Welcome to the website of Hedgebay Trading Corporation (the “Site”). Any reference to “Hedgebay,” “we,” “us” or “our” below shall mean Hedgebay Trading Corporation and its affiliates, authorized agents, and licensees. The Site and the data, information, products, materials, services and other content available on or through the Site (collectively, the “Content”) are proprietary to Hedgebay and its vendors and service providers, and any persons specifically authorized by these parties, and are protected by copyright, trade secret and other related proprietary rights, including U.S. and international copyright and trademark laws and treaties; and are confidential to the extent password-protected. You agree not to copy for non-personal use, publish, disclose or otherwise distribute to third parties any Content, without receiving prior written consent from Hedgebay.
THE INFORMATION, PRODUCTS AND SERVICES DESCRIBED ON THIS SITE ARE NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, AND ARE IN PARTICULAR NOT DIRECTED TO, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE (BY REASON OF THAT PERSON’S NATIONALITY, RESIDENCE OR OTHERWISE) SUCH DISTRIBUTION OR USE WOULD BE PROHIBITED OR CONTRARY TO ANY LAW OR REGULATION OR WOULD OBLIGATE US TO COMPLY WITH ANY ADDITIONAL LAW, REGULATION, REGISTRATION OR SIMILAR REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY. PERSONS IN RESPECT OF WHOM SUCH PROHIBITIONS APPLY MAY NOT ACCESS THIS SITE.
Users are responsible for maintaining the confidentiality of the user name and password(s) (“login information”) we provide you for accessing the password-protected parts of the Site, and for securing all facilities, products and equipment that might allow access to the Site (collectively, “Resources”). Users must not share their login information with any third party and are solely responsible for any and all activity that takes place under their login information, whether or not authorized by such users. Users agree to notify us immediately (i) in the event of the loss or theft of their login information, (ii) if they believe the confidentiality of their login information has been compromised in any way, or (iii) in the event they learn of the possible or actual unauthorized use of their login information. We reserve the right to revoke a User’s login information at any time, for any reason, without prior notice.
I. TERMS AND CONDITIONS
The Site is offered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained herein. Your use of the Site constitutes your agreement to and understanding of all such terms, conditions, and notices. We reserve the right to change, at our discretion, the Content, and any terms, conditions, and notices under which the Site and the information and services offered through the Site are offered, without further notice to you. Your continued use of the Site will signify your agreement with and understanding of any additional or modified Content, validity, terms, conditions or notices applicable to the Site.
Nothing at the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any image, trademark, logo or service mark at the Site. No act of downloading, storing, accessing, using, or otherwise copying from the Site will transfer title to any software or material at the Site to you. You may not decompile, reverse engineer, disassemble, or otherwise reduce any computer files obtained from the Site to a human-perceivable form. Anything that you transmit to the Site becomes our property, may be used by us for any lawful purpose (subject to any further agreement between us and you), and is further subject to disclosure as deemed appropriate by us, including to any legal or regulatory authority to which we are subject. We reserve all rights with respect to copyright and trademark ownership of all Content, and will enforce such rights to the full extent of the law.
III. USE OF SITE
The Site is a venue that may be used for primary or secondary transaction in private investment funds. We do not provide recommendations, investment advice or any other advice to you or any other party through the Site, and no information or material at the Site is to be relied upon for the purpose of making or communicating specific investment or other decisions, including the Hedgebay Pricing Service. Nothing on this Site 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. ANY TAX STATEMENT CONTAINED ON THE SITE IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY PERSON FOR THE PURPOSE OF AVOIDING TAX PENALTIES. Before making any bid or offer, a User (along with its tax and/or other advisors) should determine whether such investment or action is suitable in light of the User’s investment objectives, financial circumstances and tax situation. Users are obligated to complete agreed-upon transactions and to pay Hedgebay fees associated with consummated transactions. User acknowledges that (i) in certain circumstances, Hedgebay and its authorized agents and licensees, including their respective directors, officers, employees or affiliates may have an interest in, receive compensation from, and/or may act on behalf of sellers or purchasers of a Fund and therefore may be a counterparty on any particular transaction; and (ii) parties affiliated with a Fund or its manager might be sellers or purchasers of a Fund in transactions and (a) therefore may be a counterparty on any particular transaction, (b) that by reason of such position, such parties have, or may have, access to, or may be deemed to be in possession of, material inside information regarding the Fund and (c) in such case, User waives any claims to proceed against such buyers or Hedgebay relating to any non-disclosure of any material, non-public information and assumes the risk of any such non-disclosure. User represents that it is entering into transactions, and has determined to dispose of or purchase interests in a Fund, on an independent basis, for its own reasons, using its own due diligence, and without consultation with the buyer or seller, respectively.
The Content is as of the date(s) indicated, is not a complete description of any investment, strategy or other product or service listed by Hedgebay. The Content may not be timely, accurate, or complete. Certain Content may be supplied by third parties, and, although believed to be reliable, has not been independently verified, and cannot be guaranteed.
Any assumptions, assessments, statements or the like (“statements”) regarding future events or that are forward-looking constitute only subjective views, outlooks, estimations or intentions, are based upon our or the source’s expectations, intentions or beliefs, should not be relied on, are subject to change due to a variety of factors, including fluctuating market conditions, and involve inherent risks and uncertainties, both general and specific, many of which cannot be predicted or quantified and are beyond Hedgebay’s control. Any indices (including financial benchmarks) shown are provided for illustrative purposes only, are unmanaged, and may or may not reflect reinvestment of income and dividends or the impact of advisory fees with respect to the investments presented. Comparisons to indices have limitations because indices have material characteristics that may differ from a particular investment strategy. Indices should not be relied upon as an accurate measure of comparison.
Pursuant to certain arrangements entered into by Hedgebay, services performed for Hedgebay and/or the Site and/or involving its Users, including securities transactions, may be effected or provided by non-affiliated and/or affiliated entities, including entities such as Hedgebay Securities, a non-affiliated broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA (Financial Industry Regulatory Authority, Inc.), Market Position Ltd. (“MPL”), which is authorized and regulated by the UK Financial Services Authority and other authorized licensees and authorized agents. These entities may receive compensation related to transactions. Users acknowledge that Hedgebay, MPL and other third parties, including authorized agents and licensees, may act as a sales agent, selling agent, placement agent, solicitor or introducer (or in a similar capacity) for any of the funds listed on the Site and may be separately compensated in such capacity (generally through a fixed amount or a fee based on a percentage of the management, advisory and/or performance-based compensation charged by the investment adviser, manager, general partner, managing member or similar person of or to the fund with respect to the amount of assets invested in the fund(s) by investors referred by Hedgebay Securities, MPL or such other party). Hedgebay is not responsible for the activities of such entities.
IV. HEDGEBAY PRICING SERVICE
Hedgebay Pricing Service (“HPS”) indicated prices do not constitute a recommendation or an offer to buy or sell a particular investment. HPS reflects estimated pricing information only, is to be used only as a guideline if desired by an investor, and are not actual prior or contemplated trades or trade prices. Trades can only be effected through authorized agents and licensees. Trade prices are negotiated between buyers and sellers and will vary based on trade specifics and then-existing bids and offers. HPS prices are determined based on recent indicated bids and offers and/or by taking into account a variety of market factors and fund characteristics known to Hedgebay, including, among other things, liquidity factors, redemption characteristics, manager information and fund historical information. Prices are subject to change without notice. Pricing information is based on third-party sources, which although believed to be reliable, have not been independently verified and cannot be guaranteed. Hedgebay is not responsible for the timeliness, accuracy or completeness of pricing information, including any calculation errors. There is no representation that an HPS price reflects a price at which a fund may be sold or bought. HPS pricing information is intended for informational purposes only and should not be relied upon. HPS prices and past performance are not indicative of future results. Hedgebay is not liable for any investment decisions made based on HPS.
V. CONFIDENTIALITY ON INTERNET
Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While we have endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from the Site over the Internet cannot be guaranteed.
Accordingly, we are not responsible for the security of any information transmitted via the Internet or for the consequences of any reliance on such information. You assume the sole and complete risk for using the Site and must make your own determination as to these matters.
VI. SECURITY OF SITE
Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. For your protection, we reserve the right to view, monitor, and record activity on the Site, including emails from and to Users or prospective users, without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by appropriate governmental, regulatory and law enforcement organizations in connection with applicable law, including the investigation or prosecution of possible criminal activity on the Site.
VIII. LINKS TO OTHER SITES
We may permit Users to have access, through hypertext or other computer links, from the Site to web sites operated by persons other than us. In such cases, such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such web sites’ owners. A hyperlink from this Site to another web site does not imply or mean that we endorse, recommend, or approve the content or services on that web site or the operator or operations of that web site. You are solely responsible for determining the extent to which you may use or rely upon any content at any other web sites to which you link from this Site. We are not responsible for the privacy practices or the operation, content, security or policies of any other web site that is linked or linking to the Site, and we shall have no liability to you or any other person or entity for the use of, or inability to use, any third party web sites.
Accordingly, Hedgebay and its respective affiliates, authorized agents, and licensees and each of their respective employees, officers, directors, principals, members, partners, shareholders and authorized agents (collectively, “We and Our Affiliates” or as the context requires, “Us and Our Affiliates”) expressly disclaim any liability or responsibility for the content or services of any web site owned by a third party that may be linked to this Site, whether such link is contained on this Site or provided by a third party. No judgment, representation or warranty, express or implied, is made with respect to the accuracy, timeliness, or suitability of the content or services of any web site to which this Site may link, including information on such web site regarding us, and we take no responsibility therefor. Your use of such third party sites is at your own risk based upon such due diligence as you have determined is appropriate. We and Our Affiliates shall not be responsible for any loss or damage of any sort incurred as a result of any dealings you may have with respect to such third party or third party web sites or as the result of the presence of any links to such third party web sites. See also “Additional Disclaimers and Disclosures” below.
IX. EVENTS BEYOND OUR CONTROL
You expressly absolve and release Us and Our Affiliates from any claim of harm resulting from a cause beyond our control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist attacks, or governmental restrictions.
X. ADDITIONAL DISCLAIMERS AND DISCLOSURES
THE SITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, OF ANY KIND WHATSOEVER, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, TIMELINESS, VALIDITY OR COMPLETENESS OF THE INFORMATION AVAILABLE VIA THE SITE AND ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. THE CONTENT HAS BEEN GATHERED AND DERIVED FROM SOURCES BELIEVED TO BE RELIABLE, HOWEVER WE HAVE NOT INDEPENDENTLY VERIFIED THE INFORMATION. WHILE WE MAKE NO COMMITMENT TO UPDATE THE CONTENT, WE RESERVE THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. WE RESERVE THE RIGHT TO MAKE UNAVAILABLE AT ANY TIME THIS SITE OR THE CONTENT. THIS SITE AND ITS CONTENT ARE OUR PROPERTY AND/OR THE PROPERTY OF OUR AFFILIATES, AUTHORIZED AGENTS, LICENSEES, VENDORS, AND/OR OTHER THIRD PARTY SOURCES, AND ARE PROTECTED BY COPYRIGHT, TRADE SECRET AND OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. UNAUTHORIZED USE OF ANY MATERIAL CONTAINED ON THE SITE MAY VIOLATE COPYRIGHT LAWS, TRADEMARK LAWS, TRADEMARK LAWS, TRADE SECRET LAWS, THE LAWS OF PRIVACY AND PUBLICITY, AND OTHER REGULATIONS AND STATUTES.
WE FURTHER ASSUME NO RESPONSIBILITY, AND MAKE NO WARRANTIES, THAT THE SITE OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER THAT MAKES IT AVAILABLE OR THE CONTENT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES TO, VIRUSES THAT MAY INFECT, OR SERVICES, REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON, YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESSING OR USING THE SITE. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INVESTMENT DECISIONS, ADVICE, LOSS OF PROFITS, COSTS OR ANY OTHER INDIRECT DAMAGES RELATING TO THE SUITABILITY, ADEQUACY, VALIDITY, ACCURACY, TIMELINESS, DELAY, COMPLETENESS OR USE OF ANY INFORMATION ON THE SITE. WE ALSO DO NOT OFFER ADVICE REGARDING THE QUALITY OR SUITABILITY OF ANY INVESTMENT MADE AVAILABLE THROUGH THE SITE.
XI. NOTIFICATION FOR CERTAIN MATTERS
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content infringes your copyrights, you (or your agent) may send us a notice requesting that such Content be removed, or access to it blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you with respect to the Content, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to:
Address of Agent:
Hedgebay Trading Corporation
Suite 205A, Saffrey Square
E-mail for notice:
We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
In the event you believe in good faith that any Content is otherwise in error, please contact us at firstname.lastname@example.org with, if possible, a description of the Content to be checked and the location (URL) where such Content can be found on the Site, if applicable, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable.
XII. LIMITATION OF LIABILITY AND INDEMNITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE AND OUR AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER IN CONTRACT, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, THAT RESULT FROM THE USE OR ACCESS OF, OR THE INABILITY TO USE, THE CONTENT OR THE SITE, OR ANY LINKED SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF WE AND OUR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.
XIII. GOVERNING LAW