This Master Services Agreement (the “Agreement”) is entered into between Tiger Hill Limited, a company incorporated in Hong Kong (Company No. 77736989) with registered office at Unit 2, LG 1, Mirror Tower, 61 Mody Road, Tsim Sha Tsui, Hong Kong (“Tiger Hill Limited” or “we”), and the Customer identified in the applicable Order Form (“Customer” or “you”). This Agreement becomes effective on the Effective Date and governs Customer's access to and use of the Services.

1. Definitions

Capitalised terms have the meanings set out in this Section 1 or where first defined. “Agreement” means this MSA, any Order Form, and all Exhibits. “Services” means CYNAD and any related services provided by Tiger Hill Limited. “Customer Data” means any data, content, or information submitted to or processed through the Services by or on behalf of Customer, including investor data. “Authorised User” means an individual authorised by Customer to access the Services.

2. Licenses & Access

2.1 Grant of Access

Subject to Customer's compliance with this Agreement and payment of all Fees, Tiger Hill Limited grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use CYNAD for Customer's internal business purposes.

2.2 Authorised Users

Customer may permit its employees and independent contractors to use CYNAD as Authorised Users, provided each is bound by confidentiality obligations no less protective than those in this Agreement. Customer is responsible for all acts and omissions of its Authorised Users and for maintaining the confidentiality of their credentials.

2.3 Acceptable Use and Restrictions

Customer and its Authorised Users shall not: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code of CYNAD; (b) resell, sublicense, rent, lease, or otherwise make CYNAD available to any third party; (c) remove or alter any proprietary notices or branding; (d) use CYNAD to build a competing product or service; (e) upload, store, or transmit content that is unlawful, infringing, defamatory, harmful, or for which Customer does not hold all necessary rights; (f) transmit malware, viruses, or other harmful code; (g) interfere with or disrupt the Services, attempt to gain unauthorised access, or circumvent any security or access controls; (h) scrape, bulk-extract, or systematically download content beyond the export features expressly provided by the Services; or (i) use the Services in violation of any applicable law, regulation, or third-party right. Customer is responsible for ensuring compliance with this Section 2.3 by all Authorised Users.

2.4 Customer Data Licence

Customer retains all right, title, and interest in and to Customer Data. Customer grants Tiger Hill Limited a limited, non-exclusive, worldwide licence to host, store, process, transmit, and display Customer Data solely as necessary to provide the Services and as permitted by this Agreement and Exhibit A (DPA).

2.5 Feedback Licence

If Customer provides Tiger Hill Limited with suggestions, feedback, or ideas relating to CYNAD, Tiger Hill Limited may use such feedback freely and without obligation, and any improvements resulting from such feedback are and shall remain the sole property of Tiger Hill Limited.

3. Tiger Hill Limited Obligations

3.1 Provision of Services

Tiger Hill Limited shall make the Services available to Customer in accordance with the then-current Services Description, as updated from time to time. Tiger Hill Limited reserves the right to modify the Services, provided that no such modification materially reduces core functionality during the Subscription Term.

3.2 Support

Tiger Hill Limited shall provide reasonable email-based support to Customer between 09:00 and 17:00 UTC, Monday to Friday (excluding public holidays). Support scope and response targets, if any, are described in the Services Description.

3.3 Security

Tiger Hill Limited shall implement and maintain commercially reasonable administrative, technical, and organisational safeguards designed to protect Customer Data against unauthorised access, use, alteration, or disclosure, taking into account the nature of the data processed.

3.3.1 Encryption

Customer Data shall be encrypted in transit using industry-standard protocols (e.g., TLS 1.2 or higher) and at rest using industry-standard algorithms.

3.3.2 Breach Notification

Tiger Hill Limited shall notify Customer without undue delay, and in any event within seventy-two (72) hours, upon becoming aware of a confirmed security incident affecting Customer Data. The notification shall include reasonable detail about the incident, its scope, and remediation steps.

3.4 Service Continuity

Tiger Hill Limited may perform scheduled maintenance which may result in temporary unavailability of the Services. Tiger Hill Limited shall use commercially reasonable efforts to conduct such maintenance outside normal business hours.

4. Customer Obligations

4.1 Accurate Information

Customer shall ensure that all information and Customer Data provided to Tiger Hill Limited is accurate, current, and complete, and shall promptly update such information as necessary.

4.2 Lawful Use

Customer shall use the Services in compliance with all applicable laws and regulations and this Agreement, and shall not use the Services for any unlawful or unauthorised purpose.

4.3 Regulatory Compliance

Customer acknowledges that it is solely responsible for compliance with all laws and regulations applicable to its business, including without limitation investment management, securities, anti-money-laundering, know-your-customer, fund administration, and investor eligibility requirements. Tiger Hill Limited is a technology service provider and does not assume any such regulatory obligations.

