Master Service Agreement
Last Updated : July 23 , 2025
PLEASE READ THIS MASTER SERVICE AGREEMENT (THE “TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY ALLOCATIONS INC. (INCLUDING ITS AFFILIATES, SUCH AS BUT NOT LIMITED TO ALLOCATIONS FUND ADMINISTRATION LLC) (“ALLOCATIONS”). BY SUBMITTING ONE OR MORE DEAL SETUP FORMS ON ALLOCATIONS PLATFORM (EACH, AN “DEAL SETUP FORM”), YOU (“CUSTOMER”) AS IDENTIFIED IN THE DEAL SETUP FORMS AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL DEAL SETUP FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE DEAL SETUP FORM WHICH YOU SUBMIT VIA COMPANY’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY CUSTOMER SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY THEN THIS ENTITY IS THE CUSTOMER, IN THAT CASE YOU ALSO REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
BY CLICKING “I AGREE” (OR A SIMILAR CHECKBOX OR BUTTON) WHEN PLACING AN ORDER BY EXECUTING A DEAL SETUP FORM, OR ACCESSING OR USING THE SERVICES, YOU INDICATE YOUR ASSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE OR ACCESS THE SERVICES. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
The “Effective Date” of these is the earlier of (a) the date on which Customer first accesses or uses the Services and (b) the date on which Customer's first Deal Setup Form is agreed to by Allocations.
Allocations may modify these Terms from time to time in accordance with Section 19 (Modifications to this Agreement) below.
1. Definitions
“Additional Fees” - are the fees indicated as “Additional Items” in the Allocations pricing section on its website (available here: http://www.allocations.com/fees) or communicated separately via electronic mail (e-mail).
“Customer Data” - any data, information or other material provided, uploaded, or submitted by Customer to Allocations in the course of using the Service, without limitation, any and all Personal Information, from or relating to investors that investors provided to Allocations (or its affiliates, employees, contractors, licensors, commercial partners (including the Company) or subcontractors) through or in connection with services set forth in this Agreement or otherwise in connection therewith.
“Initial Closing Date” - The Initial Closing Date shall mean the date of issuance of Private Fund's initial interest to the investors of the Private Fund; for avoidance of doubt, the Initial Closing Date shall not be later than the date when Private Fund makes an investment.
“Fees” - as set forth in Section 7 of this Agreement.
“Personal Information" - any information relating to an identified individual, or to an individual who can reasonably be identified, directly or indirectly, by reference to such information, or as personal information or personal data is otherwise defined under applicable data privacy laws, including, without limitation, the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq., and any and all amendments and any implementing regulations thereto that become effective on or after the Effective Date.
“PrivateFund” - Private Fund means a respective series of the Delaware or any other respective state limited partnership or limited liability company which the Company has established with the assistance of Allocations for the purposes defined in applicable Private Fund documents, which may include the creation of Fund (as a series limited partnership), special purpose vehicle, also known as SPV (as a series limited liability company). For avoidance of doubt, Allocations and the Customer may agree to create a Fund and/or SPV which is not a series limited liability company or series limited partnership; such preference shall be provided in the Deal Setup Form.
“Standard Fee” - are the fees indicated in the “Current Pricing” in the Allocations pricing section on its website (available here: http://allocations.com/fees).
“Third-Party Expenses” - are any out-of-pocket amounts paid by Allocations to third parties for the fulfillment of the Services herein, including, but not limited to fees relating to respective state entity franchise tax, Regulation D filings and Blue Sky fees.
2. Deal Setup Forms; Access to the Service
Each Deal Setup Form shall be incorporated into and form a part of the Agreement. In the event of any conflict between this Agreement and a Deal Setup Form, the Deal Setup Form shall control but only with respect to the particular Services purchased through such Deal Setup Form. Allocations product description (including what each product entails) can be found on its website (available here: http://www.allocations.com/fees). For each Deal Setup Form, subject to Customer’s compliance with the terms and conditions of this Agreement, Allocations grants Customer a nonexclusive, limited, personal, non-sublicensable, non-transferable right and license to internally access and use the services specified in such Deal Setup Form (collectively, the “Service,” or “Services”).
A list of excluded services, i.e. services Allocations does not provide, is attached as Exhibit 1 (Excluded Services) to this Agreement.
