1. ACCEPTANCE OF TERMS

HedgeData provides its clients with a convenient resource for investment managers to provide their performance data to a central collection point, which data is in turn either assembled into a tear sheet format ("Tear Sheet Preparation"), forwarded to multiple hedge fund data reporting services ("Submission to Data Reporters"), or both (collectively referred to hereafter as "the Service") subject to the following Terms of Use ("Terms"). By using the Service in any way, you are agreeing to comply with the Terms. In addition, when using particular HedgeData services, you agree to abide by any applicable posted guidelines for all HedgeData services, which may change from time to time. Should you object to any term or condition of the Terms, any guidelines, or any subsequent modifications thereto or become dissatisfied with HedgeData in any way, your only recourse is to immediately discontinue use of HedgeData. HedgeData has the right, but is not obligated, to strictly enforce the Terms through all available means, including, without limitation, litigation and prosecution.

2. COST OF SERVICES AND TERM OF AGREEMENT

From and after the date that you agree to these Terms and continuing until these Terms are terminated pursuant to Section 11 below, you shall pay to HedgeData, on or before the fifth (5th) day of each calendar month, the amount set forth below of the Service you have selected to receive:

1. Tear Sheet Preparation - $
2. Submission to Data Reporter - $
3. Both (a) and (b) above - $

3. CONTENT

You understand that any and all data, text, files, information or other materials ("Content") posted on or transmitted through the Service, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual item of Content that you post, email or otherwise make available via the Service. You further understand that HedgeData does not control, and is not responsible for Content made available through the Service. Furthermore, if you have elected for the provisions of such Service, the HedgeData site and Content available through the Service will be distributed to multiple hedge fund data reporting services (each a "Data Reporter"), which are completely independent of HedgeData. HedgeData makes no representation or warranty as to the accuracy, completeness or authenticity of the information reported to or by any such Data Reporter. You agree and agree that you consent to, and bear all risks associated with, the use of any Content, that others (including, but not limited to HedgeData and each of the Data Reporters) may rely on said Content, and that under no circumstances will HedgeData be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that HedgeData does not pre-screen or approve Content, but that HedgeData shall have the right (but not the obligation) in its sole discretion to refuse any Content that is available via the Service, for violating the letter or spirit of the Terms or for any other reason.

4. DATA REPORTERS - LIMITED LICENSE & INDEMNIFICATION

If you have elected for the provisions of such Service, the Content you make available to HedgeData and the HedgeData site will be periodically provided by HedgeData to various Data Reporters, and HedgeData will take any and all actions necessary on your behalf to cause such Content to be included in the Data Reporters’ databases, websites and publications. You hereby grant to HedgeData a worldwide, perpetual, irrevocable and royalty-free license to use, reproduce, adapt, transmit, translate, modify, upload, copy, publish, distribute and display the Content provided, posted, uploaded and transmitted to HedgeData, for use solely in connection with the Service. By posting or transmitting Content to HedgeData on the HedgeData website or by use of any other means, you represent and warrant that you are the sole owner of such Content or have all rights necessary to use such Content in connection with the Service.

HedgeData anticipates distributing the Content to Multiple Data Reporters. If received in writing at least thirty (30) days prior to the applicable submission deadline, you may request that HedgeData refrain from submitting your Content to any particular Data Reporter. Notwithstanding the foregoing, the list of Data Reporters to whom HedgeData will distribute your Content is subject to change from time to time at the sole discretion of HedgeData.

You agree that HedgeData shall not be responsible or liable for any loss or damage of any sort incurred as the result of any Service. If there is a dispute between you and any Data Reporter, you understand and agree that, while HedgeData may, in its sole discretion, attempt to assist you in such dispute, HedgeData is under no obligation to become involved. In the event that you have a dispute with one or more Data Reporters, you hereby release HedgeData, its officers, employees, managers, directors, members, agents, affiliates and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

5. INTELLECTUAL PROPERTY RIGHTS

HedgeData, its logos and other trademarks, copyrights, patents and all other intellectual property rights ("Intellectual Property") included or displayed on the HedgeData website that identify HedgeData services and products are owned by HedgeData. The use of such Intellectual Property without the express written consent of HedgeData is strictly prohibited. Copyright in the pages and in the screens of the HedgeData website, the design, layout and compilation of the HedgeData website, and all Content therein (other than Content provided by you), is proprietary material owned by HedgeData unless otherwise indicated. The unauthorized use or misappropriation of any information or Intellectual Property on the HedgeData website may violate numerous laws, including, but not limited to, copyright, trademark, trade secret or patent laws.

The HedgeData website, all information, services and any necessary software used in connection with the Service or the software available for download on the HedgeData website ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws and, as between you and us, we own all right, title and interest in and to the HedgeData website, the Service, the Content (other than Content provided by you) and the Software. All design rights, databases and compilation and other intellectual property rights associated with the HedgeData website, in each case whether registered or unregistered, and related goodwill are proprietary to HedgeData. You acknowledge and agree that use of all Software downloaded or otherwise accessed from the HedgeData website is subject to the license agreements that are displayed or referenced when you access such Software.

You may not sell, distribute or commercially exploit the database located on or the results of any database search performed on the HedgeData website. You may make a limited number of hard copies of any search output that does not contain a significant segment of a database, for your personal or internal business use only.

Nothing under this Agreement grants you any rights to the HedgeData website, Service, Content (other than the Content you provided), Software or Intellectual Property, including intellectual or proprietary rights, and all such rights are reserved by HedgeData.

