Client User Agreement

THIS AGREEMENT is dated on the date of acceptance (the “Agreement”).

Parties

  1. HedgeVista Limited, a company incorporated in Hong Kong and having its registered office at 22/F, 3 Lockhart Road, Wan Chai, Hong Kong (the “Supplier”).
  1. The Company that is Accepting this agreement (the “Customer”).

Collectively referred to as the “Parties” or individually as a “Party”.

Background

  1. The Supplier offers a Software-as-a-Service solution known as HedgeVista, along with other add on services external to the platform, including provision of conferences (the “Services”).
  1. The Supplier agrees to provide the Services and the Client agrees to subscribe to the Services on and subject to the terms set out in this Agreement.
  1. Key terms

Name of service plan:

User Plan as discussed with HedgeVista Team

Description of service:

Accessing and viewing information hosted on HedgeVista Platform. Participating in Conferences with Funds.

Upfront fee and service plan:

The subscription fee and time depends on the subscription plan and as discussed with HedgeVista Team

Recurring fee:

No recurring and pricing for next year to be discussed

Subscription start date:

Date on which the Customer activates user account on HedgeVista platform

Initial term:

one (1) year and extendable on the same Subscription Agreement

  1. Interpretation
  1. The following definitions and rules of interpretation apply in this Agreement.

Business Day: means a day (other than a Saturday, a Sunday or a public holiday) on which the Supplier is open for business;

Client Data: as defined in Clause 5.1(a), which constitutes Proprietary Information of the Client.

Conference: Client’s meeting with the Fund, delivered either in a group or one-to-one format either online through a digital conference format or offline if both Fund and the Client mutually agree.

Conference Services: HedgeVista’s service of providing operational support in organizing Conference

Derived Information: as defined in Clause 5.7.

Fees: the fees payable in respect of the Services as set out in Clause 1.

Fund Data: as defined in Clause 5.1(c), which constitutes Proprietary Information of the Funds.

Funds: the certain funds whose information may appear on the Platform or be made available through HedgeVista’s other services, time to time and may be provided to the Client as contemplated herein.

Initial Term: the term of subscription as stated in Clause 1, subject to adjustment as set out in Schedule 1.

Intellectual Property Rights: means all patents, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Plan: the service plan to which the Client has subscribed, as identified in Clause 1 or any plan to which the Client will subscribe after the expiry of the Initial Term.

Platform: the user interface of the Software on which information provided by the Funds and other material will appear from time to time.

Proprietary Information: Client Data, Supplier Data and Fund Data.

SLA: the service level agreement as set out in Schedule 1.

Software: the software named “HedgeVista”, and all updates, upgrades, releases, and versions thereof, including:

  1. the source code and object code;
  1. the databases maintained by the Supplier; and
  2. all other works or material recorded or embodied in the software, including the audio or visual content in any screen displays on the Platform.

Software Documentation: all and any documentation (whether in human or machine-readable form) relating to the Software, including all operating manuals, user instruction manuals, and training materials.

Supplier Data: as defined in Clause 5.1(b), which constitutes Proprietary Information of the Supplier; and

Terms and Conditions: the Supplier’s terms and conditions governing this Agreement and the use of the Platform and other services, together with the Terms of Use.

  1. Clause, Schedule, and paragraph headings shall not affect the interpretation of this Agreement.
  1. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
  1. References to clauses and Schedules are to the clauses and Schedules of this Agreement.
  1. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  1. A reference to writing or written includes fax and email.
  1. Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
  1. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders and a reference to a person includes a natural person, a corporation, or an unincorporated body (whether or not having a separate legal personality).
  1. The Services and Duties of Supplier

  1. On and subject to the terms of this Agreement, the Supplier will provide to the Client the Services according to the Plan and reasonable technical support in accordance with the SLA.

  1. Supplier’s duties under this Agreement are solely mechanical and administrative in nature. Supplier shall have no other duties save as expressly provided for in the Agreement.

