Santangel's Roundtable Manager Registration

These Terms and Conditions of Participation (these “Terms”), together with the applicable registration materials, govern participation by an investment manager or investment firm (the “Manager”) in any Santangel’s Roundtable or other event organized by Santangel’s Review, LLC (“Santangel’s”) (each, an “Event”).By registering for an Event, the Manager agrees to these Terms. The individual completing the registration represents and warrants that he or she is authorized to register and accept these Terms on behalf of the Manager. The Manager is responsible for ensuring that each of its employees, principals, representatives, agents and other individuals attending the Event on its behalf (collectively, “Representatives”) is made aware of and complies with these Terms.

1. Registration and Participation|
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1.1 Admittance
Registration entitles the Manager and its registered Representatives to attend the Event for which the Manager has registered, subject to these Terms and any eligibility or attendance requirements established by Santangel’s.Registration may not be transferred to another firm. The Manager may request to substitute its Representatives, subject to Santangel’s prior approval.All travel, lodging and other costs associated with participation in the Event are the sole responsibility of the Manager and its Representatives. Santangel’s will have no responsibility or liability for such costs.

1.2 Event Schedule, Meetings and Content
Santangel’s reserves the right to modify the Event as reasonably necessary, including its schedule, format, venue, speakers, presenters, programming, meeting schedules, networking sessions and other content.Santangel’s will use reasonable efforts to administer the Event and scheduled meetings as contemplated. However, individual attendees may cancel, change their schedules or fail to attend. Santangel’s does not guarantee the attendance of any particular allocator, the completion of any particular meeting, or any investment, allocation, introduction, business relationship or other result arising from participation in the Event.

1.3 Manager Representatives
The Manager is responsible for the conduct of its Representatives and for ensuring that they comply with these Terms and all applicable laws, regulations, professional obligations and venue policies.Santangel’s reserves the right, in its reasonable discretion, to refuse admission to or remove any individual whose conduct is disruptive, inappropriate, unlawful, inconsistent with these Terms or detrimental to the Event or its participants.

2. Manager Materials and Information

2.1 Distribution of Manager Materials
The Manager authorizes Santangel’s to reproduce, organize and make available to registered allocator attendees information and materials submitted by or on behalf of the Manager in connection with the Event, including information submitted through the registration process, manager summaries, presentations, marketing materials, due diligence materials and other materials approved or provided by the Manager (collectively, “Manager Materials”).Santangel’s may include Manager Materials in an Event data room, manager summary deck or similar materials made available to registered allocator attendees in connection with the Event.The Manager retains ownership of its Manager Materials. The foregoing authorization constitutes a limited license to use, reproduce and distribute the Manager Materials solely in connection with the Event and related communications and administration.

2.2 Manager Responsibility for Materials and Communications
The Manager is solely responsible for its Manager Materials and for all statements, presentations and information provided by the Manager or its Representatives in connection with the Event.The Manager represents and warrants that:
(a) it has all rights and authority necessary to provide the Manager Materials and authorize their use as described in these Terms;
(b) the Manager Materials and statements made by the Manager or its Representatives will not contain any materially false or misleading statement or omit any information necessary to make the information presented, in light of the circumstances in which it is presented, not materially misleading;
(c) the Manager Materials and the Manager’s participation in the Event will comply with all laws, rules and regulations applicable to the Manager, including applicable securities laws and regulations and applicable requirements governing investment adviser marketing and communications; and
(d) the Manager will obtain any internal, legal, compliance or regulatory approvals required for its Manager Materials and participation in the Event.Santangel’s is entitled to rely on these representations and does not undertake responsibility for independently reviewing Manager Materials for legal, regulatory or compliance purposes.

3. Securities and Investment Matters

3.1 Manager Responsibility
Each Manager is solely responsible for determining the legal and regulatory requirements applicable to its participation in the Event, its communications with potential investors, the distribution of its materials, and any offer or solicitation relating to any fund, security, investment product or investment advisory service.Nothing in these Terms authorizes the Manager or any Representative to engage in conduct that would violate applicable securities laws, regulations, licensing requirements or other legal or regulatory obligations.

3.2 No Recommendation or Endorsement
The invitation, acceptance, participation or inclusion of any Manager, fund, investment strategy or other participant in an Event does not constitute an endorsement, recommendation, approval or determination by Santangel’s Review, LLC or Hollister Associates, LLC (“Hollister”) regarding the merits, suitability, quality, legality or advisability of any Manager, fund, investment strategy, security or investment.Neither Santangel’s nor Hollister represents that any Manager or investment opportunity presented or discussed in connection with the Event is suitable or appropriate for any particular investor.Each prospective investor is solely responsible for conducting its own due diligence, evaluating any Manager and investment opportunity, making its own investment decisions, and consulting its own investment, legal, tax, regulatory, accounting and other advisers.Steven Friedman and Ted Sirbaugh are registered representatives of Hollister Associates, LLC. Santangel’s Review, LLC is a separate business and is not affiliated with Hollister. Hollister is referenced in this Section solely for purposes of the foregoing disclaimer. Hollister is not a party to these Terms, and nothing in these Terms creates any contractual relationship between the Manager and Hollister.

