Agreement Between User and ClaritySpring.com
Welcome to ClaritySpring.com. The ClaritySpring.com website (the “Site”) is comprised of various web pages operated by ClaritySpring Inc. (“ClaritySpring”).
ClaritySpring.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of ClaritySpring.com constitutes your agreement to all such Terms.
Please read these terms carefully, and keep a copy of them for your reference.
ClaritySpring.com is a financial services information site. We built ClaritySpring to help managers easily implement effective due-diligence and investor relations processes so they can focus on making great investments. Our mission is to make the hedge fund investment process efficient for both managers and their clients.
Accredited Investors Only
The Hedge Fund Information contained on the Site is intended and available solely for accredited investors (as defined in Securities and Exchange Commission Rule 501(a), promulgated under the Securities Act of 1933, as amended) (“Accredited Investors”). By registering, viewing, or downloading Hedge Fund Information, You represent that You are an Accredited Investor, and You agree to immediately notify ClaritySpring if your status as an Accredited Investor should change in any respect. You hereby acknowledge that you have represented your status as an Accredited Investor to ClaritySpring. If You are obtaining access to Hedge Fund Information as a company, You hereby represent that only individuals who are lawfully reviewing information on investments on behalf of your company will have access to Hedge Fund Information, and that individuals who review such Hedge Fund Information are not entitled to make personal use of such Hedge Fund Information. You also agree they shall be informed of and agree to the obligations hereunder prior to receiving such access.
Use of Hedge Fund Information
You may use Hedge Fund Information solely for your personal, informational, and non-commercial use or Permitted Commercial Use (as defined below); provided that, You shall not (i) excluding the use of Hedge Fund Information within ClaritySpring, copy, reproduce, store, publish, display, distribute in any medium, transmit or otherwise transfer or create any derivative works based on the Hedge Fund Information, including without limitation, any contact information set forth therein (other than in regard to a “permitted Commercial Use” (as defined below», (ii) modify or alter in any respect, the Hedge Fund Information or any proprietary notices therein, (iii) rely on the Hedge Fund Information, in whole or In part, in association or connection with any investment decision, (iv) use the Hedge Fund Information, including without limitation, the contact information contained therein, to sell or offer to sell any services or products to any hedge funds or their personnel, (v) transmit in connection with the use of the Hedge Fund Information any unlawful, harmful or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law, (vi) use any device, software or routine or take any other action to, interfere or attempt to interfere with the proper working of the Hedge Fund Information or (vii) use or permit use of the Hedge Fund Information in any manner that violates any applicable law, regulation, or treaty.
Definitions of Permitted and Prohibited Commercial Use
“Permitted Commercial Use”: Permitted Commercial Uses shall include (i) using the Hedge Fund Information for your internal investment research; (ii) using the Hedge Fund Information to report specific information on one or more private investment funds that You represent privately to the funds’ investors or pre-existing substantive relationships; (iii) utilizing the Hedge Fund Information as a registered investment advisor to obtain information on investment funds for your clients provided they are Accredited Investors, and provided that You advise them that (x) they may not rely on any such Hedge Fund Information, in whole or in part, in association or connection with any investment decision, or (y) they may not redistribute any Hedge Fund Information, and (z) that funds may only be offered to them pursuant to a fund’s authorized offering documentation.
“Prohibited Commercial Use”: Prohibited Commercial Uses of the Hedge Fund Information shall include, but not be limited to, the following: (i) any resale of the Hedge Fund Information or any information contained therein; (ii) providing for sale any financial information product based on the Hedge Fund Information or any information contained therein; (iii) the sale of reports based on or derived from the Hedge Fund Information or any information contained therein. Notwithstanding the foregoing, the preceding sentence is not intended as an exhaustive list of prohibited commercial uses, and ClaritySpring’s prior written consent is required for any commercial use of the Hedge Fund Information that is not enumerated as a Permitted Commercial Use above.
You are solely responsible for any actions taken, by You or any other person, with respect to any Hedge Fund Information downloaded, obtained, or viewed through your account, as reflected in ClaritySpring’s records.
Access to Hedge Fund Information is Revocable
Under no circumstances shall ClaritySpring be authorized to sell You an exclusive right to access Hedge Fund Information. All access to Hedge Fund Information is revocable at the discretion of ClaritySpring.
No Offering or Solicitation
You acknowledge that the Hedge Fund Information, and the provision of the Hedge Fund Information to You, do not constitute (i) an offer to buy or sell, or a solicitation of an offer to buy or sell, any fund or investment; or (ii) financial advice or a recommendation, or other advice or recommendation, of any kind. The information contained on the Site is not complete, is subject to change, and, because it is derived from third parties, may be inaccurate. Any documents on the Site are for research purposes only, and do not constitute (i) an offer to buy or sell, or a solicitation of an offer to buy or sell, any fund or investment; or (ii) financial advice or a recommendation, or other advice or recommendation, of any kind.
Clarityspring services do not include (a) participation in the negotiations for the sale of Hedge Fund interests (b) participation in discussions of details about the nature of the investment in Hedge Funds or the making of any endorsement or recommendation of Hedge Funds, (c) the preparation or distribution of sales literature accounting information or related documents, in connection with any Hedge Fund (d) the advertisement for prospective investors, (e) the making of any determination as to investor qualification for participation in the investment, or (f) acting as an agent for a registered broker-dealer.
Thirty Day Bar On Investments
You agree not to invest in any hedge fund listed in Hedge Fund Information for thirty (30) days after your initial access to Hedge Fund Information, with the exception of funds in which You are already invested or with which You otherwise have a pre-existing substantive relationship.
Visiting ClaritySpring.com or sending emails to ClaritySpring constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that ClaritySpring is not responsible for third party access to your account that results from theft or misappropriation of your account.
ClaritySpring and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion. ClaritySpring does not knowingly collect, either online or offline, personal information from persons under the age of thirteen.
Links to Third Party Sites/Third Party Services
ClaritySpring.com may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of ClaritySpring and ClaritySpring is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. ClaritySpring is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by ClaritySpring of the site or any association with its operators.
Certain services made available via ClaritySpring.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the ClaritySpring.com domain, you hereby acknowledge and consent that ClaritySpring may share such information and data with any third party with whom ClaritySpring has a contractual relationship to provide the requested product, service or functionality on behalf of ClaritySpring.com users and customers.
No Unlawful or Prohibited Use/Intellectual Property
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of ClaritySpring or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. ClaritySpring content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of ClaritySpring and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of ClaritySpring or our licensors except as expressly authorized by these Terms.
The Service is controlled, operated and administered by ClaritySpring from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the ClaritySpring Content accessed through ClaritySpring.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless ClaritySpring, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. ClaritySpring reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ClaritySpring in asserting any available defenses.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. CLARITYSPRING INC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. CLARITYSPRING INC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND.
CLARITYSPRING INC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
ClaritySpring reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Delaware and you hereby consent to the exclusive jurisdiction and venue of courts in Delaware in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and ClaritySpring as a result of this agreement or use of the Site. ClaritySpring’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of ClaritySpring’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by ClaritySpring with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and ClaritySpring with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and ClaritySpring with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be in an appropriate state or federal court located in Delaware, and the parties unconditionally waive their respective rights to a jury trial. Any cause of action you may have with respect to your use of this website must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement between ClaritySpring and you with respect to this site and it supersedes all prior or contemporaneous communications, agreements and understandings between ClaritySpring and you with respect to the subject matter hereof. A printed version of this Agreement shall be admissible in judicial or administrative proceedings.
Changes to Terms
ClaritySpring reserves the right, in its sole discretion, to change the Terms under which ClaritySpring.com is offered. The most current version of the Terms will supersede all previous versions.
ClaritySpring encourages you to periodically review the Terms to stay informed of our updates.
Hedge Fund Disclosures
– Hedge funds are not appropriate for all investors. Hedge funds can be speculative and may involve a high degree of risk, above and beyond those associated with traditional asset classes. An investor could lose all or a substantial amount of their investment. Investors should consider hedge funds as a supplement to an overall investment strategy.
– Hedge funds are not mutual funds and are not subject to the same regulatory requirements as mutual funds. Investments in hedge funds are not federally insured by the Federal Deposit Insurance Corporation or any other government agency. Investments in hedge funds are not deposits or obligations of any bank or insured depository institution.
– Hedge funds may use leverage and other speculative investment practices that may increase the risk of investment loss. Hedge funds may have performance that is volatile. Hedge funds may own investments that are illiquid.
-There is no secondary market for the investor’s interest in the fund and none is expected to develop. There may be restrictions on redeeming interests in the fund.
-Hedge fund’s fees and expenses may offset their trading profits.
-Hedge fund managers generally have total trading authority over the fund. The use of a single advisor applying generally similar trading programs could result in a lack of diversification and, consequentially, higher risk.
-Hedge funds may involve complex tax strategies and there may be delays in distributing tax information to investors
-Some hedge funds can execute a substantial portion of the trades executed for the fund on a foreign exchange.
-The amount of disclosure received may vary by manager. Transparency varies by manager. No notice of variations among managers will be given to client and the process described herein may be changed without notice. Not all of manager’s representations are corroborated. Business judgment is applied when necessary. Manager evaluation and monitoring is a process consisting of quantitative and qualitative elements. The process is a combination of “science and art“ (i.e., quantitative analysis and business experience). Manager evaluation process may vary from time to time without giving notice or seeking consent. The evaluation process is not directed at providing assurances with respect to internal controls, nor to the detection of fraud, errors, or illegal acts. The evaluation process consists of gathering quantitative and qualitative information from multiple sources, including the manager themselves. The accuracy and completeness of such information cannot be relied upon to make investment decisions. ClaritySpring Securities LLC does not provide trading or investment advice, recommendations or endorsements of any kind.
These Terms are Effective as of June 1, 2013