Terms of Use - DiligenceExchange

Terms of Service - DiligenceExchange

Castle Hall – The Due Diligence Company

October 2021

ENTREPRISE CASTLE HALL ALTERNATIVES, INC AND ITS AFFILIATES SHALL BE REFERRED TO AS “CASTLE HALL”.
THESE TERMS OF SERVICE (THE “DXC TOS”) GOVERN THE USE OF DILIGENCEEXCHANGE (“DXC”) FOR ASSET MANAGERS / GENERAL PARTNERS. DXC INCLUDES THE USE OF CASTLE HALL’S DILIGENCEHUB ONLINE DUE DILIGENCE APPLICATION (THE “PLATFORM”) AND THE CREATION AND DISTRIBUTION OF DILIGENCEEXCHANGE TRANSPARENCY REPORTS (“DXC TRANSPARENCY REPORT”) AND ALL RELATED FUNCTIONALITY AND INFORMATION.

BY ACCESSING CASTLEHALLDILIGENCE.COM (THE “CASTLE HALL SITE”), CREATING AN ACCOUNT TO USE THE DILIGENCEHUB PLATFORM (INCLUDING DILIGENCEEXCHANGE), OR BY CLICKING “I ACCEPT,” “CREATE”, OR PROCEEDING WITH THE USE OF THE PLATFORM OR THE CASTLE HALL SITE, YOU AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU USE THE CASTLE HALL SITE (“YOU” OR “YOUR”) ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THIS AGREEMENT WITH ENTREPRISE CASTLE HALL ALTERNATIVES, INC. (“CASTLE HALL “WE,” “US,” OR “OUR”), AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. YOU ARE DEEMED A USER OF THE CASTLE HALL SITE.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE CASTLE HALL SITE OR PLATFORM. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT YOU ACCEPT THIS AGREEMENT.

CHANGES

For changes to these TOS that we deem material, we will place a notice on www.castlehalldiligence.com. Your access, link to, or use of DXC, after the posting of modifications to the TOS will constitute YOUR ACCEPTANCE OF THE MODIFIED TOS. If, at any time, you do not wish to accept the TOS, you may not access, link to, or use the Castle Hall Site. Any terms and conditions proposed by you which are in addition to or which conflict with the TOS are expressly rejected by Castle Hall and shall be of no force or effect unless such terms have been explicitly agreed by Castle Hall.

By registering with and using the Castle Hall Site, you acknowledge that you have read and agree to all terms, conditions contained or referenced in this TOS.

