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Terms and Conditions

Terms and Conditions

This page outlines the terms and conditions (“Terms and Conditions”) by which you may use the website (“website” in lower case refers to www.secondarylink.com, www.seclink.com, www.evergreenlink.com, and all its associated features, content, pages, subdomains, and any other websites or online platforms owned or operated by Institutional Link), operated by Institutional Link Incorporated. The term “Institutional Link”, “we”, or “us” used herein refers to Institutional Link Incorporated. By using the website personally or on behalf of a company or other legal entity, you are agreeing on your behalf and on behalf of the company or other legal entity, as applicable, to abide by these Terms and Conditions.

Communication Tool

The website is a communication service tool only. While the website is designed to bring together sophisticated professionals in the securities industry, we do not provide securities-related services. We and the website do not effect any securities transactions; do not provide quotations; do not offer to assist in buying or selling any securities; do not involve in any negotiations or other discussions with any buyers or sellers; do not represent any buyers or sellers; do not provide any legal or investment advice; do not receive, hold or get involved in any way with handling any funds or securities; do not charge any securities transaction related fees; do not open or help to open any funds or securities accounts; do not provide any securities related recommendations; and do not involve in any way with the execution, settlement, due diligence, and clearance of any securities transaction (including any confirmations or transaction related help).

Effective Date

These Terms and Conditions are effective the moment you access or use this website or its features, and in any event no later than the date you create a user account on the website.

User Accounts, Consent and Fees

There is no charge to create a basic user account or to sign-up. By creating a user account, you agree to receive newsletters and other email notifications from Institutional Link. You may unsubscribe to any of these at any time. In addition, any features offered for a fee or payment may be governed by a separate subscription, agreement or other document, which is in addition to these Terms and Conditions.

Sign-in Credentials and Security

You agree to: (1) keep your password secure and confidential; (2) not permit others to use your user account; (3) refrain from using other users’ accounts; (4) refrain from selling, trading, or otherwise transferring your user account to another party (either body corporate or natural), including (for the avoidance of doubt) to any other person within your organization, and acknowledge that any breach of security resulting in the use or attempted use of your username and password by any other person constitutes a material breach by you of the Terms and Conditions; and (5) refrain from, directly or indirectly, charging anyone for access to any portion of the website, content, feature, or any information therein, including any information provided to you as a user by Institutional Link.

You will be responsible for maintaining the security of your user account, passwords and files, and for all uses of your user account with or without your knowledge or consent. Further, you are responsible for anything that happens through your user account until you close down your user account or prove that your user account security was compromised due to no fault of your own.

Eligibility

To be eligible to use this website and any related features, you must meet the following criteria and represent and warrant to us that you: (1) are 18 years of age or older; (2) are not currently restricted from using the website including features and content, or not otherwise prohibited from having a user account with us, (3) have full power and authority to agree with these Terms and Conditions and by doing so you will not violate any other agreement to which you are a party; (4) will not violate Terms and Condition and any other rights of Institutional Link, including intellectual property rights such as, but not limited to, any copyright or trademark rights; (5) agree to provide at your cost all equipment, software, and internet access necessary to use the website and its features; (6) have checked all applicable laws and regulations in order to ensure that your use of the website, its content and any website features is in compliance with all applicable laws and regulations; and (7) if you use the website to assess any data or information about any investments, regardless whether you already have invested or planning to invest or divest, you hereby represent to us that you will do so only for general educational purposes or on behalf of an institutional investor or an accredited investor within the meaning of SEC Rule 501(a)(1), (2), (3), (7), or (8) of Regulation D or any other local applicable law or regulation that applies to your jurisdiction. In addition, you agree (i) to promptly notify us if you cease to qualify as an institutional or accredited investor under US, Canadian or any other local law or regulations that is applicable to you and (ii) to cease using the website, including any content and features for this investment purpose other than for general educational purposes.