6. PRIVACY AND INFORMATION DISCLOSURE

HedgeData has established a Privacy Policy to explain to users how their information is collected and used, which is located at the following web address: Privacy Policy

Your use of the HedgeData website or the Service signifies acknowledgement of and agreement to our Privacy Policy. You further acknowledge and agree that HedgeData may, in its sole discretion, preserve or disclose your Content, as well as your information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce the Terms; respond to claims that any Content violates the rights of third-parties; respond to claims that contact information (e.g. phone number, street address) of a third-party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of HedgeData, its users or the general public.

7. CONDUCT

You agree not to post, email, or otherwise make available Content:

1. that impersonates any person or entity, including, but not limited to, a HedgeData employee, or falsely states or otherwise misrepresents your affiliation with a person or entity;
2. that includes personal or identifying information about another person without that person's explicit consent;
3. that is false, deceptive, misleading, deceitful or misinformative;
4. that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
5. that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
6. that attempts to gain unauthorized access to HedgeData's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the HedgeData website; or

8. NO PROFESSIONAL ADVICE

HedgeData is not a Broker/Dealer or a registered investment advisor under United States federal securities laws or the securities laws of any other jurisdiction, and does not advise individuals as to the advisability of investing in, purchasing or selling securities or other financial products or the suitability of any investment manager. Nothing in the HedgeData website, nor shall any action taken by HedgeData in connection with providing the Service, constitute an offer or solicitation to buy or sell any securities. All Content on the HedgeData website has been prepared for informational purposes only and do not constitute legal, financial, accounting, investment, tax or other professional advice, and you should consult with a financial advisor and legal and tax professionals to assist in conducting due diligence as may be appropriate prior to making any investment decision or hiring any investment manager. HedgeData shall not have any liability for any reliance on, interpretation or analysis of, or investment decisions, action or inaction based upon information obtained from the Content provided on the Site.

9. LIMITATIONS ON SERVICE

You acknowledge that HedgeData may establish limits concerning use of the Service, including without limitation, the maximum number of days that Content will be retained by the Service, the frequency with which the Content will be submitted to the Data Reporters, and the frequency with which you may access the Service. You agree that HedgeData has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted in connection with the Service. You acknowledge that HedgeData reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that HedgeData shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Additionally, you acknowledge and agree that HedgeData shall have no responsibility for the completion of the Service with respect to any Content that is not timely received by HedgeData.

10. ACCESS TO THE SERVICE

HedgeData grants you a limited, revocable, nonexclusive license to access the HedgeData website for your own personal use. This license does not include: (a) access to the HedgeData website by any third party on your behalf; or (b) any collection, aggregation, copying, duplication, display or derivative use of the Content for any purpose unless expressly permitted by HedgeData.

Use of the HedgeData website beyond the scope of authorized access granted to you by HedgeData immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a license from HedgeData.

11. TERMINATION OF SERVICE

You agree that HedgeData, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the HedgeData website or the Service (or any part thereof), or terminate these Terms, immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if HedgeData believes that you have acted inconsistently with the letter or spirit of the Terms. Upon providing HedgeData with thirty (30) days prior written notice of your intention to do so, you may terminate these Terms for any reason whatsoever. Further, you agree that HedgeData shall not be liable to you or any third-party for any termination of your access to the HedgeData website or the Service. Further, you agree not to attempt to use the HedgeData website or the Service after said termination. Sections 4, 5, 6 and 9-16 shall survive termination of the Terms.

12. DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE HEDGEDATA SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE HEDGEDATA SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND FREEDOM FROM COMPUTER VIRUS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, HEDGEDATA DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE HEDGEDATA SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, HEDGEDATA DISCLAIMS ANY WARRANTIES ON THE ACCURACY, RELIABILITY, CURRENCY, ADEQUACY OR COMPLETENESS OF CONTENT AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT AND THE SERVICES OR PRODUCTS PRODUCED OR PROVIDED BY ANY DATA REPORTERS THAT RECEIVES CONTENT FROM HEDGEDATA. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

13. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL HEDGEDATA OR ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS OR MEMBERS BE LIABLE FOR DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS (WHETHER BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY) IRRESPECTIVE OF WHETHER HEDGEDATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS PRODUCED OR PROVIDED BY ANY DATA REPORTER. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. HEDGEDATA'S MAXIMUM LIABILITY TO YOU WITH RESPECT TO ALL CLAIMS, ACTIONS OR DAMAGES ARISING UNDER OR RELATING TO THESE TERMS SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.

14. INDEMNITY

You agree to indemnify and hold HedgeData, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, members, managers, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of the Terms, your breach of any of the representations and warranties herein, or your violation of any rights of another.

NO JOINT VENTURE, PARTNERSHIP, MEMBER, EMPLOYMENT OR AGENCY RELATIONSHIP EXISTS BETWEEN HEDGEDATA AND YOU AS A RESULT OF AGREEING TO THESE TERMS OF USE AND UTILIZATION OF THE SITE.

15. GENERAL INFORMATION,

The Terms constitute the entire agreement between you and HedgeData and govern your use of the HedgeData website and the Service, superceding any prior agreements between you and HedgeData. The Terms and the relationship between you and HedgeData shall be governed by the laws of the State of Georgia without regard to its conflict of law provisions. You and HedgeData agree to submit to the personal and exclusive jurisdiction of the courts located within Atlanta, Georgia. The failure of HedgeData to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.

HedgeData may assign or delegate its duties under this Agreement either in whole or in part, at any time, at its sole discretion, and without your consent. You may not assign or otherwise transfer the Terms or any of your rights or obligations hereunder without the prior written consent of HedgeData.

16. MODIFICATIONS TO THIS AGREEMENT

We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such modifications will be sent to you at the electronic mail used when you subscribed for the Service (or such other electronic address as you provide from time to time) and shall become effective immediately upon your receipt thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes.