END USER LICENSE AGREEMENT
Effective: September 29, 2020
The Service contains Content owned or licensed by PrimeAlpha. Through the Service, PrimeAlpha may also provide you with access to certain Content that may be uploaded or otherwise provided by its users and/or third party providers with all such Content, collectively, the “Third Party Content”. For the purposes of this Agreement, PrimeAlpha Content and Third Party Content are referred to collectively, as “Content”.
This End User License Agreement is between PrimeAlpha, LLC referred to as “PrimeAlpha,” and the “Customer.” This End User License Agreement (“EULA”) shall apply to Customer’s and each User’s access to and/or use of any PrimeAlpha Services.
By accessing and/or using the Service, you acknowledge that you have read, understand, and agree to abide by the Terms. If you do not understand or agree to these Terms, you do not have permission to access and/or use the Service and you should immediately exit the Service. If you continue using the Service, you accept and agree to the Agreement.
1. ACCESS TO THE PRIMEALPHA SERVICE
The Service is an Internet-based hosted platform designed to enable members of the asset management community in particular and the financial services industry in general, to improve the efficiency of their interactions via sharing and dissemination of information through a central hub. The Service can be accessed via PrimeAlphas' web site, or through certain web portals branded by a third party. You have been added to the Service as a user (an “End User”) and have been assigned a PrimeAlpha username and password. The terms of this Agreement shall also apply to your use of any aspect of the Service in the future.
You may not access or use the Service if you are a direct competitor of PrimeAlpha, except with our prior consent. In addition, you may not access the Service for any competitive purposes.
The Service includes but is not limited to any images, "applets", photographs, animations, video, audio and text incorporated into the Service by PrimeAlpha, the "look and feel" of the Service, and any proprietary software provided to you by PrimeAlpha for the purpose of accessing and using the Service. The Service also includes any PrimeAlpha archive of data from the Service copied to a DVD, FTP site or other storage device (an "Archive") to which you have access.
PrimeAlpha grants you a non-exclusive, non-sublicensable, revocable, non-transferable, limited right and license (the "License") to access the Service (either via a web site or via a standalone software utility) in order to participate in the business being conducted through the Service. You warrant and represent that you will only access and/or use the Service, End User Data, and/or other resources on the Service to which you have been granted authorized access via the Service. You further warrant and represent that you will use the Service solely for business purposes. Your use of a standalone software utility to access and use the Service will also be governed by and will be in accordance with the terms of this Agreement. Standalone software utilities may include automatic update technology designed to automatically download updates to the utility to your computer, and you consent to the receipt of such updates. This End User Agreement will apply to all use of the Service using your PrimeAlpha username and password (and any use of the Service by you via a standalone software utility configured to access the Service with a "role" PrimeAlpha username and password).
You understand and agree that the License and your PrimeAlpha username and password are only granted to the individual accepting this Agreement. You agree to take all reasonable and prudent steps not to let any other person learn or use the ID or password assigned to you except PrimeAlpha customer support staff as necessary. You also agree that you will neither register nor use any username for group purposes or as a role account (nor permit the same). PrimeAlpha may block access to the Service without notice for any username used for group purposes or as a role account. No service bureau work, multiple-user license, or time-sharing arrangement for the use of the Service is permitted, except as expressly authorized by PrimeAlpha in writing.
Access to the Service is provided via the Internet through the World Wide Web. You are required to supply all software or hardware needed by you to access the Service, such as a computer, an Internet connection, and compatible Web browser software. In addition, you may be required to download and/or install additional software (e.g., certain software plug-ins or software applications) in order to access certain data on the Service.
The Service may contain one or more hyperlinks to third-party websites and services. PrimeAlpha and the party that invites you as an End User are not responsible for information gathered from, or the use of, any of these third-party websites and services.
2. OWNERSHIP OF THE PRIMEALPHA SERVICE
PrimeAlpha is only providing you with the right to access and use the Service. PrimeAlpha retains sole and exclusive ownership of and all right, title, and interest in and to the Service (including ownership of all trade secrets, copyrights, workflows, concepts and other intellectual property rights pertaining to the Service, and to all modifications and enhancements of the Service, subject only to the rights and privileges expressly granted to you by PrimeAlpha through this Agreement. In addition, the Service is presented with a distinctive "look and feel," and this "look and feel" is the proprietary property of PrimeAlpha. PrimeAlpha reserves all rights in and to the Service not expressly granted under this Agreement. You must not place any claims, liens, or encumbrances on the Service.
