Acceptance

These Portal Terms of Use (these "Terms") are an agreement between you and altHQ, Inc. ("altHQ," "we," "us") governing your access to and use of the online portal (the "Portal") through which the firm identified to you in the Portal (the "Firm") makes information and documents available to you.

These Terms govern the Portal alone. These Terms do not govern, modify, or affect your relationship with the Firm, any agreement between you and the Firm, or any investment, account, entity, or interest to which the Portal relates. Your relationship with the Firm and each such investment, account, entity, and interest are governed by your agreements with the Firm and by the documents governing that investment, account, entity, or interest (together, the "Governing Documents").

By selecting "I agree" and accessing the Portal, you agree to these Terms. If you do not agree, do not access the Portal, and contact the Firm to arrange for information to be provided to you by other means.

If you access the Portal on behalf of an entity, trust, estate, or another person, you represent that you are authorized to do so and to bind that person to these Terms, and "you" refers to both you and that person.

If more than one firm makes information available to you through the Portal, these Terms apply separately to your access with respect to each such firm, and "Firm" refers to each of them with respect to the information it makes available.

1. Relationship to the Client Agreement

altHQ provides the Portal to the Firm under an agreement between the Firm and altHQ, which may be the altHQ Platform Terms of Service at althq.com/platform-tos or a separately negotiated agreement (in either case, the "Client Agreement").

These Terms govern your use of the Portal as between you and altHQ. These Terms do not modify the Client Agreement, and you have no rights under the Client Agreement. As between altHQ and the Firm, the Client Agreement governs.

2. Your Account

Access to the Portal is personal to you, and your credentials may not be shared. You are responsible for maintaining the confidentiality of your credentials, for enabling multi-factor authentication where offered, and for all activity under your account. Notify the Firm promptly if you believe your credentials or your account have been compromised.

Keep the contact information associated with your account current so that notices reach you.

3. Representatives

You may ask the Firm to grant Portal access to an accountant, tax preparer, attorney, adviser, or other representative acting on your behalf. Each representative granted access accepts and is bound by these Terms, and access granted to a representative is personal to that representative. You are responsible for your representatives' access to and use of the Portal and for their compliance with these Terms, and you will notify the Firm promptly when a representative should no longer have access.

4. Access Decisions

altHQ provisions and administers Portal access at the Firm's instruction. altHQ does not independently determine who is entitled to access, what any person may see, or for how long. Access may be granted, scoped, modified, suspended, or terminated at the Firm's direction at any time, and your access ends when the Firm so directs or when the Firm ceases to make the Portal available.

Direct any request relating to access, including a request arising from a transfer, a change in your circumstances, or the death or incapacity of an account holder, to the Firm. altHQ cannot act on such a request except at the Firm's instruction.

We may suspend access immediately where we reasonably believe suspension is necessary to protect the security or integrity of the Portal, to protect the Firm, another user, or a third party, or to comply with law.

The Portal is not a records retention service. Download and retain copies of documents made available to you while you have access. After your access ends, obtain any information you need from the Firm.

5. Portal Content

The Portal makes available information, data, values, documents, reports, and analyses furnished or made available by the Firm (the "Portal Content"). The Firm determines what Portal Content is made available, to whom, on what basis, and as of what dates.

5.1 Official Records. Your rights and obligations are governed by the Governing Documents and by the statements, notices, tax documents, and other records the Firm furnishes to you (together, the "Official Records"). Portal Content does not modify, and is not a substitute for, any Official Record. Where Portal Content differs from an Official Record, the Official Record governs.

5.2 Completeness. The Portal presents what the Firm has made available to you. The Portal is not a complete record of your investments, holdings, or account activity. The absence of an investment, document, or transaction from the Portal is not a representation that it does not exist. Portal Content is added, updated, and removed over time.

5.3 Point in Time. Portal Content is current only as of the date it is generated or displayed. A document or report you download, export, or print reflects the information available at that moment and does not update.

5.4 Corrections. Portal Content may be updated, corrected, or restated at any time without notice.

6. Values

6.1 Estimates. Values shown in the Portal are estimates, not appraisals, offers, or statements of realizable value, and no value shown will necessarily be realized.

6.2 How Values Arise. Values generally originate with the manager, sponsor, general partner, or administrator of an investment, or of an entity through which an investment is held, and are reported periodically and in arrears. Where an investment is held through one or more intermediate entities, a value shown may reflect a value reported at a level above your interest and allocated to your interest.

Values may be reported as of dates that differ from one another and from the date on which they appear in the Portal, may be unaudited, and may be prepared under differing valuation methodologies, conventions, and assumptions.

6.3 Adjustments. A value shown may not reflect management fees, carried interest, incentive allocations, expenses, reserves, clawbacks, taxes, withholding, or other adjustments that would apply on a distribution, transfer, or realization. The amount ultimately distributable to you may differ materially from any value shown.

