UPMONTH TERMS OF SERVICES
(UPM TOS)

version: 20150910

Indicate your agreement with all terms and conditions contained herein by clicking the check mark in the circle at the bottom of the page

Please read the following Terms of Use.

Terms of Use / Electronic Service Agreement Welcome to UPMONTH (“Company”, “we”, “us” or “our”). Please read these Terms of Use (“Agreement”) carefully, as it constitutes legally binding terms and conditions and applies to Your use of (a) the websites located at upmonth.com and all corresponding web pages associated with the foregoing URL (“Site”) and (b) any content, information, features, functionality and services offered by us through the Site (collectively, and together with the Site, the “Services”). This Agreement applies whether You are accessing the Services via a wireless or mobile device, a personal computer or any other technology or device (each, a “Device”). This Agreement does not cover other services, websites or any corresponding content, features, and activities made available by any other company or third party, unless specifically stated.

UPMONTH is designed for UPMONTH users to organize user information, documents and actions; and establish connections with other users to view, access and or receive such documents or information digitally.

This Website and the Service are only available to Business Entities and Authorized Users each, as defined below:

1. in the United States who are “accredited investors” within the meaning of Regulation D under the United States Securities Act of 1933 (“Accredited Investors”);
2. outside the United States only in circumstances where the provision of the Website and the Services is in accordance with local law;
3. or who are consultants, investment advisers or other agents acting solely on behalf of Accredited Investors or non-United States persons to the extent permitted under (2) above. Funds and Asset Managers (as defined below) may impose various additional restrictions on investors. Funds and Asset Managers are not offering any investment service or product by means of the Service but may provide information through the Service for information purposes to investors and prospective investors.

User Obligations

When using the UPMONTH Services, You agree to:

1. provide accurate information to us at all times and promptly update any information provided, including Your profile or any other UPMONTH account information;
2. keep Your access credentials confidential and secure and to promptly notify us if they are compromised; and
3. promptly update any compromised credentials to new credentials and take other steps that You or we may deem necessary to protect Your account. You are responsible for any inaccurate information You provide in connection with the UPMONTH Services and any actions taken under Your UPMONTH account credentials, regardless of whether such actions are taken by You or a third party. We are not liable for any loss or damage arising from any unauthorized use of Your account.

Qualifications

You represent and warrant that You meet the following qualifications: You may not set up an account on the Site if You are under the age of 18 or if You have been banned, suspended or had an account removed from the network by UPMONTH for any reason. If You set up an account, You are representing and warranting that You are at least 18 years of age. You may not have more than one account. You may not sell or otherwise transfer Your account to another party.

License to the Services

Subject to the terms and conditions of this Agreement, UPMONTH hereby grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide right to use the Services solely for the purposes described in this Agreement. All rights not expressly granted to You are reserved by UPMONTH and its licensors. Except as expressly permitted by UPMONTH, You shall not: (a) license, sublicense, sell, resell, rent, transfer or assign, the Services in any way; (b) reverse engineer, decompile, modify, translate, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Services, including the Content, the underlying technology. Upon termination, suspension or expiration of this license, You shall no longer have the right to use the Services or display, download or make available any Content from the Site. This license shall terminate automatically upon termination or expiration of this Agreement.

Content

As between You and us, all User Content is Your sole and exclusive property and You are responsible for it. “User Content” consists of any information, content, or material that You upload, post, or transmit to the UPMONTH Services. We may use the User Content to provide the UPMONTH Services to You. We may also aggregate User Content with other user content in such a way that it will not identify You and we may use that aggregated User Content to develop and improve UPMONTH’s products and services. Except as otherwise provided in this Agreement, we will not use the User Content.

In addition, we may use or disclose any information that we reasonably believe is necessary to:

1. satisfy legal requirements or governmental requests;
2. enforce or investigate violations of these Terms;
3. detect, prevent, or otherwise address fraud, security, or technical issues;
4. respond to Your user support requests;
5. protect the rights, property, or safety of UPMONTH, our users, and the public.