3. Customization
In the event that Customer requires any custom assistance or services to be performed by Allocations in connection with the Service, a description of such assistance or services (“Customization Assistance”) and the fees for such Customization Assistance shall be set forth on such Deal Setup Form if the Customer provides such request at the time of submitting an Deal Setup Form for a Service. Should the Customer require Customization Assistance after the Deal Setup Form has been executed, such Customization Assistance shall be provided after it has been requested by the Customer, and the Customer has paid the invoice for Customization Assistance. If Allocations provides Customization Assistance in excess of any agreed-upon estimate, or if Allocations otherwise provides additional services beyond those agreed in an Deal Setup Form or afterwards requested, Allocations will confirm with the Customer, Customer will pay Allocations in accordance and in the amount of as set forth in Additional Fees and the respective invoice issued by Allocations. For the sake of clarity, Allocations reserves the rights to reject a Customization Assistance request.
4. Support; Service Levels
Subject to Customer’s payment of all applicable fees, Allocations will provide support and uptime for each Service in accordance with Allocations Service Level Agreement at http://www.allocations.com/service-level-agreement, which may be amended from time to time by Allocations with a notice to Customer.
The Customer agrees that it shall not, and shall ensure that its employees, contractors, and agents do not, engage in any form of harassment toward any team members, including board members and advisors, of Allocations. Harassment includes, but is not limited to, conduct described below in the third paragraph of this Clause 4 Support; Service Levels. Allocations reserve the right to terminate the services provided under this Agreement without refund if the Customer or any of its representatives violate the terms of this Clause 4 Support; Service Levels.
For the purposes of this Agreement, “harassment” includes, but is not limited to:
Sending emails in all capital letters directly to any team member, including board members and advisors, of Allocations.
Calling Allocations team members, including board members and advisors, on their personal mobile devices without explicit consent.
Sending an excessive number of emails (“spamming”) to Allocations’ team members, including board members and advisors.
Copying (cc functionality in the email) third parties, including but not limited to Allocations investors, advisors or other clients, in communications intended to harass, intimidate, or exert undue pressure on Allocations’ team members, including board members and advisors.
Directly emailing Allocations team members, including board members and advisors, on any email addresses or platforms including: Slack and LinkedIn other than the designated support email address (support@allocations.com).
Using offensive or inappropriate language of any kind in communications.
5. Service Updates
From time to time, Allocations may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Allocations shall have no obligation under this Agreement or otherwise to provide any such Updates. Allocations shall use commercially reasonable efforts to give Customer reasonable notice of any major changes that materially and detrimentally affect the functionality of the Service.
6. Ownership; Restrictions; Feed back
As between the parties, Allocations retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Allocations for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Deal Setup Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. The Customer may from time to time provide suggestions, comments or other feedback to Allocations with respect to the Service (“Feedback”). Notwithstanding anything else, Customer shall, and hereby does, grant to Allocations a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Allocations right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
7. Fees; Payment
Unless otherwise set forth on an Deal Setup Form, the Customer will pay all fees (Standard Fees and Additional Fees, as well as any Third-Party Expenses), as set forth in this Agreement or as agreed separately with Allocations, and as reflected in an invoice issued to the Customer (“Fees”); for avoidance of doubt, should the Customer choose to use additional services Additional Fees shall be charged (for example, but not limited to, if the Customer wants to ensure that the Private Fund has an open bank account), Additional Fees may be charged by the Allocations for items which require increased cost to Allocations. Allocations may invoice the Customer, and the Customer shall cause Private Fund to pay upon receipt of said invoice any Fees. In the event that Fees are not received by Allocations within one (1) day after becoming due, Allocations may (a) elect to charge a one-time fee of $1,000, in addition to a late fee of 2% of the outstanding balance per month for each invoice that is past due for seven (7) or more days, from the date such payment was due until the date paid, and (b) suspend performance for some or all Services until payment has been made in full.
The Customer (or its affiliate) shall cause the Private Fund to authorize Allocations to withdraw from the Private Fund's bank account any Fees due immediately upon a determination of the respective Initial Closing Date, as well as any additional Fees incurred after the Initial Closing Date as invoiced by Allocations.
Should the Customer (or its affiliate) and/or the Private Fund elect to pay the Fees directly to Allocations, then such Fees must be paid prior or on the Initial Closing Date or within the term indicated in the invoice, if such invoices is issued after the Initial Closing Date.
