With Intelligence: Notice concerning submission of fund performance and related data

This notice sets out the terms which apply to: (a) your firm’s submission of information relating to your firm and fund performance data in relation to the fund or funds managed by your firm or, if you are a placement agent, your submission of information relating to a firm for which you are acting as placement agent and performance data in relation to a fund or funds managed by that firm (the “Fund Data”) to With Intelligence (“we” or “us”); and (b) the subsequent use of the Fund Data by us and our affiliates, including (without limitation) through its inclusion in our WithIntelligence platform (the “Platform”) or use in connection with related services (the “Related Services”). By submitting any Fund Data to us following your receipt of this notice, you indicate your firm’s or if you are a placement agent, your agreement to the terms set out in this notice.

Accessibility of Fund Data and your firm’s/your responsibility to keep it up to date. The Fund Data that you submit to us may be accessible to all end users of the Platform and the Related Services, which include (without limitation) other fund managers and potential investors. In addition, we may be legally compelled to disclose the Fund Data. The usefulness of the Platform and Related Services to their end users depends upon your firm's/yours and others’ timely submission of updated information. Your firm/you shall use its/your best efforts to provide current, updated Fund Data as soon as practically possible. You shall ensure that the Fund Data does not include any personal data.

Your firm is or, if you are a placement agent, you are responsible for information submitted to us. The information you submit to us and which we use in connection with the Platform and the Related Services is your firm’s or, if you a placement agent, your responsibility. We have not taken, and will not take, any steps to verify the adequacy, accuracy or completeness of such information. You warrant on behalf of your firm or, if you are a placement agent, you warrant that the Fund Data you provide to us is complete and accurate, does not contain any personal data or untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which they are made, not misleading. If you are acting as a placement agent, you warrant that you are authorised to submit the Fund Data to us on behalf of the firm for which you are acting.

Exclusion of liability. Except that nothing in this notice shall purport to limit or exclude our liability for death or personal injury caused by our negligence, our fraud or fraudulent misrepresentation or any other loss or liability for which our liability cannot be limited or excluded under applicable law: (a) you and your firm or, if you are a placement agent, you submit the Fund Data to us at your own risk; and (b) we shall have no liability to you, your firm or the firm for which you are acting as placement agent or any other person for any losses, damages, liabilities, claims, costs or expenses (“Losses”) that arise out of, or in connection with, your submission of the Fund Data, its use in connection with the Platform or the Related Services or any person’s reliance on the Fund Data.

Placement agent indemnity. If you are acting as a placement agent and are submitting Fund Data on behalf of a firm, you indemnify us from and against all Losses that we may suffer or incur and which arise out of, or in connection with, your breach of these terms or otherwise from the submission of the Fund Data, its use in connection with the Platform or the Related Services or any person’s reliance on the Fund Data.

Other terms. We do not act as an agent for your firm/you or the firm for which you are acting or for any other user of the Platform or the Related Services. You acknowledge on behalf of yourself and your firm or the firm for which you are acting (as applicable) that some of the persons who may use the Platform or Related Services are "US Persons," as such term is defined in the securities and tax laws of the United States.