1. Introduction

1.1. By checking the corresponding checkbox on the Private Markets Alpha Limited (“PM Alpha”) platform available at  www.pmalphaplatform.co.uk or any of its subdomains (“Platform”) when creating an account, you are accepting these Terms of Service and thus agreeing that you will abide by these Terms of Service and any other terms displayed on the Platform (collectively, the “Agreement”).  The Agreement is between PM Alpha (“we”, “our” or “PM Alpha”) and  (a) you on your own behalf as an individual, and (b) the entity on whose behalf you are accessing and using the Platform and Services (as hereafter defined), whether as an employee, associated person, independent contractor, agent, or in a similar representative capacity ((a) and (b), collectively “you” and “yourself”), and governs your access to and use of the Platform and the services and applications offered by PM Alpha thereon (collectively, the “Services”).  PM Alpha provides private markets access and permits, indirectly, professional investors to invest in alternative asset managers funds via the Platform.

PM ALPHA HAS THE RIGHT TO CHANGE THE PLATFORM, THE SERVICES AND/OR THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE, WHETHER AS A RESULT OF CHANGES IN LAW, RULE, REGULATION OR POLICY OR OTHERWISE.  THEREFORE, EACH TIME YOU ACCESS OR USE THE PLATFORM OR THE SERVICES, YOU SHOULD VISIT AND REVIEW THE THEN-CURRENT AGREEMENT.  YOUR CONTINUED ACCESS AND/OR USE OF THE PLATFORM AND/OR THE SERVICES CONSTITUTES ACCEPTANCE OF SUCH CHANGES.

1.2. Capitalized terms used herein, unless otherwise defined in the Agreement, are defined in Section 12 (Definitions) of these Terms of Service.

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2. General Securities Laws Principles

2.1. The laws applicable to alternative investments are complicated and occasionally ambiguous.  In general, they are designed to protect unsophisticated investors from making poor investment decisions.  You qualify to access the Platform if you are a regulated entity by a competent authority of your jurisdiction or qualify as a professional or qualified investor in accordance with the laws applicable to you. 

2.2. Due to the nature of the funds / financial products offered, PM Alpha investments are available exclusively for investors that qualify based on applicable national securities laws and regulations governing these types of securities transactions that must be observed.

2.3. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Platform.

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3. User Obligations

3.1. To Act Responsibly.  You are undertaking to act responsibly – which means that, by entering into this Agreement with us, you are undertaking the following:

3.2. Requirements to Use the Services.

3.2.1. That you have the right, power, authority, and capacity to enter into this Agreement on your own behalf or on behalf of any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your use of the Services violates provisions of applicable laws, rules or regulations to which you are subject, you will promptly cease use of the Services and close your account;

3.2.2. That you will not use a false name or use an email address owned or controlled by another person in connection with your use of the Services;

3.2.3. That you are solely responsible for maintaining the confidentiality of your password;

3.2.4. That you will update your registration information with PM Alpha as needed so that it remains true, correct and complete;

3.2.5. That during the registration process on the Platform you agree to be bound by the terms and conditions of the Non-Disclosure Agreement, displayed on the Platform, by checking the corresponding box.

3.3. Requirements Related to Investments.

3.3.1. That you will only invest in a PM Alpha fund or other financial product offered by PM Alpha (through the Platform or otherwise) after carefully reviewing and assessing the terms of the investment, including the related private placement memorandum (or otherwise), subscription agreement and organizational documents as well as all other related information and materials provided through the Platform;

3.3.2. That you will use your own judgment before making any decision to invest;

3.3.3. That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice (i.e., consult with an attorney); and

3.3.4. That you have reviewed and understand the discussion of risks made available with the investment documentation on the Platform, and that you are otherwise aware of the risks of making alternative investments.

