Terms and Conditions of Use

By clicking "I agree" upon your first entry to the platform, you acknowledge that you have read, understood and agree that:

• The platform is available only to persons who are investment professionals and may not be accessed for retail customer use; you are either a registered representative of a FINRA member broker-dealer, a professional investment adviser registered with the Securities Exchange Commission under Section 203 of the Investment Advisers Act of 1940 (or with a state securities commission or any agency or office performing like functions), or the representative of another category of "institutional account" as described in FINRA Rule 4512(c); access to the platform is being provided to you in reliance on this confirmation and the continuance of this status and you agree to notify us and cease using the platform should that status change;
• Access to portions of the platform is restricted and requires possession of a valid password or entry from an authorized password-protected collaborating site; you shall preserve the confidentiality of your user name and password and shall not facilitate entry of any unauthorized person to the platform; you shall contact KPC immediately if you believe that an unauthorized person has obtained access to your password or the platform; KPC reserves all rights in its sole discretion to change, restrict, suspend or terminate access or use of the platform at any time without prior notice or liability;
• You will have access to confidential information concerning private securities products, as well as regarding KPC, its affiliates, securities product providers and managers on the platform, and associated vendors (together, and together with KPC and these other parties respective affiliates, officers, directors, interest holders, employees and agents, "KPC Parties"); this information may include, without limitation, the names of managers and products on the platform, performance data, portfolio information and valuations, financial information, structural information, investment techniques, trade secrets and other confidential proprietary information (collectively, "Confidential Information"). You agree that you shall at all times keep, and shall not, directly or indirectly, disclose, divulge, furnish or make accessible to anyone, any Confidential Information, except in the case of (i) your bona fide provision of investment services solely to those of your clients that you reasonably believe are qualified to invest in the relevant products, (ii) information that is otherwise publicly available, or (iii) information required to be disclosed by law;
• Neither you nor any party acting on your behalf will offer any private securities product available on the platform by any form of general solicitation or general advertising, as provided in Rule 502(c) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended, or engage in any solicitation or other activity in violation of any statute, law, ordinance, rule, public administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any governmental authority;
• The information provided on the platform is for informational purposes only and does not constitute a solicitation or offer or an invitation to make an offer to buy or sell any securities products; neither KPC nor any of its affiliates are a fiduciary or advisor with respect to any financial services or products and neither KPC nor any of its affiliates provides investment planning, legal, regulatory, tax or compliance advice; no information on the platform shall be construed as a recommendation, endorsement, or sponsorship by any KPC Party unless otherwise expressly stated; no KPC Party represents that the securities or services described on the platform are suitable for any specific investor; investment professionals using the platform must independently ascertain the legal, financial, tax and regulatory consequences of any investments they consider, as they can involve significant risks and no assurance can be given that investment objectives of any product will be achieved or that substantial losses will not be suffered; past performance is not indicative of future results;
• The platform is not directed at, nor intended for, any party prohibited from accessing it by laws and regulations prohibiting publication or access to the information it contains by virtue of such party’s nationality, place of residence, domicile or registered office, or on other grounds; users who access the platform from outside of the United States of America do so at their own initiative and risk and are responsible for compliance with all applicable laws;
• The platform and its content, including but not limited to information, text, data, news, reports, graphics, video, software, logos, and other materials, including third party materials ("Content") are protected by copyrights, trademarks, trade secret, patent and other proprietary rights. You acknowledge and agree that (i) these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed, and that all Content is and shall remain the property of KPC or its licensors, (ii) you shall not encumber any interest in, or assert any rights to, the Content, and (iii) you may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part, (iv) you may not establish a link to the platform from any other website without our prior written consent, and (v) you may not frame any elements of the platform with any other website;
• Google Analytics Demographics and Interests Reporting features have been implemented on the platform. These features will be used to review anonymous data regarding the gender, age and interests of the platform visitors to better develop platform and its content around your needs. You may opt-out of the Google Analytics Demographics and Interests Reporting feature by using the Google Ads Settings or through the Google Analytics Opt-out Tool;
• Google Analytics User ID Tracking Reporting features have been implemented on the platform. These features will allow the platform to identify and review interactions per user to better develop the platform and content around your needs. Google Analytics will not receive any other information other than your user id. Your user id will consist of a random set of numbers assigned to your account. You may opt-out of the Google Analytics Demographics and Interests Reporting feature by using the Google Ads Settings or through the Google Analytics Opt-out Tool;
• The platform engages Inspectlet to analyze your activities on the platform. Inspectlet's authorized use of cookies and other tracking technologies enable it to have access to some of your personal information provided on the platform, however all sensitive data will remain private. This feature will be used to review activity on the platform and to better develop the platform and content around your needs. Such access and use of personal information by Inspectlet is governed by Inspectlet's Privacy Policy, which can be found here;
• Google Adwords features have been implemented on the platform. The platform uses Google Adwords to collect data about your activities that does not personally or directly identify you when you visit the platform, or websites and online services where we display advertisements. This information may include the content you view, the date and time that you view this content, or your location information associated with your IP address. The Platform will use the information collected to serve you relevant KPC advertisements in 3rd party sites that use Google Adwords.
• The platform is provided on an "as is" and "as available" basis and no KPC Party makes any warranty, express or implied or otherwise regarding its accessibility, accuracy, completeness, timeliness, suitability or merchantability and fitness for any purpose; to the full extent permissible by law, no KPC Party shall have any liability or responsibility relating to use of the platform, or any errors or omissions in, or decisions made in reliance on, any aspect of the platform; and these terms and conditions and your use of the platform shall be governed by the laws of the State of New York without regard to the conflict of law provisions thereof; in connection with your use of the platform, you shall comply with all applicable law and shall not take any action that would place any KPC Party in violation of any applicable law.

Please print this agreement for your records.

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