User Prohibitions

With regard to Your use of the UPMONTH Services, You agree not to engage in any of the following activities and that doing so is a breach of these Terms: (a) Violating local, state, or other applicable laws or regulations; (b) Posting User Content that infringes the intellectual property rights, privacy, publicity, or other rights of any third party; (c) Posting User Content that is unlawful, obscene, defamatory, threatening, harassing, hateful, or embarrassing to any party as determined in our sole discretion; (d) Impersonating a third party or implying You are someone other than who You are; (e) Modifying, reverse engineering, decompiling or disassembling any part of the Services, whether in whole or in part, or creating any derivative works from any part of the Services, or encouraging, assisting or authorizing any other person to do so; (f) Engaging in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping”, “phishing”, “database scraping”, or any other activity with the purposes of obtaining lists of other users or other information; (g) Submitting, uploading, transmitting, or distributing viruses or other harmful or malicious computer code; displaying or otherwise making available through the Services any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (h) Creating derivative works based upon the Services, including the Content, the underlying technology, and UPMONTH; using any data mining, robots or similar data gathering or extraction methods; (i) Using any of the Content or the Services other than for its intended purpose; (j) providing Your access credentials or otherwise allowing a third party or third party system to use Your identification, to pretend they are You, or to access Your UPMONTH account; or (k) engaging in any conduct that disrupts or impedes a third party’s use of the UPMONTH Services, or which, in our judgment, exposes us or any customers, partners or related entities to liability or detriment of any type. You may not assign this Agreement, or assign, transfer or sublicense Your rights, if any, to the UPMONTH Services. Except as expressly stated in another written agreement between You and us, the Terms constitute the entire agreement between You and us with respect to the UPMONTH Services.

User General Terms Agreement

You agree and consent to receive communications from us via each of the following methods:
by posting or making available such communication within the UPMONTH Services or by sending such communication to the email address You provided as part of Your account. You agree that all agreements, notices, disclosures and other communications that we may provide to You electronically satisfy any legal requirement that such communications be in writing. You agree not to use the UPMONTH Platform for re-sale purposes, and we have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity. We may transfer our rights and obligations under a Contract to another organization, but this will not affect Your rights or our obligations under these Terms.

Purchase of Subscription Services

Users can purchase monthly or annual subscription services (the “Subscription Services”), which dependent on the type of subscription service purchased entitle users to utilize certain tools and website functionality, details of which can be requested from UPMONTH. Where prepayments are made for Subscription Services or Subscription Services are purchased it is understood that such payments or credits are not refundable under any circumstances (save at UPMONTH’s sole discretion). Please note that such payments or credits do not guarantee continued availability of any product or service and UPMONTH reserves the right to amend or withdraw any product or service at any time. UPMONTH may refund in these circumstances, at its sole discretion.

Price

The price of any service provided by UPMONTH will be as quoted on our Site or sale agreement (except in the case that such quoted price is manifestly in error).

Prices for our services may change from time to time, but changes will not affect any order which we have confirmed with a Confirmation.

The price of any service as initially quoted on the Site excludes any applicable tax due by the user.

Payment

At present, unless UPMONTH otherwise agrees, You can only pay for the user of the UPMONTH Platform through bank wire transfer methods. No debit card or credit card payment is currently acceptable.

Privacy

We use and protect Your information and maintain the security of the UPMONTH Services in accordance with the UPMONTH Privacy Policy, which is available upon request from UPMONTH.

Your Public Profile may contain details such as name, title, firm name, location information, photos, UPMONTH activity and history, and comments. Other Users may be able to view Your Public Profile on upmonth.com should You desire. You agree that all Profile information shall be true and accurate, and You shall only create one Public Profile. You agree that the Public Profiles shall not (a) contain material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (b) contain material that is sexually explicit, pornographic, violent, or discriminatory; (c) promote illegal or unlawful activity; (d) impersonate or attempt to impersonate or stalk any person or entity; or (e) violate any law or regulation or otherwise infringe on a third parties’ rights. We reserve the right, and have the absolute discretion, to remove any Public Profiles posted on upMonth.com or accessed through the Services at any time.

Account Usage Limitations

You may upload an unlimited number of Documents when You are connected. You may upload no more than 10 GB of Documents and data per calendar month to Your UPMONTH account.

Advertisements

From time to time, You may choose to communicate with, interact with, or obtain from our advertisers, sponsors, or other promotional partners (collectively, “Advertisers”) found on or through the Services or via a hyperlinked website or platform. All such communication, interaction and participation is strictly and solely between You and such Advertisers and we shall not be responsible or liable to You in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between You and the Advertisers or any goods or services You may purchase or obtain from any Advertiser).

Suspension of Access to Your Account

We can suspend access to Your account on the UPMONTH Services if, in our sole discretion, we believe: (1) there is risk to the security or privacy of Your account; (2) there is a threat to the security or integrity of UPMONTH’s network or the UPMONTH Services; (3) suspension is needed to protect the rights, property or safety of UPMONTH, our users or the public; (4) there is a basis for termination of Your account; or (5) You have violated these Terms; or (6) we are required to by law.

We will provide You notice in the event of any suspension. During such suspension, You will not have the ability to use or access the UPMONTH Services and other information contained or stored by You in, or as part of, the UPMONTH Services will no longer be accessible to You. Any suspension of Your access to the UPMONTH Services will not limit or waive our rights to terminate Your access to the UPMONTH Services. At the point we determine, in our sole discretion, that the reason for suspension of access to Your account has been resolved, we will restore access to Your account.

Termination of Your Account

You may cancel Your UPMONTH account at any time using the settings menu of the UPMONTH Service. We may cancel Your access to the UPMONTH Services (a) immediately if You breach these Terms; (b) upon 30 days notice if Your UPMONTH account has been inactive for at least 1 year; or (c) if required by law. We will provide You notice if we cancel Your account.

This Agreement terminates upon cancellation of Your account. From the effective date of termination of this Agreement, You will not have the ability to use or access the UPMONTH Services and other information contained or stored by You in, or as part of, the UPMONTH Services will no longer be accessible to You. Upon termination, UPMONTH has no obligation to store Your data, but may do so to comply with legal or business requirements for a reasonable time after termination. The following sections shall survive termination of this Agreement: Content, User Prohibitions, User General Terms Agreement, Privacy, Termination of Your Account, Company Branding, Amendments and Modifications, Abuse Policy and Force Majeure.

Upon any cancellation or termination of Your User Account, whether by Company or You, no refunds, reimbursements or credits of any kind shall be provided.

Sensitive Data

You will not submit to UPMONTH (or use our services to collect: (a) any personally identifiable information, except as necessary for the establishment of Your UPMONTH account; (b) any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; or (c) any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations) ((a) through (c), collectively, “Sensitive Data”). You also acknowledge that UPMONTH is not acting as Your Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that the Hosted Services are not HIPAA compliant. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented. Notwithstanding any other provision to the contrary, UPMONTH has no liability under this Agreement for Sensitive Data.

Beta Versions and No-Charge Service

We may offer our service to You at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Service”). Your use of No-Charge Service is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Service for competitive analysis or similar purposes. We may terminate Your right to use No-Charge Service at any time and for any reason in our sole discretion, without liability to You. You understand that any pre-release and beta products we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Service. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow You to access Beta Versions, but the Beta Versions will still remain subject to this Section. All information regarding the characteristics, features or performance of Beta Versions constitutes UPMONTH’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Service, including any Support and Maintenance, warranty, and indemnity obligations.

Updates

From time to time, Company may make available updates, upgrades, additional functionality and/or add-ons in connection with Developed Applications, whether as part of the Site and the corresponding Services, or via software download or other means made available via the applicable Platform (each, an “Update").

Some Updates shall be made available at no additional cost to You, and other Updates shall be offered at an additional fee, as more fully described in the Pricing Schedule. Some Updates may occur automatically without the need for any act on Your part, but may require the applicable end user of the Developed Application to manually download an Update via the Platform through which the Developed Application was originally downloaded.

If You Are A Fund Manager / Owner

This section only applies if You are a Fund Manager / Owner (being a user which has a fund product information uploaded on the UPMONTH Platform).

We only supply the Platform information data for Your use by Your business, and You agree not to use the Services for any re-sale purposes. Nothing in these Terms limits or excludes our liability for:

1. death or personal injury caused by our negligence;
2. fraud or fraudulent misrepresentation; or
3. any matter in respect of which it would be unlawful for us to exclude or restrict liability.

Subject to the above, we will under no circumstances whatever be liable to You, whether in Agreement, contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

1. any loss of profits, sales, business, or revenue;
2. loss or corruption of data, information or software;
3. loss of business opportunity;
4. loss of anticipated savings;
5. loss of goodwill; or
6. any indirect or consequential loss.

Subject to the above, our total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services.

Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Platform. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Platform is suitable for Your purposes.

We make reasonable commercial efforts to ensure content on the site is up to date and accurate and use reasonable care and skill when supplying the content on the Platform. However, because we get the content and data from a number of different third party sources (including, without limitation, information provided by You and certain official registries) we do not endorse, support, represent, warrant or guarantee the completeness, truthfulness, accuracy, or reliability of any content accessed using the Services or contained on the UPMONTH Platform. Accordingly, any use of the Services or the UPMONTH platform is at Your own risk. If You do become aware of any inaccurate or incorrect content accessed or accessible using the Services or contained in any documents (in particular pertaining to yourself or other individuals) please let us know by clicking on the Report (!) button available on the website, or by sending us an email to report@upMonth.com and we will use our reasonable endeavors to investigate Your concern and, where appropriate and possible, correct inaccurate data. Content relating to rankings, in particular, is provided and generated by us or third party sources, should You find an inaccurate or incorrect content in this regard please also contact us clicking on the Report (!) button available on the website, or by sending us an email to report@upMonth.com and we will use our reasonable endeavors to pass Your concern onto the appropriate third party information provider(s). You understand that by using the Services and/or obtaining Services, You may be exposed to content that might be inaccurate or deceptive. Under no circumstances (save as required by law) will we be liable in any way for any content accessed, or any loss or damage of any kind incurred as a result of the accessing by You of the Services and/or obtaining the Platform content.

If You Are An Allocator / Investor User

You hereby acknowledge that You are an authorized user who is an investor, prospective investor or party directly related to an investor in a fund on the UPMONTH platform. In consideration for access to the UPMONTH web site www.upmonth.com to receive investor communications and information about the products, You hereby understand and agree that the user name and password issued by UPMONTH for purpose of access to the UPMONTH web site are proprietary and confidential and are to be used only by You or a member of Your business unit who functions as an authorized delegate.

The funds’ documents that are on the Platform are not offered through the Site. Any such fund may offer its securities only after You have received that fund’s Confidential Offering Circular or Private Offering Memorandum and have had the opportunity to discuss with the Firm all matters concerning any prospective investment that You desire. The Site does not provide all information material to an investor’s decision to invest in any such fund, including, but not limited to, risk factors. For more information, please refer to the applicable fund’s Confidential Offering Circular or Private Offering Memorandum and read it carefully before You invest.

The information on the Site is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. Such information should not be construed as any endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving any information on the Site. UPMONTH urges You to make sure You understand these risks before relying on, using or retrieving any such information. You should seek the advice of professionals, as appropriate, to evaluate such information and any opinion, advice, product or service.

UPMONTH Services are designed to integrate with the services provided by its clients’ other financial, legal and tax advisers, not to replace their services. UPMONTH advises its clients from time to time on non-investment related matters, but clients must rely on their other professional advisers for final approval and/or implementation of non-investment matters.

You acknowledge that any requests for information that You make to UPMONTH are unsolicited and any information provided in response to such a request is not the Firm’s investment advice to You or the formation of an investment advisory relationship, or any other client relationship between You and the Firm. UPMONTH strongly recommends that You seek outside advice from a qualified securities professional. We do not guarantee the suitability or potential value of any particular investment or information source. UPMONTH, its employees, managers, members, affiliates or clients may invest or otherwise hold an interest in companies or securities that may be discussed on the Services.

Company Branding

UPMONTH reserves the right, in its sole discretion, to include within the platform certain branding and promotion materials related to Company and the Services, all as determined by Company in its sole discretion.

Amendments and Modifications

These terms of service and any order form completed by the User and received and accepted by the Company (together “the Electronic Service Agreement”) represents the entire agreement between the Company and the User with respect to the Service. The Electronic Service Agreement may not be modified or amended except by an instrument in writing executed by both parties hereto, with the sole exception that the Company may amend the Terms and Service or Privacy Policy from time to time by posting and notifying the User of such amendments on this website.

Abuse Policy

We take several steps to keep abuse to a minimum. Among other things, we (a) interview new clients about both the origins of their business and their practices. Clients who do not meet our standards are not allowed to use the UPMONTH service; (b) suspend access to any document and contact the owner if we have any concerns of it’s appropriateness; (c) immediately open an investigation if a user receives an abuse complaint or we receive one through one of the feedback loops we maintain. If You suspect a client of abusing the Services (or have any questions regarding our policies), please contact us at abuse@upmonth.com. All complaints are investigated, and You will receive a response detailing the action being taken.

Force Majeure

Company shall not be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption in connection with any product or service offered by Company or any third party resulting directly or indirectly from any cause beyond the reasonable control of Company, including, without limitation, an act of war or terrorism, failure of electricity supply, systems or connections, service interruptions, natural disaster, third party service provider failure or delay in performance, civil commotion, governmental action, labor dispute, act of God or other causes beyond the reasonable control of Company.

Headings

Headings or captions contained in the Agreement are inserted only as a matter of convenience and for reference and do not affect construction.