The Decile Membership and these General Terms and Conditions constitute the Membership Agreement between Decile Group Inc. (“Decile”) and the individual manager or Fund (“Member”) effective as of the Effective Date.

Decile will provide to Member the offerings and related support ("Decile Offerings") set forth in each engagement letter or order form.   Each fund and other investment vehicle serviced by Decile is referred to herein as a “Fund.”

This Agreement is effective as of the Effective Date and will continue until the expiration of all Decile Offering subscriptions, unless earlier terminated in accordance with the terms of this Agreement.

Member authorizes Decile to conduct automatic debits from Member’s bank account to pay invoices for the Decile Offerings and to store Member’s designated bank account information and related information for this purpose. This authorization will remain in effect until Decile has received thirty (30) days’ prior written notice.

All fees stated for Decile Offerings are exclusive of taxes, duties, credit card processing fees, foreign exchange fees, collection fees or other administrative fees. For past due amounts, Decile shall charge interest at the rate of the lesser of one and one half percent (1.5%) per month or the highest rate of interest allowed by law.

Member must provide written notice to Decile within thirty (30) days of the applicable charge in order to dispute any fees paid or payable.

For renewable subscription offerings, Decile may increase Fees by providing written notice to Member at least thirty (30) days prior to the commencement of a renewal term for a Decile Offering.

Decile may make content available through Decile’s online platform (“Decile Hub”) and otherwise through Decile’s websites and other channels such as LinkedIn, Twitter and Slack (“Sites”). Member acknowledges that the information, data, templates and other materials provided by Decile through Decile Hub and the Sites constitute “Decile Content.”

Decile grants Member a limited, revocable, non-sublicensable license to access and use Decile Hub and Decile Content in connection with the Member's subscription to the Decile Offerings during the Term. Member is prohibited from using the license for: (1) any resale of Decile Hub; (2) the distribution or public display of any portion of Decile Hub; (3) modifying or making any derivative uses of Decile Hub; (4) data mining or other data extraction methods; or (5) any use of Decile Hub for other than its intended purpose. This license is revocable at any time.

Member agrees to the terms set forth in Decile’s Terms of Use and Privacy Policy posted on Decile’s website which supplement the terms of this Agreement (the “Decile Policies”). For any conflicting terms, this Agreement shall govern.

Member shall disclose to Decile in writing all potential conflicts of interest that Member may have in operating the Fund.

Member will not engage in general solicitation or otherwise publicly market the Fund to investors anywhere in the world without consulting Decile and counsel.

Member represents that none of its principals or affiliates (“Principals”) have ever been: (i) convicted of any crime or accused of any wrongdoing relating to securities laws or the financial industry; or (ii) subject to an order by any government or financial self-regulatory agency.

Member hereby grants Decile permission to run background checks through a third party service provider on the Principals.  Member represents it has obtained necessary consents from all Principals to run such checks.

Member agrees not to commit any act which would disparage or impair the reputation and integrity of Decile.

Member agrees to cooperate with Decile and facilitate the provision of information from the Fund for audit purposes, which includes information on the Fund’s investments and providing access to bank and accounting information of the Fund.

For certain Decile Offerings, Decile may coordinate the engagement of a law firm and a tax firm to provide professional services in order to facilitate the Decile Offerings being provided under this Agreement. Notwithstanding the foregoing, Member acknowledges that Decile is not a law firm or accounting firm and Member acknowledges that no statement or action by Decile or its partners, employees or agents constitutes legal, tax, accounting, or investment advice. Member is solely responsible for evaluating the merits and risks associated with the use of Decile Content. 

To access the Decile Offerings, Member must create an account (an “Account”). Member agrees that it is responsible for the security of its Account and all activities of its employees and contractors and other users of its Account. Member is responsible for reviewing any reports or other materials (collectively, the “Reports”) made available to Member by Decile. Member must promptly notify Decile of any inaccuracies in the Reports and any notices from third parties such as the IRS that could affect Decile’s ability to effectively provide the Decile Offerings. Decile is not responsible for any consequences caused by Member’s failure to perform any of its obligations under this Agreement.

