Terms of Use

Last Updated September 2019

These Terms of Use constitute a legally binding agreement between Unison Investment Management, LLC (“Unison IM”) and you, the user of the Unison IM web site (the “Site”). By accessing the Site you acknowledge that you have read and agree to the Terms of Use. The Terms of Use govern your use of the Site. Please read the Terms of Use carefully. If you do not agree with the Terms of Use, please do not use the Site.

Unison IM reserves the right to amend the Terms of Use in its sole discretion. Unison IM will post any changes to the Terms of Use on the Site, and changes shall be effective immediately upon posting. We recommend that you re-visit the Site on occasion to learn of revised terms or policies. Your continued use of the Site after any such changes constitutes your acceptance of the new terms and policies.

Use of the Site

Your right to access and use the Site is limited solely for the purpose of evaluating a potential business relationship with Unison IM or for internal business purposes in furtherance of an existing business relationship with Unison IM. Without limiting the foregoing, as a condition of your right to access the Site under the Terms of Use, you acknowledge and agree that you shall not directly or indirectly:

• Use the Site for any commercial purpose or the benefit of any third party;
• Frame or hyperlink the Site or any portion thereof without prior written consent of Unison IM;
• Remove any proprietary notices from the Site or any copy thereof;
• Attempt to decompile, reverse engineer or hack the Site or to defeat or overcome any security measures, encryption and/or digital rights management technology implemented by Unison IM with respect to the Site and/or data transmitted, processed, or stored by Unison IM; or
• Use the Site for any illegal or fraudulent purpose.

Regulatory Disclosures

The content of this Site is for general, informational purposes. Neither Unison IM nor any of its affiliates (collectively, “Unison IM”), makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein. Under no circumstances should the information presented be considered an offer to sell, or a solicitation to buy, any security. Such offer or solicitation may only be made pursuant to the current offering documents for the relevant Unison IM Fund (the “Fund”) which may only be provided to accredited investors and qualified purchasers as defined under the Securities Act of 1933 and the Investment Company Act of 1940. While the information provided is believed to be accurate and reliable, Unison IM, its affiliates, advisors, and employees make no express warranty as to its completeness or accuracy.

Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you should pursue any investment strategy, and no information or Content (as defined below) on the Site is to be relied upon for the purpose of making or communicating investment or other decisions. Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax, legal, or other professional advice.

The information provided on this Site may not be reproduced, distributed, or communicated, in whole or in part, to any third party without the express written consent of Unison IM.

The Site may contain forward-looking statements (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts and are based on current expectations, estimates, projections, opinions and/or beliefs of Unison IM. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. In addition, no representation or warranty is made with respect to the reasonableness of any estimates, forecasts, illustrations, prospects, or returns, which should be regarded as illustrative only, or that any profits will be realized. Actual events or results or actual performance of the relevant Fund (or any other entity referred to on the Site) may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. No representation or warranty is made as to future performance or such forward-looking statements.

Risks You Assume

While we make reasonable efforts to provide accurate information, we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated, or otherwise inappropriate. You agree that we are not responsible for any action that you take or decision you make in reliance on any information contained in the Site.

Links to Other Websites

This Agreement applies only to the Site and not to other websites that may be accessible from the Site and Unison IM shall not be responsible for the content of any third-party website accessible from the Site. Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by or affiliation with Unison IM. If you access any third-party website through the Site or otherwise, you do so at your own risk and we encourage you to review the privacy policies and user agreements of all other websites that you visit as such policies and agreements will govern your use of those websites.

Ownership

The trade names, trademarks, service marks, trade dress, logos, and other indicia of source (collectively, “Marks”) found on the Site and any and all information and content available through the Site, such as for example graphics, logos, articles, and other materials (collectively, “Content”) are proprietary to Unison IM or its licensors and are protected by intellectual property rights and unfair competition and other laws. The Marks may be registered or unregistered trademarks of Unison IM or others. You may not use any Mark or Content without the express prior written permission of the owner (whether Unison IM or otherwise), and nothing contained in the Terms of Use or anywhere on the Site shall be construed as granting any license, permission, or right to use any Mark or Content. Any unauthorized or prohibited use of the Marks or Content may subject the offender to civil and criminal liability under applicable law.