6.4 The Firm's Determinations. The Firm determines which values are shown, on what basis, and as of what dates, and may apply adjustments in accordance with the rights available to it under the Governing Documents. altHQ does not determine, prepare, verify, audit, or approve any value shown.

6.5 Derived Presentations. The Portal may express a value on a basis or in a unit other than that in which it was reported, including as a number of units or shares, on a per-unit basis, as cost or cost basis, or as an allocated, estimated, or projected amount (each, a "Derived Presentation"). The Firm determines whether and on what basis a Derived Presentation is made available. A Derived Presentation is produced by calculation from reported information and is illustrative. A Derived Presentation does not represent a direct holding, a registered or recorded position, or an entitlement to any specific number of units or shares, and does not change how, or by whom, any underlying interest is held of record. A Derived Presentation is subject to the same limitations as the information from which it is derived.

6.6 Tax Information. Tax information in the Portal is provided for your convenience. The Schedule K-1 or other tax document furnished to you governs your tax reporting. Consult your own tax adviser.

7. The Firm's Terms and Disclosures

The Firm may publish its own terms, disclosures, notices, and valuation or reporting methodology statements in the Portal. Any such publication is the Firm's statement, supplements and does not limit these Terms, and creates no obligation of altHQ.

8. altHQ's Role

altHQ provides the software through which the Firm makes Portal Content available to you. We may modify the features and presentation of the Portal at any time. The availability of the Portal to the Firm is governed by the Client Agreement.

altHQ is not your investment adviser, broker, dealer, fund administrator, transfer agent, custodian, valuation agent, escrow agent, accountant, or tax or legal adviser; does not act in any of those capacities in connection with the Portal; and owes you no fiduciary duty. altHQ does not select, prepare, review, verify, audit, or approve Portal Content, and has no obligation to do so.

Nothing made available through the Portal is an offer to sell, or a solicitation of an offer to buy, any security or other interest, or a recommendation with respect to any transaction. Past performance is not indicative of future results.

You will not rely on the Portal or on altHQ in making any investment, tax, financial, legal, or accounting decision. For any such decision, rely on the Official Records, the Firm, and your own advisers. Direct any question about Portal Content, or about any matter to which it relates, to the Firm.

9. Confidentiality

Portal Content is confidential. You will keep Portal Content confidential, will use it solely for the purposes for which the Firm made it available to you and for your related tax, legal, and accounting compliance, and will not disclose, publish, or distribute it to any other person, except (a) to your representatives described in Section 3 who need it for those purposes and who are bound to keep it confidential, or (b) where disclosure is required by law or legal process. You remain responsible for your representatives' compliance.

The obligations in this Section are in addition to, and do not replace, limit, supersede, or excuse performance of, any confidentiality, use, or non-disclosure obligation that applies to you under the Governing Documents, under any agreement with the Firm, or under applicable law. Where obligations differ, the more restrictive obligation controls. Nothing in these Terms may be construed to reduce or waive any obligation you owe to the Firm or to any other person.

The Firm is an intended third-party beneficiary of this Section and of Section 10 and may enforce each of them directly against you.

10. Acceptable Use

You will not: access the Portal other than through the interfaces we provide; share credentials or permit any other person to use your account; use any automated means to access, scrape, index, or extract Portal Content or other content from the Portal; attempt to gain unauthorized access to the Portal or to any account, data, or system; circumvent or interfere with any security, authentication, or access control feature; interfere with the operation of the Portal; reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Portal; copy, modify, or create derivative works of the Portal; use the Portal or Portal Content to develop a competing product or service; remove or obscure any proprietary notice; or use the Portal in violation of applicable law.

11. Intellectual Property

altHQ and its licensors own the Portal and all software, designs, interfaces, and materials comprising it. We grant you a limited, personal, non-exclusive, non-transferable, revocable right to access and use the Portal for the purposes described in these Terms. All other rights are reserved, and no rights are granted by implication.

Portal Content remains the property of the Firm or of the person from whom the Firm obtained it. Nothing in these Terms transfers ownership of Portal Content to you or to us, or grants you any right in Portal Content beyond the access the Firm provides.

12. Feedback

If you provide feedback regarding the Portal, altHQ and the Firm may use it without restriction, obligation, or attribution. Neither altHQ nor the Firm is obligated to adopt any suggestion.

13. Electronic Delivery and Communications

You consent to receive notices and communications relating to the Portal electronically, including by email and by posting to the Portal, and electronic delivery satisfies any requirement that a communication be in writing.

Consent to electronic delivery of tax documents and other communications from the Firm is given separately, through the consent presented to you in the Portal, and is governed by that consent.

14. Privacy

We process personal information relating to your use of the Portal on the Firm's behalf and on the Firm's instructions, as the Firm's service provider. The Firm's privacy policy governs the handling of your personal information in connection with your relationship with the Firm. Our handling of information in our capacity as technology provider is described at althq.com/privacy-policy. Direct any request relating to your personal information to the Firm.