3.3 No Investment or Professional Advice
The Event and materials prepared or distributed by Santangel’s in connection with the Event are intended to facilitate discussion and introductions among professional investment managers and investors.Nothing provided by Santangel’s in connection with the Event constitutes investment, legal, tax, accounting or regulatory advice, or a recommendation to purchase, sell or hold any security or make any investment.Statements and opinions expressed by Managers, allocators, speakers and other participants are solely those of the applicable participant and do not necessarily reflect the views of Santangel’s.

4. Confidentiality and Conduct

4.1 Private Nature of the Event
The Event is intended to be a private forum for professional discussions among registered participants.Participants may not publicly disclose, publish, broadcast or attribute statements made by another participant at the Event without that participant’s prior consent.In particular, discussions at the Event may not be quoted, attributed or provided to any media outlet or journalist without the prior consent of the person whose statements would be disclosed.

4.2 Confidential Materials
The Manager may not reproduce, publish, distribute or otherwise disclose non-public materials provided by Santangel’s or another Event participant except:(a) to its Representatives and professional advisers who reasonably need the information for legitimate business or investment purposes and who are subject to appropriate confidentiality obligations;(b) with the prior consent of the party that provided the information; or(c) where disclosure is required by applicable law, regulation, subpoena, court order or governmental authority.These restrictions do not apply to information that the Manager can demonstrate:(a) is or becomes publicly available through no breach of these Terms;(b) was lawfully known to the Manager without restriction before disclosure;(c) was independently developed without use of the confidential information; or(d) was lawfully obtained from another person without an obligation of confidentiality.

4.3 Attendee Information
Attendee lists, contact information, meeting schedules, allocator information and other non-public information regarding Event participants are provided solely for legitimate purposes related to participation in the Event.The Manager may use contact information obtained through the Event for appropriate business follow-up with the applicable attendee but may not sell, publish, broadly distribute or provide an Event attendee list or other non-public attendee information to an unrelated third party.

4.4 Recording and Photography by Participants
Participants may not audio record, video record, livestream or otherwise record or broadcast any presentation, meeting, discussion or other portion of the Event without the prior consent of Santangel’s and the individuals being recorded.Santangel’s may separately designate particular sessions, discussions or materials as not subject to photography.

5. Event Photography and Promotional Use
Santangel’s or its designated photographers may photograph or record general portions of the Event for archival, editorial and promotional purposes.By attending the Event, each Manager and its Representatives acknowledge that they may appear in photographs or video footage taken in common areas or during Event programming and authorize Santangel’s to use such photographs or footage in connection with Santangel’s business, including on its website, in Event recaps, on social media and in other promotional or informational materials, without additional compensation.A Representative who does not wish to be featured in an identifiable individual photograph or video may notify Santangel’s in writing before the Event, and Santangel’s will use reasonable efforts to honor that request.

6. Privacy
Santangel’s may collect and use information submitted by the Manager and its Representatives as reasonably necessary to evaluate registrations, organize and administer the Event, arrange meetings, communicate with participants, maintain business records and provide related services.Information may be disclosed as reasonably necessary to service providers, venues, technology providers, professional advisers and other Event participants where appropriate to the purpose of the Event.Because the Event is designed to facilitate introductions between investment managers and allocators, the Manager acknowledges that its identity, contact information, Manager Materials and other information submitted for that purpose may be made available to registered allocator attendees.Santangel’s does not sell attendee personal information to third parties for their independent marketing purposes.

7. Cancellation, Rescheduling and Force Majeure

7.1 Manager Cancellation
Unless otherwise expressly provided in the applicable registration materials or agreed by Santangel’s in writing, registration fees are non-refundable if the Manager cancels its participation.A Manager that is unable to attend may request to substitute another appropriate Representative from the same firm, subject to Santangel’s approval.

7.2 Event Cancellation or Rescheduling
Santangel’s may postpone, reschedule, relocate or modify an Event where reasonably necessary.If Santangel’s cancels an Event and does not reschedule the Event to occur within 120 days of the originally scheduled date, the Manager will be entitled to a refund of the participation fee paid for that Event. Such refund will constitute Santangel’s sole financial obligation arising from cancellation of the Event.If the Event is rescheduled to occur within 120 days of the originally scheduled date, the Manager’s registration and participation fee will automatically apply to the rescheduled Event.

