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Terms and Conditions

This is an agreement (the “Agreement”) between you and PEARonline LLC (with its affiliates, “PEARonline” or “we”).  Please read the following terms and conditions carefully. The information provided via these website pages (this "Site") is made available by PEARonline in accordance with the following terms and conditions. By accessing and/or using any part of this Site, you will be deemed to have accepted these terms and conditions in full. If you do not accept these terms and conditions, you may not access or use this Site.

We can amend this Agreement by posting the amended terms on the Site. The amended Agreement will take effect 10 days after we have posted the amended terms on the Site. You agree as a condition of use of this Site that we may contact you for the purpose of informing you of changes to the content or services made available on this Site. By continuing to access or use the Site after any such amendment, you agree to be bound by the terms of the amended Agreement.

A Note About Minors. The Site is not targeted towards, nor intended for use by anyone under the age of 18. By using the Site, you represent and warrant that you are 18 years of age or older. If you are not at least 18 years of age, do not use, access or register on the Site. We reserve the right to terminate your access or right to use the Site in the event that we become aware you are under 18.

Content

This Site is designed to allow users to upload content relating to private equity investments for selected other users to view. The user uploading such content determines which other users may access that content, as well as what such other users are permitted to do with such content.

We do not review or endorse content users upload to the Site and we make no representation or warranty, express or implied, in relation to such content. PEARonline does not warrant that any information or content on the Site, regardless of its source, is accurate, complete, reliable, current, or error-free.  Content on this Site is provided for informational purposes only and does not constitute an endorsement by PEARonline of any fund or investment described in any content on this Site.  You should not rely on such information in situations where its inaccuracy would cause you to suffer any loss.  Where such content relates to a fund that is being marketed, PEARonline bears no responsibility for its accuracy or completeness and makes no endorsement or recommendation in relation to that fund. PEARonline bears no responsibility for any decisions based on fund-related information or other content posted on this Site.  Any such information and content is used at the user’s sole risk.

THE SITE AND THE PEARONLINE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND PEARONLINE EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NONINFRINGEMENT.  CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Access

If you have indicated that you will be using the Site solely on your own behalf, your access of the Site is personal to you. You will not disclose your password or security question/answer to any third party, or allow such third party to access PEARonline by logging in using your username and password. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions.

If you become aware that your password or security question/answer has been disclosed to a third party, you should advise us immediately.

If you forget your password and security question/answer, we will not be able to provide you with access to your account. If you have indicated that you will be using the Site on behalf of a fund, fund manager or other entity, access to the Site is personal to that entity and references to "you" will be deemed to refer to that entity as well.

We will make reasonable efforts to maintain the security of the Site, but will not be liable if the security is compromised. We do not verify the identity of users, and cannot be held responsible if a user forges the identity of another person.

We will make reasonable efforts to ensure the Site is available continuously, but we do not promise or warrant that any aspect of the Site or PEARonline service will work properly or will be continuously available.  Further, we are not liable if the Site is not available at any time due to routine maintenance or for any other reason. If as a result of routine maintenance, access to the Site will not be available for more than fifteen minutes, we will post a notice on the Site at least five business days in advance.

We have an absolute right to close the account of any user or terminate a user's access to the Site at any time if we reasonably believe the user is using the Site for any purpose other than that for which it is designed. In the event we do this, we may refund the outstanding portion of any fee paid by a user on a pro-rata basis according to the time remaining on their subscription.

Where you have access to information as a result of your employment with an organization, you agree to notify us immediately if you cease to be employed by that organization and not seek access to the Site using that user identity.

Access to this Site may be restricted in certain jurisdictions and persons are required to inform themselves about and to observe any such restrictions. PEARonline is not currently aware of any such restrictions, but if it becomes aware of such restrictions, it will use commercially reasonable efforts to notify users about them.

Links

Links provided by PEARonline to other websites, and to resources provided by third parties, are provided for your information only. We have no control over the content of those sites or resources and make no claims or representations about the accuracy, completeness, availability, or truth of any material on those sites, or about the ability or competence of the people or companies who own or host those sites. We accept no responsibility for any loss or damage that may arise from your use of them.  Links to such websites or resources do not imply any endorsement of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

You may link to the Site home page, provided you do so in a way that is fair and lawful and does not damage or take advantage of our reputation or suggest any form of association, approval or endorsement by us where none exists. You may not create a link to any other part of the Site, establish a link from any website that is not owned by you, or frame the Site in another website. We reserve the right to withdraw linking permission without notice if we believe the user is linking to the site for any purpose other than that for which the Site is designed.

Uploading Content and Granting Access To Other Users

We take the confidentiality of our users’ uploaded content very seriously. PEARonline will employ reasonable administrative and technical measures to protect the confidentiality of user-uploaded content except to those other users who have been granted access by the user posting that content, or as required by law.

It is the responsibility of users uploading content (e.g. in relation to a fund that is being marketed) to ensure that they are entitled to do so and that other users to whom they grant access are entitled to access that content. By submitting any content to the Site, you warrant that you are the author and owner of the intellectual property rights thereto. In addition, you warrant that all "moral rights" that you may have in those materials have been voluntarily waived by you. PEARonline reserves the right to change, condense, or delete any content on the Site that PEARonline deems, in its sole discretion, to violate the content guidelines or any other provision of this Agreement.

You agree that you shall not post any information: (a) that is known by you to be false, inaccurate or misleading; (b) that infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) that violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (d) that is, or may reasonably be considered to be, defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation; (e) for which you were compensated or granted any consideration by any third party; (f) that includes any information that references addresses, email addresses, contact information or phone numbers; or (e) that contains any computer viruses, worms or other potentially damaging computer programs or files.  If you upload changes to any content after it has been viewed by others, PEARonline makes no guarantee that the viewer will be made aware of modifications made by you.

Users will invite only those individuals to become users in a fund that is raised or being marketed, only when the invitee’s email address is known to such user and use of the email address has been specifically granted for this purpose. If a user asks to be removed from a fund the user who granted such access will do so in reasonable time, this in general being no more than two business days after the request is made.

Charges

We levy an annual charge on each fund created by a user. This charge will be fixed for the life of the fund provided that the fund is using the same version of the PEARonline service. If the user elects to use an upgraded version of the service that may be offered by PEARonline in the future, additional charges may apply. The annual charge for the fund when it is created on PEARonline is available by request to info@pearonline.com.

PEARonline reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice.

The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Termination

A user that has the user status of "Owner" or "Secondary owner" of a fund may terminate that fund at any time by deleting it from the PEARonline service. In the event of a user terminating a fund, no part of the annual charges for that fund will be refundable.

We can cancel your access to the Site, or otherwise refuse service to you, at any time if we believe that you have violated the terms of this Agreement.

Confidentiality and Data Security

In the course of using the Site you may provide Confidential Information such as certain business, technical, operational, financial, administrative, marketing, economic or other information, valuations, reports, data or material relating to the funds on PEARonline. This Confidential Information will be processed by PEARonline solely for the purpose described in the Content section above. PEARonline and its agents will not knowingly disclose this information to any third party and it will be kept secret and confidential by PEARonline and its agents to the extent reasonably possible.

We make reasonable efforts to ensure security on our systems. Despite our efforts, we cannot guarantee that Personal Information may not be accessed, disclosed, altered or destroyed by breach of our administrative, managerial and technical safeguards. For information on reporting an unauthorized transaction or more detail on how we secure your Personal Information, please email us at privacy@pearonline.com.

If PEARonline learns of a security systems breach, we may attempt to notify you electronically so that you can take appropriate protective steps. You agree that PEARonline may communicate with you electronically for this purpose. PEARonline may post a notice on this Site if a security breach occurs. If this happens, you will need a web browser enabling you to view the PEARonline Site. PEARonline may also send you an email to you at the email address you have provided to us. Depending on where you live, you may have a legal right to receive notice of a security breach in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice of a security breach) you should notify us at info@pearonline.com.

