTELLECTUAL PROPERTY

You hereby acknowledge and agree that all content and materials available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, and/or other proprietary rights and laws. Except as expressly authorized by PrimeAlpha, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from such materials or content, or in any manner commercially exploit any content or materials on/from the Site. You must abide by all copyright notices, information, or restrictions contained in or attached to any content or portion of the Site. If you violate any part of this Agreement, your right to access the Services shall automatically terminate and you shall immediately destroy any copies you have made of the Content (other than Third Party Content to which you have express legal rights), so far as permitted by law.

PrimeAlpha and the PrimeAlpha logo and any other logos or similar marks are trademarks and service marks of PrimeAlpha (the “PrimeAlpha Trademark”). All other trademarks, service marks, logos and audio sounds used in the Site are the trademarks, service marks or logos of their respective owners (the “Third Party Trademarks”, and, together with the PrimeAlpha Trademarks, the “Trademarks”). Nothing in this Site should be construed as granting (by estoppel, implication or otherwise) any license or right to use any Trademark displayed in the Site without the prior written consent of the applicable Trademark owner. The Trademarks may not be used to disparage PrimeAlpha or the applicable third party or their respective 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 PrimeAlpha approves such a link in writing.

By providing us with feedback, suggestions and/or comments about the Services and/or posting views, commentary or other information about the Services and its users (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.

14. CONFIDENTIALITY

You acknowledge and agree that in connection with your use of the Service, you may have access to certain confidential and proprietary information regarding PrimeAlpha and various third parties (“Confidential Information”). Confidential Information shall include all information obtained by you in connection with your use of the Service, including, without limitation, all Third Party Content. Except as otherwise expressly permitted by the applicable third party in writing, you agree to hold all Confidential Information in strictest confidence and not to use or divulge any Confidential Information to any third party in violation of these Terms; provided that this provision shall not restrict user from sharing Confidential Information within their organizations so long as such Confidential Information remains subject to the limitations set forth in these Terms and both you and PrimeAlpha may disclose Confidential Information to the extent required by judicial order, law, rule or regulation, or as part of an inspection or a request by a governmental agency or sub-regulatory agency. You agree to notify PrimeAlpha immediately in the event that you determine or suspect that any Confidential Information has been compromised.

15. INDEMNITY

You agree to indemnify, defend and hold harmless PrimeAlpha and its affiliates and any of their officers, directors, advisors, shareholders, employees, consultants, agents, licensors, licensees and suppliers from and against any and all claims, liability, damages, costs and/or expenses, including but not limited to all attorneys’ fees and other litigation expenses, arising from your access to, use or misuse of the Service, and/or any breach by you of any covenant, representation or warranty contained herein.

16. LIMITATION OF LIABILITY

In no event shall any PrimeAlpha 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, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if such user has been advised of the possibility of such damages. Without limiting the generality of the foregoing, you specifically acknowledge that none of the PrimeAlpha parties will be held liable for any investment losses or gains arising out of and/or resulting from the Service.

17. ACKNOWLEDGMENT OF LIMITATION OF LIABILITY

You acknowledge and agree that PrimeAlpha 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, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and PrimeAlpha, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and PrimeAlpha. PrimeAlpha would not be able to provide the Services to you on an economically reasonable basis without these limitations.

18. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, as applied to agreements entered into and completely performed in the State of Maryland, without regard to conflicts of laws rules. You agree to submit to the sole and exclusive jurisdiction of and venue in the federal courts or state courts in Maryland for all actions or proceedings related to this Agreement and you agree to waive any jurisdictional, venue or inconvenient forum objections to such courts.

19. TERMINATION

This Agreement will take effect from the first time you use the Site for any purposes and you reaffirm your consent to this Agreement each time you use the Site. PrimeAlpha reserves the right at any time and for any reason in its sole and absolute discretion to deny any user access to the Site or any portion of the Site and to terminate this Agreement. Termination shall be effective without notice and shall preserve any claims for breaches of covenants, representations and warranties expressed in this Agreement; shall preserve all obligations of confidentiality and in relation to intellectual property; and shall also preserve the section of this Agreement entitled “Applicable law”.

20. COPYRIGHT

A. NOTIFICATION OF COPYRIGHT INFRINGEMENT:

If you are a copyright owner (or an agent of a copyright owner) and believe material posted or linked to on our Site infringes upon your copyright, you may submit a Notification of Claimed Infringement under the Digital Millennium Copyright Act ("DMCA") by sending an e-mail to PrimeAlpha containing the following information:

A clear identification of the copyrighted work claimed to have been infringed. If multiple copyrighted works are posted on a single web page and you notify us about all of them in a single notice, you may provide a representative list of such works found at the Site.
A clear identification of the material you claim is infringing on the copyrighted work, and information sufficient to locate that material on our Site.
A statement that you have a "good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law."
A statement that "the information in the notification is accurate, and under penalty of perjury, the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

Your contact information so that we can reply to your notice, preferably including an e-mail address and telephone number.

The notice must be physically or electronically signed by the copyright owner or a person authorized to act on behalf of the owner.

Your written Notification of Claimed Infringement must be sent to PrimeAlpha at the following email: info@PrimeAlpha.com. We will review and address all notices that substantially comply with the requirements identified above. If your notice fails to substantially comply with all of these requirements, we may not be able to respond to your notice.

