Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement (“Agreement”) made between you, whether personally or on behalf of an entity (“You,” “Your,” or “Yourself”), and iAlta Private Markets d/b/a Helm Private Markets (“Helm Private Markets,” “Helm,” “Company,” “We,” “Us,” or “Our”), governing Your access to, use of, or interactions with Helm’s products, services, platform, websites, applications, and other offerings, collectively, the “Services.”

The Services include, but are not limited to, the Helm website at https://www.helmmarkets.com, the Helm application at [https://app.helmmarkets.com], Your Helm account, and any other services, features, functionalities, offers, content, tools, workflows, transaction-support capabilities, investor onboarding tools, payment functionality, reporting tools, or promotions made available by Helm, collectively, the “Site.”

By using any of the Services, You agree that You have read, understood, and agree to be bound by all of these Terms and any policies referenced herein, including, but not limited to, those set forth below. You should read these Terms carefully. If You do not agree with all of these Terms, then You are expressly prohibited from using the Services and the Site and must discontinue such use immediately.

If You are using the Services or the Site on behalf of an entity, You represent to Us that You have the requisite authority to bind such entity to these Terms and that such entity accepts these Terms.

By electronically accepting these Terms, establishing a Helm account, accessing the Site, or using the Services after the effective date of these Terms, You consent to and agree to comply with these Terms and the other policies and conditions set forth below, all of which are incorporated herein by reference:

Helm’s Privacy Policy, last updated [Insert Date].

Helm’s Acceptable Use Policy, last updated [Insert Date], if applicable.

Payment network rules, banking partner requirements, ACH/NACHA rules, wire transfer requirements, card network rules, or other payment or financial network rules, as applicable.

Any terms or conditions provided separately to You for the Services, including, but not limited to, any product or program terms, subscription terms, transaction terms, ordering terms, activation terms, promotion terms, data processing agreement, service agreement, or other written agreement between You and Helm.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference.

We reserve the right, in Our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert You about any changes by updating the “Last Updated” date of these Terms, and You waive any right to receive specific notice of each such change. The revised version of these Terms will be effective as of the “Last Updated” date posted but will not apply retroactively unless expressly stated. It is Your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by Your continued use of the Site or Services after the date such revised Terms are posted.

When You agree to these Terms and accept the policies and conditions set forth herein, You do so on Your own behalf and on behalf of any person or entity that You are authorized to represent, as well as those whom You authorize to use Your Helm account. Each such individual or entity is a “User” of the Helm account. You are responsible for obtaining all consents and authorizations needed to accept these Terms for others.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to any applicable law or regulation or would subject Us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site and Services are not tailored to comply with certain industry-specific regulations, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”) or the Federal Information Security Management Act (“FISMA”). If Your use of the Site or Services would be subject to such laws, You may not use the Site or Services for that purpose. You may not use the Site or Services in any way that would violate the Gramm-Leach-Bliley Act (“GLBA”) or any other applicable law or regulation.

The Site and Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site or Services and must discontinue any such use immediately.

## INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site and Services are Our proprietary property. All source code, databases, functionality, software, website designs, application designs, audio, video, text, photographs, graphics, workflows, templates, content, product names, service names, and other materials on the Site or Services, collectively, the “Content,” and the trademarks, service marks, and logos contained therein, collectively, the “Marks,” are owned or controlled by Us or licensed to Us. The Content and Marks are protected by copyright and trademark laws, various other intellectual property rights, unfair competition laws of the United States, international copyright laws, and international conventions.

The Content and Marks are provided on the Site and through the Services “AS IS” for Your information and authorized business use only. Except as expressly provided in these Terms or otherwise expressly authorized by Us in writing, no part of the Site, Services, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever without Our express prior written permission.

You shall not, and shall not permit any authorized users of the Site or Services to, use the Site, Services, or any component thereof for any purpose beyond the scope of access granted by these Terms or any applicable agreement with Helm. You shall not at any time, directly or indirectly, and shall not permit any authorized users to:

(i) copy, modify, or create derivative works of the Services, any software component of the Services, or any part thereof;

(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services except as expressly permitted under these Terms or another written agreement with Helm;

(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;

(iv) remove any proprietary notices from the Services or the Site; or

(v) use the Services or the Site in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

Provided that You are eligible to use the Site and Services, You are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Site and Services solely for Your authorized business purposes and in accordance with these Terms. We reserve all rights not expressly granted to You in and to the Site, Services, Content, and Marks.

## USER REPRESENTATIONS

By using the Site or Services, You represent and warrant that:

(1) all registration information You submit will be true, accurate, current, and complete;

(2) You will maintain the accuracy of such information and promptly update such registration information as necessary;

(3) You have the legal capacity, right, authority, and ability to enter into and perform under these Terms, and You agree to comply with these Terms;

(4) You are not a minor in the jurisdiction in which You reside;

(5) You will not access the Site or Services through automated or non-human means, whether through a bot, script, scraper, or otherwise, except as expressly authorized by Us in writing;

(6) You will not use the Site or Services for any illegal or unauthorized purpose;

(7) Your use of the Site and Services will not violate any applicable law or regulation;

(8) You have obtained all consents, authorizations, and approvals necessary to provide any information, documents, data, payment instructions, investor information, entity information, or transaction information submitted through the Services; and

(9) You will use the Site and Services only for lawful, authorized, and legitimate business purposes.

If You provide any information that is untrue, inaccurate, not current, or incomplete, We have the right to suspend or terminate Your account and refuse any and all current or future use of the Site and Services, or any portion thereof.

## USER REGISTRATION

You may be required to create an account by registering with the Site or Services. You may be required to provide account information, business information, identity information, payment information, bank account information, tax information, compliance information, or other information when registering with or using the Site or Services.

You must provide accurate and complete information in response to Our questions and requests, and You must keep such information current. You agree to keep Your password and account credentials confidential and will be responsible for Your password, Your account, and all use of Your account, including any actions taken by persons to whom You have granted access.

We reserve the right to remove, reclaim, or change a username You select if We determine, in Our sole discretion, that such username is inappropriate, obscene, misleading, infringing, or otherwise objectionable. We further reserve the right to change, suspend, or terminate Your account if You provide inaccurate, untrue, outdated, or incomplete information or fail to comply with account registration requirements.

## FEES AND PAYMENTS

You may be required to purchase or pay a fee to access some of Our Services. You agree to provide current, complete, and accurate purchase, billing, payment, and account information for all purchases and paid Services. You further agree to promptly update account and payment information, including email address, payment method, billing information, and other relevant details, so that We can complete Your transactions and contact You as needed.

We may bill You through an online billing account, invoice, subscription agreement, order form, service agreement, or other payment arrangement. Sales tax or other applicable taxes may be added to the price of purchases or Services as deemed required by Us or applicable law. We may change prices at any time, subject to any applicable written agreement between You and Helm. Unless otherwise stated, all payments shall be in U.S. dollars.

Some of Our Services may be made available to You for free during a trial period, promotional period, pilot program, beta program, or other limited-access period, collectively, a “Trial Period.” We will not charge You for Your use during the time in which such Services are made available for free during a Trial Period. We reserve the right to charge You for Services that were previously made available for free, provided that We have given You reasonable notice of such charges and You continue to use such Services after the Trial Period ends.

The use of some Services may require that You pay a subscription fee, transaction fee, platform fee, service fee, implementation fee, processing fee, or other charge. You acknowledge and agree that You may be preauthorizing Us or Our third-party payment processors to automatically charge Your payment method, withdraw funds from Your bank account, or invoice You in accordance with the Services You use and the terms applicable to those Services.

Depending on Your usage of the Services, there may be more than one preauthorized charge, withdrawal, invoice, or payment obligation within the same month or billing period.

You agree to pay all charges or fees at the prices then in effect for Your purchases and use of the Services, and You authorize Us or Our payment providers to charge Your chosen payment method for any such amounts upon making Your purchase or incurring such fees.

We reserve the right to correct any errors or mistakes in pricing, even if We have already requested or received payment. We also reserve the right to refuse any order, purchase, or transaction placed through the Site or Services.

Please contact [[support@helmmarkets.com](mailto:support@helmmarkets.com)] for current pricing, fees, and service offerings.

## FUNDS, PAYMENTS, AND PARTNER BANKS

Certain Services may allow or require You to transmit, receive, hold, direct, or otherwise manage funds, payments, or payment instructions through the Site or Services. Any such functionality may be subject to additional terms, payment network rules, banking partner requirements, third-party processor terms, transaction limits, compliance review, and other requirements.

