Terms of Use
The following terms and conditions (collectively, the "Terms") govern your use of the web sites
HedgeOp.com and ComplianceAvenue.com and any content made available from or through the web sites,
including any subdomains (these are referred to in this document collectively as the "Web Site").
The Web Site is made available by HedgeOp Compliance, LLC (“HedgeOp” or "we" or "us"). We may change
these Terms from time to time, at any time without notice to you, by posting such changes on the Web Site.
BY USING THE WEB SITE, YOU ACCEPT AND AGREE TO THESE TERMS, AS THEY MAY FROM TIME TO TIME BE REVISED, AS
APPLIED TO YOUR USE OF THE WEB SITE. If you do not agree to these Terms, you may not access or otherwise
use the Web Site.
Proprietary Rights
As between you and HedgeOp, HedgeOp owns, solely and exclusively, all rights, title and interest in and
to the Web Site, and rights in all the content (including, for example, audio, photographs, illustrations,
graphics, other visuals, video, copy, text, software, titles, Flash files, etc.), code, data and materials
thereon (collectively, the “Content”), the look and feel, design and organization of the Web Site, and the
compilation of the Content, including any copyrights, trademark rights, patent rights, database rights,
moral rights, and other intellectual property and proprietary rights therein. Your use of the Web Site
does not grant to you ownership of any Content you may access on or through the Web Site.
Limited License
HedgeOp grants you a single, non-exclusive, non-transferable and limited personal license to access
and use the Web Site. This license is conditioned on your continued compliance with the terms and
conditions of these Terms. You may access and view the Content available on the Web Site on your
computer or other device. You may share Content available on the Web Site in the manner provided by
the share links on the Web Site.
Prohibited Use
Any commercial or promotional distribution, publishing or exploitation of the Web Site, or its Content,
is strictly prohibited unless you have received the express prior written permission from authorized
personnel of HedgeOp or the otherwise applicable rights holder. Other than as permitted by the Limited
License granted herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit,
modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any Content
available on the Web Site.
Trademarks
The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Web
Site or on Content available on the Web Site or through services provided on the Web Site are registered
and unregistered trademarks of HedgeOp and others and may not be used in connection with products and/or
services that are not related to, associated with, or sponsored by their rights holders, or in any manner
that disparages or discredits their rights holders. All Trademarks not owned by HedgeOp that appear on the
Web Site, in Content available on the Web Site, or through the Web Site's services, if any, are the property
of their respective owners. Nothing contained on the Web Site should be construed as granting, by implication,
estoppel, or otherwise, any license or right to use any Trademark displayed on the Web Site or in Content
available on the Web Site, without the express prior written permission of HedgeOp or the applicable third
party rights holder. Your misuse of the Trademarks displayed on the Web Site or on or through any of the
Web Site's services is strictly prohibited.
User Information
In the course of your use of the Web Site and/or the services made available on or through the Web Site,
you may be asked to provide certain personalized information to us ("User Information"). HedgeOp's information
collection and use policies with respect to the privacy of User Information are set forth in the Web Site's
Privacy Policy which is incorporated herein by reference.
You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.
You acknowledge and agree that we may disclose and transfer User Information to (i) our affiliates, agents,
strategic partners, or information providers; (ii) to any other person or entity with your consent; or (iii)
if we have a right or duty to disclose or are permitted or compelled to so disclose such information by law.
You consent to the transmission, transfer or processing of User Information to, or through, any country in
the world, as we deem necessary or appropriate, and by using and providing information through the Web Site
you agree to such transfers.
Use of the Web Site may be monitored, tracked and recorded. By using this Web Site you expressly consent
to such monitoring, tracking and recording.
Submitted Materials
We do not solicit nor do we wish to receive any confidential, secret or proprietary information or other
material from you through the Web Site, by e-mail, blog comments, or in any other way. Any information,
creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or
other materials submitted or sent to us (including, for example, that which you submit or post to our
blogs or send to us via e-mail) ("Submitted Materials") will be deemed to be not confidential or secret,
and may be used by us in any manner consistent with these Terms and our Privacy Policy. By submitting or
sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original
to you, that no other party has any rights thereto, and (ii) you grant us a royalty-free, unrestricted,
worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right
and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from,
distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part)
in any form, media, or technology now known or later developed, including for promotional and/or
commercial purposes. We cannot be responsible for maintaining any Submitted Materials that you provide
to us, and we may delete or destroy any such Submitted Materials at any time.