Member owns all right, title and interest to any information that Member provides in connection with the Decile Offerings (collectively, the “Member Data”). Member represents and warrants that Member has the necessary rights to use and distribute the Member Data pursuant to this Agreement, and that such use of the Member Data does not violate any applicable laws.

Member acknowledges and agrees that Decile may store and preserve Member Data in connection with the Decile Offerings and may also disclose Member Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process or applicable laws; (ii) enforce this Agreement; or (iii) respond to claims that any content violates the rights of third parties.

Member agrees that Decile may use Member Data in an aggregated non-personally identifiable information to operate and improve the Decile Offerings and to provide insight into the Decile Offerings for internal and external purposes.

At the termination of the Agreement, Decile will, at Member’s option, delete or return all Member Data (excluding archival copies which shall be deleted in accordance with Decile’s data retention schedule), except where Decile is required to retain copies under applicable laws.

Member is solely responsible for (i) following instructions that Decile provides to Member with respect to the Decile Offerings, and (ii) maintaining applicable accounts with providers of Third Party Products (as defined above) utilized by Member. Member will adequately secure and keep confidential any Member passwords or credentials, and any information accessible via its account. Member accepts all risks of unauthorized use of its Account arising from Member’s failure to implement security safeguards or maintain the confidentiality of its credentials and hereby indemnifies and holds harmless Decile from any liability in connection with any such unauthorized access.

The Decile Offerings do not replace the need for Member to maintain regular data backups or redundant data archives.  DECILE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, LOSS OF ACCESS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF DATA PROVIDED BY DECILE AS PART OF THE DECILE OFFERINGS.

When Member executes documents using the e-signature tools set forth in Decile Hub, Member consents to electronically sign such documents and agrees that Member’s electronic signature ("Electronic Signature") is the legal equivalent of Member’s manual or handwritten signature. By selecting an “I Accept” checkbox, or otherwise placing an Electronic Signature on a document in Decile Hub, Member expressly affirms that: (i) Member is able to access and view the relevant document, (ii) Member consents to conduct business electronically with respect to the transaction contemplated by the document, (iii) Member agrees to the use of an Electronic Signature for the document, and (iv) Member is authorized to enter into the relevant agreement and be bound by its terms. Member further agrees that no certification authority or other third party verification is necessary to validate Member’s Electronic Signature, and that the lack of such certification or third party verification will not affect the enforceability of Member’s Electronic Signature. Member agrees that Decile may electronically deliver service-related documents and disclosures to Member.

The Decile Offerings are designed to work with certain third party products (“Third Party Products”). Third Party Products are not covered by the terms of this Agreement. Decile does not provide any representations, warranties, indemnities, or support with respect to such Third Party Products. Member acknowledges it has sole responsibility for, and assumes all risks arising from, Member’s use of any Third Party Products. Decile does not guarantee the continued availability, operation, or utility of Third Party Products with the Decile Offerings.

In connection with the integration of Third Party Products with the Decile Offerings, Member authorizes Decile to access and use the relevant service and use and apply any signatures or other materials Member provides Decile in order to provide related services, such as to complete a tax document. Member further designates Decile as Member’s agent and limited attorney-in-fact in connection with Third Party Products only as required to use the Third Party Product (e.g., tax filing systems). Member agrees that such third party providers are entitled to rely on the foregoing authorization  in their provision of the Third Party Product through the Decile Offerings.

Member will be solely responsible for (i) compliance with any and all applicable laws, rules and regulations affecting Member’s business, and (ii) Member’s use of the Decile Offerings in complying with any such laws, rules or regulations. In addition, Member is responsible for ensuring that its employees and contractors comply with applicable laws while using the Decile Offerings, including in relation to the intellectual property and third-party rights of others.

Each party represents and warrants to the other party that: (a) if it is an entity, it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

The Parties acknowledge that they may exchange confidential or proprietary information pursuant to this Agreement (“Confidential Information”). “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party agrees that, during the term of this Agreement and thereafter, it shall not, directly or indirectly, (i) use the other party’s Confidential Information for any reason other than to perform its obligations or exercise its rights under this Agreement, or (ii) disclose or otherwise make available the other party’s Confidential Information to any third parties, except (A) as authorized by such other party in writing, or (B) to the extent required by law.