The Service is protected by U.S. copyright, patent and other U.S. and international laws and international treaty provisions. You may not use, copy, modify, or distribute the Service (electronically or otherwise), including the source code for any portion of the Service, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by PrimeAlpha hereunder or otherwise in writing.
You may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from, or otherwise alter the Service, except where such action is necessary to develop an independent interoperable program (and in such circumstances such action shall only be permitted on the prior written consent of PrimeAlpha, such consent not to be unreasonably withheld or delayed). You may not transfer, lease, assign, rent, or sublicense the rights granted to you under this Agreement, or make the Service available for the use of other persons through your username. You may not use any portion of the Service or any standalone utility provided for use with the Service for any purpose other than its intended purpose.
You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or PrimeAlpha. You must not: damage, disable, overburden, disrupt or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by PrimeAlpha) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:
(a) remove, obscure or alter any proprietary rights notice pertaining to the Service;
(b) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate End User Data, such as End User Data: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any End User Data that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
(c) access or attempt to access PrimeAlphas' other accounts, computer systems, servers or networks not covered by these Terms, through password mining or any other means;
(d) cause, as determined by PrimeAlphas' in its sole discretion, inordinate burden on the Service or PrimeAlphas' system resources or capacity.
You acknowledge that the Service (including without limitation standalone software utilities and documentation) has been developed by PrimeAlpha at great expenditure of time, resources, and money and are considered proprietary and confidential by PrimeAlpha. Therefore, you undertake that except as needed to use the Service, you will not disclose details about the Service to any third party and will exercise the highest reasonable degree of care to safeguard the confidentiality thereof. You may only use or disclose any personally identifiable information about other End Users of the Service that you first learn through your use of the Service for business purposes related to the transaction or project being effectuated through the Service. This Confidentiality section does not cover your disclosure of End User Data, but your ability to disclose End User Data may be governed by other confidentiality obligations.
PrimeAlpha is committed to maintaining the confidentiality of End User Data. PrimeAlpha will only access and process End User Data (a) upon the request of the PrimeAlpha client for whom the Service has been provided; (b) at the direction of an End User granted access to that data (e.g., in furtherance of delivery of the Service or performance of related customer support functions); or (c) as otherwise required by applicable law. PrimeAlpha also may use and disclose statistical data regarding the use of the Service; however, no End User, client or particular transaction shall be identified in connection with such statistics. PrimeAlpha may provide clients with individual user level information regarding access of their data room and the documents and other content that is stored in their data room.
4. TERMINATION: ACCESS TO SERVICE
Either you or PrimeAlpha may terminate this Agreement, your access to the Service (in whole or in part) at any time with immediate effect by providing notice of such termination to PrimeAlpha or the party who has contracted with PrimeAlpha for the Service. Without limiting the foregoing, PrimeAlpha may immediately suspend your access to the Service or any utility used by you to access or use the Service if your use of the Service or that utility (a) may, in our reasonable opinion, impair the ability of other End Users to access or use the Service, or (b) is, in our reasonable opinion, in violation of any federal, state, local, or foreign laws, rules, regulations, and ordinances.
Upon termination of this Agreement, the License granted pursuant to this End User Agreement will terminate, and you must immediately cease all access to and use of the Service through any means. Upon termination of this Agreement for any reason or upon discontinuance or abandonment of your use of the Service, you must promptly destroy all materials in your possession pertaining to the Service (including all copies thereof and any proprietary workflows, data, screenshots, PrimeAlpha provided to you, but not including any End User Data which is rightfully in your possession). You agree to promptly provide PrimeAlpha with written certification of your compliance with the terms of this paragraph upon PrimeAlphas' request or will be in breach of this agreement.
5. COMPLIANCE WITH LAWS AND COMPLIANCE POLICIES
You acknowledge and agree that your access to and use of the Service may be subject to applicable foreign, federal, state and/or local laws, ordinances, rules, and regulations, including without limitation, the rules and regulations of foreign, federal, state, and/or local agencies, such as the Federal Communications Commission and/or the Securities and Exchange Commission (each such agency, a "Regulatory Agency"). You agree to comply with all laws, ordinances, rules, regulations, and/or requirements imposed by any government or Regulatory Agency on your use, transmission, and disclosure of any data or information via the Service. You also represent and warrant that any data, media, or other content you disseminate through the Service does not violate the intellectual property rights or other rights of any third party or your internal compliance policies.