You should consult your legal advisor before filing a Notification of Claimed Infringement. Please note that you may be liable for damages if you make a false claim of copyright infringement. Section 512(f) of the Copyright Act provides that any person who knowingly materially misrepresents that material is infringing may be subject to liability.

B. COUNTER NOTIFICATION OF COPYRIGHT INFRINGEMENT:

If you believe material was removed in error, you may send a Counter Notification to our Designated Copyright Agent at the e-mail address provided below.

To file a Counter Notification with us, you must send us an e-mail that sets forth the items specified below:
Identify the specific file or URL of material that we have removed or to which we have disabled access.
Provide your full name, address, telephone number, and e-mail address.
Provide a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, and that you will accept service of process from the person who the provided notification of claimed infringement to which your notice relates or an agent of such person.
Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
Sign the notice. If you are providing notice by e-mail, an electronic signature or scanned physical signature will be accepted.

If we receive a Counter Notification from you, we may forward it to the party who submitted the original Notification of Claimed Infringement. The Counter Notification we forward may include some of your personal information, such as your name and contact information. By submitting a Counter Notification, you consent to having your information revealed in this way. We will not forward the Counter Notification to any party other than the original claimant unless required or expressly permitted to do so by law.

After we send out the Counter Notification, the original claimant must respond to us within 10 business days stating that the original claimant has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on our Site.

We suggest that you consult your legal advisor before filing a Counter Notification of Copyright Infringement. Please note that you may be liable for damages if you make a false claim. Under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material was removed or disabled by mistake or misidentification may be subject to liability.

Please note that we may not be able to contact you if we receive a Notification of Copyright Infringement about material you posted online. In accordance with our Terms of Service, we reserve the right to remove any content posted on our Site at any time at our sole discretion.

21. ELIGIBILITY

Without limiting the foregoing, the Services is not available where it is illegal to use, and PrimeAlpha reserves the right to refuse and/or cancel the provision of the Services 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 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 are contingent on your compliance with this provision.

22. AIFMD

If you are a European investor or allocator, by virtue of signing-up for the PrimeAlpha platform you are agreeing that you are making an approach to the funds on the system which is considered a direct solicitation of the manager as defined by AIFMD regulation. If you do not agree to this classification, you should not use the site or services.

23. WAIVER

The failure of PrimeAlpha 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 PrimeAlpha.

24. SEVERABILITY

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

25. ASSIGNMENT

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

26. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering with PrimeAlpha or signing up for Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding PrimeAlpha's products and services. Due to the nature of the Services, we are required to send you certain notifications regarding our Services. To completely unsubscribe you will need to deactivate your account by emailing info@primealpha.com.

Notices emailed to you will be considered given and received when the email is sent. If you don't consent to receive notices (other than promotional materials) electronically, you must stop using the Services.

27. CONTENT STORAGE

The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.

28. FEES

PrimeAlpha offers both free and paid Services. If you choose to subscribe to a paid Service, you agree to pay the fees ("Fees") as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency PrimeAlpha quoted at the time of purchase. PrimeAlpha reserves the right to change the eligible currencies at any time.

PrimeAlpha reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don't agree to these changes, you must stop using the Service and cancel via email to info@primealpha.com (with cancellation confirmation from a PrimeAlpha representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.

If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and for the same subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.

29. BILLING/PAYMENT

If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent PrimeAlpha has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

30. SUBSCRIPTION PERIOD

You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):

A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel your Monthly Subscription Plan at least thirty (30) days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel. Be aware that you are committing to a one-year plan.

An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel or downgrade the PrimeAlpha Service you have selected until the anniversary date. Be aware that you are committing to a one-year plan.

If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.

31. PRIMEALPHA SUBSCRIPTION SPECIFIC TERMS

If you are purchasing a PrimeAlpha subscription plan, the following additional terms apply to you:

You: (a) are required to have a PrimeAlpha account for each user, (b) will only receive the features and functionality that are included in the specific subscription plan that you have purchased, (c) are responsible for setting your configurations of the PrimeAlpha Service, and (d) are responsible for managing any of your devices and/or any systems that you use to access the PrimeAlpha Service.

32. CONSULTING SERVICES

A. Consulting Services:

In the event you order any professional, educational, operational or technical services (collectively, “Consulting Services"), the nature, details and duration of the Consulting Services will further described in a statement of work.

B. Deliverables and PrimeAlpha Tools:

PrimeAlpha will own and retains all rights, title and interest in and to the any training materials or other tangible materials provided to you as part of the Consulting Services (each, a “Deliverable”) (excluding any of your Confidential Information), and related intellectual property rights. Subject to these Terms, PrimeAlpha grants you a royalty free, limited, non-exclusive, non-transferable and terminable license to use the Deliverables solely for your authorized use of the PrimeAlpha Service during your subscription term. Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“PrimeAlpha Tools”) used by PrimeAlpha to develop the Deliverables and to the extent such PrimeAlpha Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to you on the same terms as the Deliverables.

C. Consulting Services Warranty:

In regard to Consulting Services only, PrimeAlpha warrants that: (a) it and each of its employees, consultants and subcontractors, if any, have the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Consulting Services in accordance with the applicable datasheet or statement of work; and (b) the Consulting Services will be performed in a professional and workmanlike manner in accordance with industry standards and in accordance with the scope of services outlined in the applicable datasheet or statement of work. You acknowledge that PrimeAlpha’s ability to successfully perform the Consulting Services is dependent upon your provision of timely information, access to resources, and participation as outlined in the applicable Consulting Services. If through no fault or delay of you the Consulting Services do not conform to the foregoing warranty, and you notify PrimeAlpha within seven (7) calendar days of PrimeAlpha’s delivery of the Consulting Services, PrimeAlpha will re-perform the non-conforming portion(s) of the Consulting Services at no additional cost to you.