DiligenceExchange Transparency Report: OpsDiligence

Castle Hall offers DiligenceExchange Transparency Reports to Asset Managers / GPs.
1. Request for Information: Castle Hall will provide a diligence questionnaire and document request list to you with respect to the asset manager / GP entity and specific investment fund.
2. Verification: Due diligence verification procedures will seek to verify data to be presented in the DiligenceExchange Transparency Report. Castle Hall shall conduct due diligence verification procedures including, as applicable, confirmation of appointment of fund administrator; confirmation of fund net assets with the fund administrator; confirmation of appointment of up to three (3) prime broker(s) / counterparty(ies); confirmation of appointment of independent director(s); confirmation of appointment of valuation agent(s). 
3. Review of draft report: Castle Hall will provide you with a copy of the draft DXC Transparency Report (Due Diligence Data plus verifications plus DXC Narrative) for review and confirmation of factual accuracy.
4. Publication: Upon approval by you, Castle Hall will publish the final DXC Transparency Report on Castle Hall’s DiligenceHub online app.
Distribution of the DiligenceExchange Transparency Report
1. You may notify relevant current and potential investors, service providers and other interested parties that a DiligenceExchange Transparency Report has been completed and is available for review. Asset Managers / GPs may, for example, elect to send a dedicated communication to all existing clients and prospects, or equally note the availability of the report in regularly scheduled correspondence (e.g. monthly or quarterly investor / LP communications).
2. You may indicate that a DiligenceExchange Transparency Report has been issued with respect to a specific investment fund (or funds) in the firm’s marketing materials, due diligence questionnaires, website, and similar venues. Castle Hall will provide a media pack including Transparency Report “Shield” image files.
3. It is explicitly agreed that you may not state that Castle Hall has “approved” or otherwise endorsed the firm or fund, or provided an opinion as to operational quality or other criteria of suitability, in marketing materials or in communications (verbal or other) with investors.
4. DiligenceExchange Transparency Reports can be accessed from Castle Hall’s DiligenceHub online app. Your current and potential investors (and other interested parties who you authorise) may create a free account and thereafter access the DiligenceExchange Transparency Report.
5. You may not distribute PDF copies of the DiligenceExchange Transparency Report (or other forms of information contained in the Report to be accessed outside the DiligenceHub online app) without Castle Hall’s prior permission.
6. DiligenceHub includes a list of all managers and related investment fund(s) where DiligenceExchange Transparency reports have been prepared. This list is visible to all registered users of DiligenceHub.
7. Castle Hall may communicate with its own clients and contacts to highlight when a new DiligenceExchange Transparency Report becomes available. This may include, but is not limited to, emails to Castle Hall’s mailing list, posting on Castle Hall’s LinkedIn account, and use of other forms of social media. You will be provided with a copy of any such communication which identifies your firm prior to issuance, and you may decline to be included in the communication at your discretion. You will make reasonable efforts to respond to the notice of communication and authorize or decline inclusion within 3 business days.
8. Castle Hall may remove any DiligenceExchange Transparency Report from DiligenceHub without notice at its sole discretion.
DiligenceExchange Manager Control Center
1. You will provide a list of personnel to be given User access to the DiligenceExchange Manager Control Center within our DiligenceHub online app.
2. Approved users will have the ability to:
  1. Generate a unique weblink which can be distributed to your current and potential investors to enable them to access the DiligenceExchange Transparency Report.
  2. Be notified of requests from other Castle Hall DiligenceHub users to access the DiligenceExchange Transparency Report
  3. Approve or deny access to other Castle Hall DiligenceHub users
  4. Revoke access to other Castle Hall DiligenceHub users.
  5. You are solely and exclusively responsible for (i) maintaining an accurate list of your internal Users, notifying Castle Hall of additions or deletions to your internal User list, (ii) determining which, if any, requests from other Castle Hall DiligenceHub users to access the DiligenceExchange Transparency Report should be approved and (iii) monitoring the list of connections granted and active within the DiligenceExchange Manager Control Center. You are responsible for any decisions to revoke access permissions for each user connection listed within the DiligenceExchange Manager Control Center. Castle Hall accepts no liability, howsoever arising, with respect to determination of eligibility or suitability for a Castle Hall DiligenceHub user to access a DiligenceExchange Transparency Report. Castle Hall accepts no liability, however arising, in the event that a link shared by you with an investor or other party, or the DiligenceExchange Transparency Report and information available through the link is shared with another party without your knowledge or consent.
  6. Castle Hall shall not provide approval for any Castle Hall DiligenceHub user to access the Report unless instructed to do so by you.
Liability
1. Each DiligenceExchange Transparency Report (the “Report”) is provided “AS IS”. Castle Hall does not guarantee or warrant the Report's correctness, completeness or fitness for a particular purpose.
2. The Report does not constitute an offer or a solicitation of an offer to buy or sell securities, commodities and/or any other financial instruments or products or constitute a solicitation on behalf of Castle Hall.
3. The Report is not intended to constitute “Investment Advice” or an offer to participate in any security. Neither Castle Hall and / or their respective affiliates shall be deemed to be an “Investment Adviser” defined and / or construed under the laws or regulations of the United States Securities and Exchange Commission, the Autorité des Marchés Financiers (Québec) or any similar body having authority in any other jurisdictions.
4. Castle Hall and its affiliates, shareholders, directors, officers and employees (the "Castle Hall Parties") will not be liable (jointly or severally) to you, your employer, or the Asset Manager / General Partner entity associated with any Report as a result of the delivery of the Report whether for direct, indirect, consequential, special, incidental, punitive, or exemplary damages, including, without limitation, lost profits and lost revenues (collectively, the "Excluded Damages"), whether or not characterized in negligence, tort, contract or other theory of liability, even if any of the Castle Hall Parties have been advised of the possibility of or could have foreseen any of the Excluded Damages, and irrespective of any failure or an essential purpose of a limited remedy. If any applicable authority holds any portion of this section to be unenforceable, then the Castle Hall Parties' liability will be limited to the fullest extent permitted by applicable law.
Proprietary Rights
1. You expressly acknowledge and agrees that Castle Hall transfers no ownership or intellectual property interest or title in and to the Report. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, products, information, and documentation as well as the design, structure, selection, coordination, expression, and arrangement of any content contained on or available in or through the Report, unless otherwise indicated, are owned, controlled, and licensed by Castle Hall and are protected by all applicable national and international laws and regulations.
2. Except as expressly provided herein, Castle Hall does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, you agree not to infringe or violate the intellectual property rights or other proprietary rights of Castle Hall, and to comply with all written requests made by Castle Hall to protect their intellectual property rights.
3. Any programs, directories, databases, information, or materials available through the DXC Transparency Report and all copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by Castle Hall, as applicable. Castle Hall’s trademarks, Castle Hall logo, and all other names, logos, and icons identifying Castle Hall and its products, and services are proprietary trademarks of Castle Hall, and any use of such marks, including, without limitation, as domain names, without the express written permission of Castle Hall is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
Legal Terms
1. The Agreement will be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein. The courts of the Province of Québec, Canada shall have the exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this agreement.
2. The parties hereby agree that this contract will be furnished in English only. Les parties sont d’accord à ce que ce document soit rédigé en anglais seulement.

Terms of Service - DiligenceExchange

Castle Hall Diligence Castle Hall Alternatives International