Pricing, Payments and Fee Terms

Some features (including software applications) may be offered for a fee or payment and you may choose to subscribe to them. The subscription agreement and invoice for such features may provide additional terms, which are in addition to these Terms and Conditions. Unless expressly agreed otherwise, the fees are expressed in and payable in United State dollars (USD). Paid features may be offered for a limited time period or for a single use. The amounts paid as a fee are non-refundable, except as expressly outlined in these Terms and Conditions.

Institutional Link will provide an invoice for paid features. The invoice may provide additional fee payment details, including, but not limited to, terms of payments, payment directions, interest rate for unpaid balances and other important terms.

The invoice will be considered to be unpaid if the amount due is not paid at the latter of the due date on the invoice or within 30 days after the invoice was provided to you. Institutional Link reserves the right to cancel any paid feature as a result of non-payment.

The price of paid features can change at any time, including upon renewal, at our sole and complete discretion. However, the price will not change for the term that has been already billed and paid by you.

You are solely responsible for all applicable sales, use, and other taxes or similar charges or duties incurred in connection with your subscription to paid features. You will promptly reimburse us if we are required to pay any taxes for which you are legally responsible.

Availability of Paid Features

There is no promise or guarantee that paid features would be available at any given moment even if they have been paid for. Institutional Link reserves the right to cancel any paid features at its own and sole discretion. If a paid feature is cancelled by Institutional Link, you will be refunded on a pro-rata basis for any prepaid subscription time. There is no refund (including a pro rata refund of the fees) for voluntary termination of any paid feature subscription by you.

Confidential Information

As part of your user access to the website, including receipt of data, content, confidential or non-public news and updates, reports, and features, you may be given access to commercially sensitive or valuable information (“Confidential Information”). For clarity and without limiting the generality, the following information should be deemed and considered Confidential Information: (a) any information or material labeled as confidential or in similar language and (b) any information or material that should reasonably be considered as confidential because of its nature and the manner of its disclosure. You agree that you will not disclose to anyone any Confidential Information disclosed or made available to you by any other party (including Institutional Link) except (i) with the prior written consent of the disclosing party and Institutional Link or (ii) if required to do so by a subpoena or court order. If you are obligated to disclose Confidential Information by a subpoena or court order, you will promptly notify us of such pending disclosure in sufficient detail so that the disclosure may be objected to or that remedial actions may be taken. Confidential Information shall not include information that it is already in the public domain, lawfully obtained from a third party, lawfully known to you prior to the disclosure by us, or independently developed by you without reference to the information disclosed by Institutional Link or on the website.

Changes

From time to time, Institutional Link may change, add to, enhance, or discontinue any component of the website, any of its content and features, and any means of conversion or communication forming part of, or used in the provision of, the website. To the extent we discontinue any component of the website, content, or features, your access to and rights to use such discontinued element of the website or features shall terminate. If any such actual or proposed change to the website or features results in a direct material diminution in the utility of the paid feature under your reasonable opinion, then you may notify Institutional Link of this, and you will be entitled to either (i) terminate the subscription and to receive a pro rata refund of the fees, or (ii) to maintain access to the paid features, but at a reduced fee to be negotiated.

Institutional Link may be legally required to remove content or provide content to the third parties. There shall be no liability to Institutional Link for such removal or disclosure.

Export Control Compliance

You agree to comply with all relevant export and trade control laws, regulations, or requirements of the United States and other relevant jurisdictions, including, without limitation, the U.S. Export Administration Regulations (15 C.F.R Part 730 et seq.) and U.S. economic sanctions and embargoes (codified in 31 C.F.R Chapter V). Without limiting the general nature of the previous sentence, you will comply with all relevant laws applicable to you that may govern your access, receipt, use, disclosure, or re-export of any goods and information obtained from or with assistance of the website and Institutional Link in general.

No Offer or Advice

Institutional Link provides their users with the website and its additional paid features for information purposes only. Providing and allowing the use or access of the website, including its content and features, does not and should not be construed as a solicitation, offer, or recommendation to acquire or dispose any investment or engage in any other transaction related to securities, including, but not limited to, recommendation to take any investment action or participate in any investment strategy.