33. ENTIRE AGREEMENT

These Terms of Use, along with the Privacy Policy and the End User License Agreement represents the entire agreement between you and PrimeAlpha relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms of Use, Privacy Policy, and/or the End User License Agreement by PrimeAlpha.

Our terms have been updated.

Effective: May 25, 2018

Your privacy is important to us, and so is being transparent about how we collect, use, and share information about you.

This Privacy Policy covers the information we collect about you when you use our products or services, or otherwise interact with us (for example, by attending our events), unless a different policy is displayed. PrimeAlpha, we and us refers to PrimeAlpa, LLC and any of our corporate affiliates. We offer a wide range of products, including our data rooms, events and data center products. We refer to all of these products, together with our other services and websites as "Services" in this policy. This policy also explains your choices about how we use information about you. Your choices include how you can object to certain uses of information about you and how you can access and update certain information about you. If you do not agree with this policy, do not access or use our Services or interact with any other aspect of our business. Where we provide the Services under contract with an organization (for example your employer) that organization controls the information processed by the Services. For more information, please see Notice to End Users below.

1. DESCRIPTION DATA PRIMEALPHA COLLECTS

In operating the Service, PrimeAlpha collects certain personally identifiable information (“Personal Information”) and other non-individually identifiable data from users, as further described below.

2. DATA PRIMEALPHA COLLECTS FROM USERS

When users use PrimeAlpha and use the Services they are asked to provide information about their business and to provide Personal Information about themselves and certain other individuals who may be permitted to use the Service as representatives of the business. Users may be asked to provide information about their firm and details about their firm and investment products. Users may also be required to provide contact information, and other details regarding the organization. Personal Information such as name, location, current and past work history may also be collected to better provide a targeted service for your use.

3. GENERAL DATA THAT MAY BE COLLECTED

COOKIES: In operating the Service, we may use a technology called “cookies.” Our cookies help provide additional functionality to the Service and help us analyze Service usage more accurately. For instance, our Service may set a cookie on a user’s browser that allows you to access the Service without needing to remember and then enter a password more than once during a visit to the Service. On most web browsers, you will find a “help” section on the toolbar. Please refer to this section for information on how to receive notification when you are receiving a new cookie and how to turn cookies off. We recommend that you leave cookies turned on because they allow you to take advantage of some of the features of our Service.

USAGE: PrimeAlpha collects certain data about all users’ use of the Service, such as the information about the pages of the web site visited, the length of time each page was visited and similar data. PrimeAlpha may use such information and pool it with other information to analyze the use of the Service. PrimeAlpha may also collect and maintain users’ IP addresses.

4. LEGAL BASES FOR PROCESSING (FOR EEA USERS):

If you are an individual in the European Economic Area (EEA), we collect and process information about you only where we have legal bases for doing so under applicable EU laws. The legal bases depend on the Services you use and how you use them. This means we collect and use your information only where:

We need it to provide you the Services, including to operate the Services, provide customer support and personalized features and to protect the safety and security of the Services;
It satisfies a legitimate interest (which is not overridden by your data protection interests), such as for research and development, to market and promote the Services and to protect our legal rights and interests;
You give us consent to do so for a specific purpose; or
We need to process your data to comply with a legal obligation.

If you have consented to our use of information about you for a specific purpose, you have the right to change your mind at any time, but this will not affect any processing that has already taken place. Where we are using your information because we or a third party (e.g. your employer) have a legitimate interest to do so, you have the right to object to that use though, in some cases, this may mean no longer using the Services.

If you are based outside the United States, you should be aware that your data will be transmitted to the United States and processed in accordance with US law. US law may impose different requirements and provide for different protections from the law of the jurisdiction in which you are based.

5. PRIMEALPHA MAY USE DATA IN THE FOLLOWING WAYS

PrimeAlpha uses the Personal Information and other data that is provided to it through the Service in order to make the Service available to users. We may also use information collected through the Service to respond to requests for information about our Service and to address other inquiries. PrimeAlpha may also use data collected through the Service to analyze and improve the Service.

We use the information we collect from all of our services to provide, maintain, protect and improve them, to develop new ones, and to protect Primealpha and our users. We also use this information to offer you tailored content – like giving you more relevant search results and ads.

We may replace past names and other information associated with your PrimeAlpha Account so that you are represented consistently across all our services.

When you contact PrimeAlpha, we may keep a record of your communication to help solve any issues you might be facing. We may use your email address to inform you about our services, such as letting you know about upcoming changes or improvements.

We will ask for your consent before using information for a purpose other than those that are set out in this Privacy Policy.

In addition, PrimeAlpha may use the contact information provided by users to contact such users about the Service and other products and services offered by PrimeAlpha. Users will be permitted to opt-out of receiving marketing related electronic communications from PrimeAlpha by contacting us at info@PrimeAlpha.com. All users, including those who opt-out of the receipt of marketing correspondence, will continue to receive electronic communications related to the Service and their use thereof (such as correspondence related to customer service, announcements of changes to the Service and so forth).

We also use and analyze the information we collect so that we can administer, support, improve and develop our business.

6. PRIMEALPHA AND SHARING OF DATA

PrimeAlpha only shares Personal Information and other data that is provided to it through the Service in the following limited circumstances:

THIRD PARTIES: PrimeAlpha, like many businesses, sometimes hires other companies to perform certain business-related functions. When we employ another company to perform a function of this nature, we only provide them with the data that they need to perform their specific function.

CHANGE OF OWNERSHIP: In the event of a corporate sale, merger, reorganization, dissolution or similar event, Personal Information and other data may be part of the transferred assets.

AGGREGATED DATA: PrimeAlpha may disclose data collected through the Service in aggregate form in order to describe the Service to current and prospective business partners and to other non-affiliated third parties for other lawful purposes. We may also aggregate data collected through the services to create various indices and other products.

LINKS TO OTHERS SITES: This Privacy Policy applies only to the Service. This Service may provide links to web sites and services operated by third parties (each, a “Third Party Site”). The operators of such Third Party Sites will have their own privacy policies with respect to the information that they collect and, as such, PrimeAlpha suggests contacting them directly for information on those policies.

7. SECURITY

PrimeAlpha realizes security of your data is critical and takes reasonable commercial measures to protect the Personal Information and other data that is collected through the Service from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no Internet or e-mail transmission is ever fully secure or error free. In particular, e-mail sent to or from this Service may not be secure, and you should therefore take special care in deciding what information you send to us via e-mail.

8. OTHER TERMS AND CONDITIONS

Your access to and use of this Service is also subject to the PrimeAlpha Terms of Use agreement, which is hereby incorporated by reference. Additionally, if you become an Authorized User of the Service you are required to accept the End User License Agreement.

9. PRIVACY POLICY TERMS OF USE

PrimeAlpha reserves the right to update or modify this Privacy Policy at any time without prior notice. Please review this Privacy Policy periodically, and especially before you submit any Personal Information to us through the Service. This Privacy Policy was last updated on the date indicated above. Your continued use of the Service after any changes or revisions to this Privacy Policy shall indicate your agreement with the terms of such revised Privacy Policy and, unless otherwise noted, the revised Privacy Policy will apply to all data held by PrimeAlpha at the time the changes are made.

By continuing to access and use PrimeAlpha, this Privacy Policy will supersede all other Non-Disclosure Agreements.

10. Notice to End Users

Many of our products are intended for use by organizations. Where the Services are made available to you through an organization (e.g. your employer), that organization is the administrator of the Services and is responsible for the accounts and/or Service sites over which it has control. If this is the case, please direct your data privacy questions to your administrator, as your use of the Services is subject to that organization's policies. We are not responsible for the privacy or security practices of an administrator's organization, which may be different than this policy.

Administrators are able to:

require you to reset your account password;
restrict, suspend or terminate your access to the Services;
access information in and about your account;
access or retain information stored as part of your account;
install or uninstall third-party apps or other integrations

In some cases, administrators can also:

restrict, suspend or terminate your account access;
change the email address associated with your account;
change your information, including profile information;
restrict your ability to edit, restrict, modify or delete information

Even if the Services are not currently administered to you by an organization, if you use an email address provided by an organization (such as your work email address) to access the Services, then the owner of the domain associated with your email address (e.g. your employer) may assert administrative control over your account and use of the Services at a later date. Please contact your organization or refer to your administrator’s organizational policies for more information.

Deactivate your account: If you no longer wish to use our Services, please contact PrimeAlpha support at info@primealpha.com. Please be aware that deactivating your account does not delete your information; your information remains visible to other users based on your past participation within the Services (such as a data room managed by another user). Deactivating your account does mean that no user profile will be viewable by other users who have not been given access prior to deactivation.

11. CONTACTING PRIMEALPHA

Please feel free to contact us if you have any questions about this Privacy Policy or the information practices of this Website. You may contact us as at info@primealpha.com.

Our terms have been updated.

Effective: September 30, 2020

PrimeAlpha, LLC (“PrimeAlpha”) provides this web site located at www.primealpha.com (the “Site”) and all Content (as defined below) and services available therein (such Site, Content and services, collectively, the “Service”) subject to the following terms of use as described under these Terms of Use (the “Terms”).

The Service contains Content owned or licensed by PrimeAlpha. Through the Service, PrimeAlpha may also provide you with access to certain Content that may be uploaded or otherwise provided by its users and/or third party providers with all such Content, collectively, the “Third Party Content”. For the purposes of this Agreement, PrimeAlpha Content and Third Party Content are referred to collectively, as “Content”.

This End User License Agreement is between PrimeAlpha, LLC referred to as “PrimeAlpha,” and the “Customer.” This End User License Agreement (“EULA”) shall apply to Customer’s and each User’s access to and/or use of any PrimeAlpha Services.

By clicking “I agree to the PrimeAlpha Terms of Use, Privacy Policy, and End User License Agreement” in the Registration you accept the Terms of Use, Privacy Policy and the End User License Agreement, collectively the agreement (“Agreement”) on your own behalf and on behalf of anyone on whose behalf or in the course of your employment for whom you are accessing the Services (collectively from this point on, “you”, “your” or “user”). You also represent and warrant that you are entitled to access the information under the laws of the jurisdiction(s) where you are accessing the Services.

By accessing and/or using the Service, you acknowledge that you have read, understand, and agree to abide by the Terms. If you do not understand or agree to these Terms, you do not have permission to access and/or use the Service and you should immediately exit the Service. If you continue using the Service, you accept and agree to the Agreement.

Access to and/or any use of the Licensed Products will constitute acceptance of all terms and conditions contained herein, and the Terms of Use and Privacy Policy. This EULA incorporates by reference any and all applicable invoices, order forms or subscription agreements related to PrimeAlpha. If you do not agree with the terms and conditions stated herein, immediately contact PrimeAlpha at info@PrimeAlpha.com to discontinue access. Renewal of any Subscription for any Licensed Product following any changes to this EULA will constitute acceptance of those changes.

1. ACCESS TO THE PRIMEALPHA SERVICE

The Service is an Internet-based hosted platform designed to enable members of the asset management community in particular and the financial services industry in general, to improve the efficiency of their interactions via sharing and dissemination of information through a central hub. The Service can be accessed via PrimeAlphas' web site, or through certain web portals branded by a third party. You have been added to the Service as a user (an “End User”) and have been assigned a PrimeAlpha username and password. The terms of this Agreement shall also apply to your use of any aspect of the Service in the future.

You may not access or use the Service if you are a direct competitor of PrimeAlpha, except with our prior consent. In addition, you may not access the Service for any competitive purposes.

The Service includes but is not limited to any images, "applets", photographs, animations, video, audio and text incorporated into the Service by PrimeAlpha, the "look and feel" of the Service, and any proprietary software provided to you by PrimeAlpha for the purpose of accessing and using the Service. The Service also includes any PrimeAlpha archive of data from the Service copied to a DVD, FTP site or other storage device (an "Archive") to which you have access.

PrimeAlpha grants you a non-exclusive, non-sublicensable, revocable, non-transferable, limited right and license (the "License") to access the Service (either via a web site or via a standalone software utility) in order to participate in the business being conducted through the Service. You warrant and represent that you will only access and/or use the Service, End User Data, and/or other resources on the Service to which you have been granted authorized access via the Service. You further warrant and represent that you will use the Service solely for business purposes. Your use of a standalone software utility to access and use the Service will also be governed by and will be in accordance with the terms of this Agreement. Standalone software utilities may include automatic update technology designed to automatically download updates to the utility to your computer, and you consent to the receipt of such updates. This End User Agreement will apply to all use of the Service using your PrimeAlpha username and password (and any use of the Service by you via a standalone software utility configured to access the Service with a "role" PrimeAlpha username and password).

You understand and agree that the License and your PrimeAlpha username and password are only granted to the individual accepting this Agreement. You agree to take all reasonable and prudent steps not to let any other person learn or use the ID or password assigned to you except PrimeAlpha customer support staff as necessary. You also agree that you will neither register nor use any username for group purposes or as a role account (nor permit the same). PrimeAlpha may block access to the Service without notice for any username used for group purposes or as a role account. No service bureau work, multiple-user license, or time-sharing arrangement for the use of the Service is permitted, except as expressly authorized by PrimeAlpha in writing.

Access to the Service is provided via the Internet through the World Wide Web. You are required to supply all software or hardware needed by you to access the Service, such as a computer, an Internet connection, and compatible Web browser software. In addition, you may be required to download and/or install additional software (e.g., certain software plug-ins or software applications) in order to access certain data on the Service.

The Service may contain one or more hyperlinks to third-party websites and services. PrimeAlpha and the party that invites you as an End User are not responsible for information gathered from, or the use of, any of these third-party websites and services.

2. OWNERSHIP OF THE PRIMEALPHA SERVICE

PrimeAlpha is only providing you with the right to access and use the Service. PrimeAlpha retains sole and exclusive ownership of and all right, title, and interest in and to the Service (including ownership of all trade secrets, copyrights, workflows, concepts and other intellectual property rights pertaining to the Service, and to all modifications and enhancements of the Service, subject only to the rights and privileges expressly granted to you by PrimeAlpha through this Agreement. In addition, the Service is presented with a distinctive "look and feel," and this "look and feel" is the proprietary property of PrimeAlpha. PrimeAlpha reserves all rights in and to the Service not expressly granted under this Agreement. You must not place any claims, liens, or encumbrances on the Service.

The Service is protected by U.S. copyright, patent and other U.S. and international laws and international treaty provisions. You may not use, copy, modify, or distribute the Service (electronically or otherwise), including the source code for any portion of the Service, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by PrimeAlpha hereunder or otherwise in writing.

You may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from, or otherwise alter the Service, except where such action is necessary to develop an independent interoperable program (and in such circumstances such action shall only be permitted on the prior written consent of PrimeAlpha, such consent not to be unreasonably withheld or delayed). You may not transfer, lease, assign, rent, or sublicense the rights granted to you under this Agreement, or make the Service available for the use of other persons through your username. You may not use any portion of the Service or any standalone utility provided for use with the Service for any purpose other than its intended purpose.

You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or PrimeAlpha. You must not: damage, disable, overburden, disrupt or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by PrimeAlpha) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:

(a) remove, obscure or alter any proprietary rights notice pertaining to the Service;
(b) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate End User Data, such as End User Data: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any End User Data that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
(c) access or attempt to access PrimeAlphas' other accounts, computer systems, servers or networks not covered by these Terms, through password mining or any other means;
(d) cause, as determined by PrimeAlphas' in its sole discretion, inordinate burden on the Service or PrimeAlphas' system resources or capacity.

3. CONFIDENTIALITY

You acknowledge that the Service (including without limitation standalone software utilities and documentation) has been developed by PrimeAlpha at great expenditure of time, resources, and money and are considered proprietary and confidential by PrimeAlpha. Therefore, you undertake that except as needed to use the Service, you will not disclose details about the Service to any third party and will exercise the highest reasonable degree of care to safeguard the confidentiality thereof. You may only use or disclose any personally identifiable information about other End Users of the Service that you first learn through your use of the Service for business purposes related to the transaction or project being effectuated through the Service. This Confidentiality section does not cover your disclosure of End User Data, but your ability to disclose End User Data may be governed by other confidentiality obligations.

PrimeAlpha is committed to maintaining the confidentiality of End User Data. PrimeAlpha will only access and process End User Data (a) upon the request of the PrimeAlpha client for whom the Service has been provided; (b) at the direction of an End User granted access to that data (e.g., in furtherance of delivery of the Service or performance of related customer support functions); or (c) as otherwise required by applicable law. PrimeAlpha also may use and disclose statistical data regarding the use of the Service; however, no End User, client or particular transaction shall be identified in connection with such statistics. PrimeAlpha may provide clients with individual user level information regarding access of their data room and the documents and other content that is stored in their data room.

4. TERMINATION: ACCESS TO SERVICE

Either you or PrimeAlpha may terminate this Agreement, your access to the Service (in whole or in part) at any time with immediate effect by providing notice of such termination to PrimeAlpha or the party who has contracted with PrimeAlpha for the Service. Without limiting the foregoing, PrimeAlpha may immediately suspend your access to the Service or any utility used by you to access or use the Service if your use of the Service or that utility (a) may, in our reasonable opinion, impair the ability of other End Users to access or use the Service, or (b) is, in our reasonable opinion, in violation of any federal, state, local, or foreign laws, rules, regulations, and ordinances.

Upon termination of this Agreement, the License granted pursuant to this End User Agreement will terminate, and you must immediately cease all access to and use of the Service through any means. Upon termination of this Agreement for any reason or upon discontinuance or abandonment of your use of the Service, you must promptly destroy all materials in your possession pertaining to the Service (including all copies thereof and any proprietary workflows, data, screenshots, PrimeAlpha provided to you, but not including any End User Data which is rightfully in your possession). You agree to promptly provide PrimeAlpha with written certification of your compliance with the terms of this paragraph upon PrimeAlphas' request or will be in breach of this agreement.

5. COMPLIANCE WITH LAWS AND COMPLIANCE POLICIES

You acknowledge and agree that your access to and use of the Service may be subject to applicable foreign, federal, state and/or local laws, ordinances, rules, and regulations, including without limitation, the rules and regulations of foreign, federal, state, and/or local agencies, such as the Federal Communications Commission and/or the Securities and Exchange Commission (each such agency, a "Regulatory Agency"). You agree to comply with all laws, ordinances, rules, regulations, and/or requirements imposed by any government or Regulatory Agency on your use, transmission, and disclosure of any data or information via the Service. You also represent and warrant that any data, media, or other content you disseminate through the Service does not violate the intellectual property rights or other rights of any third party or your internal compliance policies.

You acknowledge and agree that if you share audio, video, or other content from the PrimeAlpha site that you have taken all steps necessary that the organization or individuals you are sharing content with have met all legal and compliance related criteria before such sharing occurs. PrimeAlpha takes no responsibility in regulating such compliance procedure where content is shared and holds no responsilibility where a breach may have occurred due to the non-compliant sharing.

6. LIMITED WARRANTY

You acknowledge that neither PrimeAlpha nor any other third party partner or agent of PrimeAlpha involved in the provision of the Service (each such third party, a "Third Party Provider") can ensure that the operation of, performance of, and/or access to the Service will be uninterrupted or error-free. As your exclusive remedy for any material defect in the Service provided hereunder, PrimeAlpha will attempt through reasonable efforts to correct or cure any such reproducible and documented material defect. PrimeAlpha will not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Service (a) if caused by software or other equipment used by you which has not been provided by PrimeAlpha; (b) if the Service has been misused or damaged in any respect; or (c) if you have not reported to PrimeAlpha the existence and nature of any such nonconformity or defect promptly upon discovering any such changes.

PrimeAlpha does not and cannot control the flow of data to or from the Service, as such flow depends in large part on the performance of computer hardware and Internet services and software provided or controlled by third parties (including you), on the public Internet infrastructure, and on other events beyond the reasonable control of PrimeAlpha. At times, action or inaction of third parties, hardware/software problems with the public Internet infrastructure or with your computing equipment, or other events beyond the reasonable control of PrimeAlpha can impair or disrupt your connection to the Service. Save as specified in the foregoing paragraph, PrimeAlpha will not be liable for any such interruptions in your ability to access the Service resulting from or related to such services, software, or events.

