OPTIMA FUND MANAGEMENT ONLINE USER AGREEMENT AND PRIVACY POLICY

Last updated on November 22, 2017


Please read this Online User Agreement (this "Agreement") carefully, as it includes disclaimers of liability and other terms governing your use of the Optima Fund Management (together with its affiliates, "Optima," "we" or "our") website (the "Website"). As used in this Agreement, the words "you" and "your" mean you as the Website user or Optima customer, including all related Optima customers if this is a joint account. Please also read our Privacy Policy below carefully to understand what we do with the personal information that we collect as part of your interaction with the Website.


Accepting this Agreement

You understand that by clicking the box, you are acknowledging that you have read, understand and agree to comply with and to be bound by, this Agreement and the Privacy Policy.

IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT OR THE PRIVACY POLICY, IMMEDIATELY DISCONTINUE YOUR ACCESS TO AND USE OF THE WEBSITE AND DO NOT RETURN. Any breach of this Agreement immediately terminates your right to access and use the Website and all rights and licenses granted to you by this Agreement.


What this Agreement Covers

This Agreement between you and Optima governs your use of the Website and Optima's virtual safe and electronic service that permits Optima's customers to access certain account information via the internet through the use of personal computers or similar access devices accessible through the Website (the "Service"). This Agreement concerns only your use of the Website and/or the Service, and does not concern any other website or internet-based services, including websites to which the Service may link. You agree to use the Website and the Service solely as provided in this Agreement.


Optima Disclaimer

This Website does not constitute an offer to sell or buy any securities and may not be used or relied upon in connection with any offer or sale of securities. It does not constitute a solicitation of clients and may not be used or relied upon in connection with any solicitation of clients. An offer or solicitation will be made only through a final private placement memorandum and master subscription agreement, and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor. These documents also describe the risks of investing in any of the funds. The information set forth in this Website does not purport to be complete. While Optima uses reasonable efforts to update the information on this site, Optima makes no representations or warranties as to the accuracy, reliability or completeness of any information at this site. Any contents at this site are subject to change without notice. Optima has not reviewed any of the sites linked to this site, and is not responsible for the content of off-site pages or any other site linked or linking to the site. Your linking to any off-site pages or other sites is at your own risk.


General and Intellectual Property Rights

Optima controls and maintains this Website and the Service. The content provided through the Website and Service by Optima and all underlying software or technology used in connection with the Website and Service is and remains at all times the property of Optima or its licensors or suppliers, as the case may be, with all rights not explicitly granted herein reserved to Optima, or its licensors or suppliers, as applicable. Nothing on this Website, the Service or in this Agreement shall be construed as granting by implication, estoppel or otherwise, any license or other right with respect to intellectual property, including to use any image, trademark, logo or service mark displayed on this Website or the Service, except as expressly set forth in this Agreement. No act of downloading or otherwise copying from this Website or the Service will transfer title to any software or material to you. Optima reserves all intellectual property rights with respect to all material available on the Website and Service, and will enforce such rights to the full extent of the law.

Provided that you agree to abide by this Agreement, you are hereby granted a limited license (without the right to sublicense) to access and use the content on Website and/or Service, as applicable, and to download or print a copy of any portion of such content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. You may not upload or republish the content on any internet, intranet or extranet site or incorporate the information contained within the content in any other database or compilation, and any other use of the content is strictly prohibited. Such license is subject to this Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Except as set forth in this Agreement, you may not modify, copy, distribute, transmit, display, frame, scrape, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Website or Service, in whole or in part, without Optima's prior written permission. You will not use the Website or Service for any illegal activities or for commercial exploitation. Any unauthorized use is strictly prohibited and may violate applicable laws, including copyright and trademark laws and applicable communications regulations and statutes.

If you create and/or upload a hypothetical portfolio spreadsheet on the Optima website, Optima will not use or share these spreadsheets with any third party except as require by law, including to any legal or regulatory authority to which Optima is subject.

You acknowledge and agree that to the extent necessary, it is your responsibility to: (1) provide all equipment, including a computer and modem, necessary for you to establish a connection to the internet and (2) provide for your own connection to the internet and pay any service fees associated with such connection.


Changes in the Services and the Terms of this Agreement

You agree that Optima may suspend, cancel, or modify the Website or Service, at any time, for any reason. Similarly, you agree, during the term of this Agreement that Optima may revise the terms and conditions of this Agreement. Any such revision or change will be binding and effective upon posting of the revised Agreement or change to the Website or Service on the Website, or upon transmission to you at the e-mail address or postal address by United States mail provided by you to Optima. Your continued use of the Website and/or Service, as applicable, shall constitute your acceptance of this Agreement with the new modifications. If you do not agree to any of such changes, you must cease use of the Website and/or Service. You acknowledge and agree that such termination of use will be your exclusive remedy and our sole liability if you do not wish to abide by any changes to this Agreement or the Website or Service.

