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INTRODUCTION

This Service Terms of Use Agreement was last updated October 11, 2012.

Financial Diligence Networks LLC (“Financial Diligence Networks”) makes available this web site located at: www.gofdn.com (the “Website”) and all Content (as defined below) and services available therein (such Website, Content and services, collectively, the “Service”) subject to the terms and conditions of this Service Terms of Use Agreement (the “Terms of Use”). By accessing and/or using the Service, you acknowledge that you have read, understand, and agree to abide by the terms described herein. If you do not understand or agree to these Terms of Use, you do not have permission to access and/or use the Service and you should immediately exit the Service. If you continue using the Service, you accept and agree to these Terms of Use.

These Terms of Use are a binding agreement between you and Financial Diligence Networks. Your use of the Service is governed by the version of the Terms of Use in effect on the date the Service is accessed by you. Financial Diligence Networks may modify these Terms of Use at any time and without prior notice. You should review the most current version of this document by visiting the Terms of Use link on the Service.

This Website and the Service are only available to Business Entities and Authorized Users (each, as defined below) (1) in the United States who are “accredited investors” within the meaning of Regulation D under the United States Securities Act of 1933 (“Accredited Investors”), (2) outside the United States only in circumstances where the provision of the Website and the Services is in accordance with local law, or (3) who are consultants, investment advisers or other agents acting solely on behalf of Accredited Investors or non-United States persons to the extent permitted under (2) above. Funds and Asset Managers (as defined below) may impose various additional restrictions on investors. Funds and Asset Managers are not offering any investment service or product by means of the Service but may provide information through the Service for information purposes to investors and prospective investors.

BY CLICKING ON THE “ACCEPT” BUTTON, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE AND YOU CONFIRM THAT YOU (AND ANYONE ON WHOSE BEHALF YOU MAY BE ACTING) ARE AN ACCREDITED INVESTOR IF YOU ARE BASED IN THE UNITED STATES OR, IF YOU ARE BASED OUTSIDE THE UNITED STATES, THAT YOU ARE ABLE TO USE THE SERVICES AND RECEIVE THE CONTENT UNDER APPLICABLE LAW OR, IF YOU ARE A CONSULTANT, INVESTMENT ADVISER OR OTHER AGENT, THAT YOU ACT ONLY ON BEHALF OF SUCH PERSONS OR ON BEHALF OF FUNDS AND ASSET MANAGERS AND IF YOU ARE BASED OUTSIDE THE UNITED STATES, THAT YOU ARE ABLE TO USE THE SERVICES IN YOUR CAPACITY AS AGENT AND RECEIVE THE CONTENT UNDER APPLICABLE LAW. SUCH ACCEPTANCE IS ON YOUR BEHALF AND ON BEHALF OF ANY ENTITY THAT EMPLOYS YOU AND/OR THAT YOU REPRESENT IN CONNECTION WITH YOUR USE OF THE SERVICE. IN THESE TERMS OF USE, “YOU” INCLUDES YOU INDIVIDUALLY, AND EACH ENTITY THAT YOU REPRESENT, INCLUDING EACH ASSET MANAGER AND EACH BUSINESS ENTITY. IF YOU DO NOT ACCEPT THESE TERMS OF USE AND/OR DO NOT OTHERWISE HAVE PERMISSION TO USE THE SERVICE DIRECTLY OR ON BEHALF OF THE ENTITY THAT YOU REPRESENT, YOU SHOULD CLICK THE “REJECT” BUTTON AND IMMEDIATELY EXIT THE SERVICE.

1. ACCESS REQUIREMENTS; SERVICE USAGE; RIGHTS AND RESTRICTIONS

1.1 Asset Managers, Business Entities and Authorized Users. Subject to the terms and conditions of these Terms of Use, the Service is available for use by Asset Managers, Business Entities and Authorized Users (each such user of the Service also referred to as “you”, “your” in these Terms of Use), each as defined and described below:

1.1.1 Asset Managers: The Service is available to managers or sponsors of private funds (“Funds”) who have entered into a separate Asset Manager Agreements with Financial Diligence Networks (each such manager or sponsor, a “Asset Manager”). In using the Service, Asset Managers shall be bound by these Terms of Use and the Asset Manager Agreement. Subject to the terms and condition of these Terms of Use along with the Asset Manager Agreement, Financial Diligence Networks grants Asset Manager a non-exclusive, non-sublicensable, terminable, revocable, non-transferable license to access the Service solely to share Content with Business Entities and Authorized Users and for related communications and disclosures and any additional functions set forth in the Asset Manager Agreement.

