Strategy Publication Declaration v4

Strategy Publication Declaration v4

Authorization to Publish a Strategy in the Pyrite Risk Experts Platform

Part 1 — Strategy Reference

1.1 Strategy being published

This Declaration applies to the strategy identified below, as registered on the Pyrite Platform through the Manager and Strategy Registration Questionnaire. All descriptive information, performance data, and strategy metadata are governed by the Questionnaire, the Data Upload & Confidentiality Agreement, Pyrite’s Terms and Conditions and Pyrite’s Privacy Policy. This Declaration supplements those instruments for the specific purpose of authorizing public visibility.

Part 2 — Representations and Warranties

By signing this Declaration, the Manager, on behalf of himself/herself and his/her Company, makes each of the following representations and warranties to Pyrite Risk Experts, Inc. (‘Pyrite’), given as of the date of signature and deemed repeated on each day the strategy remains published on the Platform:

2.1 Authority

• I have full legal authority to submit this Declaration and to authorize the publication of the strategy identified in Part 1. Where I am acting on behalf of an entity, I have the power and authority to bind that entity to the terms of this Declaration.

2.2 Accuracy of strategy data

• The information and data I have provided or will provide about this strategy through the Pyrite Platform — including performance data, fees, strategy description, AUM, and strategy terms — is, to the best of my knowledge and belief, true, accurate, complete, and not misleading in any material respect.
• I will promptly update any strategy data on the Pyrite Platform that becomes inaccurate, incomplete, or misleading, and will notify Pyrite at Legal@PyriteRE.com of any material change that would affect the accuracy of the published listing.
• I understand and accept that Pyrite does not independently verify the accuracy of strategy data submitted by users and that other users of the Platform may rely on this data.

2.3 No solicitation

• I understand and agree that the publication of this strategy on the Pyrite Platform is strictly informational. Publication does not constitute, and must not be represented by me as constituting, a solicitation, offer, or invitation to invest in this strategy, to any party whether in the United States or any other jurisdiction.
• I will not use the Pyrite Platform listing as a marketing or promotional tool, will not direct prospective investors to the Pyrite Platform as a substitute for legal and proper offering documentation, and will not represent to any person that Pyrite Risk Experts endorses, recommends, or has verified this strategy.

2.4 No agency

• I understand and agree that Pyrite Risk Experts, Inc. does not act as my agent, placement agent, representative, broker, or marketing intermediary in connection with this strategy. Publication of this strategy creates no agency, partnership, joint venture, or fiduciary relationship between Pyrite and me, my strategy, or my organization. Pyrite has no authority to make representations about this strategy on my behalf.
• I will not represent to any person, whether in writing, verbally, or otherwise, that Pyrite acts as my placement agent, distributor, broker, or representative in connection with this strategy.

2.5 Notification obligations

• I will notify Pyrite immediately at Legal@PyriteRE.com if: (a) any regulatory action is initiated against me, my firm, or this strategy; (b) the regulatory status of my firm or strategy changes materially; (c) any data previously submitted about this strategy becomes materially inaccurate; or (d) I become aware of any claim by an investor or third party arising from the Pyrite listing.
• I acknowledge that failure to notify Pyrite of a material change may result in immediate delisting and may give rise to additional liability under Section 5 of this Declaration.

Part 3 — Regulatory Compliance

3.1 General compliance

• I confirm that the publication of this strategy on the Pyrite Platform, and all data submitted by me, complies with all applicable laws and regulations in each jurisdiction in which I and my strategy are subject to regulation, including advertising, marketing, and financial promotion rules.
• I have obtained all necessary regulatory approvals, conducted all required compliance reviews, and prepared all required disclosures before submitting this strategy for publication.
• If the regulatory status of my strategy or my organization changes, I will notify Pyrite immediately and acknowledge that Pyrite may delist the strategy without notice upon receiving such notification.

3.2 US performance advertising

• If I am registered with the SEC as a registered investment adviser, I confirm that the strategy performance data published through this Declaration constitutes an advertisement for purposes of SEC Rule 206(4)-1 (the Marketing Rule) and complies with all requirements of that Marketing Rule, including those governing the presentation of performance data, required disclosures, and prohibited representations.
• If I am not registered as an investment adviser but rely on an exemption from registration, I confirm that the performance data complies with the antifraud provisions of Section 206(4) of the Investment Advisers Act of 1940 and Rule 10b-5 under the Securities Exchange Act of 1934.

Part 4 — Scope of Publication and Visibility

4.1 What is published

Publication on the Pyrite Platform means that the strategy data submitted through the Registration Questionnaire — including strategy name, performance record, risk metrics, style classification, fee terms, and strategy description — will be displayed to other Platform subscribers. Pyrite’s analytical engine will generate and display derived metrics from the performance data. These derived metrics are Pyrite’s proprietary outputs and do not constitute data ‘submitted’ by the Manager.

4.2 Who can see this strategy

Once published, this strategy will be visible to Pyrite subscribers who have been granted allocator-level access, including accredited investors, qualified purchasers, registered investment advisers, and institutional professional users. Pyrite reserves the right to modify the set of user categories who can access published strategies.