Customer acknowledges and agrees that, in the course of providing Services under this Agreement, Allocations may open and maintain bank accounts in the name of any Private Fund. Any interest or other earnings (“Interest”) accrued on balances in such bank accounts shall be the sole and exclusive property of Allocations. All Interest shall be in addition to the Fees payable under this Agreement, and the Fees set forth in Section 7 shall remain unchanged and in full force irrespective of any Interest accrued. Allocations shall have no obligation to account to the Private Fund for any Interest, and Customer hereby irrevocably assigns to Allocations all right, title and interest in and to such Interest.
8. Restrictions
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Company product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) “crawl,”“scrape, ” or “spider” any page, data, or portion of or relating to the Service (or any information, data or content made available through the Service), whether through use of manual or automated means, or (x) use the Service in a manner that violates applicable laws or regulations. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (i) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (ii) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
9. Customer Data
Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Allocations, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights and consents necessary to use and provide the Customer Data to Allocations as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy).
Without limiting any rights granted herein, Customer hereby grant to Allocations and its affiliates, employees, contractors, licensors, commercial partners and subcontractors, a nonexclusive, royalty-free right and license to access, collect, use, analyze, disclose, transmit, distribute, modify, reproduce, display and store Customer Data for the purposes of (i) providing the Services Customer, (ii) providing Customer's investors with any other services or products as may be offered by Allocations or the Customer (or other commercial partners of Allocations) through the Allocations platform from time to time; (iii) enforcing Allocations’ rights under this Agreement; (iv) enhancing and improving the services set forth in this Agreement; and (v) conducting research, development, and marketing (including for services or products provided by Allocations and/or third parties).
10. Confidentiality
During the term of this Agreement, from time to time, either party may disclose (the “Disclosing Party”) or make available to the other party (the “Receiving Party”), whether orally, electronically or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, technology, products or services in connection with this Agreement that is marked or otherwise identified as “confidential” or “proprietary” at the time of disclosure or disclosed in such a manner or of such a nature that a reasonable person would understand such information to be confidential or proprietary (“Confidential Information”). Each party agrees that during the term of this Agreement and thereafter: (a) it will use Confidential Information belonging to the Disclosing Party solely for the purposes of this Agreement; and (b) it will not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Party’s employees, contractors and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use consistent with those contained herein) without first obtaining the Disclosing Party’s prior written consent. Upon request by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy any Confidential Information.
Confidential Information will not include any information that: (a) is or becomes generally known in the industry, through no act or omission on the part of the Receiving Party; (b) was previously known by the Receiving Party without restriction; (c) is disclosed to the Receiving Party by a third party without breach of any separate nondisclosure obligation; or (d) was independently developed by the Receiving Party without use of or reference to any Confidential Information belonging to the Disclosing Party.
Nothing herein will prevent the Receiving Party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided that prior to any such disclosure, the Receiving Party will, to the extent legally permitted, use reasonable efforts to (a) promptly notify the Disclosing Party in writing of such requirement to disclose and (b) cooperate with the Disclosing Party, at the Disclosing Party’s expense, in protecting against or minimizing any such disclosure or obtaining a protective order.
The terms in this Section 10 will not apply to any Breach (as defined in Section 11 below). Breaches will be governed exclusively by the terms in Section 11.
11. Data Security
Allocations agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Service or Customer Data. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. If Allocations becomes aware that any Customer Data held by Allocations has been accessed by a third party without authorization or otherwise illegally hacked (a “Breach”), Allocations will, to the extent legally permitted, notify Customer as soon as reasonably practical and will reasonably cooperate with Customer to remediate the unauthorized access.
12. Processing of Personal Information
All information Allocations collect in the course of provision of the Service is subject to our Privacy Policy. By using the Service, Customer consent to all actions taken by Allocations with respect to the Investor Data in compliance with the Privacy Policy. Not in limitation of the foregoing, Customer bears all responsibility and liability for the accuracy, completeness, quality, integrity, legality, reliability and appropriateness of the Investor Data. Without limiting any rights granted herein, Customer hereby grant to Allocations and its affiliates, employees, contractors, licensors, commercial partners and subcontractors, a nonexclusive, royalty-free right and license to access, collect, use, analyze, disclose, transmit, distribute, modify, reproduce, display and store Investor Data for the purposes of:
providing the Services as set forth in this Agreement to Customer and other services or products to Customer as may be offered by Allocations (or other commercial partners of Allocations) through the Allocations platform from time to time;
enforcing Allocations’ rights under this Agreement;
enhancing and improving the Services set forth in this Agreement and respective Deal Setup Form; and conducting research, development, and marketing (including for services or products provided by Allocations and/or third parties).
“Investor Data” means all data and other information, including, without limitation, any and all Personal Information, from or relating to Customer that the Customer provided to Allocations (or its affiliates, employees, contractors, licensors, commercial partners (including the Customer) or subcontractors) through or in connection with Services set forth in this Agreement or otherwise in connection therewith.
Customer hereby authorizes Allocations to complete and sign IRS Form SS-4 on behalf of the individual acting as the authorized representative of the Fund Manager, including the disclosure of such individual’s personally identifiable information (including name, address, and Social Security Number, as applicable) solely for purposes of obtaining an Employer Identification Number (EIN) for the Private Fund and for satisfying banking, compliance, and regulatory requirements associated with the formation and administration of the Fund or SPV. Customer represents and warrants that it has obtained all necessary consents from such individual to permit Allocations to act in accordance with this authorization. This authorization is limited solely to the purposes described in this section and shall not be construed to grant Allocations any general authority to act on behalf of such individual for any other matters.
13. California Consumer Privacy Act
The parties acknowledge and agree that Allocations is a service provider for the purposes of the California Consumer Privacy Act (“CCPA”) and is receiving personal information from Customer pursuant to this Agreement for a business purpose. Allocations will not sell any such personal information, except if it is in the form of Aggregated De-Identified Data. Allocations will not retain, use or disclose any personal information provided by Customer pursuant to this Agreement except as necessary for the specific purpose of providing access to the Services for Customer pursuant to this Agreement, or otherwise as set forth in this Agreement or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale, ” and “sell” are as defined in Section 1798.140 of the CCPA.
14. Term; Termination
The term of this Agreement will commence on the day the Deal Setup Form is signed and continue until terminated as set forth herein, provided that this Agreement shall not be terminated before the later of (i) the termination or expiration of all Deal Setup Forms, and (ii) the termination of Customer’s use or access to the Service (the “Term”).
Either party may terminate the respective Deal Setup Form, effective upon 30 days’ written notice to the other party, provided that the Customer shall be entitled to a repayment of $750 of the Fee with respect to each Private Fund the Customer has with Allocations.
Notwithstanding the above, should the Customer and/or Private Fund terminate this Agreement and/or any of the Deal Setup Forms the Customer and/or the Private Fund may be subject to cancelation fee as per the below conditions and amounts:
if the Company and/or Private Fund has elected to use Customization Assistance (such as, but not limited to, custom legal documentation), the Customization Assistance as indicated in the respective Deal Setup Form and/or respective invoice issued after a separate agreement between Allocations and the Customer shall be non-refundable;
if Allocations has performed any tasks for a Private Fun, then the cancellation fee will be in the amount of $2,500. For avoidance of doubt, if Allocations has created Private Fund documents and/or obtained a bank account, the Customer shall incur the cancellation fee.
In addition to any other remedies it may have, either party may terminate this Agreement or any Deal Setu Form with immediate effect if the other party materially breaches any of the terms or conditions of this Agreement and the breaching party fails to cure such breach within thirty (30) days from the notice period. Customer will pay in full for the Services provided prior to termination. Allocations shall promptly refund to Customer any Fees pre-paid for Services that would have been provided after the date of termination.
Without limiting the foregoing, Allocations may suspend or limit Customer’s and Customer affiliates’ access to or use of the Service if (i) Customer’s account is more than thirty (30) days past due or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Allocations ability to provide access to the Service to other customers; provided that, with respect to the foregoing subsection (ii): (a) Allocations shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Allocations shall provide prompt written notice to Customer describing the nature of the damage or degradation; and ( c ) Allocations shall reinstate Customer’s and Customer affiliates’ use of or access to the Service, as applicable, if Customer remediates the issue within fifteen (15) days of receipt of such notice.
In the event of a breach of Customer's obligations described in Clause 4 Support; Service Levels, Allocations reserves the right to:
Immediately cease all services being provided under this Agreement and any Deal Setup Form.