  1. Supplier is not obliged to review or check nor is responsible for the adequacy, accuracy, correctness, authenticity or completeness of any information pertaining to any Fund(s) that appear on the Platform or which any Fund supplies to the Client through HedgeVista’s other services, nor is Supplier responsible for the validity or enforceability of any act or document connected with any Funds.

  1. Supplier is not responsible for the appropriateness, accuracy or exhaustiveness and reasonableness of any representation, warranty, undertaking, agreement or information contained in in any information supplied to the Client by any Fund(s).

  1. Nothing in this Agreement shall be deemed or construed to create an advisor/client, employer/employee, joint venture, principal/agent or partnership relationship between Supplier and Client or between Supplier and Funds.
  1. Client's undertakings
  1. The Client will at all times comply with the Supplier's published terms, policies, and all applicable laws and regulations in using the Services.
  1. The Client will, as a condition of being permitted to register and use a user account on the Platform and participate in HedgeVista’s other services, promptly supply all information requested by Supplier for the purpose of creating and maintaining Client’s account and such information must be accurate and any change in accuracy must be reported to Supplier within five (5) Business Days. The user account is to be used for the individual(s) whose personal information is registered with the Supplier and for his/her use only, and the password and user ID to of the user account must at no times be given to any third parties. Supplier reserves the right to suspend or terminate any user account if information provided is inaccurate, if the user account password or user ID is provided to third parties, or if the user account is misused or for any breach of the terms of use whatsoever.
  2. The Client will obtain and maintain any equipment and ancillary services necessary to connect to, access, or otherwise use the Services (including any necessary servers, web servers, network, modems, hardware, software, operating systems, and the like).
  1. The Client will maintain the security of the Client's account(s) for using the Services, including the password(s) to such account(s) and all information contained in such account(s).
  1. The Client will not, directly or indirectly:
  1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to the Services or any part of the Software;
  1. modify, translate, or create derivative works based on the Services or any part of the Software;
  1. recirculate, redistribute, publish, broadcast or otherwise disseminate or distribute, without the Supplier’s prior written consent any analysis, presentation or other material included on the Platform or through HedgeVista’s other services;
  2. use or attempt to use any content on the Platform or content delivered through HedgeVista’s other services (in its entirety or in any part) to construct a database of any kind or store (or attempt to store) such content in databases for access by you or any third party or to distribute any database services containing all or part of the information;
  3. remove, alter, conceal (or attempt to do so) any copyright, trade mark, service mark, notices or other proprietary rights notice from the Platform or materials originating from the Platform or material provided by HedgeVista’s other services, whether belonging to Supplier or to any third party;
  4. modify or attempt to modify any content on the Platform or content provided by HedgeVista’s other services;
  5. frame or mirror (or attempt to do so) any part of the Platform or HedgeVista’s other services without Supplier’s express prior written consent;
  6. make illegal or unlawful use of the Services or the Software;
  1. use the Services or any part of the Software for the benefit of a third party; or
  1. breach the terms of this Agreement, the Terms and Conditions, or any applicable laws or regulations.
  1. The Client acknowledges and agrees that the Supplier may, although has no obligation to do so, monitor the Client's use of the Services and may prohibit any use of the Services where the Supplier believes that such use is or may be in breach of this Agreement.
  1. Proprietary information
  1. The Parties acknowledge that, to enable the provision of the Services:
  1. the Client has disclosed or may disclose information or data (including information regarding the business, management, or structure of the Client) to the Supplier which is not public knowledge (“Client Data”); and
  1. the Supplier has provided the Software Documentation to the Client and has disclosed or may disclose other information or data (including any information regarding existing or planned features, functionality, and performance of the Software) to the Client which is not public knowledge (“Supplier Data”).
  2. Funds have disclosed or may disclose information or data concerning regarding the business, management, and/or structure of the Funds and their performance to the Client which is not in the public domain (“Fund Data”).
  1. Client Data belongs to the Client. The Client owns all rights (including all Intellectual Property Rights), title, and interest in and to the Client Data.
  1. Supplier Data belongs to the Supplier. The Supplier owns all rights (including all Intellectual Property Rights), title, and interest in and to the Supplier Data, as well as all or any improvements, enhancements, or modifications to the Software, and any applications, inventions, or other technology developed in connection with the Software.
  2. Fund Data belongs to the Fund that has supplied such data. Each Fund whose Fund Data appears on the Platform or is delivered through HedgeVista’s other services, owns all rights (including all Intellectual Property Rights), title, and interest in and to that Fund Data.
  1. Each Party agrees to take reasonable precautions to protect and keep confidential the Proprietary Information of the other Party and not to use (except in performance of the Services or otherwise consented to by the other Party) or disclose the Proprietary Information to any third party.
  1. The obligation under this clause will not apply in respect of any Proprietary Information that;
  1. is or becomes generally available to the public;
  1. was disclosed to the Party by a third party without restriction; or
  1. is required to be disclosed by law.
  1. For the avoidance of doubt, the Supplier has the right to collect and analyse any data and information relating to the provision, use, and performance of various aspects of the Software and related systems and technologies, including any data or information of or derived from the Client's use of the Services (“Derived Information”). The Supplier is free, without any licence or permission from the Client and without paying any fees or payment to the Client, to:
  1. use any Derived Information to improve and enhance the Services and for other development, diagnostic, and remedial purposes in connection with the Services and other offerings by the Supplier; and
  1. Intellectual Property
  1. All Intellectual Property Rights of any nature on the Platform or delivered by HedgeVista’s other Services, 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 Supplier, or Supplier’s licensors, are protected by applicable law and Client acknowledges that it has no ownership rights in or to any (part) of the material. Supplier and Supplier’s licensors reserve all rights to take any legal action in relation to any right applicable to the Material.
  2. The Intellectual Property Rights in the Platform and the material accessible on it and through HedgeVista’s other services, are, to the extent that such are not Fund Data, owned by Supplier or Supplier’s licensors. Client can view, use, print or download extracts of the material for its own personal use but 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 Client without written express permission from Supplier or Supplier’s licensors.
  3. Supplier hereby grants Client a worldwide, limited, non-exclusive, non-transferable, non-licensable, non-sub licensable, royalty-free and revocable licence to use the Platform and HedgeVista’s other services, solely for its personal use in accordance with this Agreement and the Terms of Use. Such license is subject to this Agreement and the Terms of Use. Client may not assign its rights provided for hereunder without Supplier’s prior written consent.
  4. Supplier reserves all rights, title and interest not expressly granted under this license to the fullest extent possible under the Law.
  1. Payment of fees
  1. The Client will pay the Fees in a timely manner and in accordance with the payment terms of the Supplier, which forms part of this Agreement.
  1. Failure to pay any Fees for more than eight (8) weeks after the due date will constitute a material breach of this Agreement referred to in Clause 8.2.
  1. If the Client's use of the Services exceeds the level of services included in the Plan, the Client will be billed for the additional usage and the Client agrees to pay the additional fees in such manner as instructed by the Supplier.
  1. The Supplier reserves the right to change the amount of the Fees or the manner for charging for the Services at the end of the Initial Term or the then-current term.
  1. Any enquiries on billing (including incorrect billing) should be directed to the customer support department of the Supplier.
  1. Duration and termination
  1. Subject to earlier termination as provided under Clause 8.2, this Agreement is for the Initial Term and shall be automatically renewed for additional periods of the same duration.
  1. Either Party may terminate this Agreement by giving not less than one (1) month of notice in writing. Upon a material breach of the terms and conditions of this Agreement, the Party not in breach has the right to terminate this Agreement with immediate effect.
  1. All clauses of this Agreement which by their nature should survive termination of this Agreement, including, without limitation, accrued rights to payment, non-disclosure obligations, warranty disclaimers, limitations of liability and indemnification provision shall survive termination.
  1. Warranty and Disclaimer
  1. Each Party warrants that:
  1. it has full power and authority to enter into, exercise its rights and perform and comply with its obligations under this Agreement; and
  2. its obligations under this Agreement are valid, binding and enforceable in accordance with their terms.
  1. The Client warrants that:
  1. If corporation, it is duly incorporated or formed and, the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction, and has the power to own its assets and carry on its business as it is being conducted;
  2. if it is not a natural person, the execution and delivery of this Agreement by it and its admissibility in evidence in Hong Kong have been duly authorized by all necessary corporate or other entity action and are in full force and effect;
  3. the execution and delivery of this Contract by it and its admissibility in evidence in Hong Kong have been duly authorized by all necessary corporate or other entity action and are in full force and effect;
  4. its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement, do not and will not violate, or exceed any power or restriction granted or imposed by any law, regulation, constitutional documents, authorisation, any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument, authorisation, directive or order whether or not having the force of law to which it is subject;
  5. it is an accredited, professional and/or qualified investor (as defined in its home jurisdiction) and in using this site, it represents and warrants that it is an accredited, professional and/or qualified investor (as defined in its home jurisdiction) and will use this site for its own purposes only and not on behalf of any other parties.
  6. The Client acknowledges and agree that HedgeVista and any of its associated services (Service) may not be used to invest, purchase, assume, distribute, offer or sell any security or financial instrument or to carry out any financial service. Without limiting the foregoing, nothing on HedgeVista Platform or delivered through its Services (Service) is intended to be, nor should it be construed or used as, financial, legal, tax or investment advice, an opinion of the appropriateness or suitability of any investment, or an offer, or the solicitation of any offer, to buy or sell any security;
  7. The Client hereby agrees not to transmit or otherwise make available (on the HedgeVista Platform or through other Service ) any advertising or marketing materials unless such materials are in compliance with all applicable laws and regulations to which you, or any financial product managed by Customer, is subject. In addition, it is Client’s responsibility to observe all applicable securities laws and financial regulations of any relevant jurisdictions

Any direct or indirect liability, damages or loss caused by a violation of the paragraphs above shall be subject to the terms of the waiver of liability and indemnification as set forth herein

  1. The Supplier warrants that it will use reasonable efforts that are consistent with prevailing industry standards in providing the Services.
  1. The Supplier offers no express or implied warranty as to:
  1. the Service satisfying Client’s individual requirements;
  2. Client’s equipment, software, and communication connections being compatible with the hardware and Software used to provide the Service;
  3. Supplier’s ability to prevent third party disruptions of and to the operation of the Services;
  4. detection and/or correction of errors in the Platform or elsewhere in the Software;
  5. detection of every or any bug in the Platform or elsewhere in the Software.
  6. the Services and/or the Software not being uninterrupted, secure or error free, nor does Supplier make any warranty as to the results that may be obtained from use of the Services. The Services and the Software are provided on an “as is” basis and the Supplier disclaims all warranties, express or implied, including any implied warranties of merchantability or fitness for any particular purpose and non-infringement.
  1. The Supplier will use commercially reasonable efforts to respond to any problems about the Services detected by the Supplier and/or reported by the Client in accordance with the SLA. The Supplier, however, does not guarantee that all problems can be fixed within any specific timeframe.
  2. The Supplier further disclaims any, and shall have no, liability resulting from or related to any:
  1. disruption of Client connections to the internet or communication failures or delays;
  2. loss to or corruption of any of Client Data or records, whether stored on the Platform or not, or caused by lack of back-up;
  3. security breaches resulting in part or in whole from third-party software or networking goods or services;
  4. Acts, omissions, failures, defaults, negligence or wrongdoing by third party suppliers on which the Supplier or the Service rely;
  5. use of the Services that is not in strict compliance with this Agreement or the Terms and Conditions or the Software documentation.
  1. With respect to any Software or information that Supplier provides Client in connection with its use of the Platform or other formats:
  1. except as a result of the Supplier’s negligence, Supplier shall not be responsible or liable if any the Software or information is inaccurate or incomplete in any respect;
  2. except as a result of the Supplier’s negligence, it shall not be responsible or liable for any actions that Client takes or does not take in relation to the Software or information;
  3. Client will use the Software or information solely in accordance and for the purposes set forth in this Agreement and the Terms and Conditions; and
  4. Client will use the Software or information solely in compliance with any applicable laws and regulations.
  1. Non-Reliance on Supplier
  1. The Client expressly acknowledges that neither Supplier nor any of its employees, agents, parent company, subsidiaries, attorneys-in-fact or affiliates have made any representations or warranties to it otherwise than as expressly contained herein and that no act by Supplier hereinafter taken shall be deemed to constitute any representation or warranty by Supplier to the Client. The Client represents to Supplier that it has, independently and without reliance upon Supplier and based on such documents and information as it has deemed appropriate, made its own diligent and proper appraisal or an investigation into the opportunities presented by the Funds, and made its own decision to enter into the arrangements to which it is a party. The Client also represents that it will, independently and without reliance upon Supplier and based on such documents and information as it solely shall deem appropriate at the time, continue to make its own analyses, appraisals and decisions in taking or not taking action in connection with the opportunities presented by the Funds, and to make such further investigation as it deems necessary to inform itself as to such opportunities.
  2. The Customer assumes the sole responsibility and risk of their decisions regarding funds and the diligence and obligations related thereto. While HedgeVista provides Client access to information about funds, HedgeVista is not responsible for it and makes no representations as to the accuracy, timeliness or completeness of any information provided