• I accept full responsibility for ensuring that the strategy’s availability on the Pyrite Platform does not violate any investor-facing or offering restrictions applicable to this strategy, including any restrictions of the jurisdictions in which the strategy may be offered or marketed.
• I understand that once published, this strategy will be visible to professional and institutional investors in the United States and potentially other jurisdictions, and I accept the regulatory compliance obligations that flow from that visibility.

4.3 Data persistence

• I acknowledge that once this strategy is published, historical performance data and strategy information submitted by me (‘Published Strategy Data’) may be retained by Pyrite and may continue to be accessible to allocator subscribers even after my account is closed, after I request delisting, or after Pyrite removes the strategy from active listings.
• I irrevocably grant Pyrite a perpetual, royalty-free, worldwide licence to retain, store, and display Published Strategy Data for the purposes of maintaining the integrity and continuity of the Pyrite database. If I request removal of a strategy from active listings, Pyrite will take reasonable steps to suppress the strategy from active search and browsing results but makes no representation that Published Strategy Data will be completely purged from all platform records, archives, or derived datasets.
• I represent that my grant of this perpetual licence does not violate any obligation I owe to my company, the strategy’s investors, limited partners, or any other third party.
• I represent that the grant of this license does not infringe on the rights of any third party.

Part 5 — Indemnification and Pyrite’s Rights

5.1 Indemnification of Pyrite

By signing this Declaration, the Manager, acting for himself and his company or organization, agrees to indemnify, defend, and hold harmless Pyrite Risk Experts, Inc. and its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• any inaccuracy, omission, or misrepresentation in the strategy data submitted by the Manager
• any breach by the Manager of any representation or warranty in this Declaration
• any claim by any investor, regulatory authority, or third party arising from the publication of this strategy on the Pyrite Platform
• any violation by the Manager of applicable advertising, marketing, financial promotion, or securities laws in connection with the strategy listing
• any claim that Pyrite acted as the Manager’s agent, representative, or placement agent
• any failure by the Manager to notify Pyrite of a material change as required under Section 2.5

5.2 Pyrite’s rights regarding the listing

The Manager acknowledges and agrees that Pyrite reserves the right, at any time and in its sole discretion and without liability to the Manager:

• to decline to publish the strategy, or to remove the strategy from public visibility, without providing any reason
• to add Pyrite’s standard Platform disclaimers and ‘unverified’ or ‘user-submitted’ labels to the strategy listing
• to modify the display format of strategy data for consistency with other Platform listings
• to suspend or permanently delist the strategy if Pyrite, in its sole judgment, determines that the listing creates regulatory, legal, or reputational risk
• to immediately delist the strategy upon receiving notice of any regulatory action against the Manager or the strategy

5.3 No obligation to publish

Submission of this Declaration does not create any obligation on the part of Pyrite to publish or maintain any strategy listing. Pyrite is under no duty to any user, investor, or third party in connection with the decision whether to publish or delist any strategy.

Part 6 — Limitation of Pyrite’s Liability

6.1 Cap on Pyrite’s liability

To the maximum extent permitted by applicable law, Pyrite’s total liability to the Manager and his or her’s organization, under or in connection with this Declaration — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the subscription fees paid by the Manager to Pyrite in the twelve months immediately preceding the event giving rise to the claim.

6.2 Exclusion of consequential loss

To the maximum extent permitted by applicable law, Pyrite shall not be liable for any indirect, consequential, special, incidental, or punitive damages arising out of or in connection with this Declaration, including loss of profits, loss of revenue, loss of data, loss of goodwill, or loss of business opportunity, even if Pyrite has been advised of the possibility of such damages.

6.3 No liability for user-submitted content

PYRITE MAKES NO REPRESENTATIONS AND ACCEPTS NO LIABILITY REGARDING THE ACCURACY, COMPLETENESS OR FITNESS FOR PURPOSE OF ANY STRATEGY DATA SUBMITTED BY MANAGERS AND DISPLAYED ON THE PLATFORM. ALL PUBLISHED STRATEGY DATA IS USER SUBMITTED AND UNVERIFIED. IN THE EVENT THAT ALLOCATORS AND OTHER USERS RELY ON PUBLISHED STRATEGY DATA, THEY DO SO AT THEIR OWN RISK.

Part 7 — Governing Law and General Terms

7.1 Governing law

This Declaration and any dispute arising out of or in connection with it shall be governed by the laws of the State of New York, USA, without regard to conflict of laws principles. Any dispute arising under this Declaration shall be resolved in accordance with Pyrite’s Website Terms and Conditions (/terms) .

7.2 Relationship to other agreements

This Declaration supplements and is incorporated into Pyrite’s Website Terms and Conditions, the Platform Disclaimer, the Manager and Strategy Registration Questionnaire, and the Data Upload & Confidentiality Agreement. In the event of any conflict between this Declaration and those instruments with respect to strategy publication specifically, this Declaration prevails.

7.3 Severability

If any provision of this Declaration is unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

7.4 Waiver

No failure or delay by Pyrite in exercising any right under this Declaration shall constitute a waiver of that right. No single or partial exercise of any right shall preclude any other or further exercise of that right or the exercise of any other right.

Part 8 — Authorization and Signature

The undersigned represents that they have read and understood this Strategy Publication Declaration in its entirety, have the authority to bind the Manager and the publishing entity, and agree to be bound by its terms.