I. Introduction and Acceptance
Welcome to Old Well Labs, Inc. (the “Vendor” or “Platform”). By accessing or using this site, you agree to be bound by these Terms of Service and Disclaimer (the “Terms”), together with the Terms and Conditions of your Master Subscription Agreement (“MSA”) and Order Form(s). Your continued use of the Platform constitutes your full acceptance of all terms, notices, and disclaimers described herein. Should you not accept these terms in their entirety, you are instructed to discontinue use of the site immediately.
II. Platform Description and Services
The Platform is a passive information repository that provides a comprehensive online platform that enables qualified investors to view, search, and evaluate information, performance data, and documentation relating to public and private securities, investment funds, investment managers and sponsors, and related news. Fund sponsors are similarly enabled to upload, manage, and share fund materials for informational purposes only. The Platform's core functionalities include advanced search capabilities, evaluation tools, downloading functionality, and administrative tools for fund sponsors to manage submissions. Your access to specific content and features will depend upon your MSA and Order Form, and the permissions associated with your account. The Vendor will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, but neither guarantees continuous, uninterrupted access to its services, nor warrants that all features will remain available at all times.
III. User Eligibility and Representations
To access the Platform, users must meet specific eligibility requirements and make certain representations regarding their status and authority. Specifically, investors accessing private fund materials or other restricted content must meet the applicable definition of "accredited investor" under federal securities laws or represent an entity or individual that is an “accredited investor”. All users must be at least eighteen (18) years of age and must comply with the eligibility requirements imposed by the jurisdictions in which they reside or from which they access the Platform. Fund sponsors who seek to upload materials to the Platform represent and warrant that they possess proper authority under applicable law and their governing documents to upload such information, that all information submitted is accurate and complete to the best of their knowledge, and that their use of the Platform complies with all applicable industry regulations, securities laws, and other legal requirements. The Platform assumes no responsibility for ensuring that fund sponsors comply with the Securities Act of 1933, the Securities and Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or any regulations or safe harbors thereof, and fund sponsors are solely responsible for ensuring all uploaded materials comply with all applicable securities laws and regulations. Sponsors may not rely on the Platform's acceptance of uploaded materials as constituting approval or validation of compliance with any applicable law.
IV. Investment and Regulatory Disclaimers
The information presented on this Platform, whether uploaded by sponsors or derived from third-party sources, does not constitute investment advice, a solicitation to purchase or sell any securities, or a recommendation to engage in any particular investment. No fiduciary or advisory relationship is established between any user and the Platform as a result of accessing or using this site, regardless of the nature of the information reviewed. Each user is independently responsible for ensuring their use of the Platform and any investment decisions made in connection therewith comply with all applicable securities laws, including provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and any applicable state securities laws. The Company is not a registered investment advisor, registered broker-dealer, or otherwise licensed to provide investment advice or recommendations.
The Platform is a passive information repository designed to facilitate access to information and is not a placement agent, broker-dealer, investment adviser, financial services company, or otherwise licensed to provide investment advice. The Platform does not promote any particular investment opportunity, execute or negotiate securities transactions, process capital commitments, provide investment advice, engage in any form of securities distribution or placement activity, act as a custodian, act as administrator or intermediary for investor capital, or represent fund sponsors or investors in any capacity.
Users are strongly encouraged to review resources provided by regulatory agencies, including the U.S. Securities and Exchange Commission at http://www.sec.gov and the Financial Industry Regulatory Authority at http://www.finra.org, to ensure a comprehensive understanding of their legal obligations and protections.
V. User Responsibilities and Conduct
Users of this Platform bear distinct responsibilities depending on their role. Investors accessing fund information are solely responsible for conducting thorough, independent due diligence before making any investment decision. This responsibility includes, but is not limited to, independently verifying all information presented, seeking independent legal and tax advice, assessing the suitability of any potential investment in light of their personal financial situation, investment objectives, risk tolerance, and time horizon, and satisfying themselves as to the qualifications and track record of investment sponsors. Investors must make all investment decisions based on their own analysis and judgment, without reliance on the Platform, its operators or users. Fund sponsors uploading materials to the Platform must ensure the complete accuracy, truthfulness and completeness of all information submitted. Sponsors must further ensure that all uploaded materials comply with applicable securities laws, do not infringe upon third-party intellectual property rights, do not contain material misstatements or omissions, and do not violate any confidentiality agreements or obligations owed to users or other third parties.
Users, both investors and sponsors, are prohibited from engaging in certain activities on or in connection with the Platform. These prohibited activities include, without limitation, submitting fraudulent, deceptive, or misleading information in any form; misrepresenting one's qualifications, accreditation status, or authority; violating securities laws or regulations; misusing information; breaching confidentiality obligations; engaging in market manipulation; violating anti-money laundering or sanctions laws; or engaging in any other unlawful conduct. Users must maintain the security of their account credentials and login information at all times and are strictly prohibited from sharing such information with any third party or permitting unauthorized access to their account. Users agree to notify the Platform immediately upon discovering any unauthorized use of their account.
VI. Permitted and Prohibited Uses
The Platform grants users certain rights to use the site and its content, subject to limitations. Investors may use the Platform for legitimate internal business analysis, evaluation of potential investments, research and due diligence activities, and personal portfolio assessment, provided such use is conducted solely for the user's own benefit. Fund sponsors may use the Platform to upload fund documentation, update fund information and manage their fund profiles in accordance with these Terms.