Nothing in the website or in any Institutional Link communication constitutes, and nor should it be construed as, investment, legal, tax or other advice of any nature whatsoever and it should not be relied on in making an investment or other decision. You should obtain relevant and specific independent professional advice before making any investment or other decision.

You hereby agree that you will not hold Institutional Link responsible in law or equity for any decisions of any nature that you make or refrain from making following your use of the website, including the use of any related or associated reports, information, features, data or news. You also agree that any and all decisions you make or refrain from making, as a result of your use of the website, including any related or associated reports, information, features, data or news, are made and shall be made solely at your own risk. Institutional Link shall have no responsibility or liability arising from such decisions.

Disclaimer of Warranties

Institutional Link provides the website, features, applications, data and all other content exclusively on an “as is” and “as available” basis. Except as expressly stated in these Terms and Conditions, there are no representations or warranties whatsoever about the nature, quality, or accuracy of the website, any paid features, any applications, or any other content, opinion, projection, performance, or data provided or made available to you by Institutional Link. Institutional Link has not and cannot make any guarantee that the content is an accurate reflection of real-world facts. Any information or data, including, but not limited to, the number of buyers, number of sellers, returns, benchmarks, performance or pricing contained in the website (regardless of who supplied such information or data to the website) or provided by us outside of the website is not indicative of any future results and may be out of date or inaccurate.

We will use all reasonable efforts to make online access continuously available throughout that period but we cannot guarantee that the online access will operate continuously or without interruptions or that it will be error free. Institutional Link does not accept any liability for its unavailability or errors.

You hereby agree and represent that you will not rely upon any warranty or representation by Institutional Link except as specifically stated in these Terms and Conditions. You acknowledge and agree that there are no implied warranties or representations, whatsoever, by Institutional Link.

Limit on Liability

You expressly agree that your use of the website, any features, and any content of the website can be done only on your sole risk.

Institutional Link and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents, website and intellectual property owners, website operators, and licensors are not liable for any damages, claims or losses resulting from any interactions you may have with any person or entity via the website or with Institutional Link in general. You expressly agree and acknowledge that Institutional Link is not responsible for the content posted on the website by other users. Institutional Link does not make any representation or warranty as to the credibility of any other user or any information supplied by any website user or any other third party. Any questions regarding any content provided by others (including other website users) shall be directed to the user or the third party who provided it. You should report in writing any other user content that you believe is abusive, fraudulent, criminal, or violates any law, rule or regulations, so we can conduct our investigation and take appropriate action, including removal of the user and that user’s content from the website.

Institutional Link and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents, website and intellectual property owners, and licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation, lost revenues or profits, loss of business or loss of data, in any way related to the website and all its associated features and content (including, without limitation, any claim, loss or injury arising from errors, omissions, interruptions or other inaccuracies in the website, including those arising from any alleged breach of these Terms and Conditions), even if Institutional Link has been advised of the possibility of such damages. Any and all claims against Institutional Link shall be limited in aggregate to the amount you actually paid to Institutional Link.

Institutional Link and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents, website and intellectual property owners, and licensors are not and shall not be liable for any damages, claims or losses resulting from the use of any data or information provided to you by them or Institutional Link regardless of whether it is provided to you directly, on the website, via the website or pursuant to a request made via the website, including, but not limited to, prices, ratings, level of demand or interest in any investment or security, charts, any other estimates, ratings, any information provided by any user, and any calculations and anything based on them.

Institutional Link shall also not be held liable for any failure or delay in the performance of its obligations if such failure or delay is directly caused by unforeseen events beyond Institutional Link’s control.

Notwithstanding the foregoing, if Institutional Link and its affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents, website and intellectual property owners, website operators, and licensors are deemed or found liable to you for any reason (whether arising in contract, tort, strict liability or otherwise), the total liability to you for all claims related to the website shall be limited to the lesser of five hundred US Dollars and the amount paid by you to us within preceding twelve calendar months.

Indemnification

You agree to defend and indemnify Institutional Link from any third-party claims, costs, reasonable legal fees, damages, or other liabilities that arise out of your unauthorized use of any information, data, contacts, and any other content that has been obtained from the website or was made available to you via the website. We will notify you of any claim that would trigger the indemnification obligation and refrain from settling the claim without your prior written consent so long as you do not unreasonably withhold or delay such consent. We can select our legal representation for defense of the claim.

Submissions and Submission Warning

You acknowledge and agree that all questions, answers, comments, suggestions, messages, business contact information, prices, ideas, feedback, watchlists, or other information posted on, provided to, made using, made on, or made about the website or Institutional Link, or to other users through the website (collectively, “Submissions”), and any such information provided by you to Institutional Link or posted on or through the website are non-confidential and shall become the property of Institutional Link. Institutional Link shall own all rights, including all intellectual property rights, and shall be entitled to the unrestricted use, dissemination and commercial exploitation of these Submissions for any purpose, commercial or otherwise, without any acknowledgment or compensation to you. By creating an account or submitting professional or business contact information, you consent to Institutional Link collecting, displaying, licensing, and making available such information as part of directories, datasets, or other commercial products or services, in accordance with applicable law. You confirm that you are authorized to provide such information. You also agree to waive all your moral rights to the Submissions you have provided. Only in the event that you use the website to communicate with other users via the messaging feature on the website will you retain ownership of the content, but you hereby grant an unlimited and royalty-free license to Institutional Link to use that content (including archiving and record keeping) without any acknowledgment or compensation to you.

All information (including Submissions) you post or share with us or on the website must be truthful, fair and respectful. Also, note that all information (including Submissions) you post and share may be seen and used by other users, and we cannot guarantee that other users and Institutional Link will not use the ideas and information that you share on the website. Therefore, if you have an idea or information that you would like to keep confidential or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, you shall not disclose it to anyone (including Institutional Link) whether through the website or otherwise. INSTITUTIONAL LINK IS NOT RESPONSIBLE FOR ANY USER’S MISUSE OR MISAPPROPRIATION OF ANY INFORMATION OR SUBMISSIONS YOU POST. You also agree and represent that you will not enter any information into or via the website or feature that is confidential information or a trade secret of another party. For clarity, you will remain liable for any copyright infringement or any fees associated with anything you post on the website or transmit via the website.

The website contains Submissions by users over whom Institutional Link has no control, so Institutional Link cannot guarantee the accuracy, integrity or quality of any Submissions. You must be aware that other users may not participate in providing Submissions in a reasonable way and may provide Submissions that are misleading, untrue or offensive. You should understand that Institutional Link cannot fully monitor or verify all Submissions published on the website.

Usage, Usage Limitations, Prohibited Usage

Institutional Link allows and grants a temporary revocable limited license to use (as described below) the website for presentations and reports as described below and subject to these Terms and Conditions.

You may use the website with its features and contents (together with any news articles, data or written reports sold or otherwise delivered to you, and any information received from the website, regardless of how it was communicated to you, the “Content”) only to create presentations and reports (the “Work Product”) as long as (a) the quantity of data incorporated from the Content into the Work Product is not significant and has no independent commercial value; (b) the Work Product is not issued on behalf of a third party that is not your business or institution; (c) the Work Product does not contain any pricing data obtained from or via the website; (d) the Work Product is not distributed to more than 500 individuals without the prior written consent of Institutional Link; (e) you do not remove any definitions, warnings or disclaimers found on the Content, part of the Content, or relating to the Content; (f) the incorporated Content clearly cites the source of the Content as either ‘SecondaryLink Data’ or ‘EvergreenLink Data’, matching the domain from which the Content was obtained, and including a hyperlink to that domain, and incorporates all related definitions, warnings or disclaimers (including those found in these Terms and Conditions); and (g) the Work Product is created solely by you and not generated, analyzed, modified, or processed by any artificial intelligence system. All screenshots, copies, extracts, or reproductions of Content are treated as Content and remain subject to these limitations. Institutional Link retains sole ownership over any Content incorporated into the Work Product.

If printing, copying and downloading features are made available to you, you may print, copy and download in accordance with any additional terms applicable for such features and only if such printing, copying and downloading does not amount in aggregate more than an insubstantial portion of the website.

You may not:

  1. Transfer, sell, rent, distribute, display or otherwise disclose the Content to anyone except as explicitly allowed herein;
  2. Use the website for advertisement, mass messaging, or spamming;
  3. Upload the Content into any customer relationship management (CRM) system, database, or platform unless expressly allowed to do so by Institutional Link in writing;
  4. Use the Content in furtherance of a product in competition to Institutional Link, including any competitive analysis of how we and the website compare to a competitor or competitor’s website, features, or services;
  5. Present the Content to potential investors, investors, or customers as part of any financial instrument or investment product;
  6. Use the website to manipulate or undermine the integrity of the capital or securities markets;
  7. Use the Content in the creation, structuring, or provision of any financial instrument or investment product;
  8. Use the Content directly in calculations required for the creation, structuring, or provision of any financial instrument or investment product, except with the prior written permission of Institutional Link subject to separate written agreement;
  9. Feed Content into any environment where the use, dissemination, alteration, retention or deletion of Content cannot be controlled by you (for example, shared data lakes, analytics platforms, or other internal or third-party systems).

You shall not use the website in any way if such use can be construed as a solicitation, offer, or recommendation to acquire or dispose any investment or engage in any transaction related to securities, including, but not limited to, recommendation to take any investment action or participate in any investment strategy. No effecting of investment transactions and no solicitation to invest, buy or sell any products (including investments) or offering of services is allowed, unless expressly allowed in writing by us. You shall not use any prices from Content, the website, or related literature, communications, or presentations to solicit, offer, recommend, or not recommend any investment product, investment related service, or investment advice, or to make a decision to lend, buy or sell an investment.

The use of automated software or programs (including so-called “web crawlers”) or manual processes to access the website and download or scrape large amounts of data is expressly prohibited. You acknowledge this prohibition as a condition of access, and undertake not to employ such technology to access the website. For clarity, you may not use or attempt to use any deep-link, scraper, robot, bot, spider, data-mining tool, computer code or any other automated device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, or monitor any portion of the website, including its features or any related content. Additionally, you may not, whether manually or through any automated or non-manual system, modify, decompile, decrypt, disassemble, or reverse-engineer any portion of the website, its features, or any related content (including software applications).

We may limit or deny usage on an individual user basis at our sole discretion. You acknowledge that while our primary intent with such usage restrictions is to prevent potential breach of the Terms and Conditions, to maintain the technical security of the website and to limit scraping, extraordinary but legitimate usage may also be prevented by such usage restrictions. If your extraordinary but legitimate usage is limited by such restrictions, we will attempt to find a mutually acceptable solution for the usage restrictions.

AI Usage

You may not directly or directly use any artificial intelligence system (“AI System”) to access, interact with, or use the website or any Content. “AI System” means any system, software, model, tool, or service that performs or enables machine learning, large language models, generative AI, or other automated predictive or decision-making techniques, whether standalone, embedded in another application, or accessed through a browser, extension, plugin, agent, or cloud-based service.

Without limitation, you must not:

  1. Provide, upload, input, or otherwise make available any Content—including screenshots, copies, extracts, manually transcribed data, downloads, exports, or any other reproduction of Content—to any AI System.
  2. Use any AI System to generate, analyze, summarize, transform, modify, or otherwise process Content or any materials that include or are derived from Content, including any presentations, reports, notes, dashboards, or similar materials.
  3. Use Content, or any materials that include Content, to train, fine-tune, retrain, validate, test, benchmark, or otherwise develop any AI System, dataset, feature set, embedding, index, synthetic data, or model.
  4. Use any AI System in connection with your internal systems (including data warehouses, data lakes, analytics platforms, business-intelligence tools, CRM systems, or collaboration tools) in any way that uses, incorporates, or is informed by Content.
  5. Access or attempt to access the website or any Content through any AI-powered tool, agent, automated assistant, browser extension, plugin, autonomous agent, or similar technology.

