THIS END USER AGREEMENT (THIS “AGREEMENT”) IS A BINDING LEGAL AGREEMENT BETWEEN CAMBRIDGE ASSOCIATES, LLC AND ITS AFFILIATES (TOGETHER, “CA”), ON THE ONE HAND, AND YOU, AS AN AUTHORIZED USER (AS DEFINED BELOW) ON THE OTHER HAND, GOVERNING (A) YOUR ACCESS TO THE CA WEBSITE, THE “CA WEBSITE” (LOCATED AT ALUMNI.CAMBRIDGEASSOCIATES.COM) AND (B) IF APPLICABLE, YOUR ACCESS TO CA’S ONLINE PRODUCTS, INCLUDING WITHOUT LIMITATION, CA’S ALUMNI NETWORK HOSTED BY HIVEBRITE (THE “PLATFORM”). THIS AGREEMENT INCLUDES PROVISIONS DESIGNED TO PROTECT THE PRIVACY AND SECURITY OF THE USERS OF CA’S WEBSITE AND THE PLATFORM AND THE CONFIDENTIALITY OF INFORMATION PROVIDED BY CA.
PLEASE READ THIS AGREEMENT IN ITS ENTIRETY AND INDICATE WHETHER YOU AGREE TO ITS TERMS BY CLICKING EITHER THE "AGREE" OR "DO NOT AGREE" BUTTON, AS APPLICABLE, AT THE END OF THIS AGREEMENT. ACCESS TO THE CA WEBSITE AND/OR THE PLATFORM IS EXPRESSLY CONDITIONED UPON ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU CLICK THE “AGREE” BUTTON AT THE END OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS OF THIS AGREEMENT, AND THAT YOU HAVE THE POWER TO AGREE. IF YOU CLICK THE "DO NOT AGREE" BUTTON, YOU WILL NOT BE ABLE TO ACCESS THE CA WEBSITE OR ANY PORTION OF THE PLATFORM.
IF AT ANY TIME YOU WISH TO REVOKE ASSENT TO THIS AGREEMENT, PLEASE PROPMTLY SEND SUCH REQUEST TO [email protected], WITH SUBJECT LINE: “REVOKE HIVEBRITE CLICK-THROUGH ASSENT”, STATING YOUR INDIVIDUAL NAME AND A CLEAR SUMMARY OF THE REQUEST.
CA hereby grants you a personal, non-exclusive, non-transferable, limited license (the “Website License”) to access the CA Website solely for the your own internal use.
This Agreement permits use of the Platform by individual users who are CA alumni for which CA has established user accounts (“Authorized Users” or “Users”).
The CA Website, all information and materials accessed on or through the CA Website and the Platform, CA’s proprietary benchmark statistics, all manager, fund, portfolio holdings, and other investment information, and all other materials accessible via the Platform (in each case, to the extent applicable) are collectively referred to as the “Content.”
The Content may not be re-exported. You shall not use the Content for any purpose other than solely for personal networking purposes. CA reserves all rights not expressly granted to you in this Agreement. Nothing in the Content constitutes tax, legal, or accounting advice. The Content is not intended for use by anyone legally resident in a jurisdiction where such use would be in violation of local laws.
Users may, at times, post, publish, or otherwise disseminate content on the Platform (“User Content”). The User commits not to publish any User Content which contains any remarks/images/pictures, contrary to applicable law, legislation, regulation and/or affecting the rights of third parties, including but not limited to:
In any event, CA and Hivebrite shall not be liable for the content, accuracy, or up-to-date state of User Content published to the Platform.
The User consents that, following the publication of User Content, its information will become public on the Platform and that as such, same information will be published, modified, translated, reproduced in any form and accessible, saved and reproduced by other Users and CA.
In most cases, Users post User Content without previous moderation from CA. CA does not alter the content or information of the User, except under exceptional circumstances. CA reserves its right to freely delete or amend the content or information of the User, without prejudice to the Users.
In the case of User Content on the Platform violating privacy policies, applicable law, or the rights of third parties, and person can inform CA of the existence of such User Content at the following address: [email protected]
CA may terminate User access to the Platform at any time, for any reason, without any liability and in CA’s sole discretion. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed or performed after the expiration or termination of this Agreement shall survive any expiration or termination of this Agreement and shall remain binding upon and for the benefit of the parties, their successors, and permitted assigns.
CA and its licensors retain all rights, title, and interest, including all intellectual property rights, in and to the CA Website, the Platform, the Content, and the Confidential Information (as defined below). You understand and agree that, except as expressly provided herein, you shall not (i) use, copy, download, store, reproduce, disseminate, publish, make derivative works from, or further transmit or distribute the Content and Confidential Information in any type of format or by any means, including but not limited to the Internet and any intranet or other type of network distribution; or, if applicable, (ii) store Content from the Platform to create historical databases or for any other purpose without CA’s prior written consent.