You acknowledge and agree that if you share audio, video, or other content from the PrimeAlpha site that you have taken all steps necessary that the organization or individuals you are sharing content with have met all legal and compliance related criteria before such sharing occurs. PrimeAlpha takes no responsibility in regulating such compliance procedure where content is shared and holds no responsilibility where a breach may have occurred due to the non-compliant sharing.
6. LIMITED WARRANTY
You acknowledge that neither PrimeAlpha nor any other third party partner or agent of PrimeAlpha involved in the provision of the Service (each such third party, a "Third Party Provider") can ensure that the operation of, performance of, and/or access to the Service will be uninterrupted or error-free. As your exclusive remedy for any material defect in the Service provided hereunder, PrimeAlpha will attempt through reasonable efforts to correct or cure any such reproducible and documented material defect. PrimeAlpha will not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Service (a) if caused by software or other equipment used by you which has not been provided by PrimeAlpha; (b) if the Service has been misused or damaged in any respect; or (c) if you have not reported to PrimeAlpha the existence and nature of any such nonconformity or defect promptly upon discovering any such changes.
PrimeAlpha does not and cannot control the flow of data to or from the Service, as such flow depends in large part on the performance of computer hardware and Internet services and software provided or controlled by third parties (including you), on the public Internet infrastructure, and on other events beyond the reasonable control of PrimeAlpha. At times, action or inaction of third parties, hardware/software problems with the public Internet infrastructure or with your computing equipment, or other events beyond the reasonable control of PrimeAlpha can impair or disrupt your connection to the Service. Save as specified in the foregoing paragraph, PrimeAlpha will not be liable for any such interruptions in your ability to access the Service resulting from or related to such services, software, or events.
You acknowledge and agree that PrimeAlpha shall not be responsible for the content of End User Data or the modification, use or publication of End User Data by you or any other End User or third party (other than PrimeAlphas' agents and subcontractors). PrimeAlpha shall not be responsible for the accuracy, nature, content or completeness of information obtained by you from the Service.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS LICENSED TO YOU "AS-IS," AND PRIMEALPHA DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED PROMISES, REPRESENTATIONS, AND WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ITS CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, ITS COMPATIBILITY WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, WARRANTIES OF TITLE, AGAINST INFRINGEMENT, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
You acknowledge that the transmission of data via the Service is subject to the likelihood of human and machine errors, omissions, delays, and losses (including but not limited to viruses or inadvertent loss of data or damage to media) that may give rise to loss or damage. PrimeAlpha will not be liable for any such errors, omissions, delays, or losses, except to the extent caused by its gross negligence or willful misconduct (and subject to all other terms and conditions of this Agreement).
When an End User accesses data on the Service (e.g., a publication, comment, or attachments to a publication or comment), a copy of that data is copied to that user's local computer (this is called "caching" and is part of how web browsers work). Caching is used to improve the speed of the Service when you repeatedly access graphics or data during a session. Once pages and/or data have been cached on your local computer that data is beyond the control of PrimeAlpha, and may be accessible to anyone with access to your computer. Each End User assumes all risk and liability associated with any data cached to that End User's local computer. PrimeAlpha strongly recommends that you empty your web browser cache when you log out of a PrimeAlpha session to ensure that any cached files from your PrimeAlpha session are deleted from your computer. For assistance with emptying the cache on your web browser, please contact PrimeAlphas' user support via the site.
The Service should only be used as a conduit for information, not as primary information storage. As an End User, you are responsible for adopting reasonable measures to limit the impact of data loss (such as corruption or virus infection), including (a) keeping on your local computer backup copies of data you transmit via the Service in the event you have to re-transmit the data; (b) verifying the data in documents or other materials before transmitting them via the Service; and (c) verifying that documents and other information you have posted to the Service has been properly posted and have been permissioned to only those persons to whom you wish to grant access. You also understand that other End Users with appropriate access rights may have access to End User Data you transmit through the Service. You shall also run antivirus software on any computer you use to access the Service and shall ensure that documents and files transmitted through the Service have been scanned for viruses.
