Terms and Conditions

EXHIBIT “D”

STONEGATE GLOBAL FUND SERVICES, LLC AND STONEGATE FUND ADMINISTRATION, LLC

TERMS AND CONDITIONS FOR CLIENT SERVICES AGREEMENT

These Terms and Conditions for Client Services Agreement (“Terms and Conditions”) are hereby fully incorporated into the Client Services Agreement to which they are attached (“Agreement”).

Unless defined otherwise, the capitalized terms herein shall have the meanings ascribed to such terms in the Agreement.

By agreeing to the Client Services Agreement, Client explicitly agrees to the following Terms and Conditions:

Superiority. To the extent that any conflict exists between the provisions in the Agreement and these Terms and Conditions, the provisions of the Agreement shall be deemed controlling.
Covered Services. It is understood that these Terms and Conditions apply to all services provided by SGFA to Client. This explicitly includes any future, additional, or subsequent services provided by SGFA to Client beyond those contemplated in the Agreement.
Payment. Invoices shall be payable within ten (10) days from the date of the invoice. Invoices shall be provided monthly. In SGFA’s sole discretion, SGFA may defer any bill until a later month or time. Monthly processing services begin upon the first month of Fund activity.
Late Payments. Late payments will incur a monthly late fee of five percent (5%) of the outstanding balance, compounded monthly.
Legal Agreement. Client hereby warrants and agrees that the Agreement, including these Terms and Conditions, constitute a legal agreement between Client and SGFA and governs all services provided by SGFA to Client. Client hereby irrevocably waives any argument or defense to the contrary, and Client covenants not to set forth any argument or defense to the contrary.
Waiver. SGFA’s failure to enforce or demand strict compliance of any right or provisions in the Agreement or these Terms and Conditions will not constitute a waiver of such or any other provision.
Legal Advice and Tax Advice. Client understands and agrees that SGFA is NOT engaged in the practice of law and recognizes that SGFA cannot engage in any activity that constitutes the practice of law. SGFA does not provide legal or tax services and cannot advise the Fund, the Client and/or its investors on legal or tax matters, including but not limited to issues around investor in-kind subscriptions, investor in-kind subscriptions via cryptocurrencies, stable coins, and/or other digital assets, “trade or business” rules, lending laws, unrelated business taxable income (UBTI), effectively connected income (ECI), and any other legal or tax matters.
Broker-Dealer. Client understands and agrees that SGFA is NOT a broker-dealer, and recognizes that SGFA cannot engage in any activity that constitutes securities and/or brokerage services,
Non-Solicitation of Employees, Contractors, or Agents. Client hereby agrees that during the duration of the Agreement and for a period of twenty-four (24) months immediately following the date of termination or cessation of the Agreement, Client will not hire any employee, contractor, or agent of SGFA, and Client will not, either directly or indirectly, solicit, induce, recruit, or encourage any SGFA employee, contractor, or agent to leave its employment, or take away such employee, contractor, or agent, or attempt to solicit, induce, recruit, encourage, or take away any employee, contractor, or agent of SGFA, either on behalf of Client personally or for any other person or entity without the prior written consent of SGFA.
Interference. Client hereby agrees that during the duration of the Agreement and for a period of twenty-four (24) months immediately following the date of termination or cessation of the Agreement, Client will not, either directly or indirectly, interfere with SGFA’s contracts and relationships, or prospective contracts and relationships, including, but not limited to, SGFA’s customer or client contracts and relationships without the prior written consent of SGFA.
