1. Platform and Service
The Platform, owned and operated by HFIN, provides tools and information to assist in enhancing interactions between eligible hedge fund investors and hedge fund managers. It includes all of the web-based features, functionality, tools, applications, together with information, data and content generated by HFIN (“Platform Content”), by Members other than yourself (“Member Content”), and content generated by you (“Your Content”) that is accessible to you via https://www.hfinone.com or another designated URL and any ancillary products or services that we provide to you ( the “Service”). Platform Content, Member Content, and Your Content collectively are referred to as Content.
2. Access to the Platform
Access to the Platform is only available to authorized users who have represented to HFIN that they are either (a) Qualified Investors, as defined by law, (b) consultants, investment advisers or other agents acting solely on behalf of Qualified Investors or to the extent permitted under applicable laws or (c) hedge fund managers.
There are two types of accounts: Investor Accounts and Manager Accounts. Only eligible hedge fund investors or their authorized agents are permitted to have access to an Investor Account and only eligible hedge fund managers and their authorized agents are permitted to have access to a Manager Account.
A “Member” is any person that has an active Investor Account or Manager Account.
3. Your membership
Upon completing the Platform’s membership application process and approval by us of your application, you will become a Member, to whom we grant a personal, non-transferable and non-assignable license to use the Service and the Platform. Members may not sublicense, transfer, sell or assign this license, and may not share the Content with anyone other than as permitted pursuant to this Agreement.
You are responsible for maintaining the confidentiality of the password for your account, and are fully responsible for all activities that occur under your password or account. Members agree not to share their username and password with anyone. You agree to (i) immediately notify us of any unauthorized use of your password or account or any other breach of security of which you become aware, and (ii) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
We reserve the right to accept, deny, revoke or terminate any membership application or membership at any time for any reason and with any conditions in our sole discretion without liability.
We have the right in our sole discretion to restrict, suspend or terminate your access to all or any part of the Platform and/or the Service at any time, for any or no reason, with or without prior notice and without liability.
4. Investor Accounts
Investor Accounts are intended exclusively for “Hedge Fund Investors,” who confirmed their status as a qualified investor in satisfaction of one of the following definitions in accordance with Rule 501(a) of Regulation D of the U.S. Securities Act of 1933.
AIFMD reverse solicitation. THE EUROPEAN UNION’S ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (AIFMD), EFFECTIVE AS OF JULY 22, 2013, IMPOSES EXTENSIVE OPERATIONAL AND OTHER REQUIREMENTS ON ALTERNATIVE INVESTMENT MANAGERS, INCLUDING NON-EU MANAGERS THAT ACTIVELY MARKET THEIR FUNDS TO INVESTORS WITHIN THE EUROPEAN UNION. BY SIGNING UP TO HAVE ACCESS TO THE PLATFORM, YOU AFFIRMATIVELY REQUEST TO RECEIVE MARKETING MATERIALS, ON-GOING SERVICE INFORMATION AND DIRECT CONTACT FROM ALL OF THE PLATFORM MANAGERS WHO YOU SELECTED TO FOLLOW OR REQUESTED ACCESS TO THEIR PORTALS, IRRESPECTIVE OF WHETHER THEY ARE AIFMD COMPLIANT OR NOT. THIS REQUEST WILL BE TREATED AS AN ON-GOING REQUEST TO RECEIVE MARKETING MATERIALS SO LONG AS YOUR PLATFORM MEMBERSHIP REMAINS ACTIVE AND YOU SHALL CONTACT US IN WRITING SHOULD YOU WISH TO CANCEL OR SUSPEND THIS REQUEST. YOU UNDERSTAND THAT THE MANAGERS USING THE PLATFORM RELY ON THIS REQUEST IN ORDER TO COMPLY WITH VARIOUS REGULATORY REQUIREMENTS IN THE EU.
5. Restrictions on use
You are responsible for your use of the Platform and/or the Content. As Member, you agree not to:
• Use the Platform and the Content in any way for which it was not intended or is not permitted pursuant to this Agreement;
• Make any part of the Platform available to, or use the Service for the benefit of, anyone other than yourself;
• Share your access credentials with any third party;
• Sell, resell, sublicense, distribute, rent or lease any part of the Service for commercial purposes;
• Use the Service in violation of any law;
• Share non-public or otherwise restricted, confidential or proprietary information without proper authorization;
• Transmit or upload viruses, worms, malicious code, or other software agents;
• Use any spider, robot, search/retrieval application, or other manual or automatic device or process to retrieve, download, index, data mine or in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents;
• Interfere with, compromise or disrupt the Service or the operations of the Platform;
• Attempt to gain unauthorized access to the Platform or Service, or its related systems or networks;
• Access the Platform and Service in order to build a competitive product or service; or
• Modify, translate, adapt, reverse engineer, disassemble, decompile or otherwise exploit the Platform and Service in any way; circumvent our security, or help third parties misuse the Platform or Service in any way.
We reserve the amend this Agreement at any time upon providing notice to Members.
We may also impose limits or other conditions on certain features and services or restrict your access to parts or all of the Service without notice or liability. Unless explicitly stated otherwise, any new features that modifies, augments or enhances the current Service, including the release of new Platform products, services or other properties, shall be subject to this Agreement.
If a future change to this agreement is unacceptable to you, you shall immediately cease use of the platform. Your continued use of the service following the posting of notice of any changes to this Agreement, will indicate acceptance by you of such rules, changes or modifications and your agreement to be bound by the same.
8. Removal of Content
We have the right in our sole discretion to remove, move, reject, refuse to post or delete any Content from the Platform. We may edit any Platform Content without prior notice. We have no duty or obligation to inform Members when any Content is removed from the Platform or to explain why Content has been removed.
9. User conduct
You agree to abide by the terms of this Agreement and comply with all applicable laws, rules and regulations in connection with your use of the Platform and Service and the Content made available herein.
You are solely responsible for your interactions with other Members of the Platform. We reserve the right, but have no obligation, to monitor activity between you and other Members through the Platform. Without limiting other remedies, you understand that we may, under certain circumstances and without prior notice to you, immediately warn Members of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide the Service to you if: (i) you breach this Agreement or any other agreement between you and us in any way; (ii) we determine, that we wish to verify information provided to you (although we are under no obligation to do so) and are unable to verify or authenticate such information; (iii) we believe that your actions may cause financial loss or legal liability for you, us or our Members; (iv) we are requested to take such action by law enforcement or other government or regulatory agencies.
10. Intellectual property
We are the owners of all intellectual property rights, including all copyrights, patents, trademarks associated with the Platform and the Service, including all associated software, logos, text, and graphics. You may access and use the Content, but acknowledge that by using the Platform you do not acquire any ownership rights to any other content than Your Content and that you may not republish, upload, post, transmit or distribute any Platform Content or Member Content. Modification of Platform Content or use that constitutes copyright infringement and/or violates other proprietary rights may subject you to legal liability.
All right, title, and interest in and to the Service are and will remain the exclusive property of HFIN. The Service is protected by intellectual property laws and other proprietary rights of the United States and foreign countries.
11. Use and storage
We reserve the right to establish or change general practices and limits concerning use of the Service in our sole discretion, with or without notice, and have no responsibility or liability for the blocking, deletion or failure to store any Content maintained or transmitted by the Service.
We are not responsible for and do not endorse any Member Content, Your Content, or any third-party content, syndicated content, applications, services, advertisements, and/or links that may be contained within the Platform or the Service. By using the Platform, you expressly relieve us from any and all liability arising from your use of any Content, whether provided by Members or obtained from third-parties. Content obtained from third parties is believed to be reliable, but HFIN does not check third party content for accuracy nor endorse any such content. We shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between you and any other Members or third parties.
13. Other representations and warranties
a) You represent and warrant that you have the full authority to act on your behalf and on behalf of any and all prior owners of any right, title and interest in and to any Member Content you post, submit, transfer or link to.
c) You represent and warrant that you shall not act in any manner, or post or upload Your Content, that conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.
d) You represent and warrant that you in using the Platform and the Services and Content, you shall comply with any applicable laws, rules and regulations of any governmental authority.
e) You represent and warrant that you will not use the Service to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment.
f) You represent and warrant that you understand the private and proprietary nature of the information in the Platform and agree to safeguard it and keep it confidential. Its text, statistical graphs, data, photos, graphics, audio and/or video material or any portion thereof may not be published, rewritten for broadcast or publication or redistributed in any medium.
g) For Investor Members only: you represent and warrant that you are a Hedge Fund Investor with sufficient experience in investing in hedge funds, have no outside interest in or use for the content in the Platform except in your sole capacity as a Hedge Fund Investor.
h) You represent and warrant that you are at least 18 years old, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement and have obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform your obligations herein. Your membership or access to the Platform and Service may be deleted or blocked without warning if it is found that you are misrepresenting your age.
14. No investment recommendations or professional advice
You understand that all Content hosted by the Platform is for informational purposes only and that no Content constitutes investment, tax, or legal advice by us. Nothing on the Platform or included in the Services and Content should be construed as an offer to sell, a solicitation of an offer to buy or sell any security or investment strategy, or a recommendation as to the advisability of investing in, purchasing or selling any security or investment strategy. You are solely responsible for determining whether any investment, hedge fund, security, strategy or any other product or service, is appropriate or suitable for you or your investment portfolio based on your investment objectives, risk tolerance, liquidity needs and other considerations. You should consult an attorney or tax professional regarding your specific legal or tax situation. For any information or Content that relates to a specific hedge fund investment, you should contact such hedge fund directly to independently verify any information obtained from the Platform before taking any investment action or making any investment decisions. The Platform, or its content, does not list, and does not purport to list, the risk factors associated with an investment in any of the hedge funds listed on this Platform, which are contained in the Confidential Private Placement Memorandum (or similar document) for each listed hedge fund.
15. General disclaimer
Any views expressed on the Platform or through the Service are not ours. You acknowledge that any reliance on any opinion, advice, statement, or information available on the Platform or the Service is at your sole risk and we are not responsible for any direct or indirect loss or damages incurred by you relating to your use of the Platform, the Services, the Content and/or any decision you make in reliance on any of the same.
The Platform and the Service contain views, opinions, statements, research, information, data and recommendations of third-party individuals and organizations. We have not independently verified any of the Content and make no representations regarding the accuracy, correctness, or reliability of any advice, opinion, statement, or other information included as Content or displayed, uploaded, or distributed through the Platform or the Service.
We disclaim any and all warranty, including without limitation, as to the quality, accuracy, completeness, availability and validity of any information or Member Content on the Platform or the Service and do not warrant that the functions contained on the Platform will be uninterrupted or error-free, or that defects will be corrected.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE CONTENT WILL BE ACCURATE OR RELIABLE, (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
WE SEEK TO ENSURE THAT ONLY QUALIFIED HEDGE FUND INVESTORS HAVE ACCESS TO THE PLATFORM, BUT MAKE NO WARRANTY THAT NO UNAUTHORIZED OR WRONGFULLY AUTHORIZED ACCESS WILL OCCUR, AND WE ASSUME NO LIABILITY FOR ANY DAMAGES OR INJURIES CAUSED BY ANY SUCH UNAUTHORIZED OR WRONGFULLY AUTHORIZED ACCESS.
26. Limitation of liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF OUR SERVICE AND CONTENT AND ANY INVESTMENT DECISION YOU MAY MAKE IN RELIANCE THEREON RESTS SOLELY WITH YOU AND YOU USE THE SERVICE AT YOUR OWN RISK. WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, CAPITAL, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING IN ANY WAY TO:
a) YOUR USE OF THE PLATFORM AND/OR ANY CONTENT CONTAINED THEREIN, OR ANY PRODUCT OR SERVICE USED OR PURCHASED THROUGH US;
b) USE OF THE SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICE (INCLUDING, BUT NOT LIMITED TO ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION);
c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR MEMBER CONTENT, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION;
d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY OR OTHER MEMBERS ON THE SERVICE (AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH THE MEMBERS); OR
e) BREACH OF ANY WARRANTY OR ANY OTHER MATTER RELATING TO THE PLATFORM OR SERVICE. MEMBER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT AND INFORMATION ON THE PLATFORM AND RELATING TO THE SERVICE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR THE SERVICE IS TO STOP USING IT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO US FOR THE SERVICE SUBJECT TO A PRO RATA ADJUSTMENT FOR THE REMAINING TERM OF MEMBERSHIP. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE THAT CERTAIN PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS MAY IMPOSE LIABILITIES UNDER CERTAIN CIRCUMSTANCES ON PERSONS WHO ACT IN GOOD FAITH, AND THEREFORE NOTHING CONTAINED HEREIN, OR IN SECTION 20 BELOW, SHALL CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS WHICH YOU MAY HAVE UNDER ANY SECURITIES LAWS.
You agree to defend, indemnify, and hold HFIN, its officers, directors, employees and agents, harmless against any and all loss, claims, damages, liabilities, costs and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (i) your access to or use of the Service and all Content therein, including but not limited to, your decision to invest in any product listed or discussed in the Content; (ii) your violation of this Agreement; iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that Your Content caused damage to a third party.
You shall reimburse us and our affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section, provided that we will use commercially reasonable efforts to obtain your written consent prior to making such payments, and such consent shall not be unreasonably withheld, delayed or conditioned. We shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon our request. We shall have the right to participate in the defense thereof under your direction.
18. Applicable law
This Agreement and the relationship between you and us shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and you hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court. You waive any jurisdictional, venue or inconvenient forum objections to such courts.
Except as explicitly stated otherwise, any notices to us shall be sent by electronic mail to email@example.com or by certified mail, return receipt requested, to Hedge Fund Investor Network, 1000 N. West Street, Suite 1200, Wilmington, Delaware, 19801. Notice shall be deemed given five (5) days after the date of mailing.
b) The Platform is directed solely to individuals residing in jurisdictions in which provision of the Platform’s Content is legal. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws. We reserve the right to limit the availability of the Platform to any person, geographic area or jurisdiction at any time and in our sole discretion.
c) Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
d) If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions.
e) You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
f) The section titles in this Agreement are for convenience only and have no legal or contractual effect.
g) Any party may terminate this Agreement at any time for any reason. Sections 6, 8, 12, 14, 15, 16 and 17 shall continue in full force and effect upon any termination of this Agreement. You acknowledge and agree that the Platform's fee, if incurred, is fully earned by us on the date you subscribe as reasonable compensation for access on such day and, therefore, in the event that you terminate your subscription or we terminate your subscription as a result of a breach of this agreement, you will not be entitled to any refund.