3.4. General Requirements.  In addition, you are undertaking not to:

3.4.1. Violate this Agreement or any law, rule or regulation;

3.4.2. Trick, defraud, deceive or mislead PM Alpha, such as by disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services;

3.4.3. Interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Platform or Services of other users or any host or network;

3.4.4. Disparage, tarnish or otherwise harm PM Alpha, the Platform and/or the Services;

3.4.5. Upload or transmit (or attempt to upload or transmit) to the Platform and/or the Services (i) any material that acts as a passive or active information collection or transmission mechanism, or (ii) any computer code designed to disable, disrupt, distort, harm or otherwise impede, in any manner (including aesthetically), the use or operation of any technology and/or to corrupt any data, including viruses, worms, Trojan horses, spyware, adware ransomware or any other malicious or invasive computer code;

3.4.6. Reverse engineer, alter, modify, decompile, reverse assemble, disassemble, modify or attempt to discover, derive or copy or create any derivative works of any software, source code, structure, methods of, models or data with respect to the Platform or the Services, including all trade secrets therein;

3.4.7. Access or search (or attempt to access or search) the Platform or Services by any means, such as any automated system or unauthorized script or software, other than currently available, published interfaces provide by PM Alpha, unless you have been specifically allowed to do so in a separate agreement with PM Alpha; for the avoidance of doubt, scraping the Platform or Services is expressly prohibited without the prior written consent of PM Alpha;

3.4.8. Remove, obscure or change any copyright, trademark, logo, notices, instructions, warnings, labels, hyperlink or other proprietary rights notices contained in or on the Platform or Services or on any third party website and/or PM Alpha software on which PM Alpha code is embeddable or embedded on;

3.4.9. Remove, obscure or change any notice, banner, advertisement or other branding on the Platform or the Services;

3.4.10. Interfere with or circumvent any security feature of the Platform or the Services or any feature that restricts or enforces limitations on use of or access to the Platform or Services, such as probing or scanning the vulnerability of any system, network or breach;

3.4.11. Make any false or fraudulent representations to PM Alpha in order to gain access to the Platform or Services;

3.4.12. Distribute or cause the distribution of Sensitive Information;

3.4.13. Sell access to the Platform or the Services or any part thereof other than through a mechanism approved by PM Alpha in writing;

3.4.14. Expect PM Alpha to provide investment advice or recommend any investment;

3.4.15. Treat any Content, email or other information you receive as a result of your access to or use of the Platform or the Services as a recommendation or representation of any kind by PM Alpha, any affiliate of PM Alpha or any employee, officer, director, representative or other agent of any of the foregoing (each a “Company Person”) on which you should rely unless such information has been expressly identified as created by a Company Person;

3.4.16. Claim any ownership right in any material, software or intellectual property displayed on, published by or otherwise available through the Platform, including Content (other than Your Content);

3.4.17. Copy or distribute Content (excluding Your Content) except as specifically allowed in this Agreement;

3.4.18. Use any Content, or other information acquired from Company Persons, investors, or otherwise through your access to or use of the Platform or Services, for commercial or investment activity outside of the Services, without prior written approval from PM Alpha;

3.4.19. Claim any right to access, view or alter any source code or object code of PM Alpha;

3.4.20. Use the Platform to market services, particularly investment advisory services that might cause PM Alpha to have to register as an investment adviser with a local regulator; or

3.4.21. Market competing services to persons you have identified through PM Alpha.

3.5. PM Alpha Employees and Affiliates.  You understand that Company Persons may participate in the Services as investors, and that PM Alpha is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.

3.6. Confidentiality.  By registering with PM Alpha, or otherwise using the Platform or the Services or viewing Content made available through the Platform or the Services in any way, you may be exposed to Sensitive Information.  You shall maintain Sensitive Information in confidence. You may not distribute or republish, or permit or cause any third party to distribute or republish, any information you acquire through the Platform or the Services via an Internet website or otherwise, including Sensitive Information.  You may not use Sensitive Information for any reason other than your evaluation of a particular investment opportunity unless approved in advance in writing by PM Alpha.

3.7. Other User Obligations.

3.7.1. This Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Platform or the Services (collectively, “Updates”).  PM Alpha, however, may occasionally provide automatic Updates to the Platform or the Services at its sole discretion (and without any advanced notification to you).  Any such Updates for the Platform or the Services shall become part of the Platform or the Services, as applicable, and subject to this Agreement.