Member agrees that Decile may use Member name and logo on the Decile website and in other promotional marketing materials, unless Member opts out of such usage by sending Decile written notification to refrain from such usage.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE DECILE OFFERINGS ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. DECILE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE DECILE OFFERINGS. WITHOUT LIMITING THE FOREGOING, DECILE DOES NOT WARRANT THAT THE DECILE OFFERINGS WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME OR WILL BE AVAILABLE IN THE FUTURE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM DECILE OR THROUGH THE DECILE OFFERINGS WILL CREATE ANY WARRANTY. DECILE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

In no event shall any party, including any of their affiliates or representatives, be liable to anyone for any indirect, punitive, special, exemplary, incidental, or consequential damages, arising out of this Agreement, including the use or inability to use Decile Hub, regardless of cause. Except for Member’s indemnification obligations hereunder, the aggregate, cumulative liability of each party under this Agreement, shall be limited to the cash fees paid or payable by Fund to Decile during the twelve (12) month period immediately preceding the event giving rise to such claim.

Member shall indemnify, defend, and hold harmless Decile and its affiliates and representatives, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee”) from and against any and all losses, damages, claims, judgments, settlements, interest, fines, costs or expenses, including reasonable attorneys’ fees (“Losses”), incurred by such Indemnitee arising from or related to (i) Member’s or any of its affiliate’s breach of any of the representations, warranties, covenants or obligations of this Agreement or the Decile Policies, or (ii) any instruction given by Member to Decile, or any incomplete or incorrect information provided by Member to Decile.

During the Term, Decile Membership shall renew annually, unless either party notifies the other party of non-renewal at least sixty (60) days prior to the end of the then-current subscription Term.

Either party may immediately terminate this Agreement for reasons of performance in accordance with the following procedures: (i) the party desiring to terminate the Agreement shall provide written notice to the other party which cites specific failures in performance for termination; (ii) upon receipt of such written notice,  the other party will have sixty (60) days to cure any cited failures; and (iii) if at the end of the sixty (60) day cure period, the other party has not cured such performance issues or provided reasonable assurance that the performance issues will be cured, then this Agreement will terminate effective at the end of the annual term.

In addition, this Agreement may be terminated: (i) at any time by mutual written agreement executed by Decile and Member; (ii) immediately, to the extent enforceable, by either party if the other party becomes insolvent or subject to bankruptcy proceedings; and (iii) by Decile with three (3) days’ written notice or immediately if there is an irreparable conflict between Decile and Member.

The following obligations shall survive any termination of this Agreement: (i) any outstanding payment obligations of Member for fees; and (ii) the following provisions of this Agreement: Confidentiality, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, Notices, Entire Agreement, Assignability, Severability, and Amendment.

Decile may change the Decile Offerings provided that Decile will notify Member of any material change at least thirty (30) days prior to the implementation of the change unless the changes are being made for legal reasons in which case we will notify Member within a reasonable time period. If Decile discontinues a Decile Offering in its entirety, Member will not be obligated to pay for the Decile Offering after the date Decile ceases to offer such service.

No amendment or modification of this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the parties. Waiver by a party of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

The Terms, and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any principles that provide for the application of the law of another jurisdiction.

If a  dispute arises from or relates to this Agreement, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures in San Francisco, California. If the parties cannot settle the dispute by mediation, the dispute shall be adjudicated in accordance with this section. The parties hereby irrevocably and unconditionally: (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (iv) waive, and agree not to plead or to make any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Any notice required or permitted by this Agreement shall be in writing and shall be delivered concurrently by email transmission to the last known email address and by certified mail, return receipt requested, to the last known office address.

This Agreement and the Terms of Service and Privacy Policy of Decile Hub constitute the entire agreement and understanding between the parties with respect to the subject matter herein and supersedes all prior written and oral agreements or representations between the parties.

No party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Decile may assign this Agreement, or any of its rights or obligations hereunder to a successor to substantially all of its business interests or to any of its affiliated companies without the consent of any other party. Decile, in its sole discretion, may use vendors or contractors to help provide the Decile Offerings to Member, and may change our use of vendors or contractors without notice to Member.

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein will give rise or is intended to give rise to any rights to any third parties

If a court or other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.