Admiral Administration, Ltd. Admiral Financial Center, 5th Floor 90 Fort Street, Box 32021 SMB Grand Cayman, Cayman Islands T:  1 345 949-0704 F:  1 345 949-0705 E: aal@admiraladmin.com www.AdmiralAdmin.com

Admiral Website Terms and Conditions of Use

THIS WEBSITE IS PROVIDED BY ADMIRAL ADMINISTRATION LTD. (“ADMIRAL”) WHERE YOU ("USER") USE THIS WEBSITE ON BEHALF OF A THIRD PARTY, INCLUDING YOUR EMPLOYER ("CLIENT"), YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORISED BY SUCH THIRD PARTY TO ACCESS AND USE THE WEBSITE AND TO AGREE TO THE FOLLOWING TERMS AND CONDITIONS ("WEBSITE TERMS") ON THEIR BEHALF.  IN SUCH CIRCUMSTANCES EXCEPT WHERE EXPRESSLY PROVIDED TO THE CONTRARY, "CLIENT" SHALL REFER TO USER AND CLIENT JOINTLY AND SEVERALLY.

IF YOU HAVE NOT BEEN AUTHORISED TO USE THIS WEBSITE YOU MUST EXIT IMMEDIATELY.

1. Access Obligations

(a) The Website is password protected and User will be assigned user verification data which includes a User ID and password to permit access to confidential information and use of the Website.

(b) Client will take reasonable measures to ensure that User ID and password verification data will be kept strictly confidential. Client will develop and/or maintain adequate security procedures to (i) ensure that User Verification Data will not be disclosed to any persons (including, without limitation, those involved in the provision of aggregation services) other than such of its authorised representatives who have been authorised by Admiral to use the Website and (ii) prevent access to the Website by all other persons.

(c) Client will not interrupt or attempt to interrupt or impair the operation of the Website in any way.

(d) Client will promptly notify Admiral; (i) of any loss or theft of User Verification Data; (ii) if it believes the confidentiality of any User Verification Data has been compromised; and (iii) of any actual or threatened unauthorised use of User Verification Data or the Website.

(e) Client will not use, or allow the use of, the Website in contravention of any laws, regulations or rules of any regulatory authorities to which User is subject.

2. Grant of Rights and Access to Website

 (a) Admiral may change, suspend, terminate, restrict or discontinue the Website (or any part) or any, information, features or functions accessible by means of the Website at any time without notice or liability.

(b) User acknowledges that the Website may contain software which audits User access.

3. Intellectual Property Rights

(a) The Website may incorporate third party data, text, images, software, multi-media materials and other content ("Third Party Content") and references to the term "Website" shall be taken to include Third Party Content.

(b) The Website is protected by copyright, database rights and other intellectual property rights.  User acknowledges that Admiral and/or its third party suppliers retain all right, title and interest in and to the Website. Use of the Website does not confer any ownership rights in the Website.

 (c) Except as otherwise specifically agreed in writing, User shall not: (i) copy the Website  (ii) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, time-share, lend or transfer or in any way exploit the Website; (iii) or embed the Website into other products;  (iv) create function calls or other embedded links from any software program to the Website; (v) remove or obscure any copyright notice of Admiral or any of its suppliers; (vi) use any trademarks, service marks, domain names, logos, or other identifiers of Admiral or any Third Party Suppliers or (vii) save to the extent permitted under by law, reverse engineer, decompile, disassemble, or access the source code of the Website.

4. No Advice or Recommendations

(a) Nothing on this Website is an offer or solicitation to buy or sell securities or investments. 

(b) Nothing on this Website can be accepted by User so as to create contractual obligations without further action in writing by Admiral.

(c) Admiral provides no advice with respect to the use of the Website (including, without limitation, regarding the execution of transactions or any legal, tax or accounting advice or advice regarding the suitability or profitability of a security, investment or transaction by means of the Website);

(d) Information contained in the Website including but not limited to information on fund management companies, employees of the fund manager, fund strategies, and fund contact details is generally provided by the fund manager.  Admiral provides no assurance as to the validity or accuracy of such information. 

(e) The Website provides general information only; it is not intended as financial advice or as an offer, solicitation or recommendation of securities, investments or other financial products, and Client should obtain independent financial advice that addresses its particular investment objectives, financial situation and needs before making investment decisions.

