TERMS OF USE

Each person using the Whale Rock Capital Management, LLC (“Whale Rock”) website (“Site”) (a “User” or “you”) expressly agrees to the following Terms of Use. These terms, together with the Privacy Policy (collectively, the Terms of Use and Privacy Policy are referred to as “Terms”) govern, as a condition to accessing and using this Site, any content, functionality or services offered on or through this Site, as well as all information about you collected by this Site whether such information is collected automatically, through the use of cookies and equivalent technology, or if provided by you. Please read the Terms carefully before you start to use the Site. By using the Site, you accept and agree to be bound by the Terms. If you do not agree to the Terms, you must not access the Site.

This Site is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. The owner of the Site is based in the Commonwealth of Massachusetts in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Whale Rock may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Users continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. Users are expected to check this page each time you access this Site so you are aware of any changes, as they are binding. Whale Rock reserves the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. Whale Rock will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, Whale Rock may restrict access to some parts of the Site, or the entire Site, to Users.

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by Whale Rock, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These terms permit you to use the Site for your personal or internal business use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows:
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.

You must not:
• Modify copies of any materials from this Site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Site.
• Collect data through automated means, such as through scrapers, spiders, robots, or other harvesting programs (collectively referred to as “Auto Data Collection”).

No User may use the Site at any time for any purpose that is unlawful or prohibited and shall comply with any applicable local, state, national or international laws or regulations when using this Site.

Whale Rock, and the logos and marks included on the Whale Rock website that identify Whale Rock services and products are proprietary materials. The use of such terms and logos and marks without the express written consent of Whale Rock is strictly prohibited. Copyright in the pages and in the screens of the Site, and in the information and material therein, is proprietary material owned by Whale Rock unless otherwise indicated. The unauthorized use of any material on the Whale Rock website may violate numerous statutes, regulations and laws, including, but not limited to, copyright, trademark, trade secret or patent laws.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms, we may restrict your right to use the Site and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Whale Rock. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WHALE ROCK WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER WHALE ROCK NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WHALE ROCK, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

All matters relating to the Site and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction).

No waiver by Whale Rock of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Whale Rock to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

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Nothing on the public portion of the Site is an offer to sell securities or a solicitation of an offer to buy securities. Nothing in the public portion of the Site constitutes advice regarding, or a recommendation of, the purchase or sale of a security.

Registration with the SEC as an Investment Advisor does not imply any level of skill or training.

Last revised: November 2018

POLICY STATEMENT ON PRIVACY AND SECURITY

Whale Rock Capital Management LLC of 2 International Place, 24th Floor, Boston, MA 02110, US (“Whale Rock”) and the investment funds for which it serves as investment manager may collect nonpublic information, including “personal data” as defined under applicable European Data Privacy Laws (defined below), of Whale Rock’s customers. This Privacy Policy applies to the processing of personal information to process and administer Whale Rock’s customers’ business needs and to ensure that we are satisfying their financial needs. For European residents, this Privacy Policy describes the basis on which we process personal data and for what purposes, a summary of the privacy rights under applicable European privacy laws, including the General Data Protection Regulation, and other UK and European data privacy laws (the “European Data Privacy Laws”) and how we protect personal data. Whale Rock is the data controller under European Data Privacy Laws and the personal data is processed by Whale Rock in the US (which has a lower standard of data privacy laws compared to the European Data Privacy Laws). This Privacy Policy also addresses how Whale Rock complies with Massachusetts and California data security and consumer privacy regulations.

Information collected by Whale Rock may be “nonpublic personal information” or “NPI” subject to the SEC’s Regulation S-P. For more information on how we collect, use and share NPI, please see our Reg. S-P Privacy Notice, available at: www.whalerockcapital.com.
Whale Rock collects and maintains nonpublic personal information and personal data about or from its customers including, but not limited to, the following types of information:

• Basic personal data such as name, social security number, address, current employment, company name, company email address, business phone number, and business address.

• Financial data including assets, transactions and income information.
The source of this personal information is usually our customers (directly or on their behalf by service providers or agents), recorded calls and from the following documents:

• Information provided to Whale Rock, such as on applications, questionnaires, contracts, or other forms.
• Transactions, account balances, account history, and transactions with us, affiliates or third parties.

Whale Rock collects personal information to fulfil its contractual obligations, statutory obligations and/or its legitimate interest and for other purposes for which Whale Rock has a lawful basis under the European Data Privacy Laws, including: (i) for compliance with legal and regulatory requirements such as regulations aimed at prevention of money laundering or terrorist financing or “Know your Client” requirements, as well as to verify
the status and/or eligibility of customers for services offered by Whale Rock and for compliance with tax reporting requirements; (ii) for purposes of reporting to, or communicating with, customers concerning the services offered by Whale Rock and otherwise for fulfilling contractual and pre-contractual steps with customers or other legitimate business activities; (iv) in connection with litigation, investigations, regulatory or governmental enquiries or for other legal or regulatory purposes involving Whale Rock or its affiliates or partners; and (v) for other legitimate business interests. If any “special categories of personal data” (as defined under the European Data Privacy Laws) have been provided to Whale Rock to enable us to respond to certain requests such as access requests or scheduling of meetings or similar requirements, Whale Rock does so with consent and/or on the grounds of legal necessity. See below “Sharing of Personal Information” for more details.
In addition, Whale Rock may, with consent if legally required under the European Data Privacy Rights, process personal information in order to communicate with the customers for marketing purposes. In this event, Whale Rock may provide additional information that it believes may be of interest, including about services, news updates, research or market commentary, conferences, or events offered by or in conjunction with Whale Rock. A customer/relevant individual whose email address is used for such communications has the right to unsubscribe by emailing Whale Rock (see below) or by following the instructions in any such communication, e.g. by clicking on the link to unsubscribe.

Website Data Collection:
When a customer logs-in and/or anyone visits our website (whalerockcapital.com or the “Site”) from either their computer, mobile phone, tablet, or other device, we may collect certain information from them, including their Internet Protocol (“IP”) address, MAC address, browser type, operating system, device-identifying information, the specific web pages visited during the connection, and the domain name from which they accessed the Site. In addition, we may collect information about browsing behavior, such as the date and time they visit the Site, the areas or pages of the Site that they visit, the amount of time they spend viewing the Site, the number of times they return to the Site and other clickstream data. We may also use non-personal or aggregated information for statistical analysis, research, and other purposes.
Like many websites, we analyze how visitors use our Site through what is known as “cookie” technology. A cookie is a small text file that is placed on a computer when a visitor accesses the Site and allows us to recognize them each time they visit the Site. We may use cookies to: (1) allow them to use the Site without having to re-enter their user name and password; (2) enhance or personalize Site usage; (3) monitor Site usage; (4) manage the Site; and (5) improve the Site and our services. If a visitor chooses, they can set their browser to reject cookies or they can manually delete individual cookies or all of the cookies on their computer by following their browser’s help file directions. However, if their browser is set to reject cookies or they manually delete cookies, they may have some trouble accessing and using some of the pages and features that are currently on our Site, or that we may put on our Site in the future. Note that browser-management tools for cookies are outside of our control and we cannot guarantee their effectiveness.

We may also use web beacons on the Site and in our emails. Web beacons are tiny graphic images that are used to collect information about a visit to the Site, such as the pages a visitor views and the features used, as well as information about whether they open and/or act upon one of our emails. We may also collect the URL of the website visited immediately before coming to the Site. Web beacons help us analyze our Site visitors’ behavior and measure the effectiveness of the Site. We may work with service providers that help us track, collect and analyze this information. We may use Google Analytics to evaluate use of the Site for our internal purposes such as evaluating usages of the Site. To learn how Google Analytics collects and processes data, please visit: “How Google uses data when you use our partners’ sites or apps” located at www.google.com/policies/privacy/partners.
We may combine the information we collect through cookies and web beacons with other information we have collected from customers or information from other sources.
We only use such information to evaluate usage of the Site and improve performance and customer services and to protect the security and integrity of the Site and our business, such as preventing fraud, hacking, and other criminal activity or to meet legal obligations. We only share such information with our service providers to perform a business, professional or technical support function for us.

Security Measures:
It is the policy of Whale Rock to restrict access to personal information to those employees, agents, representatives or third parties that need to know the information to provide products and services to its customers. This includes:
• Physical safeguards including restricted elevator access to its offices and full-time staffed reception desk to check people who arrive at the office.
• Electronic safeguards including firewalls for server database protection, passwords for computer login, and limited access to the computer room.
• Restricting access to customer information to those required to have access to service customer needs.

Sharing of personal information:
All financial companies need to share customers’ information to run their everyday business. Whale Rock may disclose personal information with its affiliated Whale Rock companies and brokers, banks, agents, employees, and third parties who need to know to perform services on the customer’s behalf and to other third parties, including but not limited to the following types of third parties:

• Financial service providers, such as Whale Rock’s administrator, placement agent and prime broker registered broker/dealers, auditors, regulators, and transfer agents in order to service customer accounts and/or who assist Whale Rock as part of the ordinary course of servicing your investments or providing any other services to you;

• Legal representatives of Whale Rock, such as our counsel, accountants and auditors;

• Third parties who perform marketing services for Whale Rock or with whom we have entered into joint marketing agreements for services or information about services that you have requested;

• Parties to a dispute or litigation, and their representatives and advisors, or regulatory or governmental authorities or otherwise as permitted by law;

• Any other service providers.
Whale Rock will exercise appropriate due diligence in the selection of its third-party service providers, and require that such providers maintain adequate technical and organizational security measures to safeguard personal information, and to process personal information only as instructed by Whale Rock or a member of the Whale Rock’s group of affiliates.

Whale Rock may also disclose personal information to governmental authorities as required or permitted by law; public and private social security and insurance agencies; consultants in connection with extraordinary business operations (e.g., mergers, acquisitions, and the like); to business partners, agents and customers; external consultants and professionals; courts and other dispute forums. This personal information will be disclosed to such third-parties only as necessary in connection with the performance of contracts, Whale Rock’s business activities and the purposes listed above or as otherwise authorized, required, or permitted by law. Whale Rock may continue to maintain and share information about its customers even after they are no longer customers.

In addition, to comply with Massachusetts Data Security Regulation and other applicable laws, Whale Rock has developed a process to ensure confidentiality and integrity of personal information, maintained by the firm and its administrators that could create the risk of identity theft or fraud against a resident of the Commonwealth of Massachusetts and have codified the policies and procedures in writing. These procedures include:

• Designation of one or more individuals responsible for maintaining and monitoring the information security program;
• Assessment of information security risks on an ongoing basis;
• Encryption of portable devices – portable devices that contain personal information of customers or employees and only where technically feasible are encrypted.
• Encryption of backup tapes and emails – backup tapes and emails containing personal information are encrypted on a prospective basis if it is technically feasible;
• Maintaining up-to-date virus definitions, firewall protections, and operating system security patches;
• Overseeing third party service providers;
• Documenting responsive actions taken in connection with any incident involving information security breaches and records of corrective actions taken.

Your California Privacy Rights:
Whale Rock complies with the California Consumer Privacy Act of 2018 (“CCPA”) by providing California residents with the following rights with respect to their personal information:

• The right to know what personal information Whale Rock has collected, used, disclosed and sold. To submit a request to know, California residents may call Whale Rock at 617-502-9900 or visit www.whalerockcapital.com. California residents may also designate an authorized agent to make a request for access on their behalf on Whale Rock’s website at www.whalerockcapital.com.
• The right to request that Whale Rock delete any personal information it has collected. To submit a request for deletion, California residents may call Whale Rock at 617-502-9900 or visit www.whalerockcapital.com. California residents may also designate an authorized agent to make a request for deletion on their behalf on Whale Rock’s website at www.whalerockcapital.com.

When California residents exercise these rights and submit a request, Whale Rock will verify their identity by asking them for their email address, telephone number, and/or information about their account with Whale Rock. Whale Rock will endeavor to honor customers’ requests unless such a request conflicts with certain lawful exemptions under the CCPA. Please note that Whale Rock is only required to honor such requests twice in a twelve (12) month-long period.

Exercise of these rights will have no adverse effect on the price and quality of Whale Rock’s services.

For the twelve (12) month-long period prior to the date of this Privacy Notice, Whale Rock has not sold any personal information about its customers; nor does it have any plans to do so in the future.

Your European Privacy Rights:
Where the European Data Privacy Laws apply, the relevant individual whose personal data is processed by Whale Rock has certain rights relating to their personal data in accordance with and subject to the European Data Privacy Laws including to: (i) check whether Whale Rock holds personal data about them and to access such personal data; (ii) request the correction of personal data that is inaccurate; (iii) have a copy of the personal data provided to another data controller (as defined under the European Data Privacy Laws) where technically feasible; (iv) request the erasure of the personal data; and (v) request the restriction of processing the personal data. To exercise any of these rights, customers should send the request to the email below.
Whale Rock retains personal data for a period of at least six (6) years from the date on which the relevant business relationship, for which purpose such personal data was provided, has ended.
If any customers have any questions or wish to raise any concerns, they can contact Whale Rock or raise a concern with the relevant supervisory authority in their country of residence in accordance with the European Data Privacy Laws (as applicable).
We may change this Privacy Policy from time to time, including as required to keep current with rules and regulations, new technologies and security standards. When we do, we will post the change(s) on our Site. If we change this policy in a material and retroactive manner, we will provide appropriate notice.
If you have any questions about this Privacy Notice or to request a copy of this Privacy Notice in another format, call (617) 502-9909 or email james@whalerockcapital.com.