Your Information, Privacy and Cookies

Any personal data provided by you through this Site is accurate to the best of your knowledge and you consent to us processing such information for the purpose you requested, to notify users about PEARonline and to monitor the activity of PEARonline. We will process such information only for this purpose.

Please refer to the PEARonline Cookie Policy located at:

https://www.pearonline.com/privacy-and-cookies for more information regarding how PEARonline uses cookies.

Please refer to the PEARonline Privacy Policy located at: http://www.pearonline.com/client/info/privacy for more information regarding how PEARonline protects its users’ private information.

Indemnity

By choosing to use the Site, you agree to indemnify PEARonline, its officers, agents, partners, and employees from any and all claims or damage, including reasonable attorney's fees, made by third parties due to, or arising out of content you choose to submit, post or transmit through the Site; or of your use of or connection to the Site; your violation of this Agreement; your violation of applicable law; or your violation of any third party’s rights.

Because we are a venue, in the event that you have a dispute with one or more other PEARonline users, you, on behalf of yourself (and any of your officers, directors, employees, agents, predecessors, successors and assigns), hereby irrevocably, release and discharge PEARonline, our officers, directors, employees, attorneys, predecessors, successors, assigns and agents from, against and in respect of all past, present and future claims, rights, actions, causes of action, suits, indemnification obligations, losses, liabilities, matters, issues, cost, and expenses, of any kind or nature whatsoever, including without limitation court costs and attorneys' fees, whether known or unknown, concealed or hidden, fixed or contingent, suspected or unsuspected, in law or in equity concerning, related to, or arising out of any such disputes. To ensure that the release provided in this Agreement is fully enforceable in accordance with its terms, you knowingly and voluntarily waive any protection that you might have in relation to the release set forth in this section by virtue of §1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. In addition, you hereby knowingly and voluntarily waive any protection that may exist under any comparable or similar statutes and/or principles of common law applicable in states other than California as it pertains to the enforcement of the release in this section.

To the fullest extent allowed by law, PEARonline and our employees shall not be liable, whether in tort (including negligence) or otherwise howsoever, for any losses, damages, costs or expenses of whatever nature (including without limitation any consequential, indirect or unforeseeable loss or loss of bargain, opportunity or profit) incurred or suffered by you or any third party arising out of or in connection with the access to or use of, or linking to other sites from, this Site or reliance on any information contained on this Site. This includes for any loss or damage caused by a distributed denial-of-service attack, virus, worm, Trojan horse or other harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material from it. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

The laws of England and Wales will govern this user agreement and you consent that any dispute that may arise between you and PEARonline will be subject to the jurisdiction of the English courts.

Some terms in this user agreement may be superseded by specific provisions published elsewhere on the Site. We reserve the right to vary these terms from time to time by amending this page and you should check it from time to time to note any changes made.

This Agreement, the PEARonline Privacy Policy (which is incorporated herein by this reference) and the PEARonline Cookie Policy (which is incorporated herein by this reference) constitute the entire agreement between us, and it supersedes any other agreements or understandings (oral or written) between PEARonline and you with respect to their subject matter.

You agree that this Agreement and all agreements and information incorporated herein may be automatically assigned by PEARonline, in its sole discretion, to a third party. You may not assign your obligations to another entity.

This Agreement does not create any agency, partnership, joint venture, employment or franchise relationship. Because you are not an employee, minimum wage laws do not apply to your relationship with the Site. Our failure to act in a particular circumstance does not waive our right to act with respect to that or other circumstances. We shall be excused for any problem due to a factor beyond our control. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. Any waiver of any provision of this Agreement will be effective only if in writing and signed by PEARonline.

Effective Date: May 25, 2018

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