Prohibited User Conduct
You warrant and agree that, while using the Web Site and the various services available on or through the
Web Site, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any
other person or entity; (b) insert your own or a third party's advertising, branding or other promotional
content into any Web Site Content (for example, in an RSS feed received from HedgeOp or otherwise through
the Web Site), or use, redistribute, republish or exploit Content for any further commercial or promotional
purposes; or (c) attempt to gain unauthorized access to computer systems through the Web Site. You shall
not: (i) engage in spidering, "screen scraping," "database scraping," report mining, harvesting of e-mail
addresses, wireless addresses or other contact or personal information, or any other automatic means of
obtaining lists of users or other information from or through the Web Site or the services available on
or through the Web Site, including any information residing on any server or database connected to the
Web Site or the services offered on or through the Web Site; (ii) obtain or attempt to obtain unauthorized
access to computer systems, materials or information through any means; (iii) use the Web Site or the
services made available on or through the Web Site in any manner with the intent to interrupt, damage,
disable, overburden, or impair the Web Site or such services, including sending mass unsolicited messages
or "flooding" servers with requests; (iv) use the Web Site or the Web Site's services in violation of
HedgeOp's or any third party's intellectual property or other proprietary or legal rights; or (v) use
the Web Site or the Web Site's services in violation of any applicable law or these Terms. You further
agree that you shall not attempt (or encourage or support anyone else's attempt) to circumvent, reverse
engineer, decrypt, or otherwise alter or interfere with the Web Site or the Web Site's services or Content,
or make any unauthorized use thereof. You agree that you shall not use the Web Site in any manner that
could damage, disable, overburden, or impair the Web Site or interfere with any other party's use and
enjoyment of the Web Site or any of its services. You shall not obtain or attempt to obtain any Content
through any means not intentionally made publicly available or provided for through the Web Site.
Public Forums
HedgeOp may, from time to time, make messaging services, chat services, bulletin boards, message boards,
blogs, other forums and other such services available on or through the Web Site. In addition to any
other rules or regulations that we may post in connection with a particular service, you agree that you
shall not upload, post, transmit, distribute or otherwise publish through the Web Site or any service or
feature made available on or through the Web Site, any Submitted Materials that (i) restrict or inhibit
any other user from using and enjoying the Web Site or the Web Site's services, (ii) are fraudulent,
unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic,
profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a
criminal offense, give rise to civil liability or otherwise violate any local, state, national or international
law, (iv) violate, plagiarize or infringe the intellectual property or other proprietary or legal rights of
third parties, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links,
advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading
indications of origin, endorsement or statements of fact. You further agree not to impersonate any other
person or entity, whether actual or fictitious, including anyone from HedgeOp. You also may not offer to
buy or sell any product or service on or through your comments submitted to any public forums. You alone
are responsible for the content and consequences of any of your activities.
Right to Monitor and Editorial Control
HedgeOp reserves the right, but does not have an obligation, to monitor and/or review all Submitted Materials
posted to the Web Site or through the Web Site's services by users, and HedgeOp is not responsible for any
such materials posted by users. However, HedgeOp reserves the right at all times to disclose any information
as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove
any information or materials, in whole or in part, that, in HedgeOp's sole discretion, are objectionable or
in violation of these Terms, HedgeOp's policies or applicable law. We may also impose limits on certain
features of the forums or restrict your access to part or all of the forums without notice or penalty if
we believe you are in breach of the guidelines set forth in this paragraph, other provisions of these Terms
or applicable law, or for any other reason without notice or liability.
Private or Sensitive Information on Public Forums
It is important to remember that comments submitted to a forum may be recorded and stored in multiple places,
both on the Web Site and elsewhere on the Internet, that are likely to be accessible for a long time. You
have no control over who will read them eventually. It is therefore important to be careful and selective
about the personal information that you disclose about yourself and others, and in particular, you should
not disclose sensitive, embarrassing, proprietary or confidential information in your comments to our public
forums.
Linking to the Web Site
You agree that if you include a link from any other web site to the Web Site, such link shall open in a
new browser window and shall link to the full version of an HTML formatted page of this Web Site. You are
not permitted to link directly to any image hosted on the Web Site or our services, such as using an "in-line"
linking method to cause the image hosted by us to be displayed on another web site. You agree not to download
or use images hosted on this Web Site on another web site, for any purpose, including posting such images on
another site. You agree not to link from any other web site to this Web Site in any manner such that the Web
Site, or any page of the Web Site, is "framed," surrounded or obfuscated by any third party content, materials
or branding. We reserve all of our rights under law to insist that any link to the Web Site be discontinued,
and to revoke your right to link to the Web Site from any other web site at any time upon written notice to you.
Indemnification
You agree to defend, indemnify and hold HedgeOp and HedgeOp's managers, directors, officers, members, employees,
agents, and content and service providers harmless from any and all claims, liabilities, costs and expenses,
including attorneys' fees, arising in any way from your use of the Web Site, your placement or transmission
of any message, content, information, software or other materials through the Web Site, or your breach or
violation of the law or of these Terms. HedgeOp reserves the right, at its own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to
cooperate with HedgeOp's defense of such claim.
Orders for Products and Services
We may make certain products and services available to visitors and registrants of the Web Site. If you order
any products or services, you hereby represent and warrant that you are 18 years old or older. You agree to
pay in full the prices for any purchases you make either by credit/debit card concurrent with your online
order or by other payment means acceptable to HedgeOp. You agree to pay all applicable taxes. If payment is
not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due
upon demand by us. Certain products that you purchase and/or download on or through the Web Site may be
subject to additional terms presented to you at the time of such purchase or download.
Third Party Web Sites
You may be able to link from the Web Site to third party web sites and third party web sites may link to the
Web Site ("Linked Sites"). You acknowledge and agree that we have no responsibility for the information, data,
content, products, services, advertising, code or other materials that may or may not be provided by or
through Linked Sites, even if they are owned or run by affiliates or strategic partners of ours. Links to
Linked Sites do not constitute an endorsement or sponsorship by us of such web sites or the information,
data, content, products, services, advertising, code or other materials presented on or through such web
sites. The inclusion of any link to such sites on the Web Site does not imply HedgeOp's endorsement,
sponsorship, or recommendation of that site. HedgeOp disclaims any liability for links (1) from another
web site to this Web Site and (2) to another web site from this Web Site. HedgeOp cannot guarantee the
standards of any web site to which links are provided on this Web Site nor shall HedgeOp be held responsible
for the contents of such sites, or any subsequent links on and from such sites. HedgeOp does not represent
or warrant that the contents of any third party web site are accurate, compliant with state or federal law,
or compliant with copyright or other intellectual property laws. Any reliance on the contents of a third
party web site is done at your own risk and you assume all responsibilities and consequences resulting from
such reliance.
Copyright Agent
We respect the intellectual property rights of others, and require that the people who use the Web Site, or
the services made available on or through the Web Site, do the same. If you believe that your work has been
copied in a way that constitutes copyright infringement, please forward the following information to HedgeOp's
Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2),
named below:
- Your address, telephone number, and email address;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the alleged infringing material is located;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright
owner, its agent, or the law;
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright
interest; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate
and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
Copyright Agent:
Alan Binder
CFO
HedgeOp Compliance, LLC
3 Park Avenue
14th Floor
New York, NY 10016
Voice: 212.515.206
Fax: 212.515.2820
DISCLAIMER
HedgeOp is a provider of operational and compliance support for Hedge Fund Managers and does not provide legal
advice or opinions to any party or client.
THE WEB SITE, INCLUDING ALL SERVICES, CONTENT, DATA AND MATERIALS PROVIDED THROUGH THE WEB SITE, ARE PROVIDED
"AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY FOR
INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE
AVAILABILITY, PLAYABILITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS,
USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE
DO NOT WARRANT THAT THE WEB SITE OR THE SERVICES, CONTENT, DATA OR MATERIALS PROVIDED THROUGH THE WEB SITE
WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY
THAT THE WEB SITE OR THE SERVICES, CONTENT, DATA OR MATERIALS PROVIDED THROUGH THE WEB SITE WILL MEET USERS'
REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH
THE WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. HEDGEOP ALSO ASSUMES NO RESPONSIBILITY, AND
SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS
TO, USE OF, OR BROWSING IN THE WEB SITE OR YOUR DOWNLOADING OF ANY CONTENT, DATA OR MATERIALS FROM THE WEB SITE.
IF YOU ARE DISSATISFIED WITH THE WEB SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE WEB SITE.
WE TRY TO ENSURE THAT THE INFORMATION WE POST ON THE WEB SITE IS CORRECT AND UP-TO-DATE. WE RESERVE THE
RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE WEB SITE AT ANY TIME AND WITHOUT
ANY PRIOR WARNING. HEDGEOP NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION,
ADVICE OR STATEMENT CONTAINED IN SUBMITTED MATERIALS, NOR FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE, INDECENT ,
UNLAWFUL OR INFRINGING MATERIAL CONTAINED IN SUBMITTED MATERIALS. IT IS YOUR RESPONSIBILITY TO EVALUATE THE
ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE ON THE WEB
SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION,
OPINION, ADVICE OR OTHER CONTENT, INCLUDING FINANCIAL, LEGAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE
OR OTHER CONTENT.
WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, HEDGEOP AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO
WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE WEB SITE, AND
HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES
LITERATURE, FREQUENTLY-ASKED-QUESTIONS DOCUMENTS AND OTHERWISE ON THE WEB SITE OR IN CORRESPONDENCE WITH HEDGEOP
OR ITS AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE WEB SITE ARE PROVIDED BY US "AS IS," EXCEPT
TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING
BETWEEN YOU AND US OR OUR LICENSOR OR SUPPLIER.
LIMITATION OF LIABILITY
IN NO EVENT, INCLUDING NEGLIGENCE, SHALL HEDGEOP, OR ANY OF ITS MANAGERS, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES,
AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED
TO, THE USE OF, OR THE INABILITY TO USE, THE WEB SITE OR THE CONTENT, DATA, OR MATERIALS RELATED THERETO, YOUR
PROVISION OF SUBMITTED MATERIALS TO THE WEB SITE, OR LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION
OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN
USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED,
EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON OR ENTITY ON OR THROUGH THE WEB SITE. IN NO EVENT
SHALL THE TOTAL LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION
(WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR
YOUR USE OF THE WEB SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO HEDGEOP FOR YOUR USE OF
THE WEB SITE OR PURCHASE OF PRODUCTS OR SERVICES VIA THE WEB SITE.
Applicable Laws, Jurisdiction and Venue
We control and operate the Web Site from our offices in the United States of America. We do not represent that
Content on the Web Site is appropriate or available for use in other locations. Persons who choose to access
the Web Site from other locations do so on their own initiative, and are responsible for compliance with
local laws, if and to the extent local laws are applicable.
The Terms, and the relationship between you and us, shall be governed by the laws of the State of
New York, United States of America, without regard to conflicts of laws provisions.
You agree that any action at law or in equity (other than one in which preliminary or interim
injunctive relief is sought) arising out of or relating to these Terms or the Web Site shall be
settled by arbitration to be held in New York, New York, administered by the American Arbitration
Association (the “AAA”) in accordance with its Commercial Arbitration Rules, except as provided
herein, and judgment on the award rendered by the arbitrator may be entered in any court having
jurisdiction thereover. However, nothing herein shall in any way limit your or our statutory rights
and/or remedies, all of which are reserved and may be alleged in the arbitration process. At the
conclusion of the arbitration, such arbitrator shall render a “reasoned” written decision, including
the arbitrator’s findings and the facts and law upon which the award is based. Consistent with the
expedited nature of arbitration, you and we will, upon the written request of the other, promptly
provide the other with copies of documents relevant to the issues raised by any claim or counterclaim.
Both you and we shall have the right to serve subpoenas upon third parties for the production of documents.
Both you and we shall have the right to take depositions of parties and non-parties. Any dispute
regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator,
which determination shall be conclusive. You and we shall each bear your and our own costs and
expenses of arbitration. All forum fees and expenses, including the arbitrators’ fees, shall be
shared equally by you and us, and shall not be assessed against either you or us as part of an award.
In the event, and solely in such event, that arbitration of a dispute hereunder is prohibited by
law, you agree that the action shall be filed, and that venue properly lies, exclusively in the
Commercial Division of the Supreme Court of the State of New York, County of New York, or in the
United States District Court for the Southern District of New York, and you hereby consent and
submit to the personal jurisdiction of such courts. You agree to waive the defense of an
inconvenient forum with respect thereto.
You agree that any action in which temporary or permanent injunctive relief is sought shall be
brought exclusively in either the Commercial Division of the Supreme Court of the State of New York,
County of New York, or in the United States District Court for the Southern District of New York,
and you hereby consent and submit to the personal jurisdiction of such courts. You agree to waive
the defense of an inconvenient forum with respect thereto.
ALL PARTIES TO THESE TERMS WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY.
Termination
HedgeOp may terminate, change, suspend or discontinue any aspect of the Web Site or the Web Site's
services at any time. HedgeOp may restrict, suspend or terminate your access to the Web Site and/or
its services if we believe you are in breach of these Terms or applicable law, or for any other
reason without notice or liability. HedgeOp reserves the right to assert any other right or to seek
any other remedy against you if we believe you are in breach of these Terms or applicable law.
Changes to Terms of Use
HedgeOp reserves the right, at its sole discretion, to change, modify, add or remove any portion of
these Terms, in whole or in part, at any time. Changes in these Terms will be effective when posted.
Your continued use of the Web Site and/or the services made available on or through the Web Site after
any changes to these Terms are posted will be considered acceptance of those changes.
Miscellaneous
There are no intended third party beneficiaries hereof other than the Protected Entities identified above.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver
of such right or provision, nor shall it constitute a waiver of any other right or provision, at any
time in the present or the future. If any provision of these 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 these
Terms remain in full force and effect.
The headings herein are provided for convenience only, and are not of any force or effect in
construing any provision of these Terms.