Terms and Conditions

1. Acceptance of the Terms of Service

1. (1) These Terms and Conditions are entered into by and between you or your business entity ("You" or the "User") and Seamless Alts Platform LLC ("Seamless Alts," "Company" or "We"). The following Terms and Conditions (the "Terms"), govern access to and use of the website and applications provided by us, including any content, functionality and services offered on or through our website and applications (the "Services").
2. (2) Please read the Terms carefully before you start to use the Services. By signing and/or by clicking accept or agree when this option is made available to you, you accept and agree to be bound and abide by the Terms during your use of the Services and our Privacy Policy (Privacy Policy | Investors), incorporated herein by reference. Should you choose not to agree to these Terms or the Privacy Policy, do not subscribe, register or use this Service. Your use of the Services shall also be subject to the terms and conditions of Seamless Alts Master Services Agreement ("Master Agreement"), in the event of conflict between these Terms and the Master Agreement, the Master Agreement will prevail.
3. (3) Our Service is not intended for anyone under 18 years of age. No one under age 18 may provide any information to the Company or the Service. We do not knowingly collect personal information from anyone under 18 years of age. If you are under the age of 18, do not use or provide any information on this Service or through any of its features, make any purchases through the Service, use any of the interactive or public comment features of this Service or provide any information about yourself to us. If you believe we might have any information from or about anyone under the age of 18, please promptly contact us at info@seamlessalts.com.

2. Changes to the Terms

1. (1) We reserve the right to modify or update these Terms at our sole discretion. Any changes will become effective as of the date indicated above.
2. (2) Your continued use of the Service following the posting of revised Terms means that you accept and agree to such changes. Please review this section periodically to stay informed of any updates, as they are binding on you.

3. Description of the Service

1. (1) The Company provides the Services through a digital platform that is designed to facilitate the creation of Private Funds (as defined in the Master Services Agreement) for investments in private portfolio companies, and to provide administrative support throughout a Private Fund's lifecycle. The Service can be categorized into four (4) primary types (the categorization is not extensive and intended for general informational purpose):
   1. (a) the User may onboard onto the Seamless Alts platform to create its user profile;
   2. (b) a party offering a Private Fund through our platform (hereinafter, a "Customer") may create and manage a Private Fund on our platform, as provided in the Master Agreement and respective Deal Setup Forms (as described in the Master Agreement) by and between the Company and such Customer (the terms of which are incorporated herein, as applicable);
   3. (c) The Users, including the Customers may invest in a Private Fund and access administrative tools throughout the lifetime of the Private Fund, subject to the terms and conditions of the relevant Private Fund and applicable laws;
   4. (d) Customers may facilitate the sale or purchase of interest in an Private Fund, through our platform and in accordance with the terms set forth in this Agreement, the Master Services Agreement and the Deal Setup Form; and
   5. (e) any other services provided by Seamless Alts to their Customers and users, either directly via the digital platform, Seamless Alts or third-party applications, or through other methods (whether online or offline), as determined by the Company in its sole discretion.

2. (2) The Service provided to Customers and users by Seamless Alts may involve:

   the management and use of Investor Data and Personal Information (refer to our Privacy Policy and Section 17 of these Terms, entitled "Investor Data Ownership and License; Use of Investor Data"); issuance of contracts and amendments; the facilitation of equity secondary transactions; and the leveraging of Seamless Alts compliance application programming interface ("APIs") to comply with tax, regulatory, SEC and any other applicable rules and regulations, such as, but not limited to, technology platforms used such as CSD, Seamless One, Auth0, AWS and MongoDB Atlas.

4. Limitation of Services

User acknowledges and agrees that certain responsibilities and obligations are imposed by U.S. federal, state and non-U.S. securities laws; by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, Inc. (collectively with its subsidiaries being hereinafter referred to as the "NASD"), in-house "due diligence" or "compliance" departments of licensed securities firms, and other relevant regulatory bodies. Accordingly, User hereby expressly agrees and acknowledges that Seamless Alts cannot, and will not, perform any actions on behalf of User or Customer that would require Seamless Alts or its affiliates to be subject to regulations under U.S. federal, state, or non-U.S. securities laws, including but not limited to, those applicable to registered investment advisers, broker-dealers, or a similarly regulated entities or functions. Seamless Alts Services are expressly limited to those activities as described in these Terms, Master Agreement (including Deal Setup Forms) and/or any contemporaneous agreement as such may exist by and between Seamless Alts and User. The Services provided by Seamless Alts are non-advisory in nature and are strictly limited to the platform and administrative support described in the Agreement. User and Customer are solely responsible for ensuring that all activities related to the implementation, registration and ongoing management of the Private Fund(s) are conducted in accordance with applicable laws and regulations. Seamless Alts shall not be liable for any failure to comply with such laws or regulations. Seamless Alts makes no representations or warranties regarding the compliance of the Private Fund with applicable securities laws, tax laws, or any other legal requirements. Not in limitation of the foregoing, Seamless Alts will not provide legal, financial, or investment advice. User is responsible for obtaining its own counsel in matters related to the Services as described herein. Seamless Alts shall not be required to maintain or expand its facilities, incur any capital expenditures, employ additional or retain personnel or maintain the employment of any specific persons in order to provide the Services to User. to the User are limited to the terms set forth in the Agreement, and any changes to the scope of services or requirements are subject to mutual agreement between the parties.

5. Accessing the Services and Account Security

1. (1) To use the Services, you must register for an account. Upon successful registration each user will be assigned login details, email and password, through which the user will be able to access their account (the "Account") and the Services.
2. (2) You are solely responsible for the following:
   1. (a) making all necessary arrangements to access to the Services, including but not limited to obtaining and maintaining any hardware, software, or internet connectivity required for use; and
   2. (b) ensuring that all individuals who access the Service through the Account are aware of these Terms and comply with them.
3. (3) In order to access certain features of the Services, you may be required to provide specific registration details or other information. You agree that it is a condition of your use of the Services that all information you provide is accurate, current, and complete. You further agree that all information you provide, whether in connection with your registration or otherwise through your use of the Services, is subject to our Privacy Policy, and you consent to all actions taken by Seamless Alts in relation to your information as described therein.
4. (4) If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you agree to treat:
   1. (a) Treat such information as confidential and not disclose it to any third party;
   2. (b) Acknowledge that the Account is intended solely for your business entity or personal use and is not to be shared with others;
   3. (c) Notify Seamless Alts immediately if you become aware of any unauthorized access to your Account or any other security breach.
   4. (d) Exercise particular caution when accessing your Account from a public or shared computer to prevent unauthorized parties from viewing or recording your username, password, or other personal information.

6. Usage Restrictions

1. (1) User shall not
   1. (a) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Service;
   2. (b) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Service, Service or any part thereof;
   3. (c) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Service, including any copy thereof;
   4. (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Service or any features or functionality of the Service, to any third party for any reason, including but not limited to, by making the Service available on a network where it is capable of being accessed by more than one device at any time;
   5. (e) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Service;
   6. (f) offer, advertise or promote, in any manner, any services or products that may directly or indirectly compete with those provided by us to users identified through the Service.
2. (2) If you wish to use any material from the Service in a manner other than as expressly permitted by these Terms, please send your request to info@seamlessalts.com. Any use of the Service outside the scope of this Agreement requires our prior written consent.

7. License; Reservation of Rights

1. (1) Subject to your compliance with these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sub licensable license to access and use the Service solely for your internal business purpose. This license does not include any resale, distribution and commercial exploitation of any Service or its contents. All rights not expressly granted to you in these Terms are reserved and retained by us. Neither the Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
2. (2) You do not acquire any ownership interest in the Service under these Terms, or any other rights thereto other than to use the Service in accordance with the Agreement, and subject to all terms, conditions and restrictions, under these Terms. Company and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Service, including all copyrights, trademarks and other intellectual property rights there in or relating thereto, except as expressly granted to you in these Terms.

8. Intellectual Property Rights; Confidentiality

The Service and its entire contents, features and functionality including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, are owned by the Company, its licensors or other providers of such material and are protected by U.S. and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

9. Trademarks

The Company name, the terms, the Company logo and all related names, logos, product and service names, designs and slogans and/or trade names are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Service are the trademarks of their respective owners and protected under the trademark law.

You acknowledge that no ownership or rights to any such marks are transferred to you by your use of the Service, and any unauthorized use of such marks may result in legal action.

10. Your Responsibilities

You are solely responsible for:

1. (a) the operation, performance and security of your equipment, networks and other computing resources needed and used to connect to and make full use of the Services;
2. (b) maintaining the confidentiality of your accounts, passwords and personal identification numbers used in conjunction with the Services;
3. (c) all uses of the Services by You; and
4. (d) notifying us immediately of any unauthorized use of its account or any other breach of security.

You agree to hold the Company harmless from and indemnify the Company against any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees) that may arise as a result of any unauthorized use of your account or any breach of security.

The Company will not be held liable for any losses, damages, or other adverse consequences that may result from the use of your account or password by a third party, regardless of whether such use was authorized or unauthorized. You acknowledge and agree that any such use is your responsibility and that the Company shall have no liability in connection with it.

11. Fees; Billing and Payment

1. (1) We charge fees for certain features of the Service. The fees applicable to You and the billing details shall be outlined on our website or in a written contract such as the Deal Setup Form as described in the Master Agreement. Payments shall be made in accordance with the invoices sent by the Company and in accordance with the Master Services Agreement and Deal Setup Form between User and Company.
2. (2) If you pay by credit card or certain other payment instruments, the Service provides a link to our payment processing agent. You agree to promptly update your account information with any changes that may occur. You further acknowledge and agree that any payment processing agent engaged by the Company will be permitted to access and process your payment information solely for the purpose of processing payments, and will not be allowed to store, retain, or use your billing information for any other purpose.
3. (3) You are solely responsible for any and all bank charges, transaction fees, and costs associated with payments for the Service, including, but not limited to, fees imposed by correspondent banks or for money transfers. These fees will be borne entirely by you and are in addition to any fees for the Service itself.

12. Prohibited Uses

1. (1) User may use and/or access the Service only for lawful purposes and in accordance with these Terms. You agree not to use and/or access the Service:
   1. (a) in any way that violates any applicable law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);
   2. (b) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
   3. (c) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out in these Terms;
   4. (d) to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation; and
   5. (e) to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
2. (2) Additionally, you agree not to:
   1. (a) use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Service, including their ability to engage in real time activities through the Service;
   2. (b) use any robot, spider, data mining tools or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service;
   3. (c) use any device, software or routine that interferes with the proper working of the Service;
   4. (d) introduce any viruses, trojan horses, worms, ransomware, logic bombs or other material which is malicious or technologically harmful;
   5. (e) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, or any server, computer or database connected to the Service;
   6. (f) attack the Service via a denial-of-service attack or a distributed denial-of-service attack; or
   7. (g) attempt to access or use any part of the Service that is restricted or not publicly available, or to circumvent any security measures that control access to the Service;
   8. (h) engage in any activity that could create a risk to the security or integrity of the Service, including but not limited to attempting to reverse engineer, decompile, or disassemble any software or technology used in the Service;
   9. (i) use the Service to engage in any illegal activity, including but not limited to violating intellectual property rights, fraud, harassment, or any conduct that would constitute a criminal offense or give rise to civil liability;
   10. (j) use the Service to transmit or store any data or content that infringes the rights of third parties or violates any applicable laws or regulations, including but not limited to laws regarding intellectual property, privacy, or data protection; or
   11. (k) engage in any other conduct that could harm the reputation, integrity, or functionality of the Service or the Company.

13. Monitoring and Enforcement; Termination

1. (1) We reserve the right to:
   1. (a) remove or refuse to post any User contributions at our sole discretion for any or no reason, including but not limited to those that violate these Terms or are deemed harmful to the Service or its users;
   2. (b) take any action with respect to any User contribution that we deem necessary or appropriate upon our sole discretion, including but not limited to, if we believe that such Users contribution violates the Terms, including the content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public or could create liability for the Company or its affiliates, including reputational damage or financial harm;
   3. (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy or other legal rights;
   4. (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service;
   5. (e) implement any other actions or policies that we deem necessary to ensure the integrity, security, and smooth operation of the Service, including changes to the functionality, features, or accessibility of the Service; and/or
   6. (f) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms.
2. (2) Without limiting the foregoing, We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of any individual posting any materials on or through the Service. YOU WAIVE, INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
3. (3) However, We cannot review material before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We expressly disclaim any liability or responsibility for the performance or nonperformance of the activities described in this section, and we shall not be held liable for any consequences arising from such activities, including but not limited to the presence of objectionable material on the Service.