Funds added to or processed through Your Helm account may be transferred to, held by, or processed through one or more banks, financial institutions, payment processors, or other third-party service providers selected by Us or Our partners, collectively, “Partner Banks” or “Payment Providers.”

[Confirm whether the following bank-specific disclosure should remain: Your Helm account funds will be placed by Helm in an account held with one of Our bank partners listed below: M&T Bank, Buffalo, New York.]

[Confirm FDIC and sweep-program disclosure before publishing: Certain funds may be eligible for FDIC insurance up to applicable limits through participating Partner Banks or sweep programs. FDIC insurance coverage, if applicable, is subject to applicable law, program requirements, account titling, and the capacity in which funds are held.]

We may add or remove a Partner Bank or Payment Provider at any time, subject to applicable law and the terms of any applicable agreement.

Important:

Helm is a financial technology company, not a bank. Banking services, payment services, custodial services, or related financial services may be provided by Partner Banks, Payment Providers, or other third-party financial institutions.

Helm does not accept deposits.

You may not receive interest, credit, or other earnings on funds held, transmitted, or processed through Your Helm account unless expressly agreed in writing.

FDIC insurance, where applicable, does not protect You against the failure of Helm.

You are solely responsible for ensuring the accuracy of all payment instructions, wire instructions, bank account information, investor information, transaction details, and other information submitted through the Services.

## PROHIBITED ACTIVITIES

You may not access or use the Site or Services for any purpose other than that for which We make the Site and Services available. The Site and Services may not be used in connection with any commercial endeavors except those that are specifically endorsed, approved, or authorized by Us.

If We reasonably suspect that Your account has been used for an unauthorized, fraudulent, illegal, or prohibited purpose, You give Us express authorization to share information about You, Your account, and any of Your transactions with appropriate law enforcement authorities, regulators, Partner Banks, Payment Providers, compliance vendors, or other third parties as necessary to investigate, prevent, or respond to such activity.

As a user of the Site or Services, You agree not to:

Systematically retrieve data or other content from the Site or Services to create or compile, directly or indirectly, a collection, compilation, database, directory, training dataset, or similar resource without written permission from Us.

Make any unauthorized use of the Site or Services, including collecting usernames, email addresses, investor information, transaction information, or other user information by electronic or other means for the purpose of sending unsolicited email or creating user accounts by automated means or under false pretenses.

Use a buying agent or purchasing agent to make purchases on the Site, unless expressly authorized.

Circumvent, disable, or otherwise interfere with security-related features of the Site or Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site, Services, or Content.

Engage in unauthorized framing of or linking to the Site.

Trick, defraud, or mislead Us or other users, especially in any attempt to learn sensitive account information, passwords, payment information, investor information, or transaction information.

Make improper use of Our support services or submit false reports of abuse, misconduct, errors, or security issues.

Engage in automated use of the system, such as using scripts to send messages, submit forms, scrape data, or use data mining, robots, crawlers, or similar data gathering and extraction tools.

Interfere with, disrupt, or create an undue burden on the Site, Services, networks, systems, infrastructure, vendors, or services connected to the Site or Services.

Attempt to impersonate another user, person, company, investor, sponsor, issuer, advisor, administrator, or entity, or use the username or credentials of another user.

Sell, transfer, assign, or otherwise make available Your profile, account, credentials, or any rights granted to You under these Terms, except as expressly authorized by Us in writing.

Use any information obtained from the Site or Services to harass, abuse, harm, defraud, mislead, or unlawfully contact another person.

Use the Site or Services as part of any effort to compete with Us or otherwise use the Site, Services, or Content for any unauthorized revenue-generating endeavor or commercial enterprise.

Decipher, decompile, disassemble, or reverse engineer any software comprising or in any way making up a part of the Site or Services.

Attempt to bypass any measures of the Site or Services designed to prevent or restrict access to the Site, Services, or any portion thereof.

Harass, annoy, intimidate, or threaten any of Our employees, contractors, vendors, representatives, or agents.

Delete the copyright or other proprietary rights notice from any Content.

Copy, reproduce, alter, modify, adapt, translate, or create derivative works from the Site’s or Services’ software, including, but not limited to, code, workflows, interfaces, templates, or application components.

Upload or transmit, or attempt to upload or transmit, viruses, Trojan horses, malware, ransomware, corrupted files, malicious code, or other material that interferes with any party’s uninterrupted use and enjoyment of the Site or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site or Services.