You acknowledge and agree that PrimeAlpha shall not be responsible for the content of End User Data or the modification, use or publication of End User Data by you or any other End User or third party (other than PrimeAlphas' agents and subcontractors). PrimeAlpha shall not be responsible for the accuracy, nature, content or completeness of information obtained by you from the Service.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS LICENSED TO YOU "AS-IS," AND PRIMEALPHA DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED PROMISES, REPRESENTATIONS, AND WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ITS CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, ITS COMPATIBILITY WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, WARRANTIES OF TITLE, AGAINST INFRINGEMENT, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

7. DATA

You acknowledge that the transmission of data via the Service is subject to the likelihood of human and machine errors, omissions, delays, and losses (including but not limited to viruses or inadvertent loss of data or damage to media) that may give rise to loss or damage. PrimeAlpha will not be liable for any such errors, omissions, delays, or losses, except to the extent caused by its gross negligence or willful misconduct (and subject to all other terms and conditions of this Agreement).

When an End User accesses data on the Service (e.g., a publication, comment, or attachments to a publication or comment), a copy of that data is copied to that user's local computer (this is called "caching" and is part of how web browsers work). Caching is used to improve the speed of the Service when you repeatedly access graphics or data during a session. Once pages and/or data have been cached on your local computer that data is beyond the control of PrimeAlpha, and may be accessible to anyone with access to your computer. Each End User assumes all risk and liability associated with any data cached to that End User's local computer. PrimeAlpha strongly recommends that you empty your web browser cache when you log out of a PrimeAlpha session to ensure that any cached files from your PrimeAlpha session are deleted from your computer. For assistance with emptying the cache on your web browser, please contact PrimeAlphas' user support via the site.

The Service should only be used as a conduit for information, not as primary information storage. As an End User, you are responsible for adopting reasonable measures to limit the impact of data loss (such as corruption or virus infection), including (a) keeping on your local computer backup copies of data you transmit via the Service in the event you have to re-transmit the data; (b) verifying the data in documents or other materials before transmitting them via the Service; and (c) verifying that documents and other information you have posted to the Service has been properly posted and have been permissioned to only those persons to whom you wish to grant access. You also understand that other End Users with appropriate access rights may have access to End User Data you transmit through the Service. You shall also run antivirus software on any computer you use to access the Service and shall ensure that documents and files transmitted through the Service have been scanned for viruses.

PrimeAlpha may provide performance and risk statistics using analytical tools for investment products based on net performance data provided by companies. PrimeAlpha makes no representation to the accuracy of the underlying data provided by the manager or the statistical output. It should be noted that the the performance data and performance and risk statistics do not constitute a recommendation or solicitation for investment by PrimeAlpha. PrimeAlpha may at any time decide to use in any way performance and assets under management data for the creation of new products or data services.

The information, materials and content contained in this website are directed only at qualified and/or accredited investors who meet eligibility requirements outlined by the regulatory authority in each investor’s jurisdiction. As a user of the PrimeAlpha website you represent, warrant and agree that you have read the information outlined above and meet any such eligibility requirements.

The information, materials, and content contained in any PrimeAlpha events are directed only at qualified and/or accredited investors who meet eligibility requirements outlined by the regulatory authority in each investor’s jurisdiction. Event attendees represent, warrant, and agree that you have read the information outlined above and meet any such eligibility requirements.

Furthermore, this site is presented for information purposes only. No information or opinions contained in this site constitute a solicitation or offer to buy or sell securities or to furnish any investment advice or service.

8. PRIVACY POLICY; EU DATA PROTECTION

The PrimeAlpha Privacy Policy governs use of data and information provided to PrimeAlpha (the "Privacy Policy"). By accepting this Agreement you also acknowledge that you have read and agree to the terms of the Privacy Policy. You consent to the receipt of email communications from PrimeAlpha relating to the Service, including, without limitation, alerts from PrimeAlpha regarding information posted to PrimeAlpha site.

9. DISCLAIMER OF LIABILITY

IN NO EVENT WILL PRIMEALPHA (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS) OR ANY THIRD PARTY PROVIDER BE LIABLE TO YOU IN RELATION TO THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUES OR SAVINGS, LOSS OF DATA OR COSTS OF RECREATING LOST DATA) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF PRIMEALPHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE.

10. INDEMNIFICATION RELATING TO POSTED DATA

If you post End User Data to the Service for other End Users to view, you will hold harmless and indemnify PrimeAlpha from and against any and all damages, losses, costs and expenses (including reasonable attorneys' fees) incurred by PrimeAlpha in connection with any action or proceeding brought by a third party (excluding subcontractors and agents of PrimeAlpha) that is based on any material violation by you of any applicable law, regulation, third party right or third party agreement governing the posting or use of such End User Data.

11. EXPORT OF STANDALONE UTILITIES

If you are provided with any standalone software utilities for use with the Service, you acknowledge that these utilities may be subject to regulation by applicable laws and United States government and other governmental agencies which prohibit export or diversion of certain products, information about the products, or direct products of the products to certain countries and certain persons. You represent and warrant that you will not export or re-export the software provided as part of the Service in violation of these regulations to a national destination prohibited under these regulations or to any person to whom exports, re-exports or transfers are prohibited under these regulations.

12. REMEDY

You acknowledge that your breach of any of the provisions of this Agreement may cause immediate and irreparable harm to PrimeAlpha for which PrimeAlpha may not have an adequate remedy in money or damages. PrimeAlpha will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from you the costs incurred in seeking such an injunction. PrimeAlphas' right to obtain injunctive relief will not limit its right to seek or obtain further remedies.

