TERMS OF USE

PLEASE READ THE FOLLOWING TERMS OF USE WHICH GOVERN USE OF THE DISRUPTIVE TECHNOLOGY ADVISERS LLC (“DISRUPTIVE”) WEBSITE AND INVESTOR PORTAL. BY ACCESSING THIS DTA WEBSITE, INVESTOR PORTAL, OR USING THE SERVICES OF DISRUPTIVE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, PLEASE DO NOT ACCESS THIS WEBSITE OR INVESTOR PORTAL.

1. DISRUPTIVE is a limited liability company incorporated in the State of Delaware. DISRUPTIVE is a registered investment adviser registered with the United States Securities Exchange Commission. The use of DISRUPTIVE’s services, products, and platform is governed by the laws of the United States of America and the applicable laws of the State of California without regard to conflict of law principles and any legal action will be brought in the courts located in Los Angeles, California. However, in every case and to the full extent possible under applicable law, DISRUPTIVE and its users and investors elect to resolve disputes and claims through arbitration or in the courts rather than before a jury.
2. DISRUPTIVE is not responsible for the privacy, security, or information policies of third-party links from or on the DISRUPTIVE site or platform. Clicking on said links may take the user to other sites or display information from third parties. DISRUPTIVE is not responsible for the content, privacy policies, terms of use, or any other factor of such third parties. It assumes neither liability nor responsibility for their actions, information, or communication. Such products, services, or content are provided without endorsement or warranty of any kind. User accepts sole responsibility for accessing such links.
3. DISRUPTIVE reserves the right to choose who it will do business with and provide products and services to without limitation. DISRUPTIVE may choose, without prior notice or explanation, to refrain from doing business with or limit access to its products and services. Users and investors may not assign this or any other agreement or account without prior written consent from DISRUPTIVE and such unauthorized attempt to assign will be null and void.
4. All information provided to DISRUPTIVE must be true, accurate, current, and complete to the best of the user’s and investor’s ability and knowledge. It is the investor’s responsibility to maintain up to date physical and electronic contact information and financial and bank records and to ensure that information conveyed to DISRUPTIVE is current, accurate, completed, and updated in a timely manner. In providing us your electronic contact information, you agree to receive all required notices electronically, to that email address. In turn, we will provide you with online security as described in our Privacy Policy. Those assurances are conditioned upon you providing us with the correct contact and account information and never misrepresenting to us your identity or account information. DISRUPTIVE reserves the right, at any time and without notice and explanation, to suspend or terminate an investor’s account including when information is provided to DISRUPTIVE that is untrue, inaccurate, not current or incomplete or DISRUPTIVE has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete.
5. DISRUPTIVE has no obligation to monitor or ability to control the information users publicly place on our platform. We do not endorse any opinion, recommendation, and information that expressed in this fashion. By accessing the platform, users waive any rights or remedies against DISRUPTIVE in relation to such data.
6. Any attempt to tamper with the platform and/or disable or circumvent its security features; modify, adapt, translate, decompile or reverse engineer any portion of the platform; use any robot, spider, scraper, deep link, site search/retrieval application or other automated device, extraction tools, programs or algorithms, process or means to access, retrieve or index any portion of the platform; add or use ActiveX, Java, Javascript, cookies, web beacons or other tracking technologies on the platform; post or transmit any file which contains viruses, worms, defects, Trojan horses or other items of a destructive or contaminating nature; conduct unauthorized access to DISRUPTIVE or DISRUPTIVE user or investor data; manipulate the DISRUPTIVE offerings; upload or transmit false information or information that infringes on intellectual property rights; remove any copyright, trademark or other proprietary rights notices contained in or on the platform; upload or transmit unsolicited or unauthorized advertising or solicitation or harmful, deceptive, harassing, defamatory, abusive, threatening, obscene, libelous, unlawful content as determined in DISRUPTIVE’s sole discretion; make false statements; create user accounts by automated means or under false or fraudulent pretenses; collect personal data on DISRUPTIVE users; or violate any Terms of Use or other provisions is subject to prosecution and/or legal remedies and other actions DISRUPTIVE may in its sole discretion elect to take. DISRUPTIVE will comply with government, law enforcement, or regulatory requests to the full extent of the law.
7. DISRUPTIVE conducts some of its business online. Users and investors consent to transact any and all business that DISRUPTIVE so chooses online and electronically including but not limited to receiving electronic and email notices and disclosures; making and receiving payments and other disbursements through bank transfers, ACH transfers and/or any other online or electronic form; receiving tax statements and documentation; and any other information DISRUPTIVE in its sole discretion so chooses to convey. Such consent remains in place for the duration of any and all interaction and relationship with DISRUPTIVE. Users and investors also consent to receive calls, messages, and/or text messages from DISRUPTIVE or its affiliates or any other agents calling on our behalf on any phone number that is provided or may be provided at any point. Any costs associated with such calls or messages are the sole responsibility of the user.
8. All telephone, electronic, or other communication between DISRUPTIVE and its users and investors is subject to monitoring, recording, review, and archiving. The careful dissemination of investor data is the investor’s responsibility – passwords and confidential data should be not shared by email. Any unauthorized access to the DISRUPTIVE platform or to personal information including account passwords must be immediately reported.
9. Users and investors by their use of the DISRUPTIVE platform validate that they will not use DISRUPTIVE as part of any scheme to violate federal, state, or other laws and regulations including those around financial transactions.
