1. DEFINITIONS AND INTERPRETATION
In these Conditions the pre-defined terms above and following definitions apply:
Authorised User: an individual nominated by you to receive the selected Products and access the Website on your behalf.
Brand: the particular brand of the Product you have subscribed to..
Data: the data accessible to subscribers to Data Products via our Website.
Data Products: our directory and database Products, including those under the EuroHedge, AsiaHedge, InvestHedge, Absolute Return and Absolute UCITS Brands and any other such Products as we introduce from time to time.
Newsletters: our Newsletter Products, including EuroHedge, AsiaHedge, InvestHedge, Absolute Return and Absolute UCITS and any other such Products as we introduce from time to time.
Products: our Data Products and Newsletters.
Qualifying Persons: a person in one of the categories specified in paragraph 1 of Schedule 1 to these Conditions.
Subscriber: as defined in the Standard Terms.
Website: our website at www.hedgefundintelligence.com.
We, us, our: HedgeFund Intelligence Limited, a company registered in England and Wales with company number 03665540 and whose registered office is at 8 Bouverie Street, London, EC4Y 8AX, United Kingdom.
You, your: the Subscriber whose details appear on the order form or Website application.
2. BASIS OF SALE, COMMENCEMENT, TERM
2.1 By submitting your order for a subscription and paying the subscription price, you are making an offer to us to subscribe to the Products you have selected subject to the terms of the Contract. We retain the right to accept or reject your offer in accordance with clause 1.4 of the Standard Terms. If we do not accept your application we will refund any money paid.
2.2 Unless otherwise agreed between you and us in writing, and subject to renewal, your subscription will be for a period of one calendar year commencing on the date specified by us in writing when we accept your application.
3. AUTHORISED USER(S)
3.1 You shall nominate an Authorised User or Users who shall be a natural person authorised to receive the Products and access the Website on your behalf.
3.2 You shall ensure that the number of Authorised Users does not exceed the number of subscriptions you have purchased from time to time, and will not allow more than one Authorised User to access the Website under any one subscription unless their subscription has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access the Website.
3.3 You shall ensure that Authorised Users and any other persons to whom Data is disclosed in accordance with the Contract comply with these Conditions and the Standard Terms.
4. WEBSITE ACCESS
4.1 Access to the subscription only parts of the Website is by username and password. You shall ensure that you and each Authorised User complies fully with the obligations set out in the Standard Terms relating to access to the Website and use of the Data.
4.3 We shall use reasonable endeavours to ensure that the Website is available for the duration of the Contract, but you acknowledge that downtime will inevitably occur as a result of planned maintenance and unplanned service disruption.
5. SUBSCRIPTIONS TO DATA PRODUCTS
5.1 Subscriptions to Data Products shall be delivered exclusively online.
5.2 For each Data Product subscription you have purchased and for the duration of that subscription we grant you one non-exclusive non-transferable licence to permit an Authorised User to access and use the Data of that particular Product in accordance with these Conditions and the Standard Terms.
5.3 Without prejudice to the provisions of the Standard Terms, each Authorised User is permitted to access, print, reproduce, display, download or store the Data to the extent reasonably necessary for the purpose of their own personal use within the course of your business which may include the performance of Data aggregation, analysis and interpretation.
5.4 The results of such aggregation, analysis and interpretation may be used and disclosed in reports and presentations made by the Authorised User on your behalf provided that, where our Data or specific fund information remains identifiable or can be readily extracted, we and the relevant Brand are acknowledged as the source of the original data and such reports and presentations are only distributed or shown internally or to accredited investors, hedge fund professionals or, in the case of US residents, Qualifying Persons.
5.5 Authorised Users may use the Data as an input to internal or proprietary industry specific data processing applications (such as Pertrac, PackHedge and similar analysis tools) provided that by doing so the Data does not become available in unmodified form or readily extractible by any persons other than Authorised Users.
5.6 Authorised Users shall not disclose, disseminate, distribute or make available unmodified Data or Data which has been modified but remains identifiable or readily extractible to any other person in any way other than:
(a) to persons within your immediate organisation in which case such persons shall be under the same restrictions as to use as the Authorised User; or
(b) in reports and presentations made on your behalf provided that these are only distributed or shown internally or to accredited investors, hedge fund professionals or, in the case of US residents, Qualifying Persons,
in each case provided that:
(i) no more than 5% of the available Data in respect of each Product is so disclosed; and
(ii) we and the relevant Brand are acknowledged as the source of the Data.
5.7 All other use is expressly prohibited without our prior written consent.
5.8 We reserve the right to amend the terms of your licence from time to time in accordance with clause 17 of the Standard Terms.
6. NEWSLETTER SUBSCRIPTIONS
6.1 Newsletters are delivered in hard copy format and online.
6.2 We shall send your Authorised User one paper copy of each selected Newsletter that we publish during the term of your subscription. These shall be sent by post or such other reasonable delivery method as we choose. You are responsible for providing full and accurate address and delivery details. We shall use reasonable endeavours to ensure delivery but are not liable for non-delivery if copies are properly addressed and despatched. In case of non-delivery we may decide to send additional copies at our discretion.
6.3 Without prejudice to the provisions of the Standard Terms, Newsletter content, in both hard copy and electronic format, is for the personal use of the Authorised User within the course of your business only and may not be distributed or disseminated in any form, electronically or otherwise, without our prior written consent. Authorised Users shall not distribute or make available the data section of the Newsletters, whether accessed in hard copy or online, to any other person.
7. PRICE AND PAYMENT
7.1 The price of your subscription is as set out on the order form or listed on the Website.
7.2 All prices are exclusive of VAT.
7.3 Unless otherwise agreed between us in writing all subscriptions must be paid for in advance with your application.
7.4 We reserve the right to change our subscription charges at any time, but such changes will only apply to your subscription from renewal. We will notify you of any such changes when renewal is due.
8.1 Subject to clause 8.5 of the Standard Terms, the Contract will continue for as long as you are a fully paid up Subscriber.
8.2 We may terminate the Contract at any time by giving notice in writing if you are in breach of any of your obligations.
8.3 No refunds will be given if your subscription period is twelve (12) months or less and You cancel your subscription before the end of the subscription period.
Schedule 1 Additional terms and conditions for subscribers in the USA
In the US, SEC regulations require that subscribers fall into one of the following categories.
In order that we may confirm your eligibility please tick the appropriate description.
You hereby certify that you are:
□ not resident in the United States of America.
□ a qualifying individual: a natural person whose net worth or joint net worth with your spouse, exceeds $1,000,000 or who had an individual income in excess of $200,000 in each of the last two calendar years, or whose joint income with your spouse was in excess of $300,000 in each of such years, and you reasonably expect to reach the same income level in this calendar year.
□ a qualifying entity: a corporation, partnership, limited liability company, business trust or a tax-exempt organisation described in Section 501(c)(3) of the Internal Revenue Code of 1986, amended, with total assets in excess of $5,000,000 and which was not formed for the purpose of investing in any of the funds listed in the Products (each, a “Fund”; collectively the “Funds”).
□ a qualifying personal trust: a personal (non-business) trust with total assets in excess of $5,000,000 and which was not formed for the purpose of investing in any of the Funds. Any decision by you to invest in the Funds will be directed by a person who has such knowledge and experience in financial and business matters so as to be capable of evaluating the risks of an investment in a Fund.
□ a qualifying employee benefit plan: an employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and which satisfies at least one of the following conditions:
(i) your total assets exceed $5,000,000; or
(ii) investment decisions are made by a plan fiduciary, as such term is defined in Section 3(21) of ERISA, and such fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or
(iii) it is a self-directed plan (i.e., a tax-qualified defined contribution plan in which a participant may exercise control over the investment of assets credited to his or her account) and the decision to invest is made solely by the participants investing, and each such participant is an accredited investor.
□ a qualifying individual retirement account: an Individual Retirement Account in which all of the participant(s) are accredited investors because each participant has a net worth in excess of $1,000,000 or has had an individual income of in excess of $200,000 (or a joint income with spouse in excess of $300,000) in each of the last two calendar years and reasonably expects to reach the same income level in the current year.
□ a qualifying state benefit plan: an employee benefit plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, and which has total assets in excess of $5,000,000.
□ a qualifying insurance company or small business investment company: licensed, or subject to supervision, by U.S. Federal or state examining authorities as a "savings and loan association", "insurance company" or "small business investment company" (as such terms are used and defined in 17 CFR §230.501 (a)) or an account for which a bank or savings and loan association is subscribing in a fiduciary capacity and over which such fiduciary exercises investment discretion.
□ a qualifying broker or investment company: registered with the U.S. Securities and Exchange Commission as a broker or an investment company; or elected to be treated or qualifies as a "business development company" (within meaning of Section 2(a)(48) of the Investment Company Act of 1940, as amended (the "Company Act")).
□ a qualifying entity in which all equity owners are each qualified as one of the above.
□ an industry professional (please specify) ……………………………...
By completing the above you are certifying your status. We will rely on this certificate in determining your eligibility to receive the Products and the Funds will rely on this certificate in determining their compliance with US federal and state security laws.
2. RESTRICTIONS ON INVESTMENT ACTIVITY
You agree not to and shall procure that Authorised Users shall not invest in any Fund whose performance is published in the Product for at least 30 days after receipt of such Product, unless you or your affiliates or Authorised Users already invest in, have already been solicited for, or are already actively considering an investment in such Fund.
3. NO REDISTRIBUTION OF THE PRODUCT
You agree not to and shall procure that Authorised Users shall not deliver, disseminate or otherwise redistribute the Products to anyone other than as permitted under the terms of clauses 5 and 6 of the main part of these Conditions. You agree and acknowledge that any other redistribution of such information could constitute or result in any of the following with respect to one or more of the Funds: (i) making a public offering of securities that would be required to be registered under Section 5 of the Securities Act of 1933, as amended; (ii) making a public offering of securities within the meaning of Sections 3(c)(1) or 3(c)(7) of the Company Act, that would render unavailable to a Fund the exclusion from the definition of "investment company" provided by those sections; and (iii) the investment manager of any Fund holding itself out generally to the public as an investment adviser within the meaning of Section 203(b)(3) of the Investment Advisers Act of 1940, as amended.
4. You shall indemnify us and any Fund so affected against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us or the Fund arising out of or in connection with:
(a) your certificate provided under paragraph 1 being untrue or inaccurate such that you are not a Qualifying Person;
(b) your ceasing to be a Qualifying Person and continuing to receive the Products; or
(c) any breach of your obligations under Schedule 1.
5. You agree to notify us promptly if your qualification status under paragraph 1 changes and shall be required to certify compliance with the provisions of these Conditions upon request. 5. You agree to notify us promptly if your qualification status under paragraph 1 changes and shall be required to certify compliance with the provisions of these Conditions upon request.