Terminate this Agreement or any Deal Setup Form without refund.
Seek any legal remedies available under the law.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
15. Indemnification
Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) the Customer Data or Customer’s use of the Service (in the case of Customer as Indemnitor), or (ii) the Service (in the case of Allocations as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Allocations do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Allocations (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Allocations, (iv) combined with other products, processes or materials not provided by Allocations (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Service is not strictly in accordance herewith.
16. Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
17. Limitation of Liability
NON-CUSTOMIZED DOCUMENTS. ANY DOCUMENTS PROVIDED BY ALLOCATIONS (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE FUND DOCUMENTS) ARE TEMPLATES AND NOT CUSTOMIZED TO THE CUSTOMER'S NEEDS AND SITUATION PRIOR TO DELIVERY. ALLOCATIONS STRONGLY RECOMMENDS THAT THE CUSTOMER WORKS WITH ITS LEGAL COUNSEL TO ENSURE THE DOCUMENTS ARE CUSTOMIZED FOR ITS NEEDS AND ALL DISCLOSURES APPLICABLE MADE TO THE INVESTORS PRIOR TO ACCEPTING INVESTOR MONEY AND THAT ALL ACTIONS UNDERTAKEN BY THE CUSTOMER COMPLY WITH RELEVANT SECURITIES LAWS INCLUDING BUT NOT LIMITED TO THE SECURITIES ACT OF 1933, THE INVESTMENT CUSTOMER ACT OF 1940 AND/OR THE INVESTMENT ADVISERS ACT OF 1940, IN EACH CASE AS AMENDED.
EXCLUSION OF INDIRECT DAMAGES. IN NO EVENT SHALL ALLOCATIONS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
EXCLUSION OF CERTAIN LIABILITIES. IN NO EVENT DUE TO EXTERNAL FACTORS OUTSIDE OF ALLOCATIONS CONTROL, SUCH AS BUT NOT LIMITED TO FALSE INFORMATION, UNTIMELY PROVISION OF INFORMATION AND OTHER EXTERNAL FACTORS, WILL ALLOCATIONS BE LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES RELATING TO (I) COMPLIANCE (INCLUDING BUT NOT LIMITED TO K-1, BLUE SKY FILINGS, W-8, W-9, FORM 1065, TAX WITHHOLDING AND REPORTING, ALL RELEVANT SECURITIES LAWS COMPLIANCE AND FILINGS), (II) ALLOCATION’S PERFORMANCE OF KYC & AML CHECKS, (III) PREPARATION OF TAX RETURNS OR SIMILAR DOCUMENTS, (IV) ALLOCATION HANDLING OF THE CUSTOMER'S BANK ACCOUNTS OR WIRE TRANSFER INSTRUCTIONS (INCLUDING, WITHOUT LIMITATION, ANY ERRORS THAT MAY RELATED THERETO), (V) MATTERS RELATING TO SECURITIES LAWS AND REGULATORY FILINGS, INCLUDING WITHOUT LIMITATION, U.S. FEDERAL, STATE AND FOREIGN LAWS, OR (VI) THE CUSTOMER’S PERFORMANCE OF DUTIES AND COMPLIANCE WITH RELEVANT LAWS AND REGULATIONS.
CAP ON MONETARY LIABILITY. IN NO EVENT SHALL ALLOCATION’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO ALLOCATIONS FOR SERVICES OF THIS SINGLE LEGAL ENTITY (WITH THE EXCLUSION OF ANY THIRD-PARTY EXPENSES AND ADDITIONAL COSTS) PURSUANT TO THIS AGREEMENT.
18. Third Party Integrations
Customer acknowledges and agrees that: (i) the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”); and (ii) the availability and operation of the Services or certain portions thereof may be dependent on the Allocations ability to access certain Third Party Integrations provided by the Customer (including with certain third-party HR, payroll and compensation services and platforms), and Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless the Allocations for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Service. Allocations cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Allocations is not responsible for the operation of any Third Party Integrations, nor the availability or operation of the Service to the extent such availability and operation is dependent on Third Party Integrations.
19. Modifications to These Terms
From time to time, Allocations may modify these Terms. Allocations will use commercially reasonable efforts to notify the Customer of the modifications and the effective date of such modifications through communications via Customer's account, email, or other means.