1.1.2 Business Entities: The Service is available to firms that register to use the Services as evaluators and have entered into a separate Evaluator Agreement with Financial Diligence Networks (each such firm, an “Evaluator”) and asset management firms that have entered into a separate Asset Management Agreement with Financial Diligence Networks (each such firm, an “Asset Manager). As used herein, Evaluators and Asset Managers are referred to collectively, as “Business Entities”). In using the Service, Evaluators shall be bound by these Terms of Use and the Evaluator Agreement and Asset Managers shall be bound by these Terms of Use and the Asset Management Agreement. Subject to the terms and conditions of these Terms of Use (along with the Evaluator Agreement and the Asset Management Agreement), Financial Diligence Networks grants Business Entity a non-exclusive, non-sublicensable, terminable, revocable, non-transferable license to access the Service to access, view and (to the extent not prohibited by the Evaluator Agreement or Asset Manager Agreement, as applicable) to use, manipulate and share the Content, but only in connection with (i) the evaluation of a possible investment in the Funds, (ii) the monitoring of investments in Funds on an ongoing basis and (iii) in the case of Asset Managers, monitoring of Evaluators, provided that Content may be shared directly and indirectly only with Authorized Users, Accredited Investors for whom an Evaluator acts as a consultant, investment adviser or other agent, and non-United States persons eligible to receive the content under applicable law and nothing herein shall permit the access, use, manipulation or sharing of Content in violation of the permissions granted to such Business Entity (and, if applicable, its Authorized Users) or the use, manipulation or sharing of Third-Party Content in a manner that conflicts with the legends or restrictions appearing on such Content.

1.1.3 Authorized Users: The Service is available to individual end users who have been (i) authorized by a Business Entity to use the Service as a representative of Business Entity; (ii) previously authorized by a Business Entity to use the Service as a representative of Business Entity but upon the termination of such Authorized User’s employment or consulting relationship with Business Entity has been (a) allowed by Financial Diligence Networks to continue as an independent authorized user of the Service or (b) authorized by a different Business Entity to use the Service as its representative; and/or (iii) otherwise invited by an Authorized User or authorized by Financial Diligence Networks to be an independent authorized user of the Service. Subject to the terms and condition of these Terms of Use, Financial Diligence Networks grants Authorized User a non-exclusive, non-sublicensable, terminable, revocable, non-transferable license to access) the Service to access, view and (to the extent not prohibited by the Evaluator Agreement or Asset Manager Agreement, as applicable) to use, manipulate and share the Content, but only in connection with (i) the evaluation of a possible investment in the Funds, (ii) the monitoring of investments in Funds on an ongoing basis and (iii) in the case of Asset Managers, monitoring of Evaluators, provided that Content may be shared directly and indirectly only with Authorized Users, Accredited Investors for whom an Evaluator acts as a consultant, investment adviser or other agent, and non-United States persons eligible to receive the content under applicable law and nothing herein shall permit the access, use, manipulation or sharing of Content in violation of the permissions granted to such Authorized User or the use, manipulation or sharing of Third-Party Content in a manner that conflicts with the legends or restrictions appearing on such Content.

1.2 Registration Data. Upon registration for the Service you shall be required to provide certain information to Financial Diligence Networks. You agree to provide true, accurate, complete and current information. You will be required to enter a user name and password in order to obtain access to the Service. For your protection you agree not to share your user name and password with any third party for any purpose. You are solely responsible for any information you provide in connection with the Service and your use thereof and you shall also be responsible for all activity occurring under the use of your user name and password. You agree that you shall notify Financial Diligence Networks immediately in the event that you learn or suspect that the security of your user name and/or password has been compromised.

1.3 Access Rights and Permissions. Business Entities will have the ability to establish certain access rights and permissions for the Authorized Users who will be permitted to access and use the Service on their behalf. If you are using the Service as an Authorized User of a Business Entity, you agree that you shall not attempt to access any Content, information and/or Service features other than those to which you have been granted access by the Business Entity that you represent. Furthermore, if you are using the Service as an Authorized User of a Business Entity, you acknowledge and agree that upon the termination or your employment relationship or consulting agreement with such Business Entity, any specific permissions and/or access rights granted by such Business Entity shall terminate. Each Business Entity and Authorized User agrees not to access, use, manipulate or share Content in violation of the permissions granted to such Business Entity and/or, as applicable, Authorized User, and not to use, manipulate or share Third-Party Content in a manner that conflicts with the legends or restrictions appearing on such Content.

1.4 Equipment. You are solely responsible for obtaining and maintaining all of the equipment, hardware, software, services and material that are required to access the Service. Without limiting the foregoing, you must pay all charges, taxes, and other costs and fees related to obtaining your own Internet access, telephone, computer, and other equipment and any communications or other charges incurred by you to access to the Service.