4.3.1 Investor Eligibility

Customer is solely responsible for verifying the eligibility, accreditation, and qualification of its investors under applicable law, including accredited-investor, qualified-purchaser, or equivalent standards in the relevant jurisdictions.

4.4 User Account Security

Customer is responsible for maintaining the confidentiality of its Authorised User credentials, enforcing strong authentication (including multi-factor authentication where offered), and promptly notifying Tiger Hill Limited of any suspected unauthorised access.

4.5 Sanctions and Export Controls

Customer represents and warrants that neither Customer nor, to Customer's knowledge, any of its investors or beneficial owners is listed on any applicable sanctions list (including OFAC, UK, or EU sanctions lists), and that Customer will not use the Services to facilitate any transaction involving a sanctioned person or jurisdiction.

4.6 Review of Outputs

Customer acknowledges that any calculations, reports, tax-related outputs, or other information produced by the Services are informational and are not a substitute for review by Customer's own advisers, fund administrator, auditor, or tax professional. Customer is solely responsible for reviewing and verifying any output before relying upon it.

5. Intellectual Property

5.1 Tiger Hill Limited IP

As between the parties, Tiger Hill Limited retains all right, title, and interest in and to the Services, the CYNAD software, and all related intellectual property rights, including any modifications, improvements, or derivative works, regardless of the source of inspiration.

5.2 Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

5.3 No Implied Licences

Except for the rights expressly granted in this Agreement, no licence or other right is granted, whether by implication, estoppel, or otherwise.

6. Confidentiality

6.1 Definition

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer's Confidential Information.

6.2 Obligations

Recipient shall (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable degree of care, and (c) not disclose Confidential Information to any third party except to its personnel and professional advisers bound by confidentiality obligations.

6.3 Exceptions

The obligations in this Section 6 do not apply to information that (a) is or becomes publicly available without breach of this Agreement, (b) was lawfully known to Recipient prior to disclosure, (c) is independently developed by Recipient without reference to Confidential Information, or (d) is received by Recipient from a third party without breach of any confidentiality obligation.

6.4 Duration

The obligations in this Section 6 survive termination of this Agreement for a period of five (5) years; provided that obligations with respect to trade secrets continue for as long as such information remains a trade secret under applicable law.

6.5 Compelled Disclosure

If Recipient is legally compelled to disclose Confidential Information, Recipient shall, where legally permitted, provide prompt notice to Discloser so that Discloser may seek a protective order or other appropriate remedy.

7. Data Protection

7.1 Data Processing Addendum

Where Tiger Hill Limited processes personal data on behalf of Customer, such processing is governed by the Data Processing Addendum attached as Exhibit A, which is incorporated into this Agreement by reference.

7.2 Roles

For the purposes of applicable data protection laws, Customer acts as the controller of personal data submitted to the Services and Tiger Hill Limited acts as the processor.

7.3 Subprocessors

Tiger Hill Limited may engage third-party subprocessors to provide the Services. Subprocessor governance, including notification of new subprocessors and Customer's right to object, is set out in Exhibit A.

8. Fees & Payment

8.1 Fees

Customer shall pay Tiger Hill Limited the fees set out in the applicable Order Form (“Fees”). Except as expressly stated, Fees are non-refundable.

8.2 Invoicing & Payment Terms

Tiger Hill Limited shall invoice Customer in accordance with the Order Form. Customer shall pay all undisputed invoices within thirty (30) days of the invoice date in the currency specified.

8.3 Late Payment

Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Tiger Hill Limited may suspend the Services if Customer fails to pay any undisputed amount more than thirty (30) days after the due date.

8.4 Taxes

Fees are exclusive of all taxes. Customer is responsible for all sales, use, value-added, and similar taxes, excluding taxes based on Tiger Hill Limited's net income.

8.5 Price Changes on Renewal

Tiger Hill Limited may increase Fees on renewal upon at least sixty (60) days' written notice prior to the end of the then-current Subscription Term.

9. Warranties & Disclaimers

9.1 Mutual Authority

Each party represents and warrants that it has full right, power, and authority to enter into and perform this Agreement.

9.2 Limited Services Warranty

Tiger Hill Limited warrants that during the Subscription Term the Services shall materially conform to the then-current Services Description. Customer's sole and exclusive remedy, and Tiger Hill Limited's entire liability, for breach of this warranty is, at Tiger Hill Limited's option, (a) re-performance of the non-conforming Services or (b) termination of the affected Order Form and a pro-rata refund of prepaid Fees for the non-conforming period.

9.3 No Investment Advice / No Fiduciary

Customer acknowledges and agrees that Tiger Hill Limited is not acting as an investment adviser, broker-dealer, fiduciary, custodian, transfer agent, fund administrator, accountant, tax adviser, or legal adviser to Customer or its investors, and no such relationship is created by this Agreement or by Customer's use of the Services.