You are responsible for ensuring that any third-party tools, service providers, or contractors you use comply with this AI Usage section. Any act or omission by such third parties in relation to Content is deemed to be your act or omission.

Any actual or reasonably suspected breach of this AI Usage section is a material breach of these Terms and Conditions and may result in suspension or termination of your access to the website, blocking of accounts or IP addresses, and any other remedies available at law or in equity, including injunctive relief.

Content, User Representations and Linking

Institutional Link is not responsible or any content posted by the users. However, while Institutional Link is not responsible for user content added by any user, we reserve our right to be a final editorial authority on the user content. Even if you have been given editorial rights, we reserve the right to rescind that authority or to overwrite or change any of the content produced by you.

We make no guarantees or representation that the website users are who they represent themselves to be. We do not consistently or thoroughly check the users’ identity, representations or their status as an investor, manager, non-institutional investor or agent or other entity. We may not verify any information about users at all.

By providing links to other internet sites, we do not guarantee, approve or endorse the information or products available at these sites, nor does a link indicate any association with Institutional Link or the website or endorsement of the linked site by Institutional Link or the website. It is your own personal responsibility to evaluate the accuracy, completeness or usefulness of any information or any content linked to or available through the website. We make no claim or representation regarding, and accept no responsibility for, the quality, content, nature or reliability of any other internet sites accessible by hyperlink from the website, or any other internet sites linking to the website or Institutional Link. The linked internet sites are not under the control of Institutional Link and we are not responsible for the content of any linked internet site or any link contained in a linked internet site, or any review, changes or updates to such internet sites. When leaving the website via a linked internet site, you should be aware that the Terms and Conditions no longer govern, and therefore you should review the applicable terms, condition and policies, including privacy and data-gathering practices, of that other internet site.

Intellectual Property

You hereby acknowledge that the website, including all its features, software applications, and any related data, information, documentation, and other content, together with all intellectual property rights embodied therein: (a) are and shall remain the property of Institutional Link, (b) are protected under the patent, trademark, copyright, trade secret, confidential information and other intellectual property laws, and (c) were created, compiled, prepared, selected and arranged by us or our suppliers (as applicable) through the expenditure of substantial time, effort and resources and constitute valuable intellectual property of Institutional Link or its suppliers (as applicable).

If you want to use any part of the copyrighted material or other intellectual property for any purpose or use, you must request permission from us in writing to do so unless such use is expressly provided under these Terms and Conditions.

User Account Termination

Upon termination of your user account you agree that you must promptly expunge any Content you have in your possession and immediately discontinue use of the website. You may however retain, solely for records retention or regulatory purposes, any limited extracts of Content that had, prior to termination, been incorporated into your Work Product created by you prior to termination provided you continue to abide to these Terms and Conditions.

Specific Disclosure and Disclaimer

The Demand Rating is a five-star rating based on the number of SecondaryLink users who have placed a fund or company on their Buy List or Loan List (herein referred to as “Prime Buyers”). It is a relative measure: for funds it is determined by the number of Prime Buyers versus other funds with the same geography and strategy, and for companies it is determined by the number of Prime Buyers as compared to other companies on the website. The Demand Rating is not a measure of the investment merits or quality of the investment.

The SecLink Market Price is the top secondary bid for an individual asset based on pricing from our network of active, secondaries-focused financial advisors and buyers. Certain strategies like cleantech, timber, and turnaround funds are priced less frequently in the market, which causes their SecLink Market Prices to be more variable. Institutional Link (including on its website) does not establish the real market price for any investments or securities and does not create any market for any investments or securities. 