Non-Circumvention. Client hereby agrees that during the duration of the Agreement and for a period of twenty-four (24) months immediately following the date of termination or cessation of the Agreement, Client shall not, without SGFA’s prior written permission, engage in any business or relationship with any contact, agent, or strategic business partner that SGFA introduces to Client, or that Client learns of within the course the Agreement.
Referral. Client understands and agrees that in the event SGFA believes Client requires the services of a professional (e.g., legal services, broker-dealer services, CPA services, etc.), SGFA may refer client to said professional. In such an event, said professional may require Client to enter into a separate engagement. Client may choose to use such referred service provider or find a different one. In either case, Client hereby authorizes SGFA to speak with any professionals engaged by Client and authorizes such professionals to speak with SGFA regarding Client and Client’s business and operations.
Non-Exclusive Engagement. Client agrees and understands that SGFA may represent other clients. Client recognizes and agrees that SGFA provides services for Client on a non-exclusive basis, and that SGFA is free to furnish Services for other individuals and entities.
Modifications. Client agrees to examine these Terms and Conditions prior to receiving any services by SGFA. These Terms and Conditions may be modified by SGFA on the first day of each calendar quarter without notice to Client. If these Terms and Conditions are modified, they will be posted at www.StonegateGlobalfundservices.com/termsandconditions. Client agrees to be bound by any modification in these Terms and Conditions upon successively obtaining any services from SGFA. Client agrees and understands that if Client does not agree to the modification of these Terms and Conditions, then Client may reject such modification by provide written notice stating Client rejects the modification to SGFA’s legal counsel, via certified mail, return receipt requested, at One World Trade Center, 85th Floor, New York, NY 10007. In the event Client provides such notice that Client rejects the modification to these Terms and Conditions, then any prior Terms and Conditions in effect will continue to exist in full force and effect unless SGFA and Client agree otherwise.
Unenforceable Provisions. All provisions in this Agreement, including these Terms and Conditions, and any portion thereof, shall be construed in such a way that to ensure they are valid under any applicable laws. If any provision of the Agreement, including these Terms and Conditions, or any portion thereof, is held to be invalid and unenforceable, then the remainder of the Agreement and these Terms and Conditions, as applicable, shall nevertheless remain in full force and effect.
Headings and Titles. The section titles in the Agreement including these Terms and Conditions are for convenience only and have no legal or contractual effect.
Limitation of Liability. IN NO CASE SHALL SGFA AND ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, EMPLOYEES, LICENSEES, AND INVITEES (HEREINAFTER “SGFA GROUP”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (EVEN IF SGFA GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).IN NO EVENT WILL THE SGFA GROUP’S AGGREGATE LIABILITY FOR ANY AND ALL OF CLIENT’S CLAIMS AGAINST THE SGFA GROUP, ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF THE SGFA GROUP, EXCEED 100% OF THE AGGREGATE AMOUNT OF FEES RECEIVED BY SGFA FOR SERVICES PROVIDED HEREUNDER TO THE CLIENT FOR THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM MADE AGAINST SGFA.
IN NO EVENT WILL THE SGFA GROUP BE LIABLE FOR ANY THIRD -PARTY CLAIMS AGAINST THE SGFA GROUP, ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF THE SGFA GROUP.