1.5 Your Conduct. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted transmitted or shared by you on or through the Service will violate or infringe upon the rights of any third party or contain any libelous, defamatory or unlawful material. Specifically, you expressly acknowledge and agree that you will not submit information that would be a violation of your employer’s policies, nor will you submit information that violates any agreements to which you are subject (including, without limitation, any confidentiality agreements) insider trading regulations, SEC regulations and all other applicable laws, rules and regulations.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Copyright. The Service and all Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content (except that you (or the Business Entity you represent) may have rights to Third Party Context that you (or the Business Entity you represent) have posted), and you will not use, copy or display the Content except as permitted under these Terms of Use. No other use of the Service or the Content (other than Third Party Content that you (or the Business Entity you represent) have posted) is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose unless expressly authorized by the Evaluator Agreement, the Asset Manager Agreement and any applicable permissions. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited except to the extent expressly authorized by permissions and/or the Evaluator Agreement or Asset Manager Agreement. If you violate any part of these Terms of Use, your right to access and/or use the Content and Service shall automatically terminate and you shall immediately destroy any copies you have made of the Content (other than Third Party Content in or to which you have express legal rights).

3.2 Trademarks. The trademarks, service marks, and logos of Financial Diligence Networks (the “FDN Trademarks”) used and displayed on the Service are registered and unregistered trademarks or service marks of Financial Diligence Networks. Other company, product, and service names displayed on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the FDN Trademarks, the “Trademarks”). Nothing in the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Service without the prior written consent of the applicable Trademark owner specific for each such use (which may be granted by means of the Evaluator Agreement, the Asset Manager Agreement and any applicable permissions). The Trademarks may not be used to disparage Financial Diligence Networks or the applicable third-party, Financial Diligence Networks and/or third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Financial Diligence Network approves the establishment of such a link by prior written consent. All goodwill generated from the use of any FDN Trademark shall inure to Financial Diligence Networks’ benefit.

3.3 Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials made available through the Service infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA. Notices and counter notices with respect to the Service should be sent to Financial Diligence Networks at:

By Mail:

    Jacqueline Klosek
    Goodwin Procter LLP
    620 Eighth Avenue
    New York, NY 10018-1405
    

By Email: jklosek@goodwinprocter.com

3.4 Feedback: By providing us with feedback, suggestions and/or comments about the Service and/or posting views, commentary or other information about the Funds on the Service (collectively, the “Feedback”), you acknowledge that you also give to us, without charge, a worldwide, perpetual, royalty-free, non-exclusive right and license to use, share and commercialize your Feedback in any way and for any purpose on the Service. You expressly acknowledge and agree that you will not give Feedback that is subject to a license that requires us to license its software or documentation to third parties because we include your Feedback in them.

4. CONFIDENTIALTY

You acknowledge and agree that in connection with your use of the Service, you may have access to certain confidential and proprietary information regarding Financial Diligence Networks and various third parties, including the Asset Managers (“Confidential Information”). Confidential Information shall include all information obtained by you in connection with your use of the Service, including, without limitation, all Third Party Content made available by Asset Managers. Except as otherwise expressly permitted by the applicable Fund or Asset Manager in writing (including in permissions or expressly contemplated in the Evaluator Agreement), you agree to hold all Confidential Information in strictest confidence and not to use or divulge any Confidential Information to any third party in violation of these terms of Use; provided that this provision shall not restrict Business Entities from sharing Confidential Information within their organizations so long as such Confidential Information remains subject to the limitations set forth in these Terms of Use and both you and Financial Diligence Networks may disclose Confidential Information to the extent required by judicial order, law, rule or regulation, or as part of an inspection or a request by a governmental agency or sub-regulatory agency. You agree to notify Financial Diligence Networks immediately in the event that you determine or suspect that any Confidential Information has been compromised.

5. DISCLAIMERS

5.1 Disclaimer of Warranties. FINANCIAL DILIGENCE NETWORKS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “FDN PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND/OR THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE FDN PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICE AND THE CONTENT AT YOUR OWN RISK. THE FDN PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE OR THAT THE SERVICE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO FDN PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

5.2 Service Access and Availability. If the Service was not available for any period or any time, Financial Diligence Networks shall not be liable. Financial Diligence Networks give no warranties as to the accessibility, performance or availability of the Service. Temporary suspension of access to the Service or service interruption may occur without notice at our discretion including without limitation in the case of repair, maintenance, system failure or for reasons beyond our control. Financial Diligence Networks reserves the right to suspend the operation of the Service and/or any part thereof. You agree that neither Financial Diligence Networks nor its third party providers will be liable to you in any way for the termination, suspension, interruption, delay of any of the services and products on the Service.