The Customer may be required to click to accept or otherwise agree to the modified Terms in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of this Agreement goes into effect will constitute Customer's acceptance of such modified version.
20. Governing Law
(1) All matters relating to the Service and these Terms and any dispute or claim arising there from or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of State of Delaware, without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention for the International Sale of Goods is expressly excluded.
(2) Any dispute, controversy or claim arising out of or in connection with the Service and the Agreement, or the breach of this Agreement shall be settled by binding arbitration, before three arbitrators, administered by the American Arbitration Association under and in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration will be held in Delaware, USA. Each of the parties will equally bear any arbitration fees and administrative costs associated with the arbitration. The prevailing Party, as determined by the arbitrators, will be awarded its costs and reasonable attorneys' fees incurred in connection with the arbitration. The parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any federal or state court located in Miami, Florida, for recognition or enforcement of any award determined pursuant to this Section. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THESE TERMS.
(3) ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Allocations is entitled to arbitration; instead all claims and disputes will be resolved in a court located in, respectively, Delaware, USA.
21. Miscellaneous
This Agreement represents the entire agreement between Customer and Allocations with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Allocations with respect thereto.
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Deal Setup Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be waived only in writing executed by both parties, such waiver may be reflected in the Deal Setup Form(s).
Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Allocations may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
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Exhibit 1 (Excluded Services)
EXCLUDED SERVICES
Allocations shall ensure that it provides Services in accordance with the Agreement and Deal Setup Form(s), and as agreed between the Customer and Allocations separately (if applicable), for the sake of clarity, this Schedule 1 (Excluded Services) list the services Allocations does not provide as part of Services, except if agreed otherwise:
Legal advice or service. The Customer should seek legal counsel to review any filings, documents or information that Allocations requires to be approved. Allocations does not provide legal advice to the Customer, to investors, or to Private Funds.
Tax advice. The Customer should seek tax advice to review any documents or information that Allocations require to be approved, as well as advice on Private Fund tax structure and investments. Allocations does not provide tax advice to the Customer, to investors, or to Private Fund.
Monitoring and reporting of investor interest.
Any other investment advice or advisory services to the Customer, to investors, or to Private Fund, provided, however, that if Allocations or its affiliates serve on the role of exempt reporting adviser at a given Private Fund, such limitation shall apply to limited advisory capacity for purposes of initiating the deal;
Bespoke Private Fund setup including:
Non venture capital Private Fund;
Income in the Private Fund;
More than 5 years of operation, if not agreed otherwise;
Due diligence to provide investment opinion or advice on portfolio companies, entrepreneurs, investors or on macroeconomic or market conditions, subject to Customer and/or Private Fund contracting Allocations or its affiliate to provide adviser services as indicated in item 4 above;
Due diligence and background checks (except KYC/AML checks as per Allocations internal procedures) on:
Investors;
Portfolio companies; and
Customers management companies,
to ensure that the collection or transfer of any monies is not prohibited by applicable law or any sanctions.
Verification of investors and Customer's accreditation for compliance with Rule 506(c) requirements, if not agreed otherwise;
Providing financial statements for Private Fund, if not agreed otherwise; for avoidance of doubt, provision of financial statements (as per Allocations standards) is not included in the Traditional Fund product provided by Allocations (please refer to the respective website - http://allocations.com/fees;
Providing Private Fund capital account statements for any other purpose than Allocations filing K-1s;
Any services for the Private Fund's management company, if not agreed otherwise;
Providing services in respect to any distribution in kind to be made by the Private Fund;
Administering, for tax purposes or other, any investment in a pass-through entity, Controlled Foreign Corporation (CFC) or Passive Foreign Investment Company (PFIC);
Fact checking of completed investors’ W-9, W-8BEN-E or W-8BEN forms;
Performing services that would result in a conflict of interest, as determined in good faith by Allocations;
Services, including and not limited to creating, closing, or providing the administration to a Private Fund that has more than 99 investors or a Private Fund that includes non-Accredited Investors;
Provide advice or opinion on instructing, maintaining or changing the services of a qualified custodian to hold Private Fund securities;
Distributing the data-room to each prospective investor;
Actively soliciting periodic updates of an Private Fund's securities;
83(b) Election; and
Any other services which are not included in the description of the respective Allocations Service description available on its website.