14. Content Standards

These content standards apply to any and all user contributions and use of interactive services. User contributions must comply in their entirety with all applicable U.S. federal, state, local, and international laws and regulations. Without limiting the foregoing, user contributions must not:

1. (a) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable, as determined by the Company in its sole discretion;
2. (b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any other characteristic protected by applicable law;
3. (c) infringe any intellectual property, including but not limited to, patent, trademark, trade secret, copyright or other proprietary rights;
4. (d) violate the legal rights of other, including but not limited to. rights of publicity and privacy of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
5. (e) be likely to deceive or mislead any person, including by spreading false or misleading information;
6. (f) promote any illegal activity, or advocate, promote or assist any unlawful act including but not limited to, fraud, harassment, or violations of intellectual property laws;
7. (g) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
8. (h) impersonate any person, or misrepresent your identity or affiliation with any person or organization;
9. (i) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case;
10. (j) contain any material or information which may be false or misleading, notably as it relates to investments presented through the Services.

15. Reliance on Information Posted

The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information, including without limitation any information provided by a User with respect to Private Fund(s). Any reliance you place on such information is strictly at your own risk. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER USERS OF THE SERVICE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

16. Updates to the Service

1. (1) Company may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You acknowledge and agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
2. (2) You agree to promptly download and install all Service Updates and further acknowledge and agree that the Service or portions thereof may not properly operate if you fail to do so. All Updates will be deemed part of the Service and be subject to all terms and conditions of these Terms. Any of the material on the Service may be out of date at any given time, and We are under no obligation to update such material.
3. (3) We reserve the right to withdraw or amend this Service, including mobile applications and any material, at our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, We, at our sole discretion, may restrict access to some parts of the Service, or the entire Service, to users, including registered users. We may also cease support for older versions of the Service upon the release of new Updates.

17. Investor Data Ownership and License; Use of Investor Data

All information We collect through this Service is subject to our Privacy Policy. By accessing and using the Service, you consent to all actions taken by us with respect to the Investor Data in compliance with the Privacy Policy. Not in limitation of the foregoing, you bear all responsibility and liability for the accuracy, completeness, quality, integrity, legality, reliability and appropriateness of the Investor Data. Seamless Alts shall not be held liable for inaccuracies or deficiencies in the data provided by users. Without limiting any rights granted herein, You hereby grant to Seamless Alts and its affiliates, employees, contractors, licensors, commercial partners and subcontractors, a nonexclusive, royalty-free right and license to access, collect, use, analyze, disclose, transmit, distribute, modify, reproduce, display and store Investor Data for the purposes of:

For the purposes of the Terms, "Investor Data" means all data and other information, including, without limitation, any and all Personal Information (as defined below), from or relating to you that you provided to Seamless Alts (or its affiliates, employees, contractors, licensors, commercial partners (including the Customer) or subcontractors) through or in connection with Services set forth in these Terms and Master Services Agreement or otherwise in connection therewith.

"Personal Information" means any information relating to an identified individual, or to an individual who can reasonably be identified, directly or indirectly, by reference to such information, or as personal information or personal data is otherwise defined under applicable data privacy laws, including, without limitation, the Consumer Privacy Act, Cal. Civ.Code §§ 1798.100 et seq., and any and all amendments and any implementing regulations thereto that become effective on or after the effective date of this Agreement.

By using the Service, you further agree to comply with all applicable data privacy laws and regulations concerning the handling of Personal Information, including ensuring that all Investor Data is lawfully collected, processed, and provided in accordance with such applicable laws.

18. Refund Policy

1. (1) Unless otherwise specifically provided in the applicable Master Agreement and/or Deal Setup Form between the Company and User, you acknowledge and agree that no refunds for fees or payments will be provided to you if you choose to terminate your subscription to the Service or cancel your account. Following the termination or cancellation of your subscription to the Service and to the extent permitted by law, We reserve the right to delete all data and information regarding the account and your activities, including any User contributions, and shall not be liable for any losses or damages incurred as a result of such deletion.
2. (2) The Company reserves the right to terminate these Terms at any time without notice. Additionally, these Terms will terminate automatically without notice if you violate any of its terms or conditions. Upon termination, all obligations and liabilities of the Company to you shall be extinguished, and any outstanding payments owed by you to the Company will remain due and payable.

Termination of these Terms will not limit any rights or remedies available to the Company, whether at law or in equity, including any right to seek damages for violations of these Terms. In the event of termination, any provisions of these Terms that, by their nature, should survive termination (including, without limitation, provisions regarding limitation of liability, indemnity, and confidentiality) shall remain in full force and effect.

19. Disclaimer of Warranties

1. (1) You acknowledge and agree that We cannot and do not guarantee or warrant that files available for download from the internet or the Service will be free of viruses or malicious code or other harmful elements. You are solely responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and maintaining backup copies of your data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. ALL INFORMATION PROVIDED REGARDING PRIVATE FUND(S) ARE PROVIDED BY THE USER AND ARE NOT REVIEWED BY THE COMPANY AND THE COMPANY IS NOT RESPONSIBLE FOR ANY SUCH CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED,THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

20. Specific Disclaimers

1. (1) Nothing herein shall be construed to create an attorney-client relationship, a fiduciary duty or any other relationship between You and the Company. You agree that the Company's obligations pursuant to these Terms are of a solely administrative nature and that the Company does not owe you any duty of care. You further agree and understand that the Company is not a licensed investment adviser or exempt reporting adviser and does not provide investment advisory services; however, the Company may provide such services through an affiliated entity acting as an exempt reporting adviser. The Company does not provide any investment advice, tax advice, accounting advice, legal advice and/or legal services in connection with these Terms to You. You are advised to seek counsel of legal advisor, accountant or tax professionals pertaining to any offering of units in a fund and any purchase of securities through the Services.

Notwithstanding anything to the contrary, any such services provided by the affiliated entity are separate and distinct from the Company's role under these Terms, and the Company shall not be responsible or liable for any actions or omissions of the affiliated entity, including but not limited to the provision of investment advice. The Company disclaims any liability for any reliance placed by You on any services rendered by the affiliated entity.

2. (2) You are aware that the Company has multiple Users and multiple Private Funds offered through the Services. You understand that the Company or its affiliates may invest in such Private Funds. You acknowledge and agree that the Company will most likely have a conflict of interest in providing services to a Private Fund, a fund and other clients and expressly waives and disclaims any claims or causes of action You may have arising from or related to such conflicts or potential conflicts of interest. You acknowledge that the Company's relationship with You under the terms of these Terms in no way precludes the Company from working with other investment platforms or groups, venture capital organizations and fund sponsors, private equity fund sponsors and/or investors. You agree that the Company is under no obligation to disclose the specific details of any such conflicts or to act in any way that could mitigate any potential conflict arising from its work with other parties.

21. Limitation on Liability

1. (1) IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
2. (2) THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

22. Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) directly or indirectly arising out of or relating to:

23. Export Regulations

The Service may be subject to U.S. or international export control laws, regulations and rules. You shall not, directly or indirectly, export, re-export or release the Service to, or make the Service accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Service available outside the U.S. You further acknowledge that the Company shall have no responsibility or liability for any breach of these requirements by you, and that you will hold the Company harmless from any claims, damages, fines, or penalties resulting from your violation of any applicable export control laws.

24. Governing Law and Jurisdiction

1. (1) All matters relating to the Service and these Terms and any dispute or claim arising there from or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of State of Illinois, without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention for the International Sale of Goods is expressly excluded.
2. (2) The state and federal courts in the State of Illinois, DuPage County, shall have exclusive jurisdiction over matters arising under or associated with this Agreement. The Parties consent to such courts' exclusive jurisdiction and venue and irrevocably waive any objections thereto.

25. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

For purposes of this provision, the cause of action or claim shall be deemed to accrue on the date you first became aware of, or reasonably should have become aware of, the facts giving rise to the cause of action or claim.

26. Waiver and Severability

1. (1) No waiver of by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
2. (2) If any provision of these Terms is held by a court to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

27. Relationship of the Parties

These Terms are not an agency, partnership, joint venture, employment or other such business arrangement. You may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.

28. Assignment

The Company may assign these Terms or any part of them, and the Company may delegate any of its obligations under these Terms. You may not assign these Terms or any part of them, nor transfer or sub-license your rights under these Terms, to any third party.

29. Your Comments and Concerns

The Services are operated by Seamless Alts and its affiliates as the case may be.

All other feedback, comments, requests for technical support and other communications relating to the Service should be directed to info@seamlessalts.com.