3.7.2. APIs available through the Service.  We may make available one or more APIs for interacting with the Services.  Your use of any PM Alpha API on the Platform is subject to this Agreement and certain PM Alpha API rules, which will be posted on the Platform before we make these APIs available (and which will then be part of this Agreement).

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4. Privacy and Protection of Personal Information

4.1. Privacy Notice.  PM Alpha values your privacy.  Please review our Privacy Notice to learn more about how we collect and use information about you via the Services.  The Privacy Notice explains how PM Alpha processes your personal information and protects your privacy when you access PM Alpha and use the Services.

4.2. Amendments to the Privacy Notice.  We may amend the Privacy Notice at any time in our sole discretion, effective upon posting the amended Privacy Notice]  where the prior version of the Privacy Notice was posted, or by communicating these changes through any written or other contact method we have established with you.  Your use of the Platform or the Services following the date on which such amended Privacy Notice is published will constitute consent to such amendments to the extent they do not have retroactive applicability.

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5. Ownership of Platform, Services and Content; Investor Questionnaire

5.1. All rights, title, and interests in and to the Platform, the Services and Content (other than Your Content) is and will remain the exclusive property of PM Alpha and its licensors.  The Platform, the Services and Content are protected by copyright, trademark, and other laws of both the European Union as well as those of other countries.  Except as expressly provided herein, nothing in this Agreement gives you a right to use the PM Alpha name or any of the PM Alpha trademarks, logos, domain names or other distinctive brand features.

5.2. Execution of the “Investor Questionnaire”.  In accordance with applicable regulatory requirements, PM Alpha requires all new investors to be classified as professional / qualified investors via a distribution partner,  which are designed to separate investors qualified to invest in PM Alpha funds or other financial products offered through the Platform from those that are not.  PM Alpha and any distribution partner in this process rely on representations made by investors or distribution partners, as applicable.

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6. Reservation of the Company’s Rights

6.1. Right to Control Content.  Any Content on the Platform (including Your Content) may be deleted by PM Alpha at any time without notice to you.

6.2. Right to Terminate User Access.  PM Alpha reserves the right to terminate your access to and use of the Platform and the Services without notice and, if you violate this Agreement, to pursue other remedies at law or in equity, provided that PM Alpha shall in such a case provide to a user who has (or whose clients have) invested in a fund or other financial product offered on the Platform all investor information that is required under applicable law via a durable medium.

6.3. Right to Refuse or Cancel Registration.  PM Alpha may refuse registration of or cancel your user account in its discretion for any reason or for no reason.  In addition, PM Alpha reserves the right at all times (but will not have an obligation) to remove or refuse to transmit, communicate or distribute any Content with respect to the Services and to terminate users and/or reclaim usernames.

6.4. PM Alpha also reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, rule, regulation, legal process or governmental request, (b) enforce this Agreement (including investigation of potential violations hereof),  (c) detect, prevent or otherwise address fraud, security or technical issues, (d) respond to user support requests, and/or  (e) protect the rights, property or safety of PM Alpha, its users and the public.

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7. Scope of PM Alpha’s Obligations

7.1. Introductions.  We are not obligated to introduce you to anyone connected to PM Alpha feeder funds or other financial products offered on the Platform, including fund managers, fund analysts, or other investors.

7.2. No Recommendations.  We do not recommend any funds or other investment opportunities for investment, state that any investment opportunities are suitable for investment or guarantee the accuracy of information provided by funds, their managers or other financial products offered on the Platform or otherwise.  In particular, we do not act as an investment adviser to any investor and no part of the Platform is intended to constitute investment advice.

7.3. Verifying Advertisement Accuracy.  The Services may contain or deliver advertising and sponsorships.  Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws, rules and regulations.  We are not responsible for any such compliance or any error, inaccuracy or problem in any advertiser’s or sponsor’s Content.

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8. Term and Termination

8.1. Unless terminated by PM Alpha, this Agreement will remain in full force and effect while you access or use the Platform or any of the Services.

8.2. You may terminate this Agreement at any time by requesting PM Alpha to delete your account by contacting [CHLOE TO INCLUDE RELEVANT EMAIL] PM Alpha may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement.

8.3. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by PM Alpha or any other user of the Services that you acquired via use of the Platform or the Services.  Additionally, any provision which by their nature should survive the termination of this Agreement shall survive termination, including, without limitation, Sections the following provisions shall survive any termination of this Agreement:  Sections 3.4(d), 3.4(u), 3.6, 4, 5.1, 6, 7, 8.3, 9, 10, and 11.

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9. Disclaimers, Limitations, Waivers of Liability

9.1. In case of fraud, PM Alpha shall be liable according to the statutory provisions of applicable law.

9.2. In case of wilful misconduct, PM Alpha shall be liable according to the statutory provisions of applicable law.

9.3. In case of gross negligence, PM Alpha shall – provided that the standard of liability is not limited according to statutory provisions of applicable law (such as any limitation to the duty of care observed in own affairs) – only be liable for breach of material contractual obligations (material contractual obligations are obligations the breach of which endangers the purpose of the agreement and the fulfilment of which the investor generally relies and may reasonably rely on); in this case PM Alpha’s liability shall be limited to the typical damages that were reasonably foreseeable.

9.4. The aforementioned limitations of Section 9.3 do not apply to  damages resulting from injury to life, body or health; or any other liability which cannot be contractually set aside in accordance with the applicable law.

9.5. PM Alpha 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 media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Platform or the Services, including any mobile software.  Under no circumstances will PM Alpha be responsible for any loss or damage, including any loss or damage to any Content or personal injury or death, resulting from anyone’s use of the Platform, the Services, any Content or third party applications, software or Content posted on or through the Platform or the Services or transmitted to users or any interactions between users of the Platform or the Services, whether online or offline.

9.6. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Platform, the Services or any Content thereon or any Content you receive as a result of your relationship with PM Alpha.  PM Alpha will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of, or inability to access or use, the Platform or the Services or any Content.  PM Alpha has no responsibility or liability for the deletion of, or the failure to store, transmit or distribute any Content and other communications maintained by the Services.  We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or errorfree basis.  No advice or information, whether oral or written, obtained from PM Alpha or through the Platform or the Services, will create any warranty not expressly made herein.  The Platform, the Services and Content are provided on an AS-IS, WHERE IS, AS AVAILABLE basis at your sole risk.

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10. Indemnification

10.1. You will defend, indemnify and hold PM Alpha and its affiliates harmless from and against any and all suits, claims, losses, liabilities, damages, judgments, costs and expenses (including attorneys' fees) arising from your (a) use of or access to, or inability to use or access, the Platform, any Content or any Services, (b) violation of any of the terms of this Agreement, and/or (c) Your Content.

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11. Miscellaneous

11.1. PM Alpha operates and controls the Services from its offices in London, United Kingdom.  The information provided on or through the Platform or the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject PM Alpha to any registration requirement within such jurisdiction or country.  Accordingly, those persons who choose to access the Platform or the Services from other locations do so on their own initiative and at their own risk.

11.2. Certain information may be subject to United Kingdom, European Union, or U.S.  export controls.  Thus, no such materials may be downloaded, exported or re-exported:  (a) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria or any other country to which the United Kingdom, the European Union or United States has embargoed goods; or (b) to anyone on the U.S.  Treasury Department’s Specially Designated Nationals List or the U.S.  Commerce Department’s Denied Persons List.  By downloading any material available through the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.  The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.

11.3. Venue and Governing Law.  This Agreement and all aspects of the Platform and the Services, and all claims or causes of actions (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement, the Platform or the Services, shall be governed by and construed in accordance with the laws of England and Wales.  You hereby consent to the exclusive jurisdiction of and venue of England and Wales regardless of your location.

11.4. Section Headings, Verification Documentation, Waiver of Execution Defenses, Notices.  The section headings used herein are for convenience only and shall not be given any legal import.  Upon PM Alpha’s request, you will furnish PM Alpha with any documentation, substantiation or releases necessary to verify your compliance with this Agreement.  You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.  Notices to You may be made via posting to the Platform, by email, or by regular mail in PM Alpha’s discretion.

11.5. The failure of PM Alpha to require or enforce any injunction or equitable remedy (including specific performance) by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of PM Alpha’s right to assert or rely upon any such provision or right in that or any other instance.  In fact, PM Alpha may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all of this Agreement as so interpreted.

11.6. Prohibition of Assignment, Transfer and Sublicense.  You may not assign, transfer or sublicense this Agreement, any of your rights under this Agreement or delegate any of your obligations under this Agreement.  Any such attempted assignment, transfer sublicense or delegation is void.  We may assign, transfer or sublicense any or all of our rights or this Agreement or delegate any of our obligations under this Agreement.

11.7. Entire Agreement.  This Agreement contains the entire understanding of you and PM Alpha, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Services by PM Alpha.  We may amend or modify this Agreement as set forth herein.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. For the avoidance of doubt, the structuring of any vehicles and investment services to a Platform User by PM Alpha shall be governed by a separate agreement and such agreement shall not be superseded by this Agreement.

11.8. No Third Party Beneficiaries.  This Agreement is between you and PM Alpha.  No user has any rights to force PM Alpha to enforce any rights it may have against you or any other user.

11.9. PM Alpha does not make investment recommendations and no communication, through the Platform or in any other medium should be construed as a recommendation for any security offered on or off the Platform or through the Services.  Alternative investments in private placements, and private equity investments via feeder funds or other financial product in particular, are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest.  Prospective investors (or distributors) should carefully consider the risk warnings and disclosures for the respective fund or investment vehicle set out therein.  The value of an investment may go down as well as up and investors may not get back their money originally invested.  Past performance is not necessarily a guide to future performance.  An investment in a fund or investment vehicle or financial product is not the same as a deposit with a banking institution.  Please refer to the respective product or fund documentation for details about potential risks, charges and expenses.  Additionally, investors will typically receive illiquid and/or restricted membership interests that may be subject to holding period requirements and/or liquidity concerns.  In the most sensible investment strategy for private equity investing, private equity should only be part of your overall investment portfolio.  Further, the alternative investments portion of your portfolio may include a balanced portfolio of different alternative investments funds.  Investments in alternative assets are highly illiquid and those investors who cannot hold an investment for the long term (at least 10 years) should not invest.

11.10. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

11.11. PM Alpha is an appointed representative (firm reference number: 970004), who can act on behalf of its principal firm, Blackheath Capital Management Limited. PM Alpha is incorporated in England and Wales (Company Number: 13704424) with its registered office address at 11 Blackheath Village, London, United Kingdom, SE3 9LA. 

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12. Definitions

12.1. “Content” means any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Platform or the Services.  You retain ownership of all Content (if any) you submit, post, display or otherwise make available through the use of the Platform or the Services (“Your Content”). You hereby grant PM Alpha a worldwide, irrevocable, transferrable, assignable, royalty-free right and license, during and after the term of this Agreement, to transmit, communicate and distribute Your Content to issuers of investment products on the Platform with whom you have a business relationship, including for purposes of entering into transactions with you, and to use Your Content for any internal purpose, including for improving client experience with and enhancing the Platform and Services.  You also hereby grant PM Alpha a worldwide, irrevocable, transferrable, assignable, royalty-free right and license to, during and after the term of this Agreement, directly and through agents and contractors to aggregate, perform analytics on, compile, create derivative works from, use, distribute, sub-license, disclose and sell for our own and our affiliates' benefit Your Content on an anonymized and aggregated basis together with such information from other users of the Platform.

12.2. “Sensitive Information” means all information acquired by, through, or in connection with your use of the Services or the Platform that was provided by another person and which is identified as “Sensitive” or “Confidential” in any manner reasonably designed to identify the character of such information or which a party should reasonably know that such information is “Sensitive” or “Confidential”.

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Last updated: 31January 2024