The terms and conditions below (the “Conditions”) together with our User Agreement (the “User Agreement”) govern your access to and use of this Website (as defined below). Please read these Conditions carefully. You are advised to fully understand your obligations and risks under these Conditions [and to consult a lawyer if necessary].
These Conditions are subject to and should be construed in accordance with the laws of the Hong Kong Special Administrative Region (“Applicable Laws”).
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions the pre-defined terms above and following definitions apply:
(a) Authorised User: an individual nominated by you to receive the selected Services and access the Website on your behalf.
(b) Service: hosting or accessing the hosted information on HedgeVista platform
(c) Information: Information provided by Fund users hosted on HedgeVista
(d) Website: our website at http://hedgevista.com/
(e) We, us, our: HedgeVista, a company registered in Hong Kong with company number 2441502 and whose registered office is at 22/F, 3 Lockhart Road, Wan chai, Hong Kong, or as it may be amended from time to time.
(f) 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 Services you have selected subject to the terms of the User Agreement. We retain the right to accept or reject your offer. If we do not accept your application we will refund the money paid by you towards the subscription.
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.
2.3 Upon the expiration of the one year subscription term and upon payment, your subscription will be automatically renewed for an additional one-year period. You may avoid entering into a renewal of your subscription by providing HedgeVista with at least 30 days written notice of your intention to terminate the subscription.
3. REGISTRATION OF AN ACCOUNT
3.1 You acknowledge that you are at least 18 years of age, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Conditions, and to abide by and comply with these Conditions.
3.2 Access to the subscription only parts of the Website is by username and password. In registering your account with HedgeVista (“Account”) you will be required to provide certain information (“Account Information”), including but not limited to, username, password, full name, email address. You agree to provide accurate and truthful information and to keep it accurate and updated at all times.
3.3 You are responsible for all access to the Website through your Account and/or the use of your Internet connection, even if the access is by another person, with or without your knowledge and consent. You are responsible for your own Account and for ensuring the confidentiality and security of your Account Information. You may not share your Account Information with unaffiliated third parties. If you ever forget your Account Information, or believe or know that there has been any (attempted) unauthorised use of your Account/Account Information, you shall inform us immediately.
3.4 Accounts are non-transferable. If you are accessing or using the Account on behalf of another person or entity, you represent that you are authorised to accept these Conditions on that person’s or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Conditions.
3.5 Usernames must not be offensive or offend common decency, or selected to deceive subscribers or convey the appearance of affiliation with HedgeVista. Usernames must also not violate the rights of third parties or infringe any provision contained under section 6 below. HedgeVista reserves the right to:
(a) amend any username without prior notice if it reasonably believes the username to be in contravention of the Conditions; or
(b) freeze your Account until the name is changed; or
(c) close your Account without notice for violating these Conditions.
4. AUTHORISED USER(S)
4.1 You shall nominate an Authorized User or Users within your organization who shall be (a) natural person(s) authorized to receive the Services and access the Website on your organization’s behalf.
4.2 You shall notify us within 10 days of your organization undergoing any change of control or reassignment of personnel or any other circumstance involving a change of the Authorised User or Users to ensure that your organization continues to have access to the Website.
4.3 You shall ensure that the number of Authorized Users does not exceed the number of subscriptions you have purchased from time to time, and will not allow more than one Authorized User to access the Website under any one subscription unless their subscription has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access the Website.
4.4 You shall ensure that your Authorized Users and any other person to whom Data is disclosed in accordance with the User Agreement comply with these Conditions.
5. WEBSITE ACCESS
5.1 We shall use reasonable endeavors to ensure that the Website is available at all times for the duration of the User Agreement, but you acknowledge that downtime will inevitably occur as a result of planned maintenance and unplanned service disruption and that since the Website is provided on the Internet, which is beyond HedgeVista reasonable control, we cannot guarantee that the Website or any individual function or feature of the Website will always be available and/or error free and we shall not be liable for any loss or liability which may be suffered or incurred by you as a result of any suspension of, or interruption to, the operation of the Website. The Website may be unavailable during periods when we are implementing upgrades or carrying out maintenance on the Website or at any other time.
5.2 HedgeVista does not have any obligation to support or maintain the Website. HedgeVista reserves the right to amend, suspend, withdraw or cease providing any services relating to the Website without notice, and shall have no liability or responsibility to you in any manner whatsoever if it chooses to do so.
5.3 HedgeVista reserves the right to charge for any service provided to you through the Website in accordance with these Conditions and for any reason, at any time without notice.
5.4 We make no promise that the materials on the Website are appropriate for or available for use in locations outside Hong Kong. Accessing the Website from territories where its contents are illegal or unlawful is prohibited. If you choose to access the Website from elsewhere, you do so on your own initiative and are solely responsible for compliance with Applicable Laws.
6. YOUR USE OF THE WEBSITE
6.1 You are solely responsible for your conduct while accessing or using the Website and for the conduct of your Authorised Users or anyone you authorize to access the Website on your behalf.
6.2 You agree that when using the Website you will comply with the Applicable Laws and these Conditions. Any violation of these Conditions may result in the termination of your access to the Website.
6.3 Your permission to use the Website is personal to you and non-transferable, and is solely for the use in the course of your organisation’s business. Your use of the Website is conditional on your compliance with the rules of conduct set forth in these Conditions and you agree that you or any third party acting on your behalf will not:
(a) (attempt to) use the Website for any fraudulent or unlawful purpose, or in any malicious manner or in a manner which constitutes, promotes and/or encourages illegal activity including (without limitation) copyright, patent and trademark infringement and/or any criminal activity and/or provides information about the same or otherwise creates liability or violates any Applicable Laws. You will not violate any contractual, intellectual property and/or other third-party rights and you will not commit any tort or offence under Applicable Laws;
(b) (attempt to) use the Website to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity, intimidate, harm others, engage in predatory conduct, mislead, deceive or defraud others, promote bigotry or discrimination, invade third parties’ privacy rights or engage in obscene, lewd, indecent or pornographic conduct or conduct which is otherwise objectionable;
(c) (attempt to) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Website or express or imply that we endorse any statement you make;
(d) (attempt to) interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available or violate any requirements, procedures, policies or regulations of such networks;
(e) (attempt to) transmit or otherwise make available in connection with the Website any virus, worm or other computer code that is harmful or invasive or may or is intended to interrupt, suspend, interfere with or damage the operation of, or to monitor the use of, any hardware, software, or equipment;
(f) (attempt to) make and distribute copies of the Website, reproduce, modify, adapt, alter, reverse engineer, disassemble, decompile, transfer, exchange, or translate the Website; extract, whether through data mining, robots or other means, any source code from the Website, and/or attempt to interrupt or decipher the transmissions between the Website and our systems, scrape, monitor, or copy any part the Website in an automated way, using any robot, scraper, or other method of access other than manually accessing the publicly-available portions of the Website, by-pass or circumvent any content-filtering techniques we employ or access any feature or area of the Website that you are not authorized to access, or any networks, servers or computer systems connected to the Website, re-format, mirror or frame any portion of the pages comprising the Website and/or create derivative works of the Website of any kind whatsoever, or develop or use any third-party applications that interact with the Website, whether or not with a view to compete with our business or impact HedgeVista’s revenue, without our prior written consent. [Notwithstanding the foregoing, we grant the operators of public online search engines limited permission to use search retrieval applications to reproduce materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of such materials solely in connection with each operator's public online search service];
(g) (attempt to) remove, alter, conceal any copyright, trade mark, service mark, notices or other proprietary rights notice from the Website or materials originating from the Website, whether belonging to HedgeVista or to any third party;
(h) (attempt to) create a database by systematically downloading and storing Website content;
(i) (attempt to) upload any unsolicited advertising, mailing, solicitation, promotions, spam material (which HedgeVista reserves the right to define in its sole discretion), political campaign material or any private or personal information of a third party without such third party’s consent on the Website; and/or
(j) (attempt to) upload any information about your business, its allocation history, any Allocated User(s) or any other objectionable material (which HedgeVista reserves the right to define in its sole discretion),
(k) (attempt to) use the website for extraction of Fund data for sharing with competitors,
(l) (attempt to) use the Website other than as expressly provided in these Conditions.
6.4 We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
7. THIRD PARTY WEBSITES
7.1 The Website may provide links to other websites and online resources. We are not responsible for and do not endorse such external sites or resources. Your use of third party websites and resources is at your own risk.
7.2 We reserve the right to monetise any of these links through the use of third party affiliate programs.
7.3 We may rely on the services and facilities of third parties such as Amazon (for data), segment.io (for hosting), and appear.in (for video conferencing). We are not responsible and will not accept liability for lapses or interruptions in the services provided by these vendors.
7.4 You may create a link to this Website exclusively upon obtaining our written consent, provided that:
(i) misleading or could suggest any type of association, approval or endorsement by us that does not exist; or
(ii) harmful to our reputation or the reputation of any of our affiliates;
(b) the link does not result or has the potential to result in any of the prohibited effects contained in section 6 above; and
(c) you retain the legal right and technical ability to control and immediately remove the link at any time, following a request by us to do so.
7.5 We reserve the right to require you to immediately remove any link to the Website at any time and you agree to immediately comply with any request by us to remove any such link.
8. ADVERTISERS ON THE WEBSITE
8.1 We accept no responsibility whatsoever for advertisements contained within the Website. If you agree to purchase goods and/or services from any third party who advertises on the Website, you do so solely at your own risk. The advertiser, not HedgeVista, is responsible for such goods and/or services and if you have any queries or complaints in relation to them, your only recourse is against the advertiser.
9. SUBSCRIPTIONS TO SERVICES
9.1 Subscriptions to Services shall be delivered exclusively online.
9.2 You may cancel your subscription at any time by emailing us at firstname.lastname@example.org.
9.3 For each Service subscription you have purchased and for the duration of that subscription we grant you one non-exclusive non-transferable license to permit one or more Authorized User to access that particular Service in accordance with these Conditions.
9.4 Each Authorised User is permitted to access, print, reproduce, display, download or store the Information to the extent reasonably necessary for the purpose of his/her own personal use within the course of your business.
9.5 We reserve the right to amend the terms of your licence from time to time.
10. PRICE AND PAYMENT
10.1 The price of your subscription is as set out on the subscription form or listed on the Website.
10.2 Unless otherwise agreed between us in writing all subscriptions must be paid for in advance with your application.
10.3 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.
11. INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS AND LICENCES
11.1 All trademarks, trade names, service marks, logos, copyrights, database rights, and other intellectual property rights of any nature on the Website, including all information, data, text, music, sound, images, photographs, graphics, illustrations and video messages, page headers, button icons, scripts, arrangement and presentation thereof together with the underlying software code, source code, software compilations, tools, application, slogans, filters, customer generated filters and other content contained therein (collectively, but not exclusively “Material”) are owned directly either by HedgeVista, or HedgeVista’s licensors, are protected by Applicable Laws and you acknowledge that you have no ownership rights in or to any (part of) the Material. HedgeVista and HedgeVista’s licensors reserve all rights to take any legal action in relation to any right applicable to the Material.
11.2 You can view, use, print or download extracts of the Material for your own personal use but you cannot otherwise use, copy, edit, vary, alter, reproduce, publish, display, distribute, store, transmit, commercially exploit, or disseminate in any form whatsoever the Material and the copyright notices or use the Material in any manner which creates the impression that such items belong to or are associated with you without written express permission from HedgeVista or HedgeVista’s licensors.
11.3 HedgeVista hereby grants you a worldwide, limited, non-exclusive, non-transferable, non-licensable, non-sub licensable, royalty-free and revocable licence to use the Website for your personal use in accordance with these Conditions. Such license is subject to these Conditions. You may not assign your rights provided for under these Conditions without our prior written consent. We may assign the Conditions and delegate certain responsibilities, obligations, and duties under or in connection with the Conditions in our sole discretion.
11.4 We reserve all rights, title and interest not expressly granted under this license to the fullest extent possible under Applicable Law.
12. REPORTING INFRINGMENT OF COPYRIGHTS
12.1 HedgeVista respects the intellectual property rights of others and expects users of the Website to do the same. We will respond to notices of alleged copyright infringement that comply with Applicable Laws and are properly provided to us. If you believe that any of your copyrighted work has been used in a way that constitutes copyright infringement, please provide us with the following information:
(a) identification of the copyrighted work claimed to have been infringed;
(b) identification of the material that is claimed to be infringing or to be 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;
(c) your contact information, including your address, telephone number, and an email address;
(d) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or Applicable Law; and
(e) a statement that the material in the notification is accurate, and that you are/are authorised to act on behalf of the copyright owner.
12.2 We reserve the right to remove any material alleged to be infringing from our Website without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we will also terminate a user's account if the user is determined to be a repeat infringer. Our address for notice of alleged copyright infringement appearing on the Website is email@example.com
13. LIMITATION OF LIABILITY
13.1 To the maximum extent permitted by Applicable Laws, and for the avoidance of doubt, HedgeVista and HedgeVista’s subsidiaries and affiliates and each of their respective officers, directors, agents, partners and employees (collectively, the “HedgeVista Parties”) hereby disclaim all liabilities and implied warranties with regard to the Website, including but not limited to non-infringement of proprietary rights. Your use of the Website and of any other application, website or material accessible through the Website is at your sole risk. The Website and software are provided without exception "as is" and "as available".
13.2 HedgeVista Parties exclude all warranties, liabilities and responsibilities for, among others:
(a) delay in the access or use any part of the Website, content, Material or link referred to in the Website, malfunctions which cause the Website not to work as per your expectation, whether or not resulting from mistakes, omissions, interruptions, deletions of files or e-mail, errors, defects, viruses or other malicious code, delays in operation or transmission, acts of God, communication failure, theft, destruction, unauthorized access to records, programs, or services, or any kind of failure of performance of the Website and whether or not any of the HedgeVista Parties have been advised of the possibility of such damages. This paragraph shall apply to all content and services available through the HedgeVista Parties;
(b) any losses or delays in the transmission of messages or Material you access arising out of the use of the Internet as provided by any network provider, caused by the acts or omissions of your network provider or by any browser or other software which is not under our control;
(c) any loss, damage or alteration to your equipment, including but not limited to mobile telephones or handheld devices, or any other hardware or software you use in connection with the Website, including in connection with any viruses or malicious code that may affect the same on account of your downloading and use of the Website. HedgeVista Parties make no representation and offer no warranty that the Website is compatible with your equipment, is accurate, complete, reliable, current, uninterrupted or error-free or that our Website and communications sent by us or our affiliates will be free from loss, destruction, damage, interruption, corruption, attack, viruses, worms, or other harmful, invasive, corrupted files, interference, hacking, or other security intrusion and we disclaim any liability relating thereto;
(d) any unauthorized use, interception, corruption or destruction of any message or information before it reaches the Website or our servers from the Website, or any unauthorized use of or access to data relating to you or your transactions, to the extent permitted by law;
(e) any compensatory, direct, indirect, special, punitive, exemplary, incidental, or consequential loss or damage, loss of data, loss of income or profit of whatsoever kind arising out of your use of or access to the Website whether claimed by you and/or any third party, including goodwill, data, contracts, loss of profit or the like whether or not in the contemplation of the parties or whether based on breach of contract, tort (including negligence), strict liability, product liability, or caused by any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus, worms, Trojan horse, keyboard loggers, spyware, adware, malware, harmful or malicious code, any other defect or line failure in connection with your use of the services;
(f) the defectiveness, incompleteness inaccuracy, unreliability, outdatedness and/or incorrectness of the content including but not limited to any opinion, view, advice or statement, website, service, link, content, advertisement, information, or application which is accessible from or referred to by our Website by any means whatsoever posted on the Website, provided by HedgeVista or any third party, including but not limited to advertisers, content providers, customers, guests or other unauthorized HedgeVista spokesperson. HedgeVista does not warrant that any defects or errors will be corrected;
(g) adding, removing or deleting any content from the Website, modifying, suspending, or discontinuing the Website at any time without notice to the customers; and
(h) the sharing of personal, sensitive, confidential or any other information about you or your Authorised User(s) over the Website or through other media;
(i) liability for the kinds of damages non-exhaustively listed in these Conditions even if the HedgeVista Parties have been advised of the possibility of such damages.
13.3 Notwithstanding the foregoing, nothing in these Conditions is intended to exclude or limit any liability that may not by Applicable Laws be excluded or limited, and in particular none of the exclusions and limitations in this clause are intended to limit any rights you may have as a consumer under Applicable Laws or statutory rights which may not be excluded, nor in any way to exclude or limit liability to you for gross negligence, fraud, fraudulent misrepresentation or intentional misconduct, death or personal injury resulting from our negligence or that of our employees or agents.
14.1 You agree to indemnify to the fullest extent permitted by Applicable Law, to defend and hold HedgeVista Parties harmless, for any loss, liability, claim, demand, damages, expenses or costs and legal fees (“Claims”), made by any third party arising out of or relating to, among others:
(a) your access to, use or conduct in connection with the Website or content you submit to the Website;
(b) your violation, misappropriation or infringement of any third party right, including without limitation any copyright, property, or privacy right or these Conditions; and/or
(c) your breach of any of the Conditions or of Applicable Law.
14.2 We reserve the right, at your expense, to assume the exclusive defence and control of any matter subject to indemnification by you, and you agree to cooperate in such defence. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
14.3 You agree to promptly notify the HedgeVista Parties of any third party Claims, cooperate with the HedgeVista Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You agree not to settle any matter in which you have indemnity obligations towards the HedgeVista Parties without their prior written consent.
14.4 This indemnity is in addition to, and not in lieu of, any other indemnity set forth in any written agreement between you and the HedgeVista Parties.
15.1 The User Agreement will continue for as long as you are a fully paid up subscriber.
15.2 We may terminate User Agreement and these Conditions at any time by giving you notice in writing if you are in breach of any of your obligations.
15.3 No refunds will be given if you cancel your subscription before the end of the subscription period and if we cancel the subscription then we refund pro-rata subscription fee based on subscription period
15.4 We may, at any time and for any reason, terminate, revoke or suspend your right and ability to access or use the Website and request that you stop accessing or permanently destroy certain content or information available through the Website. HedgeVista will not be liable to you for any such termination/suspension. Upon termination, all rights and licenses granted to you herein shall also terminate immediately, and as a result you must cease all use of the Website.
15.5 If you breach or threaten to breach any provision of these Conditions, in addition to terminating your right to use the Website, we shall be entitled to seek injunctive relief to enforce the provisions hereof, but nothing herein shall preclude us from pursuing any action or other remedy for breach or threatened breach of these Conditions. If we prevail in such action, we shall be entitled to recover from you all reasonable costs, expenses, and attorneys’ fees incurred in connection therewith.
16. COLLECTION OF PERSONAL INFORMATION
17. ENTIRE AGREEMENT
17.1 These Conditions (as amended from time to time), together with the User Agreement and other policies or terms incorporated herein, either in their entirety or by explicit reference constitute the entire agreement between you and us, supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understanding between you and us, whether written or oral, regarding your use of the Services and of the Website.
18.1 If any provision(s) of these Conditions is held to be unlawful, void, invalid or unenforceable, then such provision(s) is deemed severable from these Conditions and shall be construed, as nearly as possible, to reflect the intentions of the parties (as reflected in the provision(s)) and all other provisions shall remain in full force and effect.
19. SUCCESSORS AND PERMITTED ASSIGNS
19.1 These Conditions will continue to apply and be binding on HedgeVista’s and your respective successors and permitted assigns.
20. GOVERNING LAW
20.1 These Conditions will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, and the courts of the Hong Kong Special Administrative Region will have the exclusive jurisdiction over any claim or dispute arising under or in connection with these Conditions.
21.1 Unless otherwise expressly stated, nothing in these Conditions shall create any rights or any other benefits in favour of any person other than you, HedgeVista Parties and/or HedgeVista’s licensors.
21.2 The section titles in these Conditions are for convenience only, they are not intended as advice and have no legal or contractual effect.
21.3 No party shall be liable to the other for any default resulting from force majeure, which includes any circumstances beyond the reasonable control of the parties.
21.4 Notices and electronic communications. We may provide you with notices, including those regarding changes to the Conditions by notifications through our Website, email, or regular mail. When you use the Website, you consent to receive communications from us electronically. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store electronic communications such that they remain accessible to you in an unchanged form.
22.1 We reserve the right, at our sole discretion, to amend or replace these Terms at any time by posting the updated terms on our Platform. If a revision is material we will try notify you of the changes before they become effective. What constitutes a material change will be determined at our sole discretion. By continuing to use our Platform and our services after the changes come into effect means that you agree to be bound by the revised policy.
23. CONTACT US
23.1 Please address any question or enquiry about the Services or these Conditions, please contact us at firstname.lastname@example.org