PrimeAlpha may provide performance and risk statistics using analytical tools for investment products based on net performance data provided by companies. PrimeAlpha makes no representation to the accuracy of the underlying data provided by the manager or the statistical output. It should be noted that the the performance data and performance and risk statistics do not constitute a recommendation or solicitation for investment by PrimeAlpha. PrimeAlpha may at any time decide to use in any way performance and assets under management data for the creation of new products or data services.
The information, materials and content contained in this website are directed only at qualified and/or accredited investors who meet eligibility requirements outlined by the regulatory authority in each investor’s jurisdiction. As a user of the PrimeAlpha website you represent, warrant and agree that you have read the information outlined above and meet any such eligibility requirements.
The information, materials, and content contained in any PrimeAlpha events are directed only at qualified and/or accredited investors who meet eligibility requirements outlined by the regulatory authority in each investor’s jurisdiction. Event attendees represent, warrant, and agree that you have read the information outlined above and meet any such eligibility requirements.
Furthermore, this site is presented for information purposes only. No information or opinions contained in this site constitute a solicitation or offer to buy or sell securities or to furnish any investment advice or service.
9. DISCLAIMER OF LIABILITY
IN NO EVENT WILL PRIMEALPHA (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS) OR ANY THIRD PARTY PROVIDER BE LIABLE TO YOU IN RELATION TO THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUES OR SAVINGS, LOSS OF DATA OR COSTS OF RECREATING LOST DATA) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF PRIMEALPHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE.
10. INDEMNIFICATION RELATING TO POSTED DATA
If you post End User Data to the Service for other End Users to view, you will hold harmless and indemnify PrimeAlpha from and against any and all damages, losses, costs and expenses (including reasonable attorneys' fees) incurred by PrimeAlpha in connection with any action or proceeding brought by a third party (excluding subcontractors and agents of PrimeAlpha) that is based on any material violation by you of any applicable law, regulation, third party right or third party agreement governing the posting or use of such End User Data.
11. EXPORT OF STANDALONE UTILITIES
If you are provided with any standalone software utilities for use with the Service, you acknowledge that these utilities may be subject to regulation by applicable laws and United States government and other governmental agencies which prohibit export or diversion of certain products, information about the products, or direct products of the products to certain countries and certain persons. You represent and warrant that you will not export or re-export the software provided as part of the Service in violation of these regulations to a national destination prohibited under these regulations or to any person to whom exports, re-exports or transfers are prohibited under these regulations.
You acknowledge that your breach of any of the provisions of this Agreement may cause immediate and irreparable harm to PrimeAlpha for which PrimeAlpha may not have an adequate remedy in money or damages. PrimeAlpha will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from you the costs incurred in seeking such an injunction. PrimeAlphas' right to obtain injunctive relief will not limit its right to seek or obtain further remedies.
This Agreement is governed by, and construed in accordance with, the laws of the State of New York, United States of America, without regard to conflict of law rules. The parties hereto (a) consent to the exclusive jurisdiction of the Supreme Court of the State of New York and of the United States District Court for the Southern District of New York, and (b) consent that any process or notice or motion or other application to the court or judge thereof may be served within or without the State of New York by registered or certified mail or internationally-recognized courier service, or by personal service, provided a reasonable time for appearance is allowed.
You may not assign, novate or otherwise transfer any rights or obligations under this Agreement without PrimeAlphas' prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void.
All provisions of this Agreement which expressly or by implication continue to govern the parties' rights and obligations after termination of use of the Service shall survive notwithstanding completion of any transaction or project in connection with which the Service is used or deletion of information related to PrimeAlpha to which you are given access.
If you are a European investor or allocator, by virtue of signing-up for the PrimeAlpha platform you are agreeing that you are making an approach to the funds on the system which is considered a direct solicitation of the manager as defined by AIFMD regulation. If you do not agree to this classification, you should not use the site or services.
17. DISCLAIMER FOR PRIMEDEALS
With respect to any service, including assisting in the sale of any securities in any company or securities of any fund or investment vehicle (“Business”) and/or its assets (“Assets”), PrimeAlpha, LLC and Canvasback Capital, LLC (combined “Consultant”) acts only as an independent third party assisting Seller with certain aspects of the transaction.
In this regard, the relevant buyer (“Buyer”) and/or seller (“Seller”) acknowledge that:
Consultant is not an agent, broker, or legal representative of any party.
Consultant makes no guarantees, representations or warranties regarding the Seller’s Business, its Assets and/or the advisability of entering into the Transaction. Consultant has not verified the accuracy or completeness of any relevant information, received from any source.
Consultant is not licensed as a securities broker or dealer and has no involvement in advertising, negotiating or otherwise executing a sale of the stock/debt of the Business. If Consultant introduces a prospect for the purchase of the Business Assets or Debt, and the parties subsequently decide on a stock/debt sale, this decision shall not affect the Consultant’s right to its consulting and technology fees.
Seller is solely responsible for locating the Buyer. Neither Buyer nor Seller is relying upon any statements or representations made by Consultant in deciding whether to purchase or sell the Business or any of its Assets, nor upon any statements or representations regarding the valuation placed on the Business or any of its Assets. Seller is relying solely on his own investigation of the Buyer’s creditworthiness and ability to complete this transaction, repay any Seller financing provided, and to successfully operate the Business. Buyer is relying solely on Buyer’s own inspection of the Business, its Assets, financial statements, business records, contracts, operational history, future profitability and the representations made by Seller and on such other material facts as Buyer, in its sole discretion, deems necessary and prudent.
Buyer and Seller each acknowledge that Consultant may receive a monthly and/or fixed consulting fee. Liability of the Consultant in any litigation or other claim made shall be limited to the amount of any fees actually collected by Consultant from the specific Buyer or Seller.
Consultant is not an attorney or CPA and cannot advise the parties as to any legal remedy, business, or tax consequences of any provision or instrument set forth or prepared in connection with this Transaction. Even if Consultant’s discussions touch upon legal or accounting issues, such should not be interpreted as professional advice or opinions. If legal or accounting advice is desired, the parties should consult an attorney or CPA.
The Seller and Buyer, and their assigns and successors jointly and severally, indemnify the Consultant and hold the Consultant harmless from any responsibility, losses or liability arising from the contemplated Transaction, the Business or the Assets, or any misrepresentation by Seller, Buyer or any third party.
Consultant acts only as an independent third party assisting a Seller with certain aspects of the Transaction. Unless Consultant specifies otherwise, Consultant has no power to bind the Seller, make any representations on behalf of Seller, or otherwise exercise any of the powers of an agent. When acting in this limited role, Consultant believes in good faith that it is not an “agent” as defined by law.
Each party acknowledges and agrees that you may use the Service in your capacity as an employee, officer, director, member (in the case of a limited liability company) or partner of a company, partnership or other organization (an "Employer"). If your Employer has a written agreement with PrimeAlpha in place for the use of the Service, the terms of such written agreement will prevail over any inconsistent terms of this Agreement relating to the use of the Service by you on your Employer's behalf. Except as otherwise specified in a written agreement with an Employer, this Agreement is the complete and exclusive statement of the agreement between you and PrimeAlpha and supersedes any and all other proposals or agreements, written or oral, and any other communications between you and PrimeAlpha relating to your use of the Service (and you shall have no right of action (except in the case of fraud) against PrimeAlpha in connection with any such proposals, agreements or communications). If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality, or enforceability of the remaining provisions. No waiver by PrimeAlpha of any breach of any term or condition of this Agreement will constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Agreement. Except as explicitly set forth herein, no other act, document, usage, custom, or course of dealing shall be deemed to amend or modify this Agreement. Notices pursuant to this Agreement shall reference this Agreement and (a) if to PrimeAlpha, by personal delivery, registered mail return receipt requested, or internationally-recognized courier service to PrimeAlpha, LLC, 120 5th Avenue, 6th Floor, New York, NY 10011; or (b) if to you, by email to the email address info@PrimeAlpha.com. Notice shall be deemed effective upon acknowledgement by PrimeAlpha.
19. CHANGES TO END USER AGREEMENT
PrimeAlpha will have the right to modify this Agreement from time to time. PrimeAlpha will notify you of any such material modification by posting a notice on the Service that PrimeAlpha has so modified the Agreement. You understand and agree that your continued use of the Service following the posting of such notice indicates your acceptance of any such modifications, which will become a part of this Agreement. We will not post notification of non-material changes.
BY ACCEPTING THIS AGREEMENT AND CONTINUING TO USE THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.