  3. The Client shall be responsible for keeping itself informed of: (i) the financial performance of all Hedge Funds that it chooses to invest in; (ii) the financial condition of all Hedge Funds that it chooses to invest in and (iii) all other circumstances bearing upon the risk of investing in the Hedge Funds.
  1. Limitation of liability
  1. Neither Supplier nor any of its employees, agents, officers, directors, investors, shareholders, administrators, affiliates, divisions, parent company, subsidiaries, predecessor and successor entities, assigns or other representatives (including those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) shall have any liability to the Client for any action taken or omitted to be taken by in connection herewith except to the extent caused by the Indemnitees’ own gross negligence, willful misconduct or fraud.
  2. Beyond the exercise of reasonable care and as otherwise specifically set forth herein, Supplier shall not be responsible for action or actions, including filing or recording any documents or instruments with the Client or any governmental authority at any time or times.
  3. To the fullest extent permitted by law, the Supplier and its parent or holding company(ies), subsidiaries, affiliates, successor entities and assigns, directors, officers, employees, agents, representatives, partners, licensors, and suppliers (including all equipment and technology suppliers) (collectively the “Supplier Entities”) are excluded from liability or responsibility for:
  1. any error or interruption of use or for any inaccuracy or corruption of data, nor any cost of procurement of substitute goods, services, or technology;
  1. any indirect, special, incidental, punitive, exemplary, or consequential losses or damages;
  1. any loss of profit, business, or data; or
  1. any matters beyond the reasonable control of the Supplier.
  1. The Supplier Entities’ liabilities in connection with or arising out of the provision of the Services are limited to the fees (if any) the Client has paid to the Supplier for the Services in the twelve (12) months prior to the act that gave rise to such liabilities whether or not the Supplier has been advised of the possibility of such damages.
  1. Indemnities
  1. The Client will indemnify the Supplier against any losses, damages, expenses, or liabilities (including legal fees) in connection with any claim or action that arises from any use of the Services by the Client in breach of this Agreement.
  2. The Client shall indemnify Supplier and its agents, officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, parent company, subsidiaries, predecessor and successor entities, and assigns, within [ten (10)] Business Days of Supplier’s request to do so, against any claim, set-off, counter-claim, action, expense, cost, loss, demand or liability whatsoever, including without limitation costs and legal expenses, incurred by Supplier (acting reasonably) as a result of, arising out of, or in connection with:
  1. this Agreement;
  2. the occurrence of any Event of Default and investigating any event which it reasonably believes is an Event of Default;
  3. the information produced by the Client or the Customer being or being alleged to be misleading or deceptive in any material respect;
  4. any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Client or the Customer or with respect to this Agreement;
  5. instructing lawyers, accountants, tax advisors, surveyors or other professional advisers or experts as permitted under or in connection with this Agreement; or
  6. the exercise of any of the rights, powers, discretions and remedies vested in Supplier by this Agreement or by law.
  1. The Client acknowledges that neither HedgeVista, nor anyone acting on its behalf or its Affiliates, is representing anyone else involved in Service providing and is not providing investment, financial or business advice or sponsoring, endorsing or recommending any business venture or investment opportunity that may be discussed or offer that may be made while providing service.
  2. All reasonable endeavors will be made to hold each Conference and to present its program as scheduled. However, organisers including HedgeVista cannot be held responsible by any person or entity as a result of a cancellation of a Conference or programs planned connected to it, or for any injury, damage or inconvenience which may be suffered by any person during the Conference. HedgeVista reserves the right to make changes to the timing and content of any Conference. HedgeVista will not be responsible for assisting the participants in obtaining any necessary software or tools required to attend the Conference

  1. Non-Disclosure
  1. The Parties to this Agreement agree and undertake that any contents of this Agreement shall not be disclosed in whole or in part unless required to do so by law or except with the express written consent of Supplier.
  1. Waiver
  1. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  1. Severance
  1. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
  1. If any provision of this Agreement is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  1. Notices
  1. All notices required or permitted by this Agreement shall be in writing and in the English language and shall be sent to the recipient by hand, by courier, by registered post, by fax, or by email at its address set out above (or such other address as notified by the recipient to other parties from time to time), or as otherwise directed by the recipient by notice given in accordance with this clause.
  1. Notices shall be deemed to have been duly given and received:
  1. if delivered by hand or sent by courier, notice will be deemed given on the date of receipt;
  1. if sent by registered post to an address in the same country, on the second (2nd) Business Day after posting; or if sent to an address not in the same country, on the fifth (5th) Business Day after posting;
  1. if sent by fax, upon issue of a report confirming successful transmission to the sender; or
  1. if sent by email, one (1) hour after the email is sent (unless a return email is received by the sender within that period stating that the addressee's email address is wrong or that the message cannot be delivered).
  1. Entire agreement
  1. This Agreement [together with the Terms and Conditions] constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
  2. In the event of an inconsistency between this Agreement and Terms and Conditions, this Agreement shall prevail.
  1. Variation
  1. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
  1. Remedies
  1. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.
  2. No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any partial, single or more of such rights or remedies by any of the Parties hereto shall not constitute a waiver by such Party of the right to pursue any other available remedies. Further, no failure to exercise, nor any delay in exercising, on the part of the Parties any right or remedy under this Agreement shall operate as a waiver of any such right or remedy under this Agreement.
  1. Counterparts
  1. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
  1. Right of third parties
  1. This Agreement is personal to the parties. The provisions of the Contracts (Rights of Third Parties) Ordinance (Cap 623) do not apply to this Agreement. No person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or form part of a class of persons so named, referred to, or identified in this Agreement) shall have any right under the Contracts (Rights of Third Parties) Ordinance to enforce this Agreement or to enjoy the benefit of any term of this Agreement.
  1. Governing law and Jurisdiction
  1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
  2. The Parties hereto irrevocably submit to the non-exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region in any matter or dispute arising under or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement).

  1. Agreement and Execution

HedgeVista Contracts with the Customer to provide its services.

The Contract will be valid through the Term and the Contract will automatically renew, unless the Customer notifies HedgeVista within 7 days before the end of the previous term. HedgeVista may include a fee increase, subject to a notice to Customer 15 days in advance of the expiration of any term.

To signify your acceptance of this proposal, please complete and sign in the spaces below and return this authorization Contract.



SCHEDULE 1 - Service Level Agreement

  1. Service uptime commitment

For the purpose of measuring the quality of service that the Supplier delivers, the Supplier is committed to the following:

  1. the Supplier will provide access to the Software on a twenty-four hours a day, seven days a week (24 x 7) basis
  2. The Client may initiate a help request by writing to customer support and will be addressed in reasonable time