Cordium Consulting Limited is registered in England and Wales No. 03788854. Registered office: 31 St James’s Square, St James’s, London, SW1Y 4JJ.
Mirabella Financial Services LLP is Authorised and Regulated by the UK Financial Conduct Authority. FCA FRN: 415559. Registered in England and Wales. Company Registration Number: OC309035
The following terms and conditions (collectively, the “Terms”) govern your use of the web sites Cordium.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, doing business as Cordium (“Cordium” 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.
As between you and Cordium, Cordium 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.
Cordium 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.
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 Cordium 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.
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 Cordium 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 Cordium 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 Cordium 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.
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.
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 Cordium 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 Cordium’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.
Cordium 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 Cordium. 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
Cordium 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 Cordium is not responsible for any such materials posted by users. However, Cordium 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 Cordium’s sole discretion, are objectionable or in violation of these Terms, Cordium’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.
You agree to defend, indemnify and hold Cordium and Cordium’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. Cordium 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 Cordium’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 Cordium. 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 Cordium’s endorsement, sponsorship, or recommendation of that site. Cordium disclaims any liability for links (1) from another web site to this Web Site and (2) to another web site from this Web Site. Cordium cannot guarantee the standards of any web site to which links are provided on this Web Site nor shall Cordium be held responsible for the contents of such sites, or any subsequent links on and from such sites. Cordium 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.
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 Cordium’s Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
3 Park Avenue
New York, NY 10016
Cordium 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. CORDIUM 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. CORDIUM 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, CORDIUM 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 CORDIUM 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 CORDIUM, 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 CORDIUM 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.
Cordium may terminate, change, suspend or discontinue any aspect of the Web Site or the Web Site’s services at any time. Cordium 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. Cordium 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.
Cordium 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.
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.