5. Access to accounts and execution of transactions

(a) Where Client accesses account information via the Website, Client confirms that it is aware that communications over the internet cannot be guaranteed to be secure and that there is a risk that information displayed via the internet or contained within any communication made over the internet, including potentially confidential information, may be intercepted, lost, destroyed or delayed in display or transmission.

 (b) Client may not via the Website initiate transactions or cancel or amend a transaction request previously submitted.  Subscription, redemptions, transfer, re-registration and cancellation of a transaction requests should initially be sent via fax or email to Admiral with the transaction request document bearing the original signature of the authorized signatory couriered to Admiral’s offices.

6. Client's Representations and Warranties

Client represents and warrants to Admiral at the execution of these Website Terms (by clicking the "Accept" check box and then clicking the “Continue” button) and at the time of each subsequent use of the Website that:

(a) Client has the requisite power and is duly authorised to request Website access, view and obtain information from the Website.

(b) Where, in viewing and obtaining third party information including transactions and valuations from the Website, Client has the requisite power and is duly authorized to view and obtain this information on behalf of the third party and doing so it shall not be acting in breach of any agreement or terms of business in place between Client and said third party.

(c) Should any agreement, authorizations, approvals or terms of business between Client and a third party change which would make viewing and obtaining information in breach of any laws, agreements, or approvals, Client will notify Admiral immediately and will not use Website until Admiral has changed Client access and removed said third party information access from Client account .

(d) Should Client view any third party information on Website which Client believes that he does not have the proper agreement, authorization, approvals to view or obtain said information, Client will notify Admiral immediately so that Admiral and Client can either (i) verify the requisite agreements, authorizations or approvals exist, or (ii) removed said third party information access from Client account.  Until said requisite agreements, authorizations or approvals have been verified or third party information access has been removed from Client account, Client will not use Website to view or obtain this information.  

(e) Should Client know or believe to know that any information contained in the Website to be inaccurate or untrue, Client will notify Admiral immediately.  

7. Disclaimer of Warranties

(a) THE WEBSITE IS PROVIDED "AS IS" AND ADMIRAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING: (i) THE CURRENCY, ACCURACY OR COMPLETENESS OF THE WEBSITE; (ii) THE RESULTS TO BE OBTAINED BY CLIENT OR ANYONE ELSE FROM THE USE OF THE WEBSITE; AND (iii) ANY THIRD PARTY CONTENT ACCESSIBLE ON OR THROUGH THE WEBSITE.

(b) EXCEPT TO THE EXTENT REQUIRED BY LAW ADMIRAL: (i) DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS INCLUDING WITHOUT LIMITATION WARRANTIES AND CONDITIONS AS TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) DOES NOT WARRANT THAT THE WEBSITE, ANY CONTENT (INCLUDING ANY THIRD PARTY CONTENT), GOODS AND SERVICES OFFERED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE, THE SERVERS FROM WHICH IT IS MADE AVAILABLE OR ANY CONNECTED WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8. Limitation of Liability

(a) USE OF THE WEBSITE IS AT CLIENT'S OWN RISK AND CLIENT ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USE OF OR ACCESS TO THE WEBSITE.

(b) EXCEPT IN THE CASE OF WILFUL MISCONDUCT OR NEGLIGENCE, ADMIRAL SHALL NOT BE LIABLE FOR LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING AS A RESULT OF (i) CONTENT ON THE WEBSITE, INCLUDING THIRD PARTY CONTENT; (ii) ANY ERRORS IN OR OMISSIONS FROM THE WEBSITE; OR (iii) USE OF OR ACCESS TO THE WEBSITE.

(c) ADMIRAL SHALL HAVE NO LIABILITY ARISING FROM: (i) CLIENT'S INABILITY TO ACCESS OR USE THE WEBSITE FOR ANY REASON; (ii) ANY FAILURE BY THE WEBSITE TO TRANSMIT, OR ANY DELAY IN THE TRANSMISSION OR THE RECEIPT BY ADMIRAL OF ANY INSTRUCTIONS, ANY REJECTION OR NON-EXECUTION OF ANY INSTRUCTIONS OR ANY FAILURE OF THE WEBSITE TO TRANSMIT, OR ANY DELAY IN THE TRANSMISSION OR THE RECEIPT BY THE CLIENT OF ANY NOTIFICATION THAT ANY INSTRUCTIONS HAVE OR HAVE NOT BEEN EXECUTED.