5.3 No Recommendations or Advice Provided. Financial Diligence Networks does not make recommendations or offer investment advice of any kind. Financial Diligence Networks assumes no responsibility for the Content and/or any Third Party Content. Although Financial Diligence Networks may provide Content and make available other Third Party Content through the Service, you should not construe any such information as advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any such information and the making of any investments. Investments are subject to risk and investors may lose money. You acknowledge and agree that any investment decisions you make as a result of using the Service are made entirely at your election and that the Service and its Content and Third Party Content are solely additional sources of information that you may or may not elect to use in making those determinations.

6. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the FDN Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach these Terms of Use and/or your access to, use or misuse of Services and/or Content. Financial Diligence Networks shall provide notice to you of any such claim, suit, or proceeding. Financial Diligence Networks reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Financial Diligence Networks’ defense of such matter.

7. LIMITATION OF LIABILITY

7.1 LIMITATIONS OF LIABILITY.IN NO EVENT SHALL ANY FDN PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE AND/OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE THAT NONE OF THE FDN PARTIES WILL BE HELD LIABLE FOR ANY INVESTMENT LOSSES OR GAINS ARISING OUT OF AND/OR RESULTING FROM THE SERVICE (INCLUDING THE CONTENT AND THIRD PARTY CONTENT).

7.2 ACKNOWLEDGEMENT. YOU ACKNOWLEDGE AND AGREE THAT FINANCIAL DILIGENCE NETWORKS HAS OFFERED ITS SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS OF USE, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND FINANCIAL DILIGENCE NETWORKS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND FINANCIAL DILIGENCE NETWORKS. FINANCIAL DILIGENCE NETWORKS WOULD NOT BE ABLE TO PROVIDE THE SERVICE, SERVICES AND PRODUCTS TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

7.3 STATE LAW LIMITATIONS. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7.4 CLAIMS LIMITATIONS. YOU AND FINANCIAL DILIGENCE NETWORKS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE FINANCIAL DILIGENCE NETWORKS SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

8. TERMINATION

You agree that Financial Diligence Networks, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) that an Authorized User may have with Financial Diligence Networks or any Authorized User’s use of the Service. Each Authorized User and, except as may otherwise be expressly agreed with a Business Entity in an Evaluator Agreement or Asset Manager Agreement, each Business Entity agrees that any termination of your access to the Service or any account you (or your Authorized Users) may have or portion thereof may be effected without prior notice, and you agree that Financial Diligence Networks will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Financial Diligence Networks may have at law or in equity.

9. GENERAL

9.1 Notice. Financial Diligence Networks may provide you with notices, including those regarding changes to Financial Diligence Networks’ terms and conditions, by email, regular mail or postings on the Service. Notice will be deemed given twenty-four hours after email is sent, unless Financial Diligence Networks is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Service is deemed given 30 days following the initial posting.

9.2 Privacy. Financial Diligence Networks recognizes and respects the importance of protecting the privacy of all information provided by users. Financial Diligence Networks collects and stores information about its users, as described in our Privacy Policy available at: https://secure.gofdn.com/pages/privacy, which is incorporated herein by reference.

9.3 Eligibility. Without limiting the foregoing, the Service is not available where it is illegal to use, and Financial Diligence Networks reserves the right to refuse and/or cancel the provision of the Service to anyone at its own discretion. Because of the global nature of the Internet, you agree to comply with all local rules regarding online conduct, including all laws, rules, codes and regulations of the country in which you reside and the country from which you access the Service. You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms of Use are contingent on your compliance with this provision.

9.4 Waiver. The failure of Financial Diligence Networks to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by Financial Diligence Networks.

9.5 Governing Law and Jurisdiction. These Terms of Use are governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflict of laws and the competent Courts of the Commonwealth of Massachusetts shall have exclusive jurisdiction and venue over all disputes related to the Service.

9.6 Severability. If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Use to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

9.7 Assignment. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Financial Diligence Networks without restriction. Any assignment attempted to be made in violation of this Terms of Use shall be void.

9.8 Survival. Upon termination of these Terms of Use, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to the following Sections: 3, 4, 5, 6, 7, 8 and 9.

9.9 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Use, and will not be deemed to limit or affect any of the provisions hereof.

9.10 Entire Agreement. These Terms of Use, along with the Privacy Policy, along with the Asset Manager Agreement (applicable for Asset Managers only), the Evaluator Agreement (applicable for Evaluators only) and the Asset Management Agreement (applicable to Asset Managers only) represents the entire agreement between you and Financial Diligence Networks relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms of Use by Financial Diligence Networks as set forth herein.