The SecLink Comp Price for a given fund is the average SecLink Market Price of funds with a similar geography focus, vintage and investment strategy to that given fund over the preceding 30-day period. If there are not enough SecLink Market Prices in the preceding 30-day period to meet minimum price requirements, the SecLink Comp Price lookback period will extend beyond the preceding 30 days. The SecLink Comp Price for a given company is the average SecLink Market Price of companies operating in similar verticals over the preceding 30-day period. If there are not enough SecLink Market Prices in the preceding 30-day period, the SecLink Comp Price will be based on the prices in the preceding 30 to 365-day period.

Institutional Link receives more pricing feedback for larger funds and companies that are more popular, which may create a bias in the computation of the SecLink Comp Price.

The pricing shown in the Price Indexes/Charts and Pricing Over Time sections and Reports are the average SecLink Market Prices for a given fund strategy, company vertical, vintage, geography, Demand Rating and fund size in the preceding time period. The length of the time period varies depending on the specifications for the specific chart or report.

The SecLink Market Prices, SecLink Comp Prices, Demand Ratings, and Prime Buyers are subjective and are based on limited buyer, investor, user and agent feedback and therefore are not guaranteed or warranted to be accurate, complete, or timely, or to represent the current, past or future liquidity, value or price of a given asset. The actual past, present and future number of interested buyers and pricing for a fund or company may differ significantly from the SecLink Market Prices, SecLink Comp Prices, Demand Ratings, and Prime Buyers. The SecLink Market Prices, SecLink Comp Prices, Demand Ratings, and Prime Buyers can change at any time and Institutional Link undertakes no obligation to update or revise them. Past performance (including SecLink Market Prices, SecLink Comp Prices, Demand Ratings, and Prime Buyers) does not guarantee future results. You shall not use or rely on the SecLink Market Prices, SecLink Comp Prices, Demand Ratings, Prime Buyers or other information within the website or Content when deciding to purchase or sell any security, or make an investment, or to predict the future value or liquidity of any investment. No price or rating found on the website is a measure of the investment merit or quality of a specific investment or security. Finally, the SecLink Market Prices, SecLink Comp Prices, Demand Ratings, and Prime Buyers are not intended as a measure or indicator of the value or demand of any underlying portfolio holdings within a fund or the quality of a fund or a company.

Relationship of the Parties

Nothing in this agreement will be construed to create a partnership, agency, or joint venture between you and us.

Notifications

If you believe that you are entitled or obligated to act contrary to these Terms and Conditions under any mandatory law, you agree to provide us with a detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to these Terms and Conditions, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

Email [email protected] if you believe any Terms and Conditions or copyrights are being breached.

Further Assurances

You agree to use reasonable efforts to do, make, execute, deliver, or cause to be done, made, executed, or delivered, all such further acts, documents, and things as we may reasonably require from time to time for the purpose of giving effect to these Terms and Conditions, including regularly reviewing the Terms and Conditions and updating your user registration information.

Assignment

You may not assign your rights and obligations under these Terms and Conditions without our written consent. In the event of the assignment, both you and assignee shall be responsible to us, jointly and severally, with respect to your obligations under these Terms and Conditions.

Waiver and Severability

If Institutional Link fails to exercise or enforce any right or provision of these Terms and Conditions, this shall not constitute waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intent of the provision in question, and the other provisions of these Terms and Conditions shall remain in full force and effect. For Institutional Link to waive its rights under these Terms and Conditions, such waiver must be expressly granted in writing. Any waiver by Institutional Link shall be construed as narrowly as reasonably possible.

Arbitration Option

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than US$100,000, Institutional Link may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event Institutional Link elects arbitration, the parties shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

Legal Jurisdiction

Any dispute between Institutional Link and you shall be governed by the applicable provincial laws of Ontario and applicable federal laws of Canada and shall be initiated in Ontario, Canada.

Amendments to the Terms and Conditions

We reserve the right to modify, supplement or replace any terms or conditions, effective upon posting at www.secondarylink.com/tac or www.evergreenlink.com/tac or by notifying you otherwise. If you do not want to agree to changes to the Terms and Conditions, you can terminate your user account and stop accessing this website. However, you agree to honor any Terms and Conditions that have been in place during your use or access of the website following the termination of your user account.