Terms and Conditions of Use
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING THE HEDGE CONNECTION WEB SITE AT WWW.HEDGECONNECTION.COM AND ANY PAGES THEREOF ("WEBSITE") OWNED OR OPERATED BY HEDGE CONNECTION INC. OR ITS AFFILIATES ("HEDGE CONNECTION", “WE” OR “US”), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, PLEASE DO NOT ACCESS THIS WEBSITE, OR ANY OTHER CONTENT AVAILABLE THROUGH THIS WEBSITE, OR WHEN PRESENTED WITH CLICK THROUGH BUTTONS, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON. BY ACCESSING THIS WEBSITE AND ANY PAGES THEREOF OR IF PRESENTED WITH CLICK THROUGH BUTTONS, YOU CLICK THE "I ACCEPT" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS OF USE AND UNDERSTAND THEM AND AGREE TO BE BOUND BY THEM. IT IS THE EQUIVALENT OF MANUALLY SIGNING A PAPER COPY AND ENTERING INTO A LEGALLY BINDING CONTRACT BETWEEN YOU AND HEDGE CONNECTION OR YOU, YOUR FIRM AND HEDGE CONNECTION, IF APPLICABLE.
In turn, you represent and warrant that you are authorized to execute this contract on behalf of your firm, corporation, organization or other entity and you intend for same to be legally bound by this contract.
1. SERVICES AND REGISTRATION
This Website provides a platform for Funds (defined below) and investors to interact with each other, including without limitation, providing investor information and profiles, articles, newsletters, Fund manager profiles and interviews, on-line advertising space for service providers in the private investment funds industry, and any other services which we may provide from time to time through the Website (collectively, the “Services”
). There are portions of this Website that we make available to Users in the general public without registering and you may visit or browse those portions without charge; provided, however, you are required to comply with these Terms and Conditions of Use. There are other features of this Website, that we make available only to Users who register to use this Website, which you may do at no cost by visiting, for investors, https://www.hedgeconnection.com/atlas/inv_reg_01.php
and for managers or representatives of hedge funds, private investment funds or alternate investment vehicles registering for the fund membership (“Fund”
. However, if you are a service provider registering for the service provider membership (“Service Provider”
) or a Fund registering for certain Fund membership categories on the Website, to access and use certain features and/or receive certain Services on this Website, you are required to both register and pay a subscription fee. Your registration and application is subject to our review and approval and we reserve the right not to approve, or withdraw our approval of, your registration for any reason or no reason. If you are a prime broker for Funds (“Prime Broker”
), in order to access certain Services on this Website, you will be required to enter into a separate agreement with us and pay a subscription fee. Notwithstanding whether you are an investor, Fund, Service Provider, Prime Broker or general user or visitor to the Website, your use and access to the Website are governed by these Terms and Conditions of Use.
In registering, you agree to provide, maintain, and update information that is true, accurate, current and complete about yourself (and your firm, if you represent a firm) at the time of registration and on an ongoing basis. If, you do not provide such information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of this Website. During the registration process or through another means, you will be designated a user name and password. In consideration of being granted a username and password and permitted access to the Website, you hereby acknowledge having read and understood these Terms and Conditions of Use and agree to be bound hereby. Subsequent use of any username and password issued by Hedge Connection shall be deemed to constitute full acceptance by you of these Terms and Conditions of Use. You are responsible for maintaining the confidentiality of your user name, password and account information, and are responsible for all activities that occur and financial liabilities incurred under your user name and password, whether or not authorized by you. We will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Hedge Connection reserves the right to revise or remove any part of these Terms and Conditions of Use, in its sole discretion, at any time, and without prior notice to you, by updating this posted version of the Terms and Conditions of Use. You are responsible for regularly reviewing this Website for changes to these Terms and Conditions of Use. Any changes are effective upon posting to this Website. IF YOU ARE DISSATISFIED OR DISAGREE WITH ANY CHANGES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF THE SITE AND SERVICES. Your continued use after a change has been posted constitutes your acceptance of those changes.