Disclaimer of Warranties

The site is provided “as is” and “as available” and, to the maximum extent permitted under law, provided without warranties, claims, or representations made by Unison IM, either express, implied, or statutory, with respect to the site, including warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose, nor are there any warranties created by course of dealing, course of performance, or trade usage. Unison IM further does not represent or warrant that the site will always be available, accessible, uninterrupted, timely, secure, accurate, complete, or error-free. You acknowledge that the entire risk arising out of the use or performance of the site remains with you to the maximum extent permitted under law.

Limitation of Liability

Unison IM does not assume any liability or responsibility for the Site or the Content. Unison IM is not liable to you or anyone else for any claim of any nature whatsoever based on (1) the Site or the Content, including any decision made or action taken based on the Content or any feature of the Site or (2) your breach of any provision of the Terms of Use.

Under no circumstances will Unison IM be liable for any damages or losses (including direct, indirect, incidental, consequential, special, punitive, or exemplary damages, lost revenues, lost profits, loss of business, loss of data, or any other damages or losses) arising out of or in connection with the Terms of Use or your use of any service or Content, regardless of the theory of liability, whether tort (including negligence of any kind), contract or any other legal or equitable theory, even if advised of the possibility of the damages or if the damages could have been foreseen.

Indemnity

You agree that you will be solely responsible for, and that you will defend, indemnify, and hold Unison IM, its parents, subsidiaries, and other affiliates and each of their respective officers, directors, agents, employees, and representatives harmless from and against any and all claims, demands, liabilities, costs, or expenses, including reasonable attorneys’ fees, resulting from your use of the Site or your violation of the Terms of Use. Unison IM reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but you must still indemnify Unison IM for all liabilities, losses, or damages. You agree to provide Unison IM with whatever cooperation it reasonably requests.

Password Protected Investor Website

If you have received a password to access information provided to investors in the Funds (the “Investor Website”), you acknowledge and agree that Unison IM has granted you limited access to specific information pertaining to certain Funds, and that the Terms of Use apply to the Investor Website in addition to any other terms of use, confidentiality agreements, and disclaimers on the Investor Website. You agree not to attempt to access information other than that to which you are entitled as an investor. You agree that you are responsible for all activities that occur in connection with or arising out of the provided password. Accordingly, you agree to take all reasonable steps to protect the confidentiality of your password and not to allow any other person to use your password or gain access to the Investor Website. You agree to notify Unison IM immediately if you become aware of any disclosure, loss, theft, or unauthorized use of your password.

The information contained in the password protected Investor Website is confidential and subject to the confidentiality provisions contained in the governing agreements of the entities to which you are a party. The information contained in the Investor Website may not be disseminated to any third party without the express written consent of Unison IM.

If you have not received a password to access the Investor Website, you agree not to attempt to access computer files in the Investor Website.

Privacy

Your privacy is very important to us at Unison IM. To better protect your rights, we have provided the Unison IM Privacy Policy to explain our privacy practices in detail.

International Use

Unison IM makes no representation that the use of the Site outside of the United States is appropriate or lawful. Accessing this Site from countries or territories where such access is illegal is prohibited. If you access this Site from outside of the United States, you do so at your own risk and agree to comply with all local rules and regulations regard internet usage. Unison IM’s databases are located in the United States and if you provide us with any data, you consent to the transfer and storage of such data within the United States.

Termination

Unison IM may terminate your access to this Site at any time for any reason without notice.

Miscellaneous

Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of the Terms of Use shall nonetheless remain in full force and effect. The failure of Unison IM at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. The Terms of Use shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law rules. Any legal proceeding arising out or relating to the Terms of Use against or relating to Unison IM or any indemnified party under the Terms of Use will be subject to the exclusive jurisdiction of any state or federal court sitting in San Francisco, California and you irrevocably consent to the jurisdiction of such courts. The terms and conditions set forth in the Terms of Use and any agreements included or referred to in the Terms of Use constitute the final, complete, and exclusive agreement with respect to the Site and may not be contradicted, explained, or supplemented by evidence of any prior agreement, any contemporaneous oral agreement, or any consistent additional terms.

Headings and captions throughout the Terms of Use are for convenience only and should not be considered part of the Terms of Use. The word “including” means “including without limitation.”

If you have any questions or concerns about the Terms of Use or any issues raised in the Terms of Use or on the Site, please contact Unison IM at +1 (415) 992.4200.

© 2019 Unison Investment Management, LLC. All Rights Reserved.