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Castle Hall – The Due Diligence Company
April 2025
ENTREPRISE CASTLE HALL ALTERNATIVES, INC. AND ITS AFFILIATES SHALL BE REFERRED TO AS “CASTLE HALL”.
THESE TERMS OF SERVICE (THE “DDX TOS”) GOVERN THE CREATION AND DISTRIBUTION OF EACH DUEDILIGENCEEXCHANGE VERIFICATION REPORT (A "DDX VERIFICATION REPORT") AND THE USE OF CASTLE HALL’S DUEDILIGENCEEXCHANGE ("DDX") ONLINE APPLICATION AND ALL RELATED FUNCTIONALITY AND INFORMATION.
BY ACCESSING CASTLEHALLDILIGENCE.COM (THE “CASTLE HALL SITE”), CREATING AN ACCOUNT TO USE THE DDX ONLINE APPLICATION AT DDX.CASTLEHALLDILIGENCE.COM, OR BY CLICKING “I ACCEPT,” “CREATE”, OR PROCEEDING WITH THE USE OF THE DDX APP 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.
- DueDiligenceExchange (DDX) Verification Report
Castle Hall offers DiligenceExchange Verification Reports to Asset Managers / GPs. The process for creation of the DDX Verification Report is as follows:
- Request for Information: Castle Hall will provide a Due Diligence questionnaire and document request list to you with respect to the asset manager / GP entity and specific investment fund(s) for which DDX Verification Reports will be prepared.
- Verification: Due Diligence verification procedures will seek to verify data to be presented in the DDX Verification Report. Castle Hall shall conduct Due Diligence verification procedures including, as applicable, confirmation of appointment of 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).
- Review of draft report: Castle Hall will provide you with a copy of the draft DDX Verification Report for review and confirmation of factual accuracy.
- Publication: Upon approval by you, Castle Hall will publish the final DDX Verification Report on the DueDiligenceExchange app.
- Request for Information: Castle Hall will provide a Due Diligence questionnaire and document request list to you with respect to the asset manager / GP entity and specific investment fund(s) for which DDX Verification Reports will be prepared.
- Distribution of the DueDiligenceExchange (DDX) Verification Report
- You may notify relevant current and potential investors, service providers and other interested parties that a DueDiligenceExchange Verification 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).
- You may indicate that a DDX Verification 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 a Verification Report, “Shield” image files.
- 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 communications (verbal or other) with investors.
- You may distribute each DDX Verification Report as a PDF file to your current and potential investors and other interested parties without restriction (via email, hosting in a data room, etc). It is explicitly agreed that no changes can be made to the PDF file as supplied by Castle Hall.
- DDX Verification Reports can be accessed from the DDX App by verified representatives of investors / LPs. Other categories of users of the DDX App may request access to the DDX Verification Report, which will be provided subject to your approval.
- Castle Hall may communicate with its clients and contacts to highlight when a new DDX Verification 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.
- Castle Hall may remove any DDX Verification Report from the DDX App at its sole discretion.
- You may notify relevant current and potential investors, service providers and other interested parties that a DueDiligenceExchange Verification 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).
- Liability
- Each DDX Verification 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.
- 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.
- 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.
- 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.
- Each DDX Verification 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.
- Proprietary Rights
- You expressly acknowledge and agree 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.
- 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.
- Any programs, directories, databases, information, or materials available through the DDX Verification 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.
- You expressly acknowledge and agree 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.
- Legal Terms
- 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.
- 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.
- 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.
