TERMS OF SERVICE

Last updated: January 30, 2020

Please read these terms of service (collectively with the Vision Hill Privacy Policy (Privacy Policy) the “Terms of Service” or the “Agreement”) fully and carefully before using visionhill.com(the “Site”) and the services, features, content or applications offered by Vision Hill Group Inc. and Vision Hill Asset Management, LLC, (collectively “Vision Hill”, “we”, “us” or “our”) (together with the Site, the “Services”). These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services.

1. Acceptance of Terms of Service.

By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. Vision Hill also reserves the right to change the terms and conditions under which the Site and its many offerings are extended to the member. Your continued use of the Site following the posting of any changes to the Agreement constitutes acceptance of those changes. Please check back often for changes as Vision Hill will not send notification of changes. The most recent revision date will be posted above. By accessing, viewing, or utilizing the products and/or services available on or through the Site, you indicate that you understand and recognize this Agreement to be the legal equivalent of a signed, written contract and equally binding.

 

Certain Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. These Terms of Service are in addition to any other terms and conditions in any other agreement provided by Vision Hill, including any Database End User License Agreement pursuant to which users may use the VisionTrack database. In the event of a conflict between these Terms of Service and the terms contained in any other Vision Hill agreement, including in the Database End User License Agreement, the terms of such other Vision Hill agreement shall prevail.

 

These Terms of Service apply to all users of the Services and the Site, registered or unregistered.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

2. Content.

a. Definition.

For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, charts, stock and other financial information, videos, audio clips, written posts and comments, rankings, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

 

b. User Content.

All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted to Vision Hill, is the sole responsibility of the person who originated such User Content. User Content includes “Private Content”, which is User Content that is only available to other users who have opted in or have been permissioned to access such User Content. You represent that all User Content provided by you is accurate (except to the extent such User Content consists of your opinion that is not verifiable), complete, up-to-date, and in compliance with all applicable laws, rules and regulations, including but not limited to United States laws and regulations regarding insider trading and or the provision of insider information. As part of the Services, users may have the ability to interact with and view the User Content of other users. Certain of the User Content (such as Private Content) or access to a private investor portal, may only be available to users who meet specific criteria, including without limitation the requirement of being an institutional investor or accredited investor in accordance with Rule 501 of Regulation D of the Securities Act of 1933 or institutional investment industry consultant. You may only access such User Content or private investor portal if you meet the relevant foregoing criteria, and you hereby warrant and represent that, by accessing such User Content or private investor portal you meet such criteria and are not misrepresenting your status. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

 

As stated, unless otherwise expressly set forth, the content on the Site is intended for informational, research and educational purposes only. Vision Hill cannot and does not guarantee accuracy or comprehensiveness of the Site. Vision Hill relies on the self-reporting of investment managers and Vision Hill may or may not independently verify or warrant data accuracy. Even if Vision Hill does verify the accuracy of such data for its own purposes, you may not rely on the accuracy of such verification. You hereby acknowledge and agree that Vision Hill makes no claims with regard to accuracy on the part of either the investment managers, Vision Hill or the Site; that there may be delays, omissions or other inaccuracies in the information contained on the Site; and that such information may become unreliable because of changing market or economic situations. Any decisions made based upon the information gathered herein may include incorrect information that may lead to results differing from the past. Before committing to any investment, seek the advice of an independent advisor. Past performance does not guarantee similar results in the future.

c. Use License.

Subject to these Terms of Service, Vision Hill grants each user of the Services a limited non-exclusive, non-transferable, revocable license, without the right to grant sublicenses, to access the Site and use the information, data, compilations of data, tables, graphs, charts, illustrations, and other materials on the Site only for noncommercial informational internal research purposes and in compliance with the terms and conditions of this Agreement.

You agree not to reproduce, copy, modify, create derivative works from, perform, distribute, publish, retransmit or sell any of the Content. Notwithstanding this restriction, you may, on an occasional, ad hoc basis, reproduce, distribute, display and transmit an insubstantial portion of the Content, solely for non-commercial internal informational purposes to individuals within your organization.

d. License Grant.

By submitting Private Content through the Services or directly to Vision Hill in private communications, you hereby grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display and perform such Private Content solely for the purpose of providing the Services and to create, use, distribute, commercialize and fully exploit anonymized aggregate data analyses and compilations from users’ use of and interaction with Private Content on the Services. By submitting User Content through the Services that is publicly available, you hereby grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, commercialize and otherwise fully exploit such User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content available to such user through the Site and/or the Services, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

e. Availability of Content.

We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) monitor, remove, edit, or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

3. DMCA Copyright Policy.

We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The email address of the Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this section. If you believe that Content residing on or accessible through Vision Hill’s websites or services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
  • Identification of works or materials being infringed;
  • Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
  • Contact information about the notifier including address, telephone number and, if available, e-mail address;
  • A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
  • A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make a complaint on behalf of the copyright owner.

Please contact the Designated Agent to Receive Notification of Claimed Infringement for Vision Hill at [email protected]

 

4. Rules of Conduct.

As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services. Unauthorized commercial uses of the Site, or the resale of the Services, is expressly prohibited. The content and software on the Site may only be used for the purposes intended by Vision Hill. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on the Site is strictly prohibited. The user hereby agrees not to upload, post or distribute any content through the various mediums via the Site that:

  • restricts or inhibits any other user from using the Site;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, vulgar, offensive, pornographic, profane, indecent, or contains explicit or graphic descriptions or accounts of sexual acts;
  • discriminates, victimizes, harasses, degrades, or intimidates an individual or group of individuals;
  • attempts to gain unauthorized access to the Site, network, server or other systems related to the Site;
  • constitutes unauthorized or unsolicited advertising, junk or spam email, chain letters, pyramid schemes, any other form of unauthorized solicitation, any form of lottery or gambling or any information, software or other material of a commercial nature;
  • contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
  • collects or stores personal data about other members;
  • violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right;
  • constitutes or contains false or misleading indications of origin or statements of fact; or
  • violates or encourages conduct that would violate any other applicable laws or regulations or give rise to civil liability.

Vision Hill reserves the right at all times to edit, refuse to post or to remove any information or materials, in whole or in part, that in Vision Hill ‘s sole discretion are objectionable or in violation of this Agreement.

5. Trademarks.

COPYRIGHT AND TRADEMARK NOTICE: You hereby acknowledge and agree that all Content and materials available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by Vision Hill, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from such materials or content, or in any manner commercially exploit any content or materials on/from the Site. You must abide by all copyright notices, information, or restrictions contained in or attached to any content or portion of the Site. “Vision Hill,” “Vision Hill Group”, “Vision Hill Active Crypto Indices”, “Vision Hill Active Crypto Indexes”, “VH-ACI”, “VH-ACIF”, “VH-ACIQ”, “VH-ACIO”, “VisionTrack” and the Vision Hill logo and any other logos or similar marks are trademarks and service marks of Vision Hill (“Vision Hill Marks”). All other trademarks, service marks and logos used on the Site are the trademarks, service marks or logos of their respective owners.

Any of the trademarks, service marks, logos or index names displayed on the Site may be registered or unregistered marks of Vision Hill or others. Nothing contained on the Site should be construed as granting you any license or right to use any of the marks or names displayed on the Site without the express written permission of Vision Hill or the third party owner, as applicable.

6. Indices Data.

THE VISION HILL INDICES AND CONTENT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. INFORMATION AND DATA INCLUDED IN THE VISION HILL INDICES AND CONTENT ARE OBTAINED FROM VARIOUS THIRD PARTY SOURCES AND ARE PROVIDED ON AN “AS IS” BASIS. VISION HILL DOES NOT PERFORM ANY AUDIT OR VERIFY THE INFORMATION PROVIDED BY THIRD PARTIES. VISION HILL IS NOT RESPONSIBLE FOR AND DOES NOT WARRANT THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE DATA IN THE VISION HILL INDICES AND CONTENT. ANY CONSTITUENT INVESTMENT PRODUCT OR VEHICLE USED TO CREATE A VISION HILL INDEX MAY BE REMOVED AT ANY TIME. THE COMPLETENESS OF THE DATA MAY VARY IN EACH FINANCIAL PRODUCT OR VEHICLE USED TO CREATE THE VISION HILL INDICES AND CONTENT. VISION HILL DOES NOT WARRANT THAT THE DATA USED TO CREATE THE VISION HILL INDICES AND CONTENT WILL BE FREE FROM ANY ERRORS, OMISSIONS OR INACCURACIES. VISION HILL DOES NOT WARRANT THAT THE DELIVERY OF THE DATA RELATING TO THE VISION HILL INDICES AND CONTENT WILL BE UNINTERRUPTED OR FREE FROM ANY VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS.

THE INFORMATION IN THE VISION HILL INDICES AND CONTENT DO NOT CONSTITUTE AN OFFER, SOLICITATION OR A RECOMMENDATION TO BUY OR SELL ANY SECURITY OR FINANCIAL PRODUCT OR VEHICLE WHATSOEVER OR ANY TYPE OF TAX OR INVESTMENT ADVICE OR RECOMMENDATION. PAST PERFORMANCE OF ANY CONSTITUENT INVESTMENT PRODUCT OR VEHICLE USED TO CREATE A VISION HILL INDEX AND CONTENT IS NO INDICATION OF FUTURE RESULTS.

8. Third Party Websites.

The Services may contain links to third-party websites. Your use of all links to third-party websites is at your own risk. We do not monitor or have any control over, and make no claim or representation regarding third-party websites. To the extent such links are provided by us, they are provided only as a convenience, and a link to a third-party websites does not imply our endorsement, adoption or sponsorship of, or affiliation with, such third-party websites.

When you leave the Site, whether via a link contained on the Site or through the use of your web browser or other navigational tool, the information you view is not provided by us. Our terms and policies do not govern your use of third-party websites. We are not responsible for, have no control over and do not monitor or review the content of any other website. A link to a third-party website does not imply sponsorship, approval, affiliation or endorsement by Vision Hill of the linked third-party website or of that third party’s products or services.

YOU AGREE THAT VISION HILL WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY WEBSITE OR SERVICES, FOR ANY DEALINGS OR COMMUNICATIONS YOU MAY HAVE WITH THIRD PARTIES, OR FOR ANY HARM, DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH ANY OF THE FOREGOING OR YOUR USE OF OR RELIANCE ON THE MATERIALS OR THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY.

8. Restrictions on Use.

Without a separate written license agreement with Vision Hill, you may not:

  • Use any of the Vision Hill Indices, Vision Hill Marks or Content in connection with the creation, operation, issuance, marketing or promotion of any financial product, instrument, index or service;
  • Use the Content in the operation of your or a third-party financial database or index business;
  • Use the Content to populate any database that is commercial and/or distributed to third parties;
  • Redistribute the Content outside of your company or firm;
  • Use any of the Vision Hill Indices, Vision Hill Marks, or Content in connection with any SEC, government or regulatory filing;
  • Use the Vision Hill Indices or Vision Hill Marks to promote, market or endorse, or to create the impression that Vision Hill endorses, approves of or is connected to any investment vehicle, product or service marketed, promoted, distributed, offered or sold by or on behalf of you; and
  • Use the Vision Hill Indices, Vision Hill Marks, or Content in any manner or in connection with any activity except for noncommercial informational internal research purposes as permitted hereunder.
  • If you wish to access subscription-only Content or obtain further information about obtaining a license for any of these or other uses, please contact: Vision Hill at [email protected] or 1-646-866-7370.

 

9. Payments and Billing.

Paid Services; Payment. Certain of our Services may be subject to payments now or in the future (the “Paid Services” or “Paid Products”). Paid Services may include without limitation purchasing Private Content through the Services. Please see the Site or applicable documents provided by us for a description of the current Paid Services or Products. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service or purchasing a Paid Product are deemed part of this Agreement. The processing of payments will be subject to the terms, conditions and privacy policies of the payment processor in addition to this Agreement. We are not responsible for errors by the payment processor. By choosing to use Paid Services or purchase Paid Products, you agree to pay us, through the payment processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the payment processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreement between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the payment processor, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.

10. Social Media Disclosure.

Social media posts (including but not limited to, Facebook, LinkedIn and Twitter) of Vision Hill and Vision Hill’s employees (“Social Media”) are not, and should not be considered to be recommendations, solicitations or offers by Vision Hill or its affiliates to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service.  Vision Hill makes all reasonable efforts to ensure that the information contained on Social Media is accurate and reliable; however, errors sometimes occur. You should note that the materials on Social Media are provided “as is” without any express or implied warranties. Vision Hill does not warrant or represent that the materials on Social Media are accurate, valid, timely or complete.

11. Securities Products.

None of the information contained in the publicly accessible portions of the Vision Hill Site constitutes a recommendation, solicitation or offer by Vision Hill or its affiliates to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Vision Hill Site has been prepared without reference to any particular user’s investment requirements or financial situation. The information and services provided on the Vision Hill Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or clearing organization or where Vision Hill is not authorized to provide such information or services. Some products and services described in the Vision Hill Site may not be available in all jurisdictions or to all clients. Vision Hill strongly recommends that you perform your own independent research and/or speak with a qualified investment professional before making any financial decisions.

12. Not Legal, Accounting or Other Professional Advice.

The information contained on this website is not intended to constitute and should not be considered as legal, accounting or other professional advice, nor is it intended to substitute for obtaining such advice. If legal, accounting or other professional advice or assistance is needed, the services of a competent, independent legal counsel, accountant or other professional in the relevant jurisdiction should be sought.

Users should note that the regulatory regime in offshore jurisdictions, including investor protection and compensation arrangements, may well be different from their home jurisdiction.

13. Modifications and Interruptions.

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

14. Disclaimer

ALL CONTENT MATERIALS, INFORMATION, SOFTWARE, FUNCTIONS, PRODUCTS, AND SERVICES INCLUDED IN OR MADE AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. WHILE VISION HILL ENDEAVORS TO PROVIDE THE MOST ACCURATE, UP-TO-DATE INFORMATION AVAILABLE, THE INFORMATION, CONTENT, PRODUCTS, AND SERVICES AVAILABLE ON THE SITE MAY INCLUDE INACCURACIES OR UNRELIABLE DATA. MOREOVER, VISION HILL MAY MAKE MODIFICATIONS AND/OR CHANGES ON THE SITE OR IN THE INFORMATION, CONTENT, PRODUCTS AND SERVICES DESCRIBE ON THE SITE AT ANY TIME, FOR ANY REASON. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS SOLELY AT YOUR RISK. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VISION HILL AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION TRANSMITTED THROUGH THE SITE. FURTHER, VISION HILL AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VISION HILL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. VISION HILL AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.