No employee, contractor, agent or representative of Optima is authorized to alter or amend the terms and conditions of this Agreement except by means of a written document signed by you and an authorized officer of Optima.


Your Representations

You hereby represent and warrant that (i) if you are a U.S. Person, you are an "accredited investor" as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act") if representing yourself, or if you representing an entity, the entity is an "accredited investor" as defined in the Securities Act; or (ii) if you are not a U.S. Person, you are neither a citizen nor a resident of the United States if representing yourself, or if you represent an entity, that entity is neither organized nor established in the United States and the majority of the beneficial interests of the entity are not owned by United States persons.

You understand that should your status as an "Accredited Investor" change you agree to notify Optima immediately of such change.

For purposes of this representation, "U.S. Person" is (1) a natural person who is a citizen of or resident in the United States; (ii) a partnership or corporation organized or incorporated under the laws of the United States or any political subdivision thereof; (iii) an estate the income of which is included in gross income for United States federal income tax purposes regardless of its source; (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and once or more United States persons have the authority to control all substantial decisions of the trust; (v) an agency or branch of a foreign entity located in the United States; (vi) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) a discretionary account of similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) a partnership or corporation if (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by one or more of the above and/or one or more natural persons resident in the U.S. principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by "accredited investors" (as defined in Rule 501(a) of the Securities Act) who are not natural persons, estates or trusts.


User Name and Password

You do not have to create an account in order to view the Website. However, you do need to register with Optima in order to use and access the Service. To the extent you wish to create an account to use or access the Service or any other features of the Website available only to registered users, you may be required to provide certain information, including an email address and certain identifying information. Upon submission of such information, Optima shall provide you via email with a user name and password through which you can access the Service, which are used to protect your account from unauthorized access, and are for your personal use only. You acknowledge and agree that it is your responsibility to safeguard the user name and password you select from any unauthorized use, and that you are responsible for all use of your account and for any actions that take place using your account, whether by you or by another person. If you are aware of any illegal or improper activity on your account, it is your responsibility to inform Optima immediately. IN NO EVENT WILL OPTIMA BE LIABLE FOR THE UNAUTHORIZED USE OR MISUSE OF YOUR USER NAME OR PASSWORD. You represent and warrant that any information that you download from the Service will not be distributed to any other person without Optima's prior written consent.


Confidentiality

The Service includes information provided by Optima and in some cases by third parties. All information provided via the Service is confidential. You agree to respect the confidential nature of information provided as part of the Service and to take normal and reasonable precautions to maintain such confidentiality and avoid any unauthorized use, access or disclosure, so that none of the confidential information will be divulged to any other person without Optima's prior written consent, except as may be required by law or regulation.


System Performance Degradation

Optima depends on its own and third party computer systems to operate the Website and Service. Occasionally, these computer systems are subjected to exceptional volumes of incoming service requests, electronic mail messages that may result in significant degradation of system processing and response time. Regardless of the reason, in those instances when there is system performance degradation, Optima reserves the right, in its sole discretion, to filter or block electronic traffic originating from identified sources of high volume traffic. Optima will attempt to selectively restore service after system performance returns to normal limits, provided that such restoration does not result in an adverse impact on the system. Optima further reserves the right to permanently filter or block repeated sources of high volume of electronic traffic.

All or a portion of the Website or Service may be temporarily unavailable from time to time for maintenance or other reasons. Optima assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Optima also is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any website or combination thereof, including injury or damage to any person's computer (including any tablet or smart phone) or other hardware or software, related to or resulting from using or downloading materials in connection with the internet and/or in connection with the Website or Service.

Although Optima will make reasonable efforts to store and preserve the material residing on the Service, Optima is not responsible or liable in any way for the failure to store, preserve or access content or other materials you transmit or archive on the Service. You are strongly urged to take measures to preserve copies of any data, material, content or information you post or upload to the Service.


Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT OPTIMA WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (A) LOSS, DAMAGE, PERSONAL INJURY OR DEATH RESULTING FROM ANYONE'S USE OF THE WEBSITE OR SERVICE, (B) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, OR (C) EVENTS BEYOND OPTIMA'S REASONABLE CONTROL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OPTIMA WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, EVEN IF OPTIMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR SERVICE, OR ANY LINKED SITE, IS TO STOP USING THE WEBSITE, SERVICE OR LINKED SITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF OPTIMA FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE $100. CERTAIN LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.


Representations and Warranties

THE SERVICE AND THE WEBSITE ARE PROVIDED TO YOU AS IS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, OPTIMA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE OR THE SERVICE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. FOR THE SAKE OF CLARITY, OPTIMA DOES NOT WARRANT OR COVENANT: (A) THAT THE WEBSITE OR SERVICE WILL BE AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, (B) THAT THE WEBSITE OR SERVICE WILL BE SECURE OR ERROR-FREE, (C) THAT DEFECTS WILL BE CORRECTED OR (D) THAT THE WEBSITE OR SERVICE IS FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS.


Governing Law; Forum Selection

Your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of New York, as if this Agreement was a contract wholly entered into and wholly performed within the State of New York. Any action to enforce this Agreement or any matter relating to your use of the Website or Service shall be brought exclusively in the United States District Court for the Southern District of New York, or if there is no jurisdiction in such court, then in a state court in New York County without giving effect to choice of law principles.


Notices

You agree that, unless other instructions are posted on the Website or the Service, any notices required to be given under this Agreement will be deemed to have been given if delivered by email or fax, or sent by certified mail, return receipt requested, or by Federal Express or other recognized overnight delivery service to each of the parties in accordance with the most current contact information you have provided to us, and the contact information for Optima posted on the Website. All notices shall be effective upon receipt, except email and fax notices shall be effective upon transmission.


Jurisdiction

If you access the Website or the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.


Entire Agreement

This Agreement represent the entire agreement between you and Optima relating to your right to access and use the Website and the Service, and supersede any and all prior or written or oral agreements between you and Optima with respect to such subject matter.

The failure of Optima to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Optima of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. Optima will amend or replace such provision with one that is valid and enforceable and which achieve to the extent possible, the original objectives and intent of Optima as reflected in the original provision.

Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between you and Optima, and this Agreement shall not be construed to create any obligation by Optima to any non-party to this Agreement.


Privacy is fundamental to our relationship with our investors and clients
Optima Privacy Policy

This Privacy Policy describes what information Optima collects as part of your interaction with the Website and/or Service, and how we use, share and protect that information. Please note that this Privacy Policy may change from time to time. Please check the Privacy Policy each time you visit the Website or use the Service for the most current version. This Privacy Policy concerns only the Website and the Service, and does not concern any other website or internet-based services, including websites to which this site may link. We have no control over such third-party sites or their privacy policies or terms of use, and therefore we encourage you to review such privacy policies and terms of use prior to submitting any personal information to them.


Collection and Use of Personally Identifiable Information

When you browse this Website we do not collect personal information about you unless you affirmatively provide it to us. When you voluntarily submit your personal information to us, such as when you register to use the Service, you are giving us your consent to the collection, use, and disclosure of your personal information as set forth in this Privacy Policy.

If you choose to register for access to the Service, you will be required to provide certain personally identifiable information such as your name, email address, postal address, and telephone number. Once activated, such information will be connected with your account, together with information regarding your transactions with us (such as investments, withdrawals, performance and account balances) from our discussions with you and from documents that you may deliver to us. We are committed to maintaining the confidentiality, integrity, and security of your personal information. Internal policies have been developed to protect this confidentiality, while allowing us to serve your needs as an investor or client. We do not disclose nonpublic personal information about our investors, clients or former investors or former clients to third parties other than as described below.

Personal information collected about you will be used solely to provide you the Service and any other services provided to you by Optima, and for use in Optima's business operations. We may collect certain information regarding your use of the Website, including your IP address, browser type and language, referring and exit pages and URLs, date and time, amount of time spent on particular pages, sections of the Website visited, and activity and usage information occurring via the Website. We reserve the right to use such information to better understand the behavior and preferences of uses of the Service and Website, to troubleshoot technical problems, to enforce this Privacy Policy and to ensure proper functioning of and to help improve the Service and Website.

In order to provide you with the Service, we may provide your personal information to our affiliates and to firms that assist us in servicing your account and that have a need for such information, such as a broker, custodian, lawyer, accountant or other service provider and as permitted by law. We require third party service providers and financial institutions with whom we have relationships to protect the confidentiality of your information and to use the information only for the purposes for which we disclose the information to them. We reserve the right to disclose any information or electronic communications as necessary to comply with any law, regulation or government request.

We maintain physical, electronic and procedural safeguards designed to protect the nonpublic personal information we obtain about you. However, you acknowledge and agree that despite our efforts, no security measures are perfect or impenetrable, and your information may still be accessed and used by others without authorization in the event of a security breach.

In the event that you have any questions or concerns about this Agreement or Privacy Policy, or would like to update your contact information, please contact us at 212-484-3000.