Users are strictly prohibited from using the Platform in ways that would violate these Terms or applicable law. Specifically, users may not commercially redistribute, reproduce, or otherwise exploit any content from the Platform except as expressly authorized; may not engage in data mining, scraping, or systematic extraction of information from the Platform; may not use Platform data, content, or tools to develop competitive products or services; may not use the Platform's content or data to train artificial intelligence systems, machine learning models, or analytics tools; may not permit third parties to access or use the Platform through their account; may not circumvent any technical measures designed to protect the Platform or its content; and may not engage in any other use that the Platform determines, in its sole discretion, to be inappropriate or harmful to the Platform's operations or other users. Users may not reference or incorporate Platform content in external publications without the Platform’s written consent.
VII. Content Ownership and Licenses
Content appearing on the Platform, including but not limited to website design, graphics, text, data, software, and other materials, is the proprietary property of the Vendor and is protected under United States copyright law and international copyright treaties. The Platform and its operators retain all rights, title, and interest in such content. By uploading materials to the Platform, fund sponsors grant to the Platform a royalty-free, time-limited, worldwide, non-exclusive license to display such uploaded materials to registered users of the Platform. This license does not transfer ownership of sponsor-provided content to the Platform but rather permits the Platform to utilize such content for its intended purpose as a database for public securities and private fund information. Feedback, suggestions, or ideas submitted to the Platform may be used by the Platform for any purpose without obligation to the user and without compensation. By submitting such feedback, users grant the Platform an unrestricted right to use such content.
VIII. Investment Risk Disclosures
Users must understand the significant risks associated with investments, including private fund investments, and relying on information presented through this Platform. The Platform makes no warranties, representations, or guarantees regarding the accuracy, completeness, timeliness, or reliability of any information or data displayed, whether derived from public information or filings, uploaded by sponsors or derived from third-party sources. Users should not assume that any information is accurate or current and should independently verify all material information before relying upon it for any purpose.
Past performance of any fund, investment, or strategy is not a guarantee or reliable indicator of future results. Performance data presented on the Platform may be calculated using different methodologies, may have been subject to various market conditions, and may not be comparable across different time periods or fund managers. Performance data presented by individual fund sponsors may not have been independently verified and may be subject to selection bias or other limitations. Statements regarding future fund performance, market conditions, or investment returns are forward-looking statements that are necessarily speculative in nature and subject to significant risks and uncertainties. Actual results may differ materially from those expressed in such forward-looking statements.
All investments involve the substantial risk of loss, including the potential loss of the entire principal amount invested. Private fund investments are generally illiquid, may involve extended lock-up periods, may be subject to significant fees and expenses, may involve complex tax consequences, and may involve significant leverage or other risks not typical of more traditional investments. The suitability of any investment for a particular investor depends on numerous factors including, without limitation, the investor's financial position, investment objectives, risk tolerance, time horizon, tax situation, and overall portfolio composition. Each investor must independently determine the suitability of any investment based on their own circumstances and should consult with qualified financial, legal, and tax advisors before committing capital to any fund. The Platform makes no recommendation as to the suitability of an investment for any particular investor.
IX. Third-Party Content and Information Providers
The Platform depends on information provided by public sources, fund sponsors and other third parties. The Platform itself does not independently investigate, audit, or verify the accuracy, completeness, or lawfulness of public information or information submitted by sponsors or derived from third-party sources. Each fund sponsor bears sole responsibility for ensuring that the information they upload is accurate, truthful, complete, and compliant with all applicable laws. The Platform is not liable for inaccuracies, omissions, or misstatements contained in sponsor-provided information, nor is the Platform liable for any consequences arising from reliance on such information.
The Platform may from time to time include links or references to third-party websites, content providers, or information sources. Such links are provided for convenience and informational purposes only and do not constitute an endorsement, recommendation, or guarantee of any third-party content. Users are solely responsible for reviewing the terms of service, privacy policies, and content of any third-party websites they access through Platform links. The privacy practices, security measures, and content policies of third-party sites are beyond the control of the Platform and are the user's responsibility to evaluate and understand.
X. Warranties and Disclaimers
The Platform and all content provided through it are offered on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by applicable law, the Platform disclaims all representations and warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, and freedom from defects or viruses. Except to the extent provided in the Section 8 of the MSA and Order Form, no warranty is provided that the Platform will function without errors, interruptions, or defects.
Users are solely responsible for the accuracy, truthfulness, legality, and non-infringing nature of any information, documents, or content they upload to the Platform or submit through other means. By uploading content, users represent and warrant that they have created such content or possess all necessary rights and licenses to permit the Platform's use of the content as contemplated by these Terms, that the content does not violate any third-party intellectual property rights, and that the content does not constitute fraud, misrepresentation, or otherwise violate applicable law.
XI. General Provisions
The Vendor reserves the right to change, modify, supplement, or revise these Terms at any time and in its sole discretion. Any modifications to these Terms shall be posted on the Platform with the effective date of such modification clearly indicated. Continued use of the Platform following the posting of modified Terms constitutes the user's acceptance of such modifications. Users are responsible for reviewing these Terms periodically to remain informed of any changes.
Should any provision of these Terms be deemed invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be severed from these Terms, and all remaining provisions shall continue in full force and effect to the maximum extent permitted by law. In such event, the parties agree to negotiate in good faith to replace the invalid provision with a valid and enforceable provision that achieves the original economic and legal intent of the invalid provision.
No course of dealing, course of performance, or usage of trade shall be used to modify, amend, or supplement these Terms. The Vendor's failure to enforce any provision of these Terms does not constitute a waiver of such provision or of the Vendor's right to enforce such provision in the future.