10. DISRUPTIVE retains full, irrevocable, royalty-free, worldwide, sub-licensable, and perpetual intellectual property rights around any user generated content uploaded, shared, transmitted, or otherwise disseminated on the DISRUPTIVE site or through other communications channels. DISRUPTIVE can store, use, reproduce, modify, and adapt such content and will retain full rights to any derivative works or compilations of such content. Users warrant by their actions that they have the necessary rights to grant such licenses to DISRUPTIVE. DISRUPTIVE can further delete such content at any time and for any reason.
11. DISRUPTIVE is the owner and/or authorized user of all text, images, data representations, animation, music, sounds, and any and all other materials on the platform. Users may not copy, reproduced, republish, disseminate, exploit, distribute, or otherwise incorporate any material found on the DISRUPTIVE platform or in the company’s communications. Said materials are protected by U.S. and international copyright and treaty provisions without limitation as copyrights, trademarks, service marks, logos, and other intellectual property.
12. No access to the platform is authorized or permitted by persons under 18 years of age. We do not knowingly solicit information from any child under the age of 18. If a parent or guardian becomes aware that his or her child has provided us with personally identifiable information without his or her consent, he or she should contact us at InvestorPortal@disruptive.tech. Should a child whom we know to be under 18 send personal information to us, we will delete it as soon as possible. By accessing the platform, users confirm that they are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. DISRUPTIVE reserves the right to further assess the suitability of the platform and its products and services at its own discretion.
13. Fees and other information regarding DISRUPTIVE’s advisory services are set forth in the fund documents, including, but not limited to, the private placement memorandum, operating agreement, subscription documents and investment advisory agreement for each respective fund.
14. You consent to the recording of any electronic or written correspondence and any or all telephone conversations between you and DISRUPTIVE in connection with these Terms of Use or the services and agree and understand that recordings may be submitted in evidence in any legal proceeding relating to your relationship with DISRUPTIVE or these Terms of Use.
15. SEC rules require investment advisers to create and maintain a business continuity plan. In accordance with these rules, DISRUPTIVE has developed a plan that is intended to permit us to continue critical business operations during natural disasters, power outages or other significant events. While there can be no assurance that service will continue without interruption in all circumstances, the plan does address the actions that DISRUPTIVE will take in the event that there is a significant disruption. DISRUPTIVE’s offices are in Los Angeles, however all user and investor information and records are retained in secured storage in a cloud-based platform which is located in a geographically separate area from our offices. We intend for account access to be available through these records should our offices suffer a disruption. Under normal conditions, you can contact us by telephone or email at our offices. If, after a significant disruption, you cannot contact us by any of these standard methods, please check our platform at www.disruptive.tech to find alternate or temporary contact information and updated information on what we are doing to quickly recover and resume business. Our plan also provides for immediate contact of our third-party service providers deemed critical to ongoing operations, and therefore the service providers will be apprised on our current situation and immediate continuity plans. If you are unable to contact us by any of the above means, you should contact the appropriate service provider regarding your investments with us. Finally, our business continuity plan will be reviewed, updated and tested periodically.
16. Like most online platforms, ours requires cookies to function properly. Cookies are small text files that reside on a user's computer and identify you as a unique user. We use cookies to refine our services and simplify the user experience, and it allows us to personalize your experience on the platform. For these reasons we tie personally identifiable information such as your email address to our cookies. If you do not want information collected through the use of cookies, there is a simple procedure in most browsers that allows you to deny or accept the cookie feature; however, you should note that cookies might be necessary to provide you certain features available on the platform.
17. DISRUPTIVE does not provide, offer or render tax or legal advice. Before making financial or investment decisions, we recommend that you contact a tax or legal professional.
18. DISRUPTIVE, its employees, officers, directors, representatives, agents, and any party involved in the creation, management, monitoring, and dissemination of products, services, or information on the platform cannot be held liable in any way for damages arising out of the use of the platform included but not limited to viruses, unauthorized access, errors, service interruption or delay, loss or damages from nonperformance by DISRUPTIVE or its products or services, inaccurate content, typographic or data errors, or theft. Content, information, products, and services are provided “as is” without warranties of any kind from DISRUPTIVE. DISRUPTIVE expressly disclaims all warranties of any kind either express or implied or statutory including but not limited to the availability, performance, security, reliability, accuracy, quality, usefulness, or completeness of information, content, products, and services provided on or through the DISRUPTIVE platform or in any other oral or written form. All products, services, information, and content are provided without express or implied warranty.
19. All information, content, and data on the Users and investors agree to indemnify and defend DISRUPTIVE, its employees, officers, directors, agents, and affiliates and to hold them harmless and release them from any and all claims, expenses, losses, damages, and liabilities including without limitation attorney fees arising out of or connected to use or access of DISRUPTIVE’s platform, products, or services.
20. If any provision of these Terms of Use is held to be invalid or not enforceable the remaining provisions will continue to be in full force and effect. DISRUPTIVE’s failure to enforce a right or provision for any period will not be deemed to signify a waiver of such right or provision.
21. Section numbers in this Terms of Use are for convenience of reference only, and shall not govern the interpretation of any provision of this Terms of Use. The platform content, including but not limited to these Terms of Use are subject to change without notice.
22. These Terms of Use, including the separate Privacy Policy and any other documents referred to herein, represents the entire understanding between both you and us regarding the Services and the subject matter hereof and supersedes any prior statements or representations. In the event of a conflict between the terms of these Terms of Use and the terms of an exhibit, amendment, schedule, addendum or disclosure, the terms of the exhibit, amendment, schedule, addendum or disclosure shall prevail but, solely as to the subject matter herein.
23. If you have questions regarding these Terms of Use or to report any violations of these Terms of Service, please contact us at InvestorPortal@disruptive.tech.