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General Terms & Conditions

1. 
TERM

 
Subject to Section 9, the Agreement will take effect on the date Subscriber (hereinafter referred to as "You" or "Your") submitss the online registration (the "Effective Date") and will continue for a term of 12 months (the "Initial Term"). The Agreement will automatically renew for additional 12 month terms unless either party gives the other written notice of termination via email to custserv@hedgeworld.com.

2. 
THE SERVICES

2.1 
Provision of Service. Lipper will provide You with access to the Services selected by You. Lipper will not be obliged to provide any Service until You have completed the online registration.

2.2 
Withdrawal of Service by Lipper. Lipper may cancel or withdraw all or part of any Service at any time on 6 months' prior written notice to You, and on less notice if: (a) Lipper determines that the provision of the Service has become unlawful; (b) an agreement between any member of the Lipper Group and a third party on which the Service depends is terminated; or (c) the Service becomes subject to a claim that it infringes the rights of any third party. If Lipper cancels all or part of any Service, Lipper's only obligation to You will be to refund any Fees paid in advance for the cancelled Service. You may terminate this Agreement on 30 days' prior written notice to Lipper in the event Lipper's cancellation or withdrawal of a Service substantially frustrates Your purpose in entering into this Agreement. In each case, You shall pay any Fees, Additional Charges and taxes owed through the time of termination.

2.3 
General. You agree that: (a) You will not knowingly take any action to harm Lipper or any other subscriber of Lipper, or use the Services in contravention of the Agreement or any laws or regulations; (b) You are responsible for obtaining and maintaining all required licenses and consents to receive and use the Services; (c) You are responsible for obtaining and maintaining Your own anti-virus software and protection and Lipper will have no obligation or liability for any viruses, time bombs or similar bugs You may receive via the Service; and (d) when Lipper provides a Service which is accessed using a password, account name or other identifier (collectively, "Password"), You agree that You shall; (i) ensure each Password is kept confidential and not shared among individuals, and (ii) notify Lipper promptly if You become aware of any Password being used by a person not authorized by You to access that Service.

3. 
CONTENT

3.1 
Use of Content. Subject to the terms and conditions of the Agreement, Lipper grants You during the Term, the non-exclusive, non-transferable right to receive and use the text, data, graphics, moving and still images or sound recordings contained in the Service ("Content") in the ordinary course of Your business as expressly set out in the Agreement. You acknowledge that the Agreement does not grant You any rights regarding redistribution; You may only acquire redistribution rights through execution of an Addendum with Lipper.

3.2 
Editorial Control. Lipper has complete editorial freedom with regard to the form and content of the Services and may alter the same from time to time, although Lipper acknowledges that, except as permitted by Section 2.2, it will not alter the fundamental nature of the Content.

3.3 
Storage. You may store Content on those devices and accesses on which the Content is received during the term it is subscribing to the relevant Service. Unless otherwise specified in any Addenda, You must destroy all stored Content and all copies thereof upon cancellation of the relevant Service, or termination or expiration of this Agreement; provided You may continue to store Content for such period as required to comply with any applicable law or regulation. You must take all required action to tag and/or segregate the Content so that You are able to comply with the destruction requirements of this Section 3.3.

4. 
INTELLECTUAL PROPERTY

4.1 
Rights of Lipper. You acknowledge that aspects of the Services and its Content are proprietary and unique to Lipper, a Reuters Company, and its affiliates (the "Lipper Group") and/or Lipper's third party suppliers, and as to which copyright, patent, trade secret or other proprietary rights may be held by the Lipper Group or third parties from whom they have licensed or otherwise acquired such rights. You agree to take or cause to be taken all necessary precautions to maintain the confidentiality and proprietary nature of the Services, agrees to comply with all copyright, trademark, trade secret, patent and other laws necessary to protect all rights in the Services and agrees to comply with Section 4.3 herein. You will respect the integrity of the Services and will ensure that statistics, indices or other information is not changed or distorted. You agree not to create any derivative works (including databases) based on the Service or the Content therein.

4.2 
Third Party Content. You acknowledge that the Services contain Content supplied by third parties ("Information Providers"). You agree to comply with any restrictions or conditions imposed on the use, access, storage or redistribution of Content by the relevant Information Provider as notified to You by Lipper or such Information Provider. Lipper will provide You with notice if the You are required to enter into a separate agreement with an Information Provider in order to receive a Service that contains such Content.

4.3 
Credit and Branding. You will not remove or conceal any copyright, trademark or other proprietary notice or any credit-line or date-line included in the Services. You will comply with all attribution and branding instructions given by Lipper in connection with the Services.

4.4 
Lipper Trademarks. The name and trademark Lipper is the valuable intellectual property of the Lipper Group. Except as set out in the Agreement, You may not use the Lipper name or mark without Lipper's prior written consent. All rights to the Lipper name and mark whether now existing or which may hereafter come into existence, are reserved to the Lipper Group. Any goodwill generated through Your use of the Lipper name and mark will inure solely to the benefit of the Lipper Group.