The Platform may contain confidential and proprietary materials (the “Confidential Information”) of CA and certain third parties to whom CA has an obligation of confidentiality. The Confidential Information of CA is the property of CA, and the User shall acquire no right, title or interest in such Confidential Information except as expressly granted herein. You agree not to alter or manipulate the Content to acquire Confidential Information of CA that is not displayed or communicated to you in the Content or during the ordinary use of the Platform. You agree that all Confidential Information of CA acquired by you shall be maintained by you in confidence and (a) shall not be disclosed to any third party, including but not limited, to investment managers, investment advisers, or any other investment and financial consultants, and (b) shall not be used for any purpose other than for the User’s benefit without CA’s prior written permission, except as required by law, subpoena or court order or by an applicable regulatory body, in which case the User shall assert all applicable exceptions to federal, state or local regulations or law regarding disclosure of the Content and shall provide notice to CA reasonably in advance of such disclosure. Upon termination of this Agreement, the User agrees to comply with CA’s requests to destroy and certify the destruction of all Confidential Information, provided that the User may preserve one archival print copy, provided that any such retained Confidential Information shall continue to be subject to confidential treatment hereunder.
You are responsible for supplying and maintaining a reliable and secure method for accessing the Platform, including your Internet services provider, communication lines, and all required software and hardware. You agree to keep all log-in identifications and passwords confidential and not to transfer or disclose them to other individuals or third parties. CA reserves the right to monitor use of the CA website and Platform. CA may immediately terminate you as an Authorized User if you have jeopardized the proper and efficient operation of the Platform, or if, in CA’s reasonable opinion, you have violated any law or regulation to which you or it or CA is subject or is in violation of the terms of this Agreement. CA may terminate or modify all or part of the Platform if: (a) CA becomes the subject of a claim that the Platform or a certain portion thereof or the Content infringe the ownership rights of any third party or that CA otherwise does not have the right to permit others to use the Platform and/or access the Content; (b) the provision of all or a portion of the Platform and/or the Content depends on an agreement between CA and a third party, and that agreement is modified or terminated for any reason or breached by the third party and as a result CA is unable to continue to provide all or part of the Platform and/or the Content upon terms reasonably acceptable to CA; or (c) the provision of all or a portion of the Platform and/or the Content becomes illegal or contrary to any applicable law. Users are not permitted to use software (a “bot”) to extract data systematically or download information from any CA Website. In order to improve the quality of service and support, CA reserves the right to designate and make changes in rules or operation, accessibility periods and user identification procedures, as well as to modify the Platform or any portion thereof. Reasonable efforts will be made by CA to provide advance notice to avoid interruption to the User’s use.
CA PROVIDES THE CA WEBSITE, ACCESS TO THE PLATFORM AND THE CONTENT WITHOUT WARRANTY OF ANY KIND WHATSOEVER AND SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES OF QUALITY OR PERFORMANCE. CA DOES NOT WARRANT THAT THE INFORMATION ON THE CA WEBSITE OR THE PLATFORM (OR ON WEBSITES LINKED TO OR FROM THE CA WEBSITE OR THE PRODUCT) WILL BE TIMELY, ACCURATE, OR COMPLETE AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OMISSIONS IN THESE MATERIALS. CA DOES NOT RECOMMEND THE SERVICES OR PRODUCTS ON ANY THIRD-PARTY WEBSITES. CA DOES NOT WARRANT THAT THE CA WEBSITE OR THE PLATFORM WILL BE UNINTERRUPTED, COMPATIBLE WITH YOUR EQUIPMENT, OR FREE OF ERRORS, VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER INVASIVE OR CORRUPTED FILES. YOU ARE RESPONSIBLE FOR TAKING ADEQUATE PRECAUTIONS AGAINST DAMAGES TO YOUR OPERATIONS THAT WOULD BE CAUSED BY SUCH INTERRUPTION OR ERRORS.
LIMITATION OF LIABILITY
IN NO EVENT WILL CA OR ITS EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS THEREOF BE LIABLE FOR ANY DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST PROFITS OR ANTICIPATED BENEFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, CA AND/OR ITS EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE PLATFORM OR RESULTING FROM INACCURACIES THEREIN.
IN NO EVENT WILL CA’S AGGREGATE LIABILITY TO ANY OTHER PARTY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF COMPENSATION PAID TO CA UNDER THIS AGREEMENT AND (B) $10,000 REGARDLESS OF THE CAUSE OR FORM OF ACTION.
You shall indemnify CA, its affiliates, subsidiaries, members, managers, and employees (collectively, the “Indemnitees”) from any and all claims, demands, causes of action, losses, damages, fines, penalties, liabilities, costs and expenses, including reasonable attorney's fees and court costs (“Losses”) sustained or incurred by the Indemnitees in connection with the Indemnitees’ provision of services to you hereunder to the extent that such Losses were not the direct result of gross negligence, malfeasance or fraud by CA.
This Agreement shall be governed by the laws of The Commonwealth of Massachusetts, U.S.A. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods. All rights not expressly granted to you in this Agreement are reserved by CA. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. No delay or omission by either of the parties in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either of the parties on any one occasion is effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.
The User shall notify CA of any change in the Users address, email address, or telephone number. CA shall not be responsible for any breach of its obligations hereunder or any resulting loss or damages to the User resulting from the User’s failure to update CA with the above information.
The User may not assign or transfer the User’s rights under this Agreement without the prior written consent of CA and its licensors.