3. USE OF INFORMATION AND MATERIALS
The unauthorized use of the Website, including but not limited to, unauthorized access to the Website, other Users’ accounts, or other computers or websites connected or linked to this Website, and misuse of passwords, or misuse of any Content (defined below) posted on the Website is strictly prohibited. The User's eligibility for access to and use of the Website and Content (defined below) is subject to final determination and approval by Hedge Connection.
You acknowledge and agree that any and all content, information, data, text, music, sound, graphics, software, code, video, audio, feedback, documentation, photographs, discussions, news, articles, messages, postings, listings, advertisements, marketing, and other materials, available, displayed on, posted to, transmitted or distributed through the Website by Hedge Connection or Users, including in chat rooms and on discussion boards ("Content"
), are the sole responsibility of the person from which such Content originated and is viewed and used by you at your own risk. Under this Agreement, “Users”
mean you, investors, managers or representatives of Funds, Prime Brokers, Service Providers, members, customers, and any other persons visiting this Website. The views expressed by you and other Users of the Website or Services do not necessarily reflect the views of Hedge Connection.
Use of the Internet is solely at your own risk and is subject to all applicable Laws (defined below). Hedge Connection has attempted to create a secure and reliable Website, however, it is important to be aware that the confidentiality or privacy of any communication and Content transmitted to or from the Website and over the Internet cannot be guaranteed. In this regard, the User acknowledges and agrees that, to the extent the provision of Services through the Website is dependent on the use of the Internet, the provision of Services may be adversely affected by, among other risks, breaches in security, temporary loss of Services, delays in Services and/or inconsistent quality of Services, loss of data and/or business interruption, and uncertain legal, regulatory and tax issues concerning the use of the Internet, all of which risks are beyond Hedge Connection’s control. In the event of the occurrence of any such risk, Hedge Connection shall not be liable for any losses, damages, costs or expenses of any nature incurred by the User or any other person in connection therewith.
Hedge Connection assumes no responsibility for the transmission, deletion or failure to store Content or other information submitted by you or other Users to Hedge Connection. Although certain portions of this Website may be restricted to only authorized persons, Hedge Connection shall have no liability if unauthorized persons nevertheless obtain access.
5. GRANT OF LICENSE
The right of Hedge Connection’s registered Users to use this Website and the Content that is available on or through this Website constitutes a license. The registered User is provided with a limited, revocable, nonexclusive, nontransferable license to this Website conditioned upon the registered User's continued compliance with the Terms and Conditions of Use herein and as amended from time to time. You may view, download and print information and materials on this Website for your personal and internal business use provided that all hard copies contain all copyrights and trademarks, and other applicable intellectual property and proprietary marks and notices and that any other use of information and materials published on the Website without the prior written approval of Hedge Connection is strictly prohibited. You may not reproduce, republish, upload, post, modify, copy, alter, distribute, sell, resell, transmit, transfer, decompile, license, assign or publish, in any way, any Content obtained from this Website. You may not sell, lease or rent access to or use of the Website or the Services. You shall not use this Website at any time for any purpose that is unlawful or prohibited and shall comply with any applicable local, state, national or international statutes, rules, regulations, ordinances, decrees, laws, codes, orders, regulations, or treaties (“Laws”
) when using this Website, Services and Content.
You grant to us a worldwide, perpetual, irrevocable and royalty-free license (with the right to sublicense), to use, reproduce, adapt, transmit, translate, modify, upload, resell, copy, create derivative works of, publish, distribute and display Content provided, posted, uploaded, or transmitted to Hedge Connection by you in any media now known or hereafter developed, including without limitation, any ideas, concepts, know-how or techniques contained in information you provide to Hedge Connection through the Website. By posting or transmitting Content on the Website or through any of the Services, you warrant and represent that you are the sole owner of such Content or have all rights necessary to post, display, transmit, upload, distribute, resell, copy, create derivate works of, or reproduce such Content and to grant the rights and licenses hereunder to us.
