Main Terms of Use

TO BE UPDATED: August 15, 2022

 

Thank you for your interest in Institutional Capital Network, Inc., and our affiliates and subsidiaries, including iCapital Securities, LLC, Axio Financial LLC and iCapital Advisors, LLC (collectively, “iCapital,” “we,” or “us”). iCapital owns, licenses, and operates certain websites, applications and platforms (each a “Site”) that are primarily intended to provide financial advisors, broker-dealers, wealth management organizations, certain investors and other investment professionals with the ability to access and use our financial products, tools, and services thereon (collectively, the “Financial Services”). By using the Site, you are entering into a legally binding agreement, and you hereby accept and agree to comply with these Terms of Service (“Terms”) . In the event of a conflict between the terms and conditions set forth in these Terms and any other terms, guidelines or rules that apply to any specific portion of the Financial Services (collectively, “Supplemental Terms”), the terms and conditions set forth in the Supplemental Terms shall supersede and control with respect to such conflict. For the avoidance of doubt, these “Terms” shall be interpreted to include any and all Supplemental Terms, unless expressly stated otherwise or context and usage should prevent such an interpretation. The term “you” means the person using the Site. For purposes of these Terms, iCapital and you may each be referred to as a “party” or collectively as the “parties.”

THESE TERMS GOVERN YOUR USE OF THE SITE INCLUDING ANY FINANCIAL SERVICE THEREON. PLEASE READ THESE TERMS CAREFULLY AS THEY SET FORTH EACH PARTY’S RIGHTS, OBLIGATIONS, AND LIABILITIES, INCLUDING YOUR WAIVER TO A RIGHT TO A JURY TRIAL.

WE RESERVE THE RIGHT TO UPDATE THESE TERMS AT ANY TIME BY POSTING AN UPDATED COPY OF THESE TERMS TO THE SITE. BY CONTINUING TO ACCESS AND USE THE SITE AFTER THE POSTING OF AN UPDATED COPY OF THESE TERMS, YOU AGREE TO THE UPDATED TERMS.

  1. General Information

Important information describing iCapital’s business operations, services, and fees can be found on the Security and Exchange Commission’s website. As required under the Investment Advisers Act of 1940, as amended, iCapital will provide its Form ADV disclosure brochure, which serves as the firm’s disclosure document, to all clients.

  1. The Site and Financial Services

2.1. The Site; Eligibility. The Site and each Financial Service offered thereon are offered and available only to individuals who are eighteen (18) years of age or older. By using the Site, you represent and warrant that you are of legal age to form a binding contract with iCapital and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site. You are permitted to use the Site only for your internal business or investment purposes, subject to the restrictions herein. Other than as expressly set forth in these Terms, no license or other rights in or to the Site are granted to you, and all such licenses and rights are hereby expressly reserved to iCapital. iCapital reserves the right, at any time and without notice to you, to modify, add, suspend, delete, or discontinue, temporarily or permanently, the Site, or any portion thereof, in its sole discretion, and you acknowledge and agree that iCapital will not be liable for any of the foregoing.

2.2 Financial Services. We offer certain Financial Services that provide information on alternative investment funds that are exempt from registration under the U.S. Securities Act of 1933, as amended. These Financial Services allow potential investors, including without limitation, institutions, pensions, foundations, endowments and high net- worth individuals, and financial advisors (“LP Users”), to review information on privately offered funds, to consummate investments in such funds, and to receive reporting with respect to those investments. These Financial Services further allow general partners or managers of private funds (“GP Users”) and transfer agent or administrator entities, or any other service providers engaged by GP Users or private asset funds (“Transfer Agents”) and such Transfer Agents’ respective authorized users, including, but not limited to, respective directors, officers, agents, principals, members, partners, employees, and stockholders (collectively, “TA Users,” and together with GP Users, LP Users and Transfer Agents, “Users”) to control and/or access the content presented on the Site with respect to funds managed or handled by such Users. Except with respect to funds sponsored, managed, and/or expressly distributed by an affiliate of iCapital, the funds described on the Site are not offered or sold through the Site, and investors may not acquire an interest in any such fund through the Site. Any such transaction may only occur between a prospective investor and a privately offered fund separate and apart from the Site. For access and use of the Site and the Financial Services described herein by Transfer Agents and TA Users, the Supplemental Terms set forth in the Transfer Agent Addendum shall apply to such Financial Services and are deemed a part of these Terms and incorporated herein.

  1. Registration; Delegation

3.1. Registration and Accounts. In order to access certain Financial Services on the Site, you must register with iCapital and create an iCapital account. When you register with iCapital, you must provide iCapital certain information (including personal information) and data. You acknowledge and agree that iCapital may use the personal information you provide to communicate with you, and such acceptable methods of communication with you include telephone, electronic communication (e.g., email), or text message. By registering with or using the Site, you hereby affirm that all information you provide to iCapital is true and correct to the best of your knowledge, information and belief. You further affirm that you have not omitted any material facts nor provided any intentionally misleading facts in the submission of information or documents to iCapital. You acknowledge that iCapital may record and monitor conversations between us to maintain or improve the quality of the Site and Financial Services, for issue resolution, or to promote and provide the Site and Financial Services. You are solely responsible for all activities conducted under your account or username, and you must take all necessary steps to ensure that your account, username, or password are not compromised. You may not assign, otherwise transfer or disclose your username, password, account or any information obtained from the Site to any other person or entity. You acknowledge that iCapital is not responsible for third-party access to your account that results from theft or misappropriation of your account. iCapital reserves the right to refuse or cancel service, terminate accounts where reasonably necessary to do so to protect iCapital’s legitimate interests, or remove or edit content in our sole discretion. You must immediately and without delay inform iCapital if your account has become compromised. iCapital may, at any time, change any account access protocols, or any username or password assigned by iCapital to you.

3.2. Delegate Authorization. If you delegate authority to an individual (your “Delegate”) to act on behalf of your account on this Site, you represent you have the legal right to do so, and you assume responsibility for any actions taken by such Delegate, including all investor representations and warranties in any submitted response or document and any breaches of these Terms herein. You agree that, to the maximum extent permitted by law, iCapital, its affiliates and their respective directors, officers, agents, principals, members, partners, employees, and stockholders (collectively, the “iCapital Parties”) shall have no responsibility or liability to you or any other party for any loss, liability, claim, demand, damage, cost or expense (including without limitation any attorneys’ fees or accountants’ fees or expenses or any investigatory or legal fees, or punitive, special or consequential damages) arising out of or relating to your Delegate’s actions on the Site or their use of your personal information.

3.3. Delegate Responsibility. If you are acting as a Delegate, you represent and warrant to iCapital that you are assuming responsibility for the actions you take on behalf of the account owner and agree to be bound these Terms. You agree that, to the maximum extent permitted by law, the iCapital Parties shall have no responsibility or liability to you or any other party for any loss, liability, claim, demand, damage, cost or expense (including without limitation any attorneys’ fees or accountants’ fees or expenses or any investigatory or legal fees, or punitive, special or consequential damages) arising out of your actions on the Site.

  1. User Data; Data Protection; Feedback

4.1. User Data. The term “User Data” means information (including personal information), data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or any third party acting on your behalf through the Site. As between iCapital and you, you own the User Data. You hereby grant to iCapital a worldwide, nonexclusive, transferable, sublