A. GENERAL PROVISIONS

DiligenceHub is designed for institutional and professional investment industry participants including, but not limited to, pension funds, superannuation funds, sovereign wealth funds, fund managers, asset managers, hedge funds, general partners, limited partners, fund-of-funds, investment consultants, financial advisors, wealth managers, governance professionals, private banks, investment banks, endowments & foundations, single and multi-family offices, regulatory bodies, auditors, administrators, legal firms, information technology consultants, compliance consultants and third-party marketing organizations (together “Investment Industry Professionals”). The DiligenceHub application and all DiligenceHub Content is specifically directed at the aforementioned groups and is not designed or intended in any way to be accessed or used by retail, "unaccredited" or other personal investors who are not professional participants in the investment industry.

2. CASTLE HALL DOES NOT PROVIDE INVESTMENT ADVICE:

CASTLE HALL DOES NOT PROVIDE INVESTMENT ADVICE. CASTLE HALL DOES NOT PROVIDE ANY RECOMMENDATIONS AS TO THE SUITABILITY OF AN ASSET MANAGER (AN INVESTMENT MANAGER, INVESTMENT ADVISER, FUND MANAGER, OR ANY SIMILAR ENTITY THAT IS INVOLVED IN THE ADVICE OR MANAGEMENT OF CAPITAL IN ANY WAY), OR THEIR RESPECTIVE INVESTMENT FUND(S), FOR INVESTMENT BY YOU AND WILL REFUSE TO DO SO IF ASKED.  

Castle Hall assumes no responsibility or liability for any investment or redemption decisions made by You. DiligenceHub Content is provided for informational purposes only and You are exclusively responsible for your own investment decision making process. Castle Hall strongly recommends seeking appropriate investment advice before making any investment decision. 

Castle Hall is not a Registered Investment Adviser with the Securities and Exchange Commission of the United States and is not regulated in any other jurisdiction (including Canada, the United Kingdom, Australia, the United Arab Emirates or the Philippines.)

Where DiligenceHub Content includes performance related data you acknowledge that past performance does not indicate or guarantee similar results in the future.

3. CASTLE HALL IS NOT A BROKER DEALER:

Whilst information can be exchanged via DiligenceHub, Castle Hall is not engaged in brokerage or fee taking activities from such an engagement between Users of DiligenceHub. 

INFORMATION ON DILIGENCEHUB SHOULD IN NO CIRCUMSTANCES BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION TO BUY ANY SECURITY, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND INCLUDED IN DILIGENCEHUB CONTENT.

4. USERS SHOULD CHECK THEIR OWN COUNTRY’S RULES:

Access to DiligenceHub and DiligenceHub Content is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Users who are not established in the province of Quebec, Canada should carefully consider the local regulations in their applicable jurisdictions before using DiligenceHub.

For UK Investment professionals: DiligenceHub is not intended as an invitation or inducement to engage in investment activity (as defined under section 21 of the Financial Services and Markets Act 2000).

5. CASTLE HALL DOES NOT PROVIDE LEGAL, TAX OR OTHER PROFESSIONAL ADVICE:

DiligenceHub Content does not include any form of tax, legal or other professional advice. If you seeking such advice please contact an appropriately qualified third party. Castle Hall does not recommend such parties.

6. CASTLE HALL IS NOT AN AUDITOR:

Castle Hall is not an auditor and will not conduct a financial audit of any investment fund, asset manager or related service provider(s) included within DilgenceHub Content. No aspect of the Content will constitute an audit opinion as to the financial position or performance of an investment fund, its manager or its service providers. No aspect of the Content represents a forensic investigation or audit and the Content is not intended to provide an attestation or report on an investment fund, asset manager and related service provider(s) in accordance with operational process audit standards such as a SOC1, GS007 or any applicable ISAE standards or similar. When preparing DiligenceHub Content, Castle Hall is under no obligation to perform forensic, substantive or other testing to validate, audit or otherwise confirm the accuracy and reliability of all statements, representations or documentation made or provided by any investment fund, investment fund manager and its service providers, their employees, associates or affiliates.

7. INTELLECTUAL PROPERTY AND GRANT OF LICENSE:

Castle Hall hereby grants You a non-exclusive, non-transferable, non-sublicensable, world-wide, and royalty-free license to use Castle Hall’s pre-existing Intellectual Property solely for the purpose of providing the use of DiligenceHub and DiligenceHub Content in accordance with the terms of this User Agreement. You specifically acknowledge that DiligenceHub Content shall not be considered as “work for hire”.

Except as noted above, this User Agreement does not transfer any right, title or interest in any Castle Hall intellectual property right to You. Castle Hall owns all rights, title and interest in and to DiligenceHub and DiligenceHub Content and any and all modifications, enhancements and updates thereto. There are no implied rights. Castle Hall reserves all rights not expressly granted herein. If You provide Castle Hall with feedback on Your use of DiligenceHub or if Castle Hall receives any information reported automatically (including without limitation click data) through Your use of DiligenceHub You freely grant Castle Hall all rights in the feedback and Castle Hall may use Your feedback without any obligation to You whatsover.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world:

• Trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing.
• Copyrights, including all applications and registrations related to the foregoing.
• Trade secrets and confidential know-how.
• Patents and patent applications.
• Websites and internet domain name registrations.
• All other intellectual property and related proprietary rights, interests and protections.

Users hereby acknowledge and agree that DiligenceHub and all DiligenceHub Content are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by Castle Hall, 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 DiligenceHub. You must abide by all copyright notices, information, or restrictions contained in or attached to any DiligenceHub Content or portion of DiligenceHub. “Castle Hall,” "DiligenceExpress", "DiligenceExchange", "DiligenceProfessional", “OpsDiligence”, “OpsReview”, “OpsMonitor”, “DueDiligenceUniversity”, “CyberSecurityDiligence”, “ESGDiligence”, and the Castle Hall logo and any other logos or similar marks are trademarks and / or service marks of Castle Hall. All other trademarks, service marks and logos used in DiligenceHub are the trademarks, service marks or logos of their respective owners. Asset Managers deem consent for Castle Hall to utilise their logos when preparing DiligenceHub Content in relation to that particular Asset Manager.

8. USERS AGREE TO RESTRICTIONS ON THEIR USE OF DILIGENCEHUB, INCLUDING CONFIDENTIALITY AND NON DISCLOSURE:

• DiligenceHub is for Investment Industry Professionals only (See Clause 1 above).
• Users hereby agree not to use DiligenceHub or DiligenceHub Content in any way that is unlawful or prohibited by this User Agreement.
• Users warrant and undertake that they shall not use, transfer, distribute or dispose of DiligenceHub Content in any manner that could compete or otherwise interfere with the business of Castle Hall.
• Users agree that DiligenceHub and DiligenceHub Content is solely for professional use and DiligenceHub Content is not made available for resale or external distribution. No DiligenceHub Content shall be distributed external to Your Company, including to Your clients, counterparties, investment fund managers (including those fund managers who may be the subject of DiligenceHub Content) or any other third party without the prior written permission of Castle Hall.
• Unauthorized commercial use of DiligenceHub, or the resale of DiligenceHub Content, is expressly prohibited.
• Users shall be entitled to print DiligenceHub Content provided that such printing retains copyright.
• No further use of DiligenceHub Content, including reproduction, modification, distribution, transmission, republication, display, or performance, the production or derivative or recompiled materials shall be permitted without the express written permission of Castle Hall. Users are not permitted to use DiligenceHub Content to compile or contribute to the compilation of any other databases.
• Users are not permitted in any way to provide data from DiligenceHub to media sites without the express written permission of Castle Hall.

9. USERS AGREE TO THE RESTRICTIONS ON THEIR CONDUCT ON DILIGENCEHUB

The following conduct is not permitted and subject to Castle Hall’s absolute discretion can result in permanent and immediate exclusion from DiligenceHub without any liability for Castle Hall. Such conduct includes, but it not limited, to:

• Conduct that is unlawful, threatening, abusive, harassing, defamatory, libellous, 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.
• Conduct that discriminates, victimizes, harasses, degrades, or intimidates an individual or group of individuals.

10. WHERE DATA CAN BE UPLOADED TO THE CASTLE HALL SITE STRICT RESTRICTIONS APPLY:

You hereby agree not to upload, post or distribute any content through DiligenceHub that:

• Restricts or inhibits any other user from using DiligenceHub.
• Is unlawful, threatening, abusive, harassing, defamatory, libellous, 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 DiligenceHub, Castle Hall's computer network, servers or other technology systems related to DiligenceHub.
• 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.
• 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.

Castle Hall reserves the right at all times to edit, refuse to post or remove any information or materials, in whole or in part, that in Castle Hall’s sole discretion are objectionable or in violation of this User Agreement

11. CASTLE HALL DOES NOT VALIDATE EXTERNAL WEBSITE LINKS: 

Castle Hall may, at its sole discretion, offer links to websites of various asset managers, advisers, vendors and providers of institutionally oriented services in the investment industry. As these websites are not maintained by Castle Hall, we do not guarantee or attest to the accuracy and completeness of the information obtained through these links. Castle Hall has no control over the quality, accuracy or comprehensiveness of the information obtained via such websites or any third party website.

Castle Hall does not validate, warrant or represent the content or services from those websites.  Accordingly, Castle Hall will not be held liable in any way for decisions made based upon information on these linked websites. The inclusion of these links should not serve as an endorsement, recommendation or certification for any particular vendor’s capabilities or services. As Castle Hall does not provide investment, legal, tax or financial advice, appropriate professional assistance should be sought before making any investment decision. 

13. YOU ARE RESPONSIBLE FOR YOUR USER ACCOUNT:

As a user of DiligenceHub, You will receive a username and password granting access to DiligenceHub. You agree and warrant that all information provided during the creation of your User account is accurate and complete. You are exclusively responsible for the security of Your username and password. You agree to keep Your User name and password strictly confidential and notify Castle Hall immediately if this information is no longer secure or is obtained by others. Castle Hall reserves the right without liability or interference to grant or deny access to DiligenceHub to any User and modify or delete such access at any time for any reason in its absolute discretion without notice or liability.

14. DILIGENCEHUB AVAILABILITY AND CYBERSECURITY:

Castle Hall does not warrant that the availability of or the functions contained within DiligenceHub will be without error or interruption or that defects will be corrected promptly. Castle Hall uses reasonable protections for Cyber Security: however, we cannot warrant that DiligenceHub or the servers that make it available are free of viruses or other harmful components. 

CASTLE HALL AND ITS AFFILIATES OR AGENTS SHALL NOT BE LIABLE FOR THE USE OF DILIGENCEHUB, INCLUDING, WITHOUT LIMITATION, ANY ERRORS, VIRUSES OR INTERRUPTION CONTAINED THEREIN.

• DiligenceHub Content will not (and could not for the fees charged hereunder) include all possible procedures which potentially could be performed as part of an investment fund due diligence review of an investment fund and its manager. As such, You specifically acknowledge that Castle Hall will not be considered in breach or negligent if it prepares DiligenceHub Content in good faith using such discussion, investigation and analysis as it reasonably believes in its discretion as being appropriate in the context of each asset manager, investment fund or other entity under review.
• Castle Hall may prepare DiligenceHub Content with substantial reliance on statements and representations made verbally or in writing by an investment fund, an investment fund manager and its service providers or by their employees, associates or affiliates. Castle Hall will also place substantial reliance on documents provided by the investment fund manager, its service providers and by their employees, associates or affiliates. In the event that such statements, representations or documents are found to be false, inaccurate or misleading, DiligenceHub content may be inaccurate.
• Castle Hall may prepare DiligenceHub Content which expresses opinions as to relative operational, governance, compliance, ESG, risk, cybersecurity and other business-related strengths and weaknesses of an investment fund manager, investment fund or its service providers. These are only opinions and other equally informed evaluators could reach different opinions that might be either more negative or more positive on the issues addressed.
• DiligenceHub Content will be prepared by Castle Hall based on our own criteria and does not necessarily indicate the extent to which an investment fund, its manager or its service providers has met any “best practice” criteria that has or may in the future be adopted by regulators or industry groups.
• Criteria used by Castle Hall to prepare DiligenceHub Content may evolve over time as industry practice changes. Castle Hall is under no obligation to update earlier DiligenceHub Content to reflect such evolutions.
• DiligenceHub Content does not include a compliance audit or review and does not indicate that an investment fund, its manager or associated service providers would not be subject to findings, sanctions or penalties upon an inspection by a regulatory agency to which such investment fund, manager or associated service providers may be subject (at present or in the future), such as the United States’ Securities and Exchange Commission, the United Kingdom’s Financial Conduct Authority, the Australian Securities and Investments Commission and other similar regulatory bodies in other jurisdictions.
• Castle Hall is not a tax specialist. DiligenceHub Content does not include a review of the tax position of the investment fund or its manager and will not provide any opinion as to the tax implications related to any investment by You in the investment fund in question.
• DiligenceHub Content does not include a criminal or forensic investigation designed to detect illegal investment activity such as insider trading or the pursuit of investment strategies and techniques which are illegal or unethical or that may subsequently be found to be such.
• In the preparation of DiligenceHub Content, Castle Hall may be unable to detect fraud, particularly in the event of collusion between the investment fund manager and its employees, and / or other third parties or service providers (including the prime broker, administrator and auditor).
• Certain investment strategies create an inherent and unavoidably elevated degree of risk. Such strategies include, but are not limited to, private credit and private lending, where asset existence is not typically vouched by securities held by a third party custodian; strategies where illiquid assets (such as real estate or private loans) are held in open ended vehicles which offer ongoing redemption opportunities despite the potential inability to sell underlying assets, particularly during a period of market dislocation; strategies which rely on sophisticated use of traded and over the counter derivatives such as long dated, out of the money options; digital assets such as Bitcoin and other cryptocurrencies where asset existence may be difficult to prove and be susceptible to fraud; strategies which invest in countries with under-developed legal systems or where governmental and legal systems are not based on democratic norms established in G7 and similar jurisdictions; or strategies which invest in countries with weak regulatory systems and / or high levels of corruption. Users explicitly acknowledge that investment opportunities within such strategies have increased risk (including the risk of complete loss of capital due to operational error or fraud) and that DiligenceHub Content is unable to provide any assurance against the risk of any such loss.
• Unless expressly requested in writing by You, DiligenceHub Content will not include a background check on an investment fund manager and its principal(s) to confirm matters such as employment and educational details or to confirm the absence of criminal, civil, regulatory or other suits, claims, findings and judgments. Castle Hall strongly recommends, however, that You perform such background checks prior to making any investment in an investment fund. Upon Your request, Castle Hall will commission background checks to be performed on your behalf by Exiger Diligence or such other provider as utilized by Castle Hall in its discretion. Such reports are provided to You on an “as is” basis. Castle Hall accepts no liability as to the accuracy, completeness or suitability of work prepared by Exiger Diligence (or other background check provider(s), as applicable) and assumes no liability, direct or indirect, for any reliance or usage of such background check(s) by You.
• Hedge funds, private market funds and other alternative, illiquid or complex asset vehicles (“Complex Funds”), their managers and their service providers may be unregulated entities and may operate with small numbers of employees and with information technology systems and other resources substantially less than common in other areas of institutional asset management. In addition, Complex Funds may trade highly complex, illiquid and sophisticated financial instruments which may present considerable operational challenges in areas such as accounting, settlement, confirmation of asset existence and valuation. As such, Complex Funds which exhibit operational controls and procedures which are not materially deficient relative to their peers or current standards in the alternative asset industry may, nonetheless, have substantially weaker control environments than other institutional asset managers and consequently display an elevated risk of loss due to failure or weakness in operational controls and procedures.

UNDER NO CIRCUMSTANCES WILL CASTLE HALL ASSUME ANY LIABILITY OF ANY KIND ARISING FROM CHANGES, DEVELOPMENTS, ACTIONS OR EVENTS RELATED TO AN INVESTMENT FUND, ITS ASSET MANAGER OR ITS SERVICE PROVIDERS TAKING PLACE AFTER THE INDICATED DATE OF THE DILIGENCEHUB CONTENT IN QUESTION.

YOU MAY NOT COMMENCE ANY CLAIM OR ACTION RELATED TO DILIGENCEHUB CONTENT MORE THAN ONE YEAR SUBSEQUENT TO THE INDICATED DATE OF THE DILIGENCEHUB CONTENT IN QUESTION.

• This User Agreement is effective January 1, 2022. Entities which entered into commercial agreements with Castle Hall prior to this date shall continue to operate under the terms of their respective, pre-existing contractual arrangements with Castle Hall.
• Entities may enter into one of more Statement(s) or Work with Castle Hall to purchase DiligenceHub Content. Amending provisions in a signed Statement of Work will have priority over the respective provisions specified in this User Agreement.