6. INTELLECTUAL PROPERTY RIGHTS
Hedge Connection, its logos, and other trademarks, trade names, trade secrets, copyrights, patents and all other intellectual property and proprietary rights (“Intellectual Property”
) included or displayed on the Website that identify Hedge Connection services and products are owned by Hedge Connection. The use of such Intellectual Property without the express written consent of Hedge Connection is strictly prohibited. Copyright in the pages and in the screens of the Website, the design, layout, “look and feel” and compilation of the Website, and in the Content therein, is proprietary material owned by Hedge Connection unless otherwise indicated. The unauthorized use or misappropriation of any Content and Intellectual Property on the Website may violate numerous Laws, including, but not limited to, Intellectual Property Laws.
The Website, Content, Services and any necessary software used in connection with the Services or the software available for download on the Website (if any) (“Software”
) contain proprietary and confidential information that is protected by applicable Intellectual Property and other Laws and, as between you and us, we own all right, title and interest in and to the Website, the Services, the Content (except to the extent such contains Content provided by you) and the Software. All design rights, databases and compilation and other intellectual property rights associated with this Website, in each case whether registered or unregistered, and related goodwill are proprietary to Hedge Connection. You acknowledge and agree that use of all Software downloaded or otherwise accessed from the Website is subject to the license agreements that are displayed or referenced when you access such Software.
You may not sell, distribute or commercially exploit the database located on or the results of any database search performed on this Website. You may make a limited number of hard copies of any search output that does not contain a significant segment of a database, for your personal or internal business use only.
Nothing under this Agreement grants you any rights to the Website, Services, Content, Software or Intellectual Property, including intellectual or proprietary rights, except for the limited rights expressly granted in Section 5 hereof, and all rights not specifically granted in this Agreement are reserved by Hedge Connection.
8. NO PROFESSIONAL ADVICE
Hedge Connection is not a Broker/Dealer or registered investment advisor under United States federal securities Law or securities Laws of other jurisdictions, and does not advise individuals as to the advisability of investing in, purchasing or selling securities or other financial products or suitability of any investment manager. The hedge funds, private investment funds or alternate investment vehicles described on the Website have not been registered under the federal securities laws of the United States, the securities laws of any state, or the laws of any other jurisdiction. Nothing in the Website constitutes an offer or solicitation to buy or sell any securities. The Content on this Website has been prepared for informational purposes only and do not constitute legal, financial, accounting, investment, tax or other professional advice, and you should consult with a financial advisor and legal and tax professionals to assist in conducting due diligence as may be appropriate prior to making any investment decision or hiring any investment manager. Hedge Connection shall not have any liability for any reliance on, interpretation or analysis of, or investment decisions, action or inaction based upon information obtained from the Content provided on the Website.
9. DEALINGS WITH OTHER USERS, SERVICE PROVIDERS AND ADVERTISERS
Your transactions, interactions, correspondence, and relationships with other Users of the Website or Services, including relying on the Content posted, provided or transmitted by another User or procuring the goods or services offered by another User, and any other terms or conditions associated with such matters, are solely between you and such other Users. YOU AGREE THAT HEDGE CONNECTION IS NOT, AND CAN NOT, BE RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY CLAIMS, LIABILITIES, COSTS, EXPENSES, LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO ANY SUCH MATTERS AND TRANSACTIONS. Hedge Connection is not directly or indirectly a party to, participant in and does not monitor, any such matters and transactions between Users of the Website or Services, and your involvement with any such matters is solely at your own risk.
The User represents and warrants that it will make its own evaluation of the creditworthiness, suitability, reliability, and desirability of each User or third party with which it enters into transactions or interacts with as a counterparty or agent, and that it is not relying, and will not rely, on Hedge Connection for any information as to the creditworthiness, suitability, reliability, or desirability of any such User or third party.
10. TERMINATION OR SUSPENSION
User agrees that Hedge Connection, for any reason or no reason, in its sole discretion, may terminate or suspend your access and use of the Website, Content, or Services, in whole or in part, at any time, without notice if Hedge Connection believes that you have violated or acted inconsistently with terms or spirit of the Terms and Conditions of Use. Hedge Connection may, in our sole discretion and without notice to you, terminate, change, suspend or discontinue, in part or in whole, any feature or other aspect of the Website and/or the Services. Furthermore, you agree that Hedge Connection shall not be liable to you or any third party for any termination or suspension of your access to the Website or Services offered through the Website or for any modification, suspension or discontinuance of the Services.
11. NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Website, you agree that you will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions of Use and other conditions and notices on the Website. User shall not use the Website in any manner that could damage, disable, impair or interfere with any other User's use of the Website, Services and Content. You may not attempt to gain unauthorized access to the Website through hacking or any other unauthorized means. You may not attempt to obtain or obtain any Content through any means not intentionally made available to the User through the Website.
12. USER CONDUCT
13. INVESTMENTS AND 30-DAY WAITING PERIOD
- It is understood that you, and not Hedge Connection, are entirely responsible for all Content that you upload, post, submit, e-mail or otherwise transmit to the Website. You agree not to post, submit, transmit, display, upload, distribute, or e-mail or otherwise submit on the Website:
- Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, vulgar, libelous, slanderous, invasive of another's privacy, hateful, racial, ethnically or otherwise objectionable;
- Content that is illegal, or advocates or intentionally enables illegal activity;
- Content that may harm or harms a minor in any way;
- Content that you do not have the rights, title or interest in to transmit under any and all Laws or under contractual or fiduciary relationships such as any confidential information learned of through an employment relationship;
- Content that infringes any patent, copyright, trademark, trade secret or any other intellectual or proprietary rights, unless you own or control the rights thereto or have received all necessary consents to do the same;
- Content that is or may be considered unsolicited or unauthorized advertising, promotional materials, "junk mail," "chain letters," or "pyramid schemes", "spam," "phishing," or any other form of solicitation;
- Content that contains software, viruses, computer code, files or programs that are designed to destroy, disable, limit, or interrupt the functionality of any computer software or hardware or telecommunications equipment;
- Content that may be deemed to violate any applicable Laws, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, or any rules of any national or other securities exchange;
- Content that is intended to or may be deemed to harass, stalk, or threaten another person or entity; and
- Content that is deemed to create a false identity, or misrepresent your affiliation or relationship with a person or entity for the purpose of misleading others.
- You agree you will not, and will not assist or permit others to:
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Website or Services;
- Frame the Website, place pop-up windows on any page of the Website, or otherwise change the display or compilation of the Website or its pages;
- Interfere with or disrupt the Website or Services or servers or networks connected to the Website or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or Service;
- Collect or store personally identifiable information about other Users; or
- Modify, create derivative works of, reverse engineer, disassemble, decompile this Website or any Software, or technology on this Website or redistribute or sell any section thereof.
- Hedge Connection reserves the right at all times to disclose any information as Hedge Connection deems necessary to satisfy any applicable Law, legal process or other governmental request, to operate the Website properly, to protect ourselves and/or our Users or if we determine in our sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms and Conditions of Use.
14. NATURE OF THE CONTENT
- For Users who transact or intend to transact with Funds listed on the Website, the following shall apply:
- Investments in Funds are speculative and involve a high degree of risk. You could lose all or a substantial amount of your investment. You should carefully read a Fund's offering materials and related information for specific risk and other important information regarding an investment in that Fund before investing. The Website does not list, and does not purport to list, the risk factors associated with an investment in any of the Funds listed on the Website. If you are an investor and prior to making any investment decision or hiring any investment manager, you should consult with a professional financial, legal, and tax advisor to assist in due diligence to determine the appropriateness of the risk associated with a particular investment. In no event shall Hedge Connection be responsible or liable for any damage or lost opportunities, or lost profits or revenues resulting from use of the Website, Services and Content.
- By accessing the password-protected area of the Website, you agree not to invest in any posted Fund or alternative investment vehicle (other than Funds or alternative investment vehicles in which you or your affiliates are already invested, have already been solicited for or are already actively considering an investment in) for thirty (30) days after the approval of your application and confirmation of your status as a qualified client.
- Additionally, by accessing the password-protected area of the Website, you agree to immediately contact Hedge Connection if there is any change in your status as an “accredited Investor," "qualified purchaser" or "qualified client" under Regulation D promulgated under the Securities Act of 1933. For individuals such changes may include, for example, a registered User's net worth (either solely or jointly with his or her spouse) declining below $1,000,000 in the case of "accredited investors," (or $1,500,000 for "qualified clients"), or an expectation that income for the next twelve months may total less than $200,000, or an expectation that the registered User's combined income with his or her spouse may total less than $300,000 in the next twelve months. All registered Users, including individuals and entities, should communicate with their legal advisors if they believe that their investor status has changed.
- You acknowledge and agree that Funds: (i) often engage in leveraging and other speculative investment practices that may increase the risk of investment loss; (ii) can be highly illiquid; (iii) are not required to provide periodic pricing or valuation information to investors; (iv) may involve complex tax structures and delays in distributing important tax information; (v) are not subject to the same regulatory requirements as mutual funds; and (vi) often charge high fees.
- You hereby acknowledge and understand that certain Funds subscribe to a hedge fund membership that requires payment of a membership fee (“Paying Hedge Fund”), certain Prime Brokers subscribe to a Prime Broker membership with Hedge Connection, and certain Service Providers subscribe to the Service Provider membership on the Website (collectively "Paying Members"). Hedge Connection or a Hedge Connection affiliate may receive fees from Paying Members for their membership subscription, or may otherwise waive such fees in the event of a business relationship between the Paying Members and Hedge Connection or a Hedge Connection affiliate. Hedge Connection or a Hedge Connection affiliate may receive compensation from certain Paying Hedge Funds for investments made in such Funds by registered Users of the Website or by other investors. Hedge Connection or a Hedge Connection affiliate may receive compensation from certain Service Providers for advertising, promotional activities, and listings on or through the Website. Categorization of a Fund, Prime Broker, or Service Provider as a Paying Member does not imply sponsorship, endorsement, or approval of such by Hedge Connection or any of its affiliates. Hedge Connection and its affiliates do not perform and has not performed any prior or ongoing due diligence, analysis, or conducted any other investigation of any Paying Members in connection with such arrangements or the presentation of such Fund’s or Service Provider’s Content on the Website. Hedge Connection and its affiliates make no guarantee whatsoever that any Content appearing on the Website, and representations made by the Paying Members that appear on the Website, are accurate, complete, reliable, adequate or current.
Hedge Connection compiles Content provided to it by the Users. Hedge Connection has no obligation to verify, monitor, screen, remove, edit, update, or keep current the communication and Content on the Website. However, Hedge Connection reserves the right to review or screen Content posted to the Website and to remove, edit, or refuse to post any Content. From time to time, information, including news, company reports and other data, prepared by outside parties (non-affiliates of Hedge Connection) may appear on the Website. By accepting these Terms and Conditions of Use, you acknowledge that such third party information is for your personal or internal business use only and that you will not retransmit or republish it in any form. You acknowledge that any such third party information is provided solely on a reasonable efforts basis for your convenience, and that no representations, warranties or guarantees are made by Hedge Connection or any provider of such third party information as to the accuracy, completeness, timeliness or correct sequencing thereof. Third party information has been prepared as of the date(s) indicated and may become unreliable because of subsequent market or economic circumstances. Neither Hedge Connection nor the provider of such information is under any obligation to update such information or continue to offer such information.
15. LINKS TO THIRD PARTY SITES
This Website may contain links to websites controlled or offered by third parties. Hedge Connection hereby disclaims all liability for any and all data, information, materials, products or services posted or offered at any of the third party sites linked to this Website ("Linked Website"
User acknowledges that by accepting the Terms and Conditions of Use, you consent to receive notice by means of e-mail to the User' e-mail address on record with Hedge Connection, or by means of written communication sent through first class mail to the User's mailing address on record with Hedge Connection. User confirms that User's computer satisfies the hardware and software requirements for receiving, displaying and storing e-mail transmissions. Notice shall be deemed given when sent by e-mail or one day following the sending of notice by first class mail.
17. DISCLAIMERS OF WARRANTIES
THIS SITE IS INTENDED TO BE A GENERAL INFORMATION RESOURCE ONLY AND YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE CONTENT CONTAINED IN THE HEDGE CONNECTION SITE, INCLUDING LINKS OR OTHER ITEMS ARE PROVIDED "AS IS" AND "AS AVAILABLE". HEDGE CONNECTION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FREEDOM FROM COMPUTER VIRUS. HEDGE CONNECTION DOES NOT WARRANT THE ACCURACY, RELIABILITY, CURRENCY, ADEQUACY OR COMPLETENESS OF THE CONTENT AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT.
HEDGE CONNECTION MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, (A) THAT THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (B) THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR-FREE, ACCURATE OR RELIABLE, OR (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR THE SERVICES. CHANGES ARE PERIODICALLY MADE TO THE SITE AND TO THE CONTENT CONTAINED THEREIN. HEDGE CONNECTION MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. NO ADVICE, RECOMMENDATION, OPINION, OR INFORMATION OF ANY KIND, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM HEDGE CONNECTION OR THROUGH THE SERVICES OR SITE CREATES ANY REPRESENTATION OR WARRANTY.
18. LIMITATION OF LIABILITY
- IN NO EVENT SHALL HEDGE CONNECTION OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ITS INFORMATION PROVIDERS BE LIABLE FOR:
- IN THE CASE OF ALL USERS, ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS (WHETHER BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY) IRRESPECTIVE OF WHETHER HEDGE CONNECTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE;
- IN THE CASE OF USERS WHO ARE NOT PAYING MEMBERS, ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE ARISING OUT OF OR ALLEGEDLY ARISING OUT OF OR IN CONNECTION WITH: (I) THE USE OR INABILITY TO USE THE SITE, SERVICES OR CONTENT, (II) ANY RELIANCE BY YOU ON ANY CONTENT, (III) ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANOTHER USER, (IV) ANY GOODS OR SERVICES ADVERTISED ON THE SITE OR A LINKED SITE, (V) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE OR SERVICES; (VI) YOUR FAILURE TO PROVIDE HEDGE CONNECTION WITH ACCURATE AND TRUTHFUL INFORMATION UPON REGISTRATION AND ON AN ONGOING BASIS, (VII) YOUR FAILURE TO KEEP YOUR USER NAME, PASSWORD, AND ACCOUNT INFORMATION SECURE AND CONFIDENTIAL, AND (VIII) ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN OPERATION OR TRANSMISSION. IF, YOU ARE A USER WHO IS NOT A PAYING MEMBER AND ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS AND CONDITIONS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND TERMINATING YOUR ARRANGEMENT WITH HEDGE CONNECTION;
- IN THE CASE OF A USER WHO IS A PAYING MEMBER, HEDGE CONNECTION'S MAXIMUM LIABILITY TO THE PAYING MEMBER WITH RESPECT TO ALL CLAIMS, ACTIONS OR DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF FEES PAID BY SUCH PAYING MEMBER TO HEDGE CONNECTION UNDER THE PAYING MEMBER’S MEMBERSHIP AGREEMENT WITH HEDGE CONNECTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT THAT GAVE RISE TO SUCH CLAIM OR CLAIMS, REGARDLESS OF HOW MANY CLAIMS PAYING MEMBER MAY HAVE.
- SOME JURISDICTIONS MAY RESTRICT THE LIMITATIONS OF LIABILITY UNDER THIS SECTION.
User (and User's Fund, if User is a representative of a Fund) jointly and severally agree to indemnify and hold harmless Hedge Connection, its directors, officers, shareholders, partners, affiliates, agents, representatives, predecessors, successors and assigns, agents, and information providers, from and against any and all claims, demands, proceedings, damages, liabilities, costs, losses, expenses, penalties, and interests, including, without limitation, reasonable attorney’s fees, in any way arising from or in connection with your use or access to the Website or Services, your breach of the Terms and Conditions of Use, your improper act or omission or the posting or transmission of any Content or other materials on or through the Website or Services by you, including, but not limited to, any third party claim that such Content (or any part thereof) infringes any Intellectual Property rights of a third party, defames or invades any right of publicity or privacy, or otherwise infringes any other proprietary right.
