By becoming a registered user of amberpartners.com, a website owned and operated by Amber Partners Ltd. ("Amber"), and thereby enabling access to Amber Certifications, you acknowledge and agree that:
(a) you are an accredited investor (as described in Regulation D of the Securities Act 1933, as amended, if a US person, or otherwise in accordance with the requirements of such local laws as to which you may be subject) with sufficient experience in hedge fund investments to make independent and informed investment decisions in respect of hedge fund investments;
(b) you have reviewed the description of Amber's Operational Certification Methodology set forth on Amber's website and understand the scope and limits of the assessment that Amber generally purports to undertake in its Amber Certifications, understand the methodology used by Amber in preparing certification reports/updates and understand the limited import of these certifications;
(c) you understand that Amber Certifications are not a recommendation regarding the suitability of the hedge fund as an investment for any particular investor;
(d) you understand that Amber Certifications are not to be used as the sole criteria for any investment decision;
(e) you understand that the opinions set forth in Amber Certifications are only opinions and that other equally informed evaluators could reach different opinions that might be either more negative or more positive on the issues addressed;
(f) you understand that Amber Certifications do not consider the risk of market losses and that Amber Partners does not conduct any due diligence on the merits of the investment strategies, nor of investment risk management, including any assessment of risk management systems and/or tools used for these purposes; accordingly, you understand that Amber Certifications are not, and should not be construed to be, an opinion concerning the investment strategies of, or risk profile of the investment strategies of, the related hedge fund or as to the future investment performance of the related hedge fund;
(g) you understand that Amber is not a certified public accountant and has not conducted a financial audit of the hedge fund or its manager and Amber Certifications do not, and should not be construed to, constitute an opinion as to the financial condition of the hedge fund or its manager;
(h) you understand that Amber Certifications are based in part upon information provided to Amber by the hedge fund manager in question and Amber has not independently verified that information;
(i) you understand that the conclusions set forth in the Amber Certification represent the opinion of Amber determined with respect to its own criteria and do not necessarily indicate the extent to which a hedge fund has met "best practices" criteria that have been or may in the future be adopted by regulators or industry groups;
(j) you understand that the opinions set forth in Amber Certifications are based upon the assessment of the hedge fund as of the date of such Amber Certification and Amber has no obligation to update or remove an Amber Certification once posted;
(k) you understand that Amber's criteria for Certification may evolve over time as industry practice changes and Amber does not undertake to update Amber Certifications previously issued to reflect such evolutions;
(l) you understand that Amber receives from each hedge fund or its manager a substantial fee for undertaking an assessment and publishing an Amber Certification in respect of such hedge fund, which fee is payable whether or not the hedge fund authorises Amber to publish its findings;
(m) you understand and agree that Amber Certifications are intended for the exclusive use of registered users for the purpose of evaluating the registered user's own investments in hedge funds that are the subject of Amber Certifications and for no other purpose;
(n) you understand and agree that the information set forth herein, as well as information in each Amber Certification, together with all information provided by Amber, may not be further distributed or communicated by the registered user without the prior written consent of Amber;
(o) NEITHER AMBER NOR ANY OF ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF ANY THEREOF (THE "AMBER PARTIES") MAY BE HELD RESPONSIBLE FOR ANY DAMAGE, LOSS, LIABILITY, COST OR EXPENSE, OF ANY KIND WHATSOVER, THAT MAY RESULT FROM RELIANCE ON THE INFORMATION OR ASSESSMENT CONTAINED IN ANY AMBER CERTIFICATION, REGARDLESS OF WHETHER SUCH INFORMATION PROVES TO BE INACCURATE OR SUCH ASSESSMENTS PROVE TO BE ILLFOUNDED FOR ANY REASON WHATSOEVER;
(p) YOU WILL NOT SEEK ANY RECOVERY FROM ANY AMBER PARTY IN THE COURTS OF LAW OR EQUITY;
(q) ANY DISPUTES ARISING OUT OF THE REGISTERED USER'S USE OF AMBER CERTIFICATIONS SHALL BE SUBMITTED TO BINDING ARBITRATION IN BERMUDA; AND
(r) YOU SHALL INDEMNIFY AND HOLD HARMLESS EACH AMBER PARTY FROM ANY COSTS, EXPENSES (INCLUDING LEGAL FEES) AND LIABILITIES INCURRED BY ANY OF THEM AS A DIRECT OR INDIRECT RESULT, IN WHOLE OR IN PART OF EITHER (A) ANY CLAIMS MADE BY SUCH REGISTERED USER OR ANY PERSON OBTAINING AMBER CERTIFICATIONS DIRECTLY OR INDIRECTLY THROUGH SUCH REGISTERED USER OR (B) ANY USE OF ANY AMBER CERTIFICATION IN A MANNER NOT AUTHORISED HEREBY.
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