4.5 
Links. The Service(s) may contain links to other web-sites ("Linked Sites"). The Linked Sites are for your convenience only, and you access them at your own risk. Lipper is not responsible for the content of the Linked Sites, whether or not Lipper is affiliated with sponsors of the Linked Sites. Lipper does not in any way endorse the Linked Sites.

4.6 
Injunctive Relief. Recognizing and acknowledging that any violations of the provisions of this Section 4 may cause the Lipper Group or Lipper's third party suppliers irreparable damage for which other remedies would be inadequate, You agree that, in addition to any other remedies that may be available at law or in equity, Lipper and Lipper's third party suppliers shall have the right to obtain such injunctive or other equitable relief from a court of competent jurisdiction as may be necessary to prevent any such violation.

5. 
FEES AND TAXES

5.1 
Fees. In consideration of the rights granted to You in this Agreement, You will pay Lipper all fees and charges ("Fees") for each Service ordered by You. Unless otherwise agreed, Fees for each Service will accrue from the "Installation Date" for that Service, which is the earlier of: (a) the activation of that Service; and (b) the date when that Service is first accessed by You. All Fees shall be paid in advance and are due and payable on the Installation Date or with prior arrangement with Lipper within 30 days after the date of an invoice from Lipper, except that the first payment for any Service shall be due and payable on the Installation Date for that Service.

5.2 
Taxes. In addition to the amounts set forth above, You will pay to Lipper or to the relevant taxing authority, as appropriate, any applicable sales, use, goods and services, value added or other taxes payable under this Agreement (other than taxes levied or imposed on Lipper income).

5.3 
No Set-off. In all cases, the amounts due under this Agreement will be paid by You in full without any withholding, set-off, counterclaim or deduction.

5.4 
Late Payments. All amounts owed hereunder not paid when due will bear interest from the date such amount became due at the lesser of: (a) 1.5 percent per month; or (b) the maximum allowable rate of interest in the State of New York for transactions between sophisticated commercial entities.

5.5 
Fee Increases. Lipper reserves the right to increase the Fees after the Initial Term. Lipper will notify You of any such increase prior to implementation of such change and if the Fee increase with respect to any Service is 5% or more, You shall have the right to terminate the Service as of the date of implementation of the fee increase.

6. 
REPRESENTATIONS

6.1 
General. Each party hereto represents and warrants that (a) it has the full right and power to enter into and fully perform this Agreement in accordance with its terms; and (b) the execution, delivery and performance of this Agreement will not violate rights granted by such party to any third party or violate the provisions of any agreement to which it is a party.

6.2 
DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. WITHOUT LIMITING THE FOREGOING, NEITHER LIPPER NOR ANY INFORMATION PROVIDER OR OTHER THIRD PARTY SUPPLIER MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, EQUIPMENT, SOFTWARE OR CONTENT PROVIDED HEREUNDER, AND LIPPER AND EACH INFORMATION PROVIDER OR OTHER THIRD PARTY SUPPLIER EXPRESSLY DISCLAIMS ANY CONDITION OF QUALITY AND ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HEREBY ACKNOWLEDGE THAT IT HAS NOT RELIED UPON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION MADE BY LIPPER OR ANY INFORMATION PROVIDER OR OTHER THIRD PARTY SUPPLIER, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. Lipper and members of the Lipper Group may or may not be interested in or have investments in any of the securities or funds described in Lipper's databases or included in the Services.

6.3 
ALL CONTENT CONTAINED IN THE SERVICE DOES NOT CONSTITUTE AN OFFER TO PURCHASE SHARES IN THE FUNDS REFERRED TO, NOR DOES IT CONSTITUTE A RECOMMENDATION TO BUY OR SELL MUTUAL FUNDS OR ANY OTHER SECURITY. LIPPER ANALYZES PAST FUND PERFORMANCE, AND INVESTORS SHOULD REMEMBER THAT PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS.

7. 
LIABILITY

7.1 
Inaccuracies of Service. ALTHOUGH LIPPER MAKES REASONABLE EFFORTS TO ENSURE THE ACCURACY AND RELIABILITY OF THE SERVICES, NEITHER LIPPER NOR ANY INFORMATION PROVIDER OR OTHER THIRD PARTY SUPPLIER GUARANTEES SUCH ACCURACY OR RELIABILITY, AND YOU ACKNOWLEDGE THAT LIPPER, ITS EMPLOYEES, AGENTS, CONTRACTORS, SUB-CONTRACTORS, INFORMATION PROVIDERS AND OTHER THIRD PARTY SUPPLIERS WILL NOT BE HELD LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY YOU, ANY OF YOUR CUSTOMERS OR ANY OTHER PERSON OR ENTITY ARISING OUT OF ANY FAULT, INTERRUPTION OR DELAY IN ANY SERVICE OR OUT OF ANY INACCURACY, ERROR OR OMISSION IN ANY SERVICE SUPPLIED TO YOU, HOWEVER SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, UNLESS DUE TO LIPPER GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

7.2 
Acts of God. Except for Your failure to comply with any payment obligations, neither party will be liable for any failure to perform any obligation hereunder, or for any delay in the performance thereof, due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemy, acts of government, failure of telecommunications, fire or other casualty.

7.3 
Exclusion of Special Damages. UNDER NO CIRCUMSTANCES WILL EITHER PARTY, ANY INFORMATION PROVIDER OR OTHER THIRD PARTY SUPPLIER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING LOST PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.

7.4 
Aggregate Liability. In no event will the aggregate liability of either party to the other or to any third party for Damages, direct or otherwise, arising out of or in connection with this Agreement, exceed the total amount of Fees actually paid to Lipper by You during the 12 month period immediately preceding the act or omission giving rise to the loss, regardless of the cause or form of action, provided however, that the foregoing limitation of liability shall not apply to each party's obligation to indemnify the other pursuant to this Agreement, or any Damages suffered by Lipper, any Information Provider or other third party supplier caused by any violation by You of Sections 2.3(a), 2.3(b), 3.1, or 3.3of this Agreement.

8. 
INDEMNITIES

8.1 
Indemnification by You. You will indemnify and hold harmless Lipper, its officers, directors, employees and agents, and all Information Providers and other third party suppliers hereunder, from and against any and all liabilities, damages, awards, settlements, losses, claims and expenses, including reasonable attorney fees and expenses and costs of investigation (collectively, "Damages") resulting from third party claims arising from any: (a) breach of this Agreement by You; or (b) third party accessing all or part of the Service through or by means of You to the extent such claim, if brought by You directly against Lipper, would be excluded pursuant to Section 7.1.

8.2 
Indemnification by Lipper. Lipper will indemnify and hold harmless You, Your officers, directors, employees and agents from and against any and all Damages resulting from third party claims arising from any: (a) breach of the Agreement by Lipper; or (b) claim that the supplied Software or Lipper created Content infringes any third party intellectual property right, provided that the relevant claim: (i) does not arise from any modification to the Software or Lipper created Content made by You; (ii) does not arise from the combination of the Software or Lipper created Content with other products or technology not supplied by Lipper; and (iii) if the relevant claim is based upon content obtained from a third party only to the extent such third party has agreed to indemnify Lipper licensees.

8.3 
Notice and Participation. A party seeking indemnification pursuant to this Agreement ("Indemnified Party") will give prompt notice to the party from whom indemnification is sought ("Indemnifying Party"); provided, however, that failure to give prompt notice will not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice by such failure). The parties will cooperate (at the expense of the Indemnifying Party) in the defense or prosecution of any third party claim.

9. 
TERMINATION

9.1 
Termination for Breach. In addition to any other remedy available at law or in equity, Lipper may terminate the Agreement immediately, without further obligation to You, in the event of (a) any material breach of this Agreement; or (b) any assignment by You for the benefit of its creditors, the filing by You or Your creditors of a voluntary or involuntary petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or the appointment of a trustee or receiver for You or Your property.

9.2 
Obligations Upon Termination. Promptly upon termination of this Agreement for any reason, You will: (a) pay all Fees, taxes and other charges owed through the time of termination; and (b) promptly destroy all stored Content as required pursuant to Section 3.3.

9.3 
Liquidated Damages. If Lipper terminates this Agreement pursuant to Section 9.1, or if You terminate this Agreement or cancel any Service except as expressly permitted hereunder, Lipper will be entitled to recover from You, as liquidated damages, an amount equal to 75% of the Fees that would have been payable by You from the date of termination or cancellation until the You could have next terminated this Agreement or cancelled the relevant Service in accordance with the terms of this Agreement.

10. 
GENERAL

10.1 
Controlling Law, Jurisdiction and Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of State of New York. Both parties consent to the non-exclusive jurisdiction of any state or federal court sitting in the State of New York, and of any court to which an appeal therefrom may be taken. Each party hereby irrevocably waives the right to a trial by jury in any action or proceeding arising out of this Agreement.

10.2 
Notices. Whenever any notice or other communication is given by one party to the other ("Notice"), such Notice shall be in writing and shall be delivered by registered or certified mail, return receipt requested, addressed as set out in the initial Order Form or by email. Notices properly given in accordance with this Section 10.2 shall be effective on the date sent; all other notices shall be effective on the date actually received.

10.3 
Assignments. This Agreement will be binding upon and inure to the benefit of the parties, their respective personal representatives, and permitted successors and assigns. You may not assign or otherwise transfer any of its rights or delegate any of its duties under this Agreement without the prior written consent of Lipper. Any attempted assignment in violation of this Section 10.3 is void.

10.4 
Relationship Between the Parties. There is no joint venture, partnership, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by the Agreement. This Agreement is non-exclusive.

10.5 
Amendments, Waivers. The Agreement may only be amended in writing signed by authorized representatives of both parties. If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy.

10.6 
Severability. If any provision or term of this Agreement, not being of a fundamental nature, is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement will not be affected.

10.7 
Survival. Sections 3.3, 4, 6, 7, 8 9.2, 9.3 and 10 of the Agreement will survive the termination or expiration of the Agreement.

10.8 
Headings. The headings to the Agreement are for convenience and shall not be used as an aid to interpret the Agreement.






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