15. Disclaimers

THE PORTAL IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ALTHQ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PORTAL WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE. ALTHQ MAKES NO REPRESENTATION OR WARRANTY REGARDING PORTAL CONTENT, INCLUDING ITS ACCURACY, COMPLETENESS, CURRENCY, OR SUITABILITY FOR ANY PURPOSE, AND IS NOT RESPONSIBLE FOR THE FIRM'S DETERMINATIONS REGARDING WHAT IS MADE AVAILABLE TO YOU OR FOR ANY DECISION YOU MAKE.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ALTHQ WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITY, LOSS OF USE, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE PORTAL, PORTAL CONTENT, OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALTHQ IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF THE FIRM OR OF ANY PERSON FROM WHOM PORTAL CONTENT ORIGINATES.

ALTHQ'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PORTAL, PORTAL CONTENT, OR THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). YOU ACCESS THE PORTAL WITHOUT CHARGE FROM ALTHQ, AND THIS LIMITATION REFLECTS THE ALLOCATION OF RISK BETWEEN US.

NOTHING IN THESE TERMS LIMITS LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, IN WHICH CASE THE ABOVE APPLIES TO THE MAXIMUM EXTENT PERMITTED.

17. Indemnity

You will indemnify and hold harmless altHQ and its officers, directors, employees, and agents from any claim, loss, or expense, including reasonable attorneys' fees, arising from your breach of Section 9 or Section 10, your provision of access to any other person in violation of these Terms, or your violation of applicable law in connection with the Portal.

18. Disputes

18.1 Informal Resolution. Contact us at legal@althq.com with any concern relating to the Portal. We will try in good faith to resolve it with you during the following thirty (30) days before either of us begins a formal proceeding.

18.2 Arbitration. Any dispute arising out of or relating to the Portal, Portal Content, or these Terms that is not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association before a single arbitrator, seated in Los Angeles, California, and conducted in English. Where the AAA Consumer Arbitration Rules apply, those rules govern and altHQ will pay the arbitration fees and the arbitrator's compensation. Otherwise the AAA Commercial Arbitration Rules apply. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has authority to decide questions regarding the scope, enforceability, and arbitrability of this Section.

BY AGREEING TO ARBITRATION, YOU AND ALTHQ ARE GIVING UP THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY JURY, EXCEPT AS PROVIDED BELOW.

18.3 Your Right to Opt Out. You may opt out of Section 18.2 by sending written notice to legal@althq.com with the subject line "Arbitration Opt-Out" within thirty (30) days after you first accept these Terms, stating your name and the Portal account to which the opt-out applies. Opting out does not affect any other part of these Terms.

18.4 Individual Claims. Arbitration will be limited to the dispute between you and altHQ individually. No arbitration will be consolidated with any other proceeding, and no claim may be arbitrated or litigated on a class, collective, or representative basis. If a court determines that this limitation is unenforceable as to a particular claim or remedy, including a claim for public injunctive relief, that claim or remedy alone will be severed, may proceed in court, and may be stayed pending the outcome of the arbitration, and the remainder of Section 18.2 remains in effect.

18.5 Exceptions. Either party may bring an individual claim in small claims court, and either party may seek provisional or injunctive relief in aid of arbitration or to protect intellectual property or confidential information, in the state and federal courts located in Los Angeles, California, where each party consents to jurisdiction and venue.

18.6 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules, except where the law of your state of residence requires otherwise. If Section 18.2 is held unenforceable, any dispute will be brought exclusively in the state and federal courts located in Los Angeles, California, and EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

18.7 Time Limit. Any claim arising out of or relating to the Portal, Portal Content, or these Terms must be brought within one (1) year after the cause of action accrues, to the extent permitted by applicable law.

19. Changes

We may change these Terms. We will post the revised Terms with a new effective date and, where the changes are material, give notice through the Portal or by email before they take effect. Changes apply going forward, and your continued use of the Portal after the effective date constitutes acceptance. If you do not agree, stop using the Portal and contact the Firm to arrange for information to be provided to you by other means.

20. Survival

Sections 5 through 12 and 15 through 21 survive termination of your access.

21. General

These Terms, together with any consent you give in the Portal, are the entire agreement between you and altHQ regarding the Portal, and supersede any prior understanding between you and altHQ on that subject. These Terms do not modify the Governing Documents or any agreement between you and the Firm.

If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms; we may assign them in connection with a merger, reorganization, or sale of all or substantially all of our assets. Except as stated in Section 9, these Terms confer no rights on any third party. We are not liable for any delay or failure to perform caused by circumstances beyond our reasonable control.

22. Contact

Questions about Portal Content, your access, or any matter to which the Portal relates: contact the Firm.

Questions about these Terms: altHQ, Inc., 2261 Market Street, Ste. 5087, San Francisco, CA 94114, legal@althq.com.