NO JOINT VENTURE, PARTNERSHIP, SHAREHOLDER, EMPLOYMENT OR AGENCY RELATIONSHIP EXISTS BETWEEN HEDGE CONNECTION AND YOU AS A RESULT OF AGREEING TO THESE TERMS AND CONDITIONS OF USE AND UTILIZATION OF THE SITE.
This Website is not intended for children under the age of 13. If you are under 13 years of age, please do not use or access this Website at any time or any manner. By using this Website, you affirm that you are over the age of 13. Hedge Connection does not seek through this Website to gather personal information from or about persons under the age of 13.
You acknowledge and agree that any and all comments, suggestions or feedback (collectively, “Feedback”
) you choose to provide to HedgoCo regarding the Website or Services may be used by Hedge Connection, at its discretion, in any manner, without liability or obligation (including, without limitation, monetary compensation) to you. You agree and hereby assign to Hedge Connection all rights, title and interest, worldwide, including, without limitation, all intellectual property rights, in and to such Feedback.
22. COPYRIGHT AGENT
If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information in writing to the Copyright Agent named below:
- Information reasonably sufficient to permit us to contact you, such as your name, address, telephone number and email address;
- Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works at the Website are covered by the notice, identify a representative list of such works;
- Identify the material that you claim is infringing, or the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the Law;
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; and
- A statement by you, made under penalty of perjury, that the information provided in the notice is accurate and that you are authorized to act on behalf of the owner of the copyright that is allegedly infringed.
Our Copyright Agent is:
c/o Gifford, Krass, Sprinkle, Anderson & Citkowsk
2701 Troy Center Drive, Suite 330
Troy, Michigan 48084
23. INTERNATIONAL USE
We control and operate the Website from our offices in the State of New York, United States of America. We do not make any representations or warrant that the Services or Content on the Website are appropriate or available for use in other locations. Persons who choose to access the Website from other locations do so on their own initiative.
You agree to comply with all local Laws applicable to (a) your access to and use of the Website, Content, and the Services, (b) your online conduct, (c) Content provided by you, and (d) your transmission of technical data exported from the United States or the country in which you reside. Access to this Website from jurisdictions or territories where the Contents of this Website are illegal or penalized is prohibited. Hedge Connection has no obligation to provide access to the Website and Services and reserves the right to not approve the registration application of a User accessing the Website from such jurisdictions or territories.
Please report any violations of these Terms and Conditions of Use to Lisa Vioni at 212-537-6152 x.301 or firstname.lastname@example.org
25. SEVERABILITY AND ADDITIONAL TERMS
Certain sections or pages on the Website may contain separate terms and conditions, which are in addition to these Terms and Conditions of Use. In the event of a conflict, the additional terms and conditions will govern for those sections or pages. Nothing contained herein shall supersede, alter or nullify the terms of any other agreements a User has made or will make with Hedge Connection.
26. GOVERNING LAW
All applicable Federal laws of the United States or America and the laws of the State of New York shall govern use of this Website and Agreement without giving effect to the conflict of laws provisions thereof, other than New York General Obligations Law Sections 5-1401 and 5-1402. You hereby acknowledge and agree that Hedge Connection may be harmed irreparably by any violation of this Agreement and that Hedge Connection shall be entitled to injunctive relief to enforce this Agreement. You hereby agree to waive any requirement for the securing or posting of any bond in connection with such remedy.
You agree that regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of the Services, Website or these Terms and Conditions of Use must be filed within two (2) years after such claim or cause of action arose or be forever barred. The section titles in the Terms and Conditions of Use are for convenience only and have no legal or contractual effect.
We may assign or delegate our duties under this Agreement either in whole or in part, at any time, at our sole discretion, and without your consent. You may not assign or otherwise transfer the Terms and Conditions of Use or any of your rights or obligations under the Terms and Conditions of Use without Hedge Connection’s express written consent.
Provisions of these Terms and Conditions of Use which, by their nature, are intended to survive, will survive any termination of your use of or membership in the Website or Services, including without limitation Sections 5 to 9, 11 to 19, 21, 23, and 25 to 28.
28. ENTIRE AGREEMENT