(d) TO THE FULL EXTENT PERMITTED BY LAW, ADMIRAL SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS OR GOODWILL, LOSS OF OR DAMAGE TO DATA OR INDIRECT OR CONSEQUENTIAL LOSS ARISING FROM CLIENTS USE OF OR ACCESS TO THE WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE WAS FORESEEABLE.

 (e) ADMIRAL WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ANY OBLIGATION UNDER THESE WEBSITE TERMS OR FROM ANY DELAY IN THE PERFORMANCE THEREOF, DUE TO CAUSES BEYOND ITS CONTROL, INCLUDING INDUSTRIAL DISPUTES OF ANY NATURE, ACTS OF GOD, ACTS OF A PUBLIC ENEMY, ACTS OF GOVERNMENT, FAILURE OF TELECOMMUNICATIONS, SABOTAGE, PESTILENCE, TERRORISM, LIGHTNING OR ELECTRO-MAGNETIC DISTURBANCES, EARTHQUAKE, FLOOD, FIRE OR OTHER CASUALTY.

9. Indemnification

Client will indemnify and keep indemnified Admiral, and its respective directors, officers, employees and agents, from and against any and all claims, losses, liabilities, damages, costs and expenses arising out of or relating to: (i) Client's breach of these Website Terms; (ii) Client's violation of any applicable law, rule or regulation in connection with its use of the Website; and (iii) any third party claims arising out of or in connection with Client's use of or inability to use the Website.

10. Links

The Website may contain links to other websites which are not controlled by Admiral and contain material produced by independent third parties. The existence of a link from the Website to any third party website does not constitute a recommendation or other approval by Admiral of such website its content or any provider thereof. Any opinions or recommendations expressed on third party websites are those of the relevant provider and are not the opinions or recommendations of Admiral. Admiral accepts no responsibility for content provided on any website that may be accessed through links on the Website.

11. Termination

(a) These Website Terms may be terminated by Admiral or Client for any reason at any time.

(b) Following termination of these Website Terms Client shall, on request, promptly return to Admiral or destroy any content (including Third Party Content) or other materials provided by Admiral or made available on the Website. At Admiral's request Client will certify in writing the return or destruction of all such materials.

(c) Unless otherwise expressly provided: (i) on termination of these Website Terms Client's permission to access the Website ceases immediately; (ii) termination of these Website Terms shall have no effect on any transactions executed with or by Admiral with Client.  

(d) Without prejudice to clause 13(c)(i) above, any access of the Website by Client following the termination of these Website Terms shall again be deemed to be subject to these Website Terms.

(e) Clauses 3, 5, 7, 8, 9, 10, and 14 to 18 of these Website Terms shall survive the termination of these Website Terms.

12. Assignment, Subcontracting and Delegation

These Website Terms are for the benefit of Admiral, their successors and assigns. Admiral may assign or transfer any of its rights under these Website Terms.  Admiral may delegate or subcontract the performance of any obligation under these Website Terms.

13. Amendments

Admiral may vary or amend these Website Terms at any time. Any amendments to these Website Terms will be displayed on the Website or otherwise communicated to Client and Client will be deemed to have accepted such amendment if it continues to access or use the Website after such display or communication. It is Client's responsibility to familiarise itself with these Terms and any amendments that may be made to them on accessing the Website.

14. Other Agreements

These Website Terms supercede and replace in their entirety all previous versions of the same. In the event of any inconsistency between these Website Terms and any master or other specific agreement between Client and Admiral relating to services offered through the Website that other agreement shall prevail.

15. No Waiver

No failure or delay on the part of Admiral in exercising any right or remedy under these Website Terms shall operate as a waiver of, or impair, any such right or remedy. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other rights or remedies. No waiver of any right or remedy shall be deemed a waiver or modification of any other right or remedy under these Website Terms.

16. Partial validity

If at any time any provision of these Website Terms is or becomes illegal, invalid or unenforceable, that shall not affect or impair the legality, validity or enforceability of any other provision of the Website Terms.

17. Rights of Third Parties

Subject to clause 12 of these Website Terms, a person who is not a party to this agreement has no right to enforce any term of this agreement. 

18. Governing Law and Jurisdiction

These Website Terms are governed by and shall be construed in accordance with the laws of the Cayman Islands and the parties irrevocably submit for the exclusive benefit of Admiral to the jurisdiction of the Cayman Islands courts.