13. JURISDICTION

This Agreement is governed by, and construed in accordance with, the laws of the State of Maryland, United States of America, without regard to conflict of law rules. The parties hereto (a) consent to the exclusive jurisdiction of the Supreme Court of the State of Maryland and of the United States District Court for the Southern District of Maryland, and (b) consent that any process or notice or motion or other application to the court or judge thereof may be served within or without the State of Maryland by registered or certified mail or internationally-recognized courier service, or by personal service, provided a reasonable time for appearance is allowed.

14. ASSIGNMENT

You may not assign, novate or otherwise transfer any rights or obligations under this Agreement without PrimeAlphas' prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void.

15. SURVIVAL

All provisions of this Agreement which expressly or by implication continue to govern the parties' rights and obligations after termination of use of the Service shall survive notwithstanding completion of any transaction or project in connection with which the Service is used or deletion of information related to PrimeAlpha to which you are given access.

16. AIFMD

17. DISCLAIMER FOR PRIMEDEALS

With respect to any service, including assisting in the sale of any securities in any company or securities of any fund or investment vehicle (“Business”) and/or its assets (“Assets”), PrimeAlpha, LLC and Canvasback Capital, LLC (combined “Consultant”) acts only as an independent third party assisting Seller with certain aspects of the transaction.

In this regard, the relevant buyer (“Buyer”) and/or seller (“Seller”) acknowledge that:

Consultant is not an agent, broker, or legal representative of any party.
Consultant makes no guarantees, representations or warranties regarding the Seller’s Business, its Assets and/or the advisability of entering into the Transaction. Consultant has not verified the accuracy or completeness of any relevant information, received from any source.
Consultant is not licensed as a securities broker or dealer and has no involvement in advertising, negotiating or otherwise executing a sale of the stock/debt of the Business. If Consultant introduces a prospect for the purchase of the Business Assets or Debt, and the parties subsequently decide on a stock/debt sale, this decision shall not affect the Consultant’s right to its consulting and technology fees.
Seller is solely responsible for locating the Buyer. Neither Buyer nor Seller is relying upon any statements or representations made by Consultant in deciding whether to purchase or sell the Business or any of its Assets, nor upon any statements or representations regarding the valuation placed on the Business or any of its Assets. Seller is relying solely on his own investigation of the Buyer’s creditworthiness and ability to complete this transaction, repay any Seller financing provided, and to successfully operate the Business. Buyer is relying solely on Buyer’s own inspection of the Business, its Assets, financial statements, business records, contracts, operational history, future profitability and the representations made by Seller and on such other material facts as Buyer, in its sole discretion, deems necessary and prudent.
Buyer and Seller each acknowledge that Consultant may receive a monthly and/or fixed consulting fee. Liability of the Consultant in any litigation or other claim made shall be limited to the amount of any fees actually collected by Consultant from the specific Buyer or Seller.
Consultant is not an attorney or CPA and cannot advise the parties as to any legal remedy, business, or tax consequences of any provision or instrument set forth or prepared in connection with this Transaction. Even if Consultant’s discussions touch upon legal or accounting issues, such should not be interpreted as professional advice or opinions. If legal or accounting advice is desired, the parties should consult an attorney or CPA.
The Seller and Buyer, and their assigns and successors jointly and severally, indemnify the Consultant and hold the Consultant harmless from any responsibility, losses or liability arising from the contemplated Transaction, the Business or the Assets, or any misrepresentation by Seller, Buyer or any third party.
Consultant acts only as an independent third party assisting a Seller with certain aspects of the Transaction. Unless Consultant specifies otherwise, Consultant has no power to bind the Seller, make any representations on behalf of Seller, or otherwise exercise any of the powers of an agent. When acting in this limited role, Consultant believes in good faith that it is not an “agent” as defined by law.

18. MISCELLANEOUS

Each party acknowledges and agrees that you may use the Service in your capacity as an employee, officer, director, member (in the case of a limited liability company) or partner of a company, partnership or other organization (an "Employer"). If your Employer has a written agreement with PrimeAlpha in place for the use of the Service, the terms of such written agreement will prevail over any inconsistent terms of this Agreement relating to the use of the Service by you on your Employer's behalf. Except as otherwise specified in a written agreement with an Employer, this Agreement is the complete and exclusive statement of the agreement between you and PrimeAlpha and supersedes any and all other proposals or agreements, written or oral, and any other communications between you and PrimeAlpha relating to your use of the Service (and you shall have no right of action (except in the case of fraud) against PrimeAlpha in connection with any such proposals, agreements or communications). If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality, or enforceability of the remaining provisions. No waiver by PrimeAlpha of any breach of any term or condition of this Agreement will constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Agreement. Except as explicitly set forth herein, no other act, document, usage, custom, or course of dealing shall be deemed to amend or modify this Agreement. Notices pursuant to this Agreement shall reference this Agreement and (a) if to PrimeAlpha, by email to the email address admin@PrimeAlpha.com; or (b) if to you, by email to the email address info@PrimeAlpha.com. Notice shall be deemed effective upon acknowledgment by PrimeAlpha.

19. CHANGES TO END USER AGREEMENT

PrimeAlpha will have the right to modify this Agreement from time to time. PrimeAlpha will notify you of any such material modification by posting a notice on the Service that PrimeAlpha has so modified the Agreement. You understand and agree that your continued use of the Service following the posting of such notice indicates your acceptance of any such modifications, which will become a part of this Agreement. We will not post notification of non-material changes.

BY ACCEPTING THIS AGREEMENT AND CONTINUING TO USE THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.