7.3 Force Majeure
Santangel’s will not be liable for any delay, modification, relocation or cancellation caused by circumstances beyond its reasonable control, including severe weather, natural disasters, fire, flood, epidemic or public health emergency, acts or threats of terrorism, war, civil disturbance, governmental action, labor disruption, transportation interruption, utility or technology failure, venue unavailability or similar circumstances.Nothing in this Section alters the refund right expressly provided in Section 7.2 if an Event is ultimately cancelled and not rescheduled within the applicable 120-day period.

8. Disclaimer of Warranties
Information presented or exchanged at the Event may be provided by Managers, allocators, speakers or other third parties. Santangel’s does not undertake to independently verify the completeness, accuracy or reliability of such information.To the fullest extent permitted by applicable law, the Event, Event materials and related services are provided without any representation or warranty, express or implied, regarding their accuracy, completeness, merchantability, fitness for a particular purpose, investment performance or results.Santangel’s has no responsibility for any investment decision, investment performance, transaction, failure to invest, failure to raise capital, business relationship or other action taken or not taken by any participant as a result of an Event or information obtained in connection with an Event.No Manager should rely on Santangel’s for legal, regulatory, tax, accounting, investment or other professional advice.

9. Limitation of Liability
To the fullest extent permitted by applicable law, Santangel’s and its members, managers, officers, employees, representatives and agents (collectively, the “Santangel’s Parties”) will not be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, or for any lost profits, lost investment opportunity, lost business opportunity or similar economic loss, arising out of or relating to the Event or these Terms, regardless of the theory of liability.To the fullest extent permitted by applicable law, the maximum aggregate liability of Santangel’s arising out of or relating to the Event or these Terms, whether in contract, tort, negligence or otherwise, will not exceed the participation fee actually paid by the Manager to Santangel’s for the applicable Event.Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.

10. Indemnification
The Manager agrees to indemnify, defend and hold harmless the Santangel’s Parties from and against any third-party claim, action, proceeding, liability, loss, damage, judgment, cost or reasonable expense, including reasonable attorneys’ fees, arising out of or relating to:
(a) the Manager Materials;
(b) any materially false, misleading or unlawful statement or communication made by the Manager or its Representatives;
(c) the Manager’s or any Representative’s violation of applicable law or regulation in connection with the Event;
(d) the Manager’s or any Representative’s breach of these Terms; or(e) the misconduct, negligence or unlawful acts of the Manager or its Representatives.

The Manager will have no obligation under this Section to the extent a claim results from the gross negligence, willful misconduct or violation of law by the Santangel’s Party seeking indemnification.

11. Health, Safety and Venue Requirements
The Manager and its Representatives must comply with all applicable laws and reasonable health, safety, security and operational requirements imposed by Santangel’s or the Event venue and in effect at the time of the Event.Each participant is responsible for determining whether he or she is able to safely attend and participate in the Event.

12. Intellectual Property
Except for Manager Materials, all Event materials created by Santangel’s, including Event branding, schedules, manager summary compilations, written content, graphics and other proprietary materials, remain the property of Santangel’s or its applicable licensors.No right or license to use Santangel’s names, trademarks, logos or other intellectual property is granted except with Santangel’s prior written consent.Nothing in these Terms transfers ownership of a Manager’s own trademarks or Manager Materials to Santangel’s.

13. No Partnership, Agency or Fiduciary Relationship
Participation in an Event does not create a partnership, joint venture, fiduciary relationship, employment relationship or agency relationship between the Manager and Santangel’s.Neither party has authority to bind the other or make commitments on the other party’s behalf except pursuant to a separate written agreement expressly providing otherwise.

14. Governing Law and Disputes
These Terms and any dispute arising out of or relating to these Terms or the Event will be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles.The Manager and Santangel’s consent to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Massachusetts with respect to any action or proceeding arising out of or relating to these Terms or the Event, and each waives any objection based on lack of personal jurisdiction, improper venue or forum non conveniens.

15. General Provisions

15.1 Entire Agreement
These Terms, together with the applicable Event registration materials, constitute the entire agreement between Santangel’s and the Manager regarding participation in the Event and supersede prior or contemporaneous understandings relating to that subject matter.These Terms do not amend, supersede or otherwise affect any separate written agreement between the Manager and Santangel’s or any other person concerning services or matters outside the Manager’s participation in the Event.

15.2 Amendments
Santangel’s may update these Terms from time to time for future Events. The Terms presented to and accepted by the Manager in connection with its registration will govern that registration unless Santangel’s and the Manager otherwise agree in writing.

15.3 Severability
If any provision of these Terms is determined to be invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

15.4 Waiver
A failure or delay by Santangel’s in exercising any right under these Terms will not constitute a waiver of that right.

15.5 Electronic Acceptance
Electronic acceptance of these Terms, including acceptance through an online registration process, will have the same force and effect as a handwritten signature to the extent permitted by applicable law.