Upload or transmit, or attempt to upload or transmit, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, gifs, 1×1 pixels, web bugs, cookies, spyware, passive collection mechanisms, or similar devices.

Except as may result from standard search engine or internet browser usage, use, launch, develop, or distribute any automated system, including, without limitation, any spider, robot, scraper, crawler, cheat utility, offline reader, unauthorized script, or other software that accesses the Site or Services.

Disparage, tarnish, or otherwise harm, in Our opinion, Us, the Site, the Services, or Our business.

Use the Site or Services in a manner inconsistent with any applicable laws, rules, or regulations.

Use the Site or Services to facilitate, promote, or support fraud, money laundering, terrorist financing, sanctions evasion, market manipulation, illegal securities offerings, unlawful investment activity, or any other illegal financial activity.

Submit false, misleading, incomplete, or unauthorized investor, entity, payment, tax, compliance, or transaction information.

## CONTENT STANDARDS

You may not post, upload, submit, transmit, or otherwise provide any content, information, material, or data, including, without limitation, documents, comments, messages, data room content, transaction materials, investor information, or other submissions, collectively, “Contributions,” that violates these Terms, Our Acceptable Use Policy, or applicable law.

You may not submit any Contribution that is:

False, misleading, deceiving, inaccurate, incomplete, or dishonest.

Defamatory or invasive of another person’s right of privacy or right of publicity.

Harmful, obscene, harassing, abusive, offensive, objectionable, violent, or otherwise unfit for publication or use, in each case, in Our sole opinion.

Inciting hatred of individuals or groups based on race or ethnic origin, religion, nationality, disability, gender, age, veteran status, sexual orientation, gender identity, or any other protected characteristic.

Illegal, including content related to criminal activity, terrorism, obscenity, child exploitation, human exploitation, illegal gambling, illegal drug use, firearms or ammunition, piracy, money laundering, sanctions evasion, fraud, or other unlawful activity.

Infringing intellectual property or other proprietary rights of any party, or content that You did not create or do not have permission to use.

Creating a privacy, confidentiality, security, regulatory, financial, or reputational risk to any person or entity.

Spam, chain letters, pyramid schemes, or other unsolicited or deceptive communications.

Objectionable or exposing users, Helm, Our affiliates, Our customers, or Our vendors to harm or liability, in Helm’s sole discretion.

Any use of the Site or Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of Your rights to use the Site or Services.

## INVESTMENT INFORMATION AND INVESTMENT PERFORMANCE INFORMATION

Certain information presented on or through the Site or Services may relate to investment opportunities, investment entities, investor onboarding, transaction documents, commitments, capital calls, distributions, reporting, portfolio information, or investment performance information. Such information may be derived from data provided by sponsors, issuers, fund managers, asset managers, administrators, investors, advisors, or other third parties.

Helm and the Services may act solely as a facilitator for the collection, organization, transmission, workflow management, processing, aggregation, display, or reporting of this information. Unless expressly agreed otherwise in writing, Helm does not originate, sponsor, recommend, endorse, underwrite, broker, sell, or advise on any investment opportunity, security, fund, vehicle, transaction, or investment strategy made available through or referenced in the Services.

We do not guarantee the accuracy, completeness, legality, suitability, timeliness, or availability of any investment, transaction, or performance information provided by third parties, and such information is subject to change without notice.

Helm does not endorse or warrant the performance, viability, suitability, legality, or outcomes of any particular investment entity, sponsor, issuer, fund, vehicle, offering, investment opportunity, or transaction featured, supported, administered, or processed through the platform.

The information presented through the Services should not be construed as financial, investment, legal, tax, accounting, regulatory, or other professional advice. Investors and users are encouraged to conduct their own due diligence and consult with their own legal, tax, financial, accounting, investment, and other professional advisors before making any investment or transaction decision.

Investing inherently involves risks, including the possible loss of principal. Past performance is not indicative of future results. Helm disclaims any responsibility for investment decisions made by users based on information provided on or through the platform.

By using Helm and accessing investment, transaction, reporting, or performance information through the Services, You acknowledge and agree that Helm and the Services are not liable for any losses, damages, claims, or consequences arising from Your use of, reliance on, or inability to access such information. You are responsible for independently verifying the accuracy, completeness, and suitability of any information and for making investment and transaction decisions judiciously.

Helm reserves the right to update, modify, restrict, or discontinue any aspect of the Services, including the presentation of investment, transaction, reporting, or performance information, at its sole discretion. Users are encouraged to review this disclaimer regularly for any changes.

## SUSPENSION

In addition to any violation of these Terms or Our Acceptable Use Policy, and notwithstanding anything to the contrary in this Agreement, We may temporarily or permanently suspend Your access and the access of any other authorized user to any portion or all of the Site or Services if:

(i) We reasonably determine that:

(A) there is a threat or attack on any Content, systems, data, infrastructure, intellectual property, or other assets that We own, operate, or control;

(B) Your use or the use by any other authorized user of the Site or Services disrupts or poses a security, legal, financial, operational, reputational, or compliance risk to Us, Our customers, Our vendors, Partner Banks, Payment Providers, or any other person or entity;

(C) You or any other authorized user is using the Site or Services for fraudulent, illegal, unauthorized, or prohibited activities;

(D) subject to applicable law, You have ceased to continue operation of Your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of assets, or become subject to any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding;

(E) Our provision of the Services to You or any other authorized user is prohibited by applicable law, regulation, Partner Bank requirement, Payment Provider requirement, court order, or government request; or

(F) Your use of the Services triggers sanctions, KYC, AML, fraud, payment risk, credit risk, or other compliance concerns; or

(ii) any of Our vendors, Partner Banks, Payment Providers, affiliates, or third-party service providers have suspended or terminated Our access to or use of any third-party services or products required to enable You to access the Site or Services.

We shall use commercially reasonable efforts to provide You with written notice of any service suspension and to provide updates regarding resumption of access to the Site and/or Services following any such suspension, unless We determine that doing so would be unlawful, create risk, compromise security, interfere with an investigation, or otherwise be inappropriate. We will use commercially reasonable efforts to resume providing access to the Site and/or Services as soon as reasonably possible after the event giving rise to the suspension is cured.

We shall have no liability for any damages, liabilities, losses, including any loss of profits, or any other consequences that You or any other authorized user may incur as a result of any suspension of services described herein.

If We terminate or suspend Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, the name of any third party, or another entity, even if You may be acting on behalf of the third party or entity. In addition to terminating or suspending Your account, We reserve the right to take appropriate legal action, including, without limitation, pursuing civil, criminal, regulatory, and injunctive relief.

## CONTRIBUTION LICENSE

By posting, uploading, transmitting, or otherwise providing Contributions to any part of the Site or Services, You represent and warrant that You have the right to provide such Contributions and grant Us the rights necessary to operate, provide, secure, improve, and support the Site and Services.

You grant to Us and Our affiliates a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to host, use, copy, reproduce, store, process, transmit, display, reformat, translate, and distribute such Contributions solely as necessary to provide, operate, improve, secure, and support the Site and Services, comply with applicable law, enforce these Terms, and fulfill Our business obligations.

To the extent You provide feedback, testimonials, reviews, suggestions, ideas, or other non-confidential submissions regarding the Site or Services, You grant Us an unrestricted, perpetual, irrevocable, worldwide, royalty-free right to use such submissions for any lawful purpose without acknowledgment or compensation to You.

We do not assert ownership over Your Contributions. You retain ownership of Your Contributions and any intellectual property rights or other proprietary rights associated with Your Contributions, subject to the license granted herein.

You are solely responsible for Your Contributions and expressly agree to indemnify Us against any and all responsibility and to refrain from any legal action against Us regarding Your Contributions, except to the extent prohibited by applicable law.

We have the right, in Our sole and absolute discretion, to:

(1) edit, redact, restrict, or otherwise change any Contributions;

(2) re-categorize any Contributions to place them in appropriate locations on the Site or Services;

(3) pre-screen, remove, or delete any Contributions at any time and for any reason, without notice; and

(4) restrict access to any Contributions as necessary to operate, secure, or protect the Site, Services, users, or third parties.

We have no obligation to monitor Your Contributions but have the discretion to remove any such Contributions at any time and for any reason, without notice.