CLIENT AGREES THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THE AGREEMENT.
Release and Indemnity. Client releases the SGFA Group from any and all liability for, and agrees to indemnify and hold SGFA Group harmless from and against, any and all losses, claims, expenses, costs, and damages, including but not limited to reasonable attorney’s fees, costs, or expenses, which are claimed of or sustained, suffered, paid or incurred by SGFA Group, irrespective of SGFA Group’s negligence (except gross negligence), for reason of or in connection with any or any combination of the following: (a) SGFA Group’s breach of or failure to fulfill any provision of the Agreement or these Terms and Conditions, whether such breach is material or not; (b) any cause of action in any way related to or arising out of SGFA Group’s conduct, actions, or omissions, including but not limited to any damage or injury to person or property; or (c) any matter in any way related to the Agreement or performance under the Agreement.
Additional Costs. As part of an effort to recover costs, SGFA in its discretion may require and Client agrees hereby to pay a “Supplemental Fee” to cover its time and expenses in relation to any efforts made because of a lack of complete and accurate information and documents being provided or as a result of enhanced diligence, efforts and/or analysis performed, such as (but not limited to) that required in screening investors who are PEPs or otherwise present facts that require additional diligence. Client agrees to pay this fee -including any third-party vendor fees (e.g., pass-through costs) - even though a detailed or line-item invoice may not be provided, such as in cases where it is determined in SGFA’s discretion that doing so could breach attorney-client privilege and/or confidentiality. SGFA expenses will be billed according to the scope of work required and accordingly, the appropriate staff level required to perform such work. As such, the following rates will apply: $100 per hour for junior-level, $150 per hour for mid-level, and $250 per hour for senior-level staff,
Covenant Not to Sue. CLIENT PROVIDES SGFA A COVENANT NOT TO SUE THE SGFA GROUP FOR ANY AND ALL REASONS, RELATED TO THIS AGREEMENT OR OTHERWISE. THE CLIENT AGREES THAT ALL DISPUTES RELATED TO THE SERVICES OR THE SGFA GROUP WILL BE RESOLVED THROUGH MEDIATION OR BINDING ARBITRATION AS PROVIDED BELOW.
Notice of Dispute. Client agrees to provide SGFA with written notice of any dispute, claim, or controversy, of any sort or nature (the “Dispute”), arising out of the Services or relating to SGFA, within six (6) months after any such Dispute arises and prior to initiating or filing any action or demand for arbitration against SGFA. Client must provide written notice via certified mail, return receipt requested, to: One World Trade Center, 85th Floor, New York, NY 10007. Such notice requirement shall be strictly construed, and Client’s failure to comply with such notice requirements shall constitute an irrevocable waiver of any claim or cause of action that exists or may exist. Such notice requirement shall be additional to any and all other notices required under this Agreement or these Terms and Conditions. Client agrees to pay SGFA’s reasonable attorneys’ fees for any action in which this notice procedure has not been strictly followed.
Initiation of Action. Client agrees that any Dispute relating to any matter with SGFA, including but not limited to Disputes arising out of or related to the Agreement and any services provided by SGFA to Client, and any demands for arbitration (i) may only be filed if and when SGFA fails to cure any action or non-action that is the subject of the Dispute within sixty (60) days following receipt of written notice of such action or non-action; and (ii) must be filed no more than six (6) months after the date the action or non-action that is the subject of the Dispute, or six (6) months after the acceptance of these Terms and Conditions, whichever is later. Client hereby waives any defense or argument pertaining to statute of limitations. Client agrees and warrants that Client’s failure to comply with this section shall serve as an unconditional waiver and release for any and all such claims.
Mediation.
1. Prior to any action, or demand for arbitration being filed by Client, Client agrees to enter into a bona fide mediation program. The mediation program shall be paid in half by Client and paid in half by SGFA. All payments shall be paid in advance. The Client shall provide notice to SGFA as provided in this Agreement and state its intention to enter into a mediation program. Within ten (10) business days, SGFA shall provide three (3) potential mediators that may be chosen to mediate the Dispute. The Client then has ten (10) business days to select such mediator from the list of three (3) potential mediators provided. Thereafter, the parties shall schedule a mediation at a mutually agreeable time within the next thirty (30) days, and to the extent the mediation cannot be scheduled amicably by the parties, then the mediator shall schedule the mediation within such time period. Failure by the Client to provide notice of an intention to enter into a mediation program, satisfy the obligations in this Section, or participate in a mediation prior to filing any arbitration claim shall serve as an unconditional waiver and release of any claims that may exist. Such an unconditional waiver and release shall serve as an unconditional waiver and release of any and all Disputes relating to this Agreement in any way, shape, or form, and shall explicitly include an unconditional waiver and release for all persons or entities, whether such person or entity is a party to this Agreement or not, and shall explicitly include any person’s members, officers, directors, employees, contractors, and agents. Solely by way of example, if Client fails to comply with this mediation section prior to initiating an arbitration, Client would not only waive any and all claims against SGFA, but also against all of SGFA’s members, officers, directors, employees, contractors, and agents.
2. A notice of intention to enter into a mediation program shall toll the section titled “Initiation of Action” by fifty (50) days to allow the mediation. Notwithstanding the foregoing, failure to provide a notice of mediation within the six (6) month period required by the section titled “Initiation of Action” shall serve as an unconditional waiver and release for any and all such claims.
3. Failure of SGFA to enter into a mediation program to satisfy its obligations under this Section will abrogate the Client of any requirement of entering into the mediation program. The Client may then elect to proceed with its demand to proceed with its demand for arbitration, but SGFA shall not otherwise have its rights prejudiced in any way.
Binding Arbitration. In the event that the parties are unable to resolve any Dispute informally, then such Dispute shall be submitted to final and binding arbitration. THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES OR CONTROVERSIES ARISING UNDER THE AGREEMENT, THESE TERMS AND CONDITIONS, ANY OF SUCH TERMS, ANY EFFORT BY ANY PARTY TO ENFORCE, INTERPRET, CONSTRUE, RESCIND, TERMINATE OR ANNUL THE AGREEMENT AND THE TERMS AND CONDITIONS, OR ANY PROVISION AND SECTION THEREOF, AND ANY AND ALL DISPUTES OR CONTROVERSIES RELATING TO OR INVOLVING SGFA, SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FOLLOWING PROCEDURE: EITHER (I) SGFA, ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL MUTUALLY SELECT AN ARBITRATOR; OR (II) IF SGFA AND CLIENT CANNOT AGREE ON SUCH ARBITRATOR, SGFA ON THE ONE HAND, AND CLIENT, ON THE OTHER HAND, SHALL EACH SELECT ONE ARBITRATOR AND THOSE TWO ARBITRATORS SHALL THEN SELECT A THIRD ARBITRATOR. ALL ARBITRATION PROCEEDINGS SHALL BE CONDUCTED UNDER THE AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), UNDER ITS COMMERCIAL ARBITRATION RULES. THE PARTIES HERETO AGREE THAT THE ARBITRATOR’S RULING, OR ARBITRATORS’ RULING, AS APPLICABLE, IN THE ARBITRATION SHALL BE FINAL AND BINDING AND NOT SUBJECT TO APPEAL OR CHALLENGE. THE PARTIES HERETO FURTHER AGREE THAT THE ARBITRATION PROCEEDINGS, TESTIMONY, DISCOVERY AND DOCUMENTS FILED IN THE COURSE OF SUCH PROCEEDINGS, INCLUDING THE FACT THAT THE ARBITRATION IS BEING CONDUCTED, WILL BE TREATED AS CONFIDENTIAL AND WILL NOT BE DISCLOSED TO ANY THIRD PARTY TO SUCH PROCEEDINGS, EXCEPT THE ARBITRATOR(S) AND THEIR STAFF, THE PARTIES’ ATTORNEYS AND THEIR STAFF, AND ANY EXPERTS RETAINED BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION OR IN ANY OF THE APPLICABLE RULES OF THE AMERICAN ARBITRATION ASSOCIATION SHALL PREVENT SGFA FROM SEEKING PROVISIONAL RELIEF OUTSIDE OF ARBITRATION, INCLUDING BUT NOT LIMITED TO EQUITABLE AND/OR INJUNCTIVE RELIEF, PENDING THE ARBITRATOR’S FINAL DECISION. The arbitration shall be paid in half by client and paid in half by SGFA. All payments shall be paid in advance.
Acceleration. In the event that Client “materially breaches” the Agreement, all future payments contemplated by the Agreement shall be considered immediately due and payable in full as of the date of the breach. Client’s failure to provide payment to SGFA within thirty (30) days of when said payment is due shall be considered a “material breach” of the Agreement.
No Third-Party Beneficiary. It is understood and agreed that Client and SGFA are the sole parties to the Agreement, and the services provided pursuant to Agreement by SGFA for Client is solely for the benefit of Client.
Ambiguity. The Agreement, including these Terms and Conditions, shall be deemed the mutual instrument of both parties, and no ambiguity shall be construed against either SGFA or Client.
Successors and Assigns. This Agreement, including these Terms and Conditions shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.
Governing Law. This Agreement including these Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of Georgia and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of Georgia. SGFA and Client hereby consent to said jurisdiction. Client hereby waives the defense of lack of jurisdiction.
Venue. Venue for any litigation, mediation or arbitration relating to the Agreement including these Terms and Conditions shall be exclusively in Fulton County, Georgia. Client agrees and consents to such venue, and Client waives any defense pertaining to venue.
Entire Agreement for Subject Matter. The Agreement including these Terms and Conditions constitute the entire agreement between Client and SGFA with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.