Terms of Use

Effective date: [Pending counsel review]

Last updated: [Pending counsel review]

These Terms of Use (“Terms”) govern your access to and use of the website located at starwardcapital.com (the “Site”), operated by Starward Capital (“Starward Capital,” “we,” “us,” or “our”). By accessing or using the Site, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Site.

1. Purpose of the Site

The Site is informational in nature. It is provided to communicate general information about Starward Capital, including the firm’s investment focus, geographic concentration, and general approach to investment. The Site is not intended to provide investment advice, legal advice, tax advice, accounting advice, or any other professional advice.

The Site does not constitute, and nothing contained on the Site shall be deemed to constitute:

• An offer to sell, or a solicitation of an offer to buy, any security, investment product, or interest in any fund or investment vehicle;
• A recommendation or endorsement of any investment, transaction, or strategy;
• The provision of investment advisory services to any person; or
• Marketing of any alternative investment fund, private fund, collective investment scheme, or similar product to any prospective investor in any jurisdiction.

Any offering of securities or interests in any investment vehicle managed or sponsored by Starward Capital, if and when undertaken, will be made only by means of separate offering documents delivered to specific qualified persons under applicable legal exemptions, in accordance with applicable law, and not through the Site or any general communication.

2. No Solicitation; Jurisdictional Restrictions

The Site is not directed at, and the content of the Site is not intended for distribution to or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation, or where Starward Capital is not authorized or qualified to make such distribution or use. Persons who access the Site are responsible for informing themselves about, and observing, any applicable restrictions in their jurisdiction.

Without limiting the generality of the foregoing:

United States. The Site is not directed at any person in the United States in a manner that would constitute a general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act of 1933, as amended. Any offering of securities by Starward Capital or any fund sponsored by Starward Capital that may be made in the United States will be made only to persons reasonably believed to qualify as accredited investors and qualified purchasers under applicable rules, and only through separate offering documents.

European Economic Area. The Site does not constitute marketing of any alternative investment fund within the meaning of Directive 2011/61/EU (the Alternative Investment Fund Managers Directive) or any national legislation implementing the Directive. Any offering of interests in any alternative investment fund sponsored by Starward Capital in the European Economic Area, if and when undertaken, will be made only in compliance with applicable national private placement regimes or under reverse solicitation by professional investors.

United Kingdom. The Site does not constitute a financial promotion within the meaning of Section 21 of the Financial Services and Markets Act 2000. Any communication that may be made in or from the United Kingdom in connection with any investment opportunity will be made only to and directed only at persons who are investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or other persons to whom such communication may lawfully be made.

Other Jurisdictions. Persons accessing the Site from other jurisdictions are responsible for compliance with all applicable local laws and regulations. The Site is not directed at any person in any jurisdiction where the use of the Site or the access to its content would be unlawful.

If you are a person to whom this Site may not lawfully be directed in your jurisdiction, you must not access or rely upon any content of the Site.

3. No Professional Advice

The content of the Site is provided for general informational purposes only and does not constitute investment advice, legal advice, tax advice, accounting advice, or any other professional advice. The content of the Site does not take into account your specific financial situation, investment objectives, risk tolerance, or any other circumstance.

You should consult with qualified professional advisors before making any investment decision or relying upon any information contained on the Site for any purpose. Starward Capital does not provide investment advice through the Site and disclaims any responsibility for actions taken or not taken in reliance on content provided through the Site.

4. No Warranty

The Site and all content provided through the Site are provided on an “as is” and “as available” basis, without warranty of any kind, express or implied. To the maximum extent permitted by applicable law, Starward Capital disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, timeliness, and availability.

Without limiting the foregoing, Starward Capital does not warrant:

• That the Site will be uninterrupted, error-free, or available at all times;
• That the content of the Site is accurate, current, complete, or reliable;
• That defects in the Site will be corrected;
• That the Site or the servers that host it are free of viruses, malware, or other harmful components; or
• That the use of the Site will produce specific results or outcomes.

Information on the Site may be modified, updated, or removed at any time without notice. Information that was accurate as of the date of publication may become inaccurate as circumstances change.

5. Limitation of Liability

To the maximum extent permitted by applicable law, Starward Capital, its affiliates, principals, officers, directors, employees, agents, and service providers shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages of any kind arising from or relating to your access to or use of the Site, including but not limited to:

• Loss of profits, revenue, business opportunities, or goodwill;
• Loss of data or content;
• Loss arising from reliance on information contained on the Site;
• Loss arising from any error, inaccuracy, omission, interruption, deletion, defect, delay, communication failure, theft, destruction, or unauthorized access to the Site or its content;
• Loss arising from any computer virus, malware, or other harmful component transmitted through the Site;
• Loss arising from third-party links or content referenced on the Site; or
• Loss arising from any other matter relating to the Site.

The limitation of liability set forth in this Section applies regardless of the legal theory upon which a claim is based, including contract, tort (including negligence), strict liability, or otherwise, and applies even if Starward Capital has been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, willful misconduct, or gross negligence, and (where applicable) liability for death or personal injury caused by negligence.

6. Intellectual Property

All content on the Site, including text, graphics, logos, designs, layouts, and other materials, is owned by Starward Capital or its licensors and is protected by copyright, trademark, and other intellectual property laws. No content of the Site may be copied, reproduced, distributed, modified, transmitted, displayed, performed, published, licensed, or otherwise used in any manner without the prior written consent of Starward Capital, except that:

• You may view and print individual pages of the Site for personal, non-commercial reference purposes;
• You may share links to pages of the Site;
• You may quote brief portions of the Site with appropriate attribution and only for permissible purposes such as commentary, news reporting, or research.

The name “Starward Capital,” the Starward Capital logo, and other marks of Starward Capital are trademarks of Starward Capital. Other trademarks referenced on the Site are the property of their respective owners. Nothing on the Site shall be construed as granting any license or right to use any trademark without the prior written consent of the trademark owner.

7. Third-Party Links

The Site may from time to time contain links to third-party websites, services, or resources. Such links are provided for convenience and reference only. Starward Capital does not endorse, guarantee, or assume responsibility for the content, products, services, or practices of third-party websites or services. Your access to and use of any third-party website or service is at your own risk and is subject to the terms and policies of that third party.

8. User Conduct

You agree that, in connection with your access to and use of the Site, you will not:

• Use the Site for any unlawful purpose or in violation of any applicable law or regulation;
• Use the Site to transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable;
• Attempt to gain unauthorized access to the Site, the servers on which the Site is hosted, or any related systems or networks;
• Use any automated means (including scraping, spidering, or harvesting tools) to access the Site or to collect content from the Site, except for legitimate search engine indexing;
• Interfere with or disrupt the operation of the Site or the servers on which the Site is hosted;
• Introduce any virus, malware, or other harmful component to the Site;
• Misrepresent your identity or affiliation in any communication with Starward Capital through the Site;
• Use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use of the Site;
• Reverse engineer, decompile, or attempt to derive source code from any software underlying the Site; or
• Use the Site or its content for any purpose inconsistent with these Terms or applicable law.

Starward Capital reserves the right to investigate and take appropriate action against any person who violates the foregoing, including without limitation removing offending content, suspending or terminating access to the Site, and pursuing legal remedies.

9. Privacy

Your access to and use of the Site is also governed by the Starward Capital Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy describes how Starward Capital collects, uses, discloses, and otherwise processes personal information in connection with the Site. By using the Site, you acknowledge that you have read the Privacy Policy.

10. Changes to These Terms

Starward Capital may revise these Terms from time to time. The effective date at the top of these Terms indicates when the Terms were last revised. Material changes will be communicated through reasonable means, which may include posting an updated version of these Terms on the Site. Your continued use of the Site after the effective date of an updated version constitutes acceptance of the updated Terms.

You are responsible for periodically reviewing these Terms for changes. If you do not agree to the revised Terms, you must discontinue your use of the Site.

11. Governing Law and Dispute Resolution

These Terms and your access to and use of the Site are governed by the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to these Terms or your use of the Site shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and you consent to the personal jurisdiction of and venue in such courts.

The foregoing does not deprive you of any protection you may have under mandatory consumer protection laws in your country of residence. If you are a consumer resident in the European Economic Area or the United Kingdom, you may also bring proceedings in the courts of your country of residence to the extent required by applicable consumer protection law.

12. Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable for any reason, that provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect. Where possible, the invalid, unlawful, or unenforceable provision shall be replaced with a valid, lawful, and enforceable provision that most closely reflects the original intent of the parties.

13. Entire Agreement

These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Starward Capital with respect to your access to and use of the Site, and supersede all prior agreements, representations, and understandings, whether oral or written, with respect to such subject matter.

14. No Waiver

The failure of Starward Capital to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver of a right or provision must be in writing and signed by Starward Capital to be effective.

15. Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the prior written consent of Starward Capital. Starward Capital may assign, transfer, or delegate its rights and obligations under these Terms at any time without your consent.

16. Contact

For questions regarding these Terms or to communicate with Starward Capital regarding the Site, please contact:

Starward Capital
Email: info@starwardcapital.com