## GUIDELINES FOR REVIEWS

We may provide areas on the Site or through the Services to leave reviews, ratings, comments, or feedback. When posting a review, You must comply with the following criteria:

(1) You should have firsthand experience with the person, entity, product, or service being reviewed;

(2) Your reviews should not contain offensive profanity or abusive, racist, offensive, discriminatory, or hateful language;

(3) Your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, disability, or any other protected characteristic;

(4) Your reviews should not contain references to illegal activity;

(5) You should not be affiliated with competitors if posting negative reviews;

(6) You should not make conclusions as to the legality of conduct;

(7) You may not post false or misleading statements; and

(8) You may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews at Our sole discretion. We have no obligation to screen reviews or delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by Us and do not necessarily represent Our opinions or the views of any of Our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review.

By posting a review, You grant to Us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit, display, perform, and distribute all content relating to such review.

## SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or Services, collectively, “Submissions,” provided by You to Us are non-confidential and may be used by Us for any lawful purpose.

We shall own exclusive rights, including all intellectual property rights, to any ideas, concepts, improvements, recommendations, or feedback contained in such Submissions, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to You.

You hereby waive all moral rights to any such Submissions, and You warrant that any such Submissions are original with You or that You have the right to submit such Submissions. You expressly agree there shall be no recourse against Us for any alleged or actual infringement or misappropriation of any proprietary right in Your Submissions, and You agree to indemnify Us against any and all legal action against Us regarding Your Submissions.

## U.S. GOVERNMENT RIGHTS

Our Services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If Our Services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), Our Services are subject to the provisions of these Terms in accordance with FAR 12.212 for computer software and FAR 12.211 for technical data.

If Our Services are acquired by or on behalf of any agency within the Department of Defense, Our Services are subject to the provisions of these Terms in accordance with Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7202-3. In addition, DFARS 252.227-7015 applies to technical data acquired by the DOD.

This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms.

## SITE MANAGEMENT

We reserve the right, but not the obligation, to:

(1) monitor the Site and Services for violations of these Terms;

(2) take appropriate legal action against anyone who, in Our sole discretion, violates the law or these Terms, including, without limitation, reporting such user to law enforcement authorities, regulators, Partner Banks, Payment Providers, or other appropriate parties;

(3) in Our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable any of Your Contributions, Submissions, or any portion thereof;

(4) in Our sole discretion and without limitation, notice, or liability, remove from the Site or Services or otherwise disable all files, data, or content that are excessive in size, burdensome to Our systems, unlawful, unauthorized, inaccurate, misleading, or otherwise objectionable; and

(5) otherwise manage the Site and Services in a manner designed to protect Our rights and property and to facilitate the proper functioning of the Site and Services.

## PRIVACY POLICY

We care about data privacy and security. Please review Our Privacy Policy at [Insert Privacy Policy URL]. By using the Site or Services, You agree to be bound by Our Privacy Policy, which is hereby incorporated into these Terms by reference.

Please be advised that the Site and Services may be hosted in the United States. If You access the Site or Services from any other region of the world with laws or requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through Your continued use of the Site or Services, You understand that Your data may be transferred to the United States and processed in the United States, subject to Our Privacy Policy and applicable law.

## TERM AND TERMINATION

These Terms shall remain in full force and effect while You use the Site or Services.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE SITE OR SERVICES, INCLUDING BLOCKING CERTAIN IP ADDRESSES, TO ANY PERSON FOR ANY REASON OR NO REASON, INCLUDING, WITHOUT LIMITATION, FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR ANY APPLICABLE LAW OR REGULATION.

WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED, SUBMITTED, OR TRANSMITTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

Upon termination of Your account or access to the Services, Your right to use the Site and Services will immediately cease. Termination will not relieve You of any obligation to pay fees or charges incurred prior to termination or any other obligations that by their nature should survive termination.

## MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site or Services at any time and for any reason at Our sole discretion without notice. However, We have no obligation to update any information on Our Site or Services.

We also reserve the right to modify or discontinue all or part of the Site or Services without notice at any time. We will not be liable to You or any third party for any modification, price change, suspension, or discontinuance of the Site or Services.

We cannot guarantee that the Site or Services will be available at all times. We may experience hardware, software, vendor, payment-network, banking-partner, security, infrastructure, or other problems, or need to perform maintenance related to the Site or Services, resulting in interruptions, delays, errors, or downtime.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or Services at any time or for any reason without notice to You. You agree that We have no liability whatsoever for any loss, damage, or inconvenience caused by Your inability to access or use the Site or Services during any downtime or discontinuance.

Nothing in these Terms will be construed to obligate Us to maintain and support the Site or Services or to supply any corrections, updates, or releases in connection therewith.

## GOVERNING LAW

These Terms and Your use of the Site and Services are governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law principles.

## DISPUTE RESOLUTION

### Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms, each a “Dispute” and collectively, the “Disputes,” brought by either You or Us, individually, a “Party,” and collectively, the “Parties,” the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

### Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute, except those Disputes expressly excluded below, will be finally and exclusively resolved by binding arbitration.

YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes, collectively, “AAA Consumer Rules,” both of which are available at the AAA website, [www.adr.org](http://www.adr.org).

Your arbitration fees and Your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, We will pay all arbitration fees and expenses, unless otherwise required or prohibited by applicable law.

The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

Except where otherwise required by applicable AAA rules or applicable law, the arbitration will take place in [Erie County, New York / New York County, New York — confirm preferred venue]. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in [Erie County, New York / New York County, New York — confirm preferred venue], and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction in such state and federal courts.

Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (“UCITA”) are excluded from these Terms.

In no event shall any Dispute brought by either Party related in any way to the Site or Services be commenced more than one (1) year after the cause of action arose, unless a longer period is required by applicable law.

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable. Such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

### Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law:

(a) no arbitration shall be joined with any other proceeding;

(b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and

(c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

### Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:

(a) any Disputes seeking to enforce or protect, or concerning the validity of, any intellectual property rights of a Party;

(b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, unauthorized use, fraud, or security breach; and

## CORRECTIONS

There may be information on the Site or Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, product information, service information, transaction information, or other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information on the Site or Services at any time, without prior notice.

## DISCLAIMER

THE SITE AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES WILL BE AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE, SERVICES, AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, AND SECURITY.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, LEGALITY, SUITABILITY, RELIABILITY, OR AVAILABILITY OF THE SITE’S CONTENT, THE SERVICES, INFORMATION PROVIDED BY USERS OR THIRD PARTIES, OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE.

WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:

(1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, MATERIALS, DATA, TRANSACTION INFORMATION, INVESTMENT INFORMATION, PAYMENT INFORMATION, OR USER-PROVIDED INFORMATION;

(2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR SERVICES;

(3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, FINANCIAL INFORMATION, PAYMENT INFORMATION, INVESTOR INFORMATION, OR TRANSACTION INFORMATION STORED THEREIN;

(4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES;

(5) ANY BUGS, VIRUSES, TROJAN HORSES, MALWARE, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; AND/OR

(6) ANY ERRORS OR OMISSIONS IN ANY CONTENT, MATERIALS, DATA, OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT, DATA, OR INFORMATION POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICES.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE, INVESTMENT OPPORTUNITY, FUND, VEHICLE, OFFERING, TRANSACTION, THIRD-PARTY PROVIDER, USER, SPONSOR, ISSUER, INVESTOR, ADVISOR, ADMINISTRATOR, OR OTHER PARTY ADVERTISED, OFFERED, REFERENCED, OR MADE AVAILABLE THROUGH THE SITE OR SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING.

WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, USER, SPONSOR, ISSUER, INVESTOR, ADVISOR, ADMINISTRATOR, OR OTHER PARTY, EXCEPT TO THE EXTENT EXPRESSLY AGREED IN WRITING.

AS WITH ANY BUSINESS, FINANCIAL, INVESTMENT, OR PAYMENT ACTIVITY, YOU SHOULD USE YOUR BEST JUDGMENT, CONDUCT YOUR OWN DUE DILIGENCE, AND CONSULT YOUR OWN PROFESSIONAL ADVISORS WHERE APPROPRIATE.

## LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, PARTNERS, REPRESENTATIVES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, SYSTEM FAILURE, PAYMENT FAILURE, TRANSACTION DELAY, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, UNAUTHORIZED ACCESS, UNAUTHORIZED USE, FRAUD, PAYMENT ERROR, USER ERROR, THIRD-PARTY ERROR, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITE, SERVICES, YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

## INDEMNIFICATION

You agree to defend, indemnify, and hold Us harmless, including Our subsidiaries, affiliates, shareholders, directors, officers, agents, partners, contractors, representatives, and employees, from and against any loss, damage, liability, claim, demand, judgment, settlement, penalty, fine, cost, or expense, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

(1) Your Contributions or Submissions;

(2) Your use of the Site or Services;

(3) Your breach of these Terms;

(4) any breach of Your representations and warranties set forth in these Terms;

(5) Your violation of the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, publicity rights, contractual rights, or confidentiality obligations;

(6) any harmful, fraudulent, negligent, unauthorized, or unlawful act made by You toward any other user of the Site or Services;

(7) any information, documentation, payment instruction, investor information, entity information, transaction information, tax information, or compliance information You submit through the Services; or

(8) Your violation of any applicable law, regulation, payment network rule, Partner Bank requirement, Payment Provider requirement, or third-party agreement.

Notwithstanding the foregoing, We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us, and You agree to cooperate, at Your expense, with Our defense of such claims. We will use reasonable efforts to notify You of any such claim, action, or proceeding subject to this indemnification upon becoming aware of it.

## USER DATA

We will maintain certain data that You transmit to the Site or Services for the purpose of managing the performance of the Site and Services, providing the Services, maintaining records, supporting compliance obligations, and operating Our business.

Although We perform regular routine backups of certain data, You are solely responsible for all data that You transmit or that relates to any activity You have undertaken using the Site or Services. You agree that We shall have no liability to You for any loss or corruption of any such data, and You hereby waive any right of action against Us arising from any such loss or corruption of such data, except to the extent prohibited by applicable law.

We may monitor Your use of the Site and/or Services and collect and compile data and information related to Your use of the Site and/or Services to be used by Us in an aggregated and anonymized manner, including, without limitation, to compile statistical and performance information related to the provision and operation of the Site and/or Services, collectively, the “Aggregated Statistics.”

We retain all rights, titles, and interests in and to any Aggregated Statistics and all intellectual property rights contained therein. You acknowledge and agree that We may compile Aggregated Statistics based on Your data input into the Site and/or Services. You acknowledge and agree that We may:

(i) make Aggregated Statistics publicly available in compliance with applicable law; and

(ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

## ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, using the Services, sending Us emails, completing online forms, transmitting documents, accepting terms, submitting payment instructions, signing documents electronically, or otherwise interacting with the Services constitute electronic communications.

You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, records, transaction confirmations, policies, and other communications We provide to You electronically, via email, through the Site, through the Services, or by other electronic means, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, SUBSCRIPTION DOCUMENTS, PAYMENT AUTHORIZATIONS, TRANSACTION RECORDS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, DISCLOSURES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US, BY YOU, OR VIA THE SITE OR SERVICES.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or that restrict payments, authorizations, subscriptions, or transactions by electronic means, except to the extent such waiver is prohibited by applicable law.

## CALIFORNIA USERS AND RESIDENTS

If any complaint with Us is not satisfactorily resolved, You may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at:

1625 North Market Blvd., Suite N 112
Sacramento, California 95834

or by telephone at:

(800) 952-5210 or (916) 445-1254.

## MISCELLANEOUS

These Terms and any policies or operating rules posted by Us on the Site, provided through the Services, or otherwise incorporated by reference constitute the entire agreement and understanding between You and Us regarding the Site and Services, except to the extent You and Helm have entered into a separate written agreement that expressly supersedes or modifies these Terms.

Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law.

We may assign any or all of Our rights and obligations to others at any time without notice. You may not assign or transfer Your rights or obligations under these Terms without Our prior written consent.

We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond Our reasonable control, including, without limitation, acts of God, natural disasters, labor disputes, war, terrorism, civil unrest, government action, power outages, internet outages, vendor failures, banking system failures, payment network failures, cyberattacks, pandemics, or other events beyond Our reasonable control.

If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

No waiver by Us of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision.

There is no joint venture, partnership, employment, fiduciary, advisory, broker-dealer, investment adviser, agency, or other special relationship created between You and Us as a result of these Terms or Your use of the Site or Services, except to the extent expressly agreed in a separate written agreement.

You agree that these Terms will not be construed against Us by virtue of having drafted them. You hereby waive any and all defenses You may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

## CONTACT US

To resolve a complaint regarding the Site or Services or to receive further information regarding use of the Site or Services, please contact Us at:

iAlta Private Markets d/b/a Helm Private Markets
[Insert Mailing Address]
[Insert City, State, ZIP]
United States

Email: [[support@helmmarkets.com](mailto:support@helmmarkets.com)]
Website: https://www.helmmarkets.com

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