9.4 Calculations Informational

Any calculations, reports, or outputs generated by the Services (including without limitation capital-account balances, net-asset-value calculations, performance metrics, carried-interest calculations, and tax-related outputs) are provided for informational purposes only. Authoritative records remain those maintained by Customer's fund administrator, transfer agent, auditor, or tax adviser, as applicable.

9.5 AS-IS Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TIGER HILL LIMITED DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE OPERATION, ACCURACY OF OUTPUTS, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Direct Damages

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO TIGER HILL LIMITED UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Carve-Outs

The limitations in Sections 10.1 and 10.2 do not apply to (a) a party's indemnification obligations under Section 11, (b) Customer's payment obligations, (c) breach of Section 6 (Confidentiality), or (d) a party's gross negligence or wilful misconduct.

10.4 Data Breach Super-Cap

Notwithstanding Section 10.2, Tiger Hill Limited's aggregate liability for claims arising from a breach of its security obligations under Section 3.3 shall not exceed two (2) times the Fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

11. Indemnification

11.1 Tiger Hill Limited IP Indemnity

Tiger Hill Limited shall defend Customer against any third-party claim alleging that the Services, as used by Customer in accordance with this Agreement, infringe any patent, copyright, or registered trademark of such third party, and shall pay damages finally awarded against Customer or agreed in a settlement authorised by Tiger Hill Limited.

11.2 IP Indemnity Exclusions

Tiger Hill Limited has no obligation under Section 11.1 for claims arising from (a) modifications of the Services not made by Tiger Hill Limited, (b) combination of the Services with products or data not provided by Tiger Hill Limited, (c) use of the Services in violation of this Agreement or applicable law, or (d) Customer Data.

11.3 Remedies at Tiger Hill Limited's Option

If the Services become, or in Tiger Hill Limited's opinion are likely to become, subject to an infringement claim, Tiger Hill Limited may, at its option, (a) obtain the right for Customer to continue using the Services, (b) modify the Services to be non-infringing without material loss of functionality, or (c) terminate the affected Order Form and refund any prepaid Fees for the unused portion of the Subscription Term.

11.4 Customer Indemnity

Customer shall defend Tiger Hill Limited against any third-party claim arising from (a) Customer Data or the use or processing of Customer Data, (b) Customer's breach of Section 4 (Customer Obligations) or Section 2.3 (Restrictions), or (c) Customer's violation of applicable law, and shall pay damages finally awarded against Tiger Hill Limited or agreed in a settlement authorised by Customer.

11.5 Procedure

The indemnified party shall (a) promptly notify the indemnifying party of the claim, (b) grant the indemnifying party sole control of the defence and settlement (provided no settlement imposes liability on the indemnified party without its consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.

12. Term & Termination

12.1 Term

This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated in accordance with their terms.

12.2 Renewal

Unless an Order Form states otherwise, each Order Form shall automatically renew for successive periods equal to its initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

12.3 Termination for Cause

Either party may terminate this Agreement or any Order Form for cause upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.

12.4 Termination for Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy or similar proceeding.

12.5 Effect of Termination

Upon termination, Customer's right to access and use the Services ceases. Each party shall return or destroy the other's Confidential Information, subject to the data-export rights in Section 12.6.

12.6 Data Export

For a period of thirty (30) days following termination (the “Export Period”), Tiger Hill Limited shall, at Customer's request, provide Customer with a copy of Customer Data in a commonly readable format. After the Export Period, Tiger Hill Limited may delete Customer Data from its production systems.

12.7 Survival

The following Sections survive termination: Section 1 (Definitions), Section 5 (IP), Section 6 (Confidentiality), Section 9 (Warranties & Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12.5–12.8, and Section 13 (Miscellaneous).

13. Miscellaneous

13.1 Precedence

In the event of conflict, the following order of precedence applies: (1) the Order Form (for terms specific to that Order Form), (2) Exhibit A (DPA), (3) the body of this MSA, (4) the Services Description.

13.2 Updates to Schedules

Tiger Hill Limited may update the Services Description from time to time. Material changes shall take effect no earlier than thirty (30) days after notice to Customer, during which Customer may terminate the affected Order Form without penalty if it reasonably objects to the change.

13.3 Notices

Notices under this Agreement shall be in writing and sent by email to the addresses specified in the Order Form or by recognised courier to the parties' principal places of business. Notices are deemed given upon receipt.

13.4 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict-of-laws principles.

13.6 Dispute Resolution

Any dispute arising out of or related to this Agreement shall be finally resolved by binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in Hong Kong in accordance with its rules. Either party may seek equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

13.7 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of war, civil unrest, labour disputes, pandemics, governmental action, or failures of third-party providers or infrastructure.

13.8 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

13.9 Waiver

No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party. Failure to enforce any provision is not a waiver of future enforcement.

13.10 Entire Agreement

This Agreement, together with all Order Forms and Exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous communications, understandings, or agreements.

13.11 Publicity / Logo Use

Tiger Hill Limited may identify Customer as a customer and use Customer's name and logo in a list of customers on Tiger Hill Limited's website and marketing materials. Customer may withdraw such consent upon written notice.

13.12 Export Controls

Customer shall comply with all applicable export-control and economic-sanctions laws and shall not export, re-export, or transfer the Services to any restricted country, entity, or person.

Exhibit A. Data Processing Addendum

A.1 Scope

This Exhibit applies to the extent Tiger Hill Limited processes personal data on behalf of Customer in the course of providing the Services. In such cases, Tiger Hill Limited acts as processor and Customer acts as controller as those terms are defined in applicable data protection laws, including the EU GDPR, UK GDPR, and CCPA (as service provider).

A.2 Processing Details

The subject matter, nature, purpose, duration, types of personal data, and categories of data subjects are set out in Schedule 1 to this Exhibit.

A.3 Processor Obligations

Tiger Hill Limited shall (a) process personal data only on Customer's documented instructions, including as set out in this Agreement; (b) ensure personnel with access to personal data are bound by confidentiality; (c) implement appropriate technical and organisational measures to protect personal data; and (d) assist Customer in meeting its own obligations under applicable data protection law.

A.4 Subprocessors

Customer authorises Tiger Hill Limited to engage subprocessors to provide the Services. Tiger Hill Limited shall impose on each subprocessor written data-protection terms no less protective than those in this Exhibit. Upon Customer's written request, Tiger Hill Limited shall provide a list of then-current subprocessors. Tiger Hill Limited shall provide at least thirty (30) days' prior notice to Customer before engaging a new subprocessor; Customer may reasonably object during that period, and the parties shall discuss in good faith how to address the objection, up to and including termination of the affected Services.

A.5 Data Subject Rights

Tiger Hill Limited shall, taking into account the nature of the processing, provide reasonable assistance to Customer in responding to requests from data subjects to exercise their rights under applicable data protection law.

A.6 Security Incident Notification

Tiger Hill Limited shall notify Customer without undue delay, and in any event within seventy-two (72) hours, of a confirmed personal data breach affecting Customer personal data, and shall provide such information as is reasonably available to assist Customer in meeting its notification obligations under applicable law.

A.7 International Transfers

To the extent processing involves a transfer of personal data from the EEA, UK, or Switzerland to a country not subject to an adequacy decision, the parties shall rely on the applicable Standard Contractual Clauses or other valid transfer mechanism, which are hereby incorporated by reference.

A.8 Audits

Tiger Hill Limited shall make available to Customer information reasonably necessary to demonstrate compliance with this Exhibit, including independent third-party audit reports (e.g., SOC 2) under confidentiality. Where additional audit is required by law, the parties shall cooperate in good faith on scope, timing, and cost.

A.9 Return or Deletion

Upon termination, Tiger Hill Limited shall, at Customer's choice and consistent with Section 12.6 of the MSA, return or delete Customer personal data, except where retention is required by applicable law.

Exhibit B. Fund Administration Additional Terms

B.1 Applicability

This Exhibit applies only where Customer's Order Form includes access to fund-administration features of the Services. The terms of this Exhibit supplement the MSA and, in case of conflict, control with respect to fund-administration features only.

B.2 Non-Discretionary Services

The fund-administration features are administrative and non-discretionary in nature. Tiger Hill Limited does not exercise discretion or judgment on behalf of Customer, its fund(s), or its investors. All investment, operational, and fund-governance decisions remain with Customer.

B.3 No Fiduciary Relationship

Nothing in this Agreement or in Customer's use of the fund-administration features creates a fiduciary relationship between Tiger Hill Limited and Customer, its fund(s), or its investors.

B.4 Authoritative Records

Authoritative books and records of the fund, including capital accounts, distribution records, subscription records, and audited financial statements, are maintained by Customer and its third-party service providers (including its fund administrator, transfer agent, and auditor, as applicable). Outputs of the Services are informational and not a substitute for such authoritative records.

B.5 No Custody, Transfer Agent, or Tax Preparation

Tiger Hill Limited does not act as a custodian, qualified custodian, transfer agent, bank, broker-dealer, investment adviser, or tax preparer. Any document or report produced by the Services that resembles a regulated filing (including tax-related outputs such as Schedule K-1s or Form 1099s) is informational only and must be reviewed and filed by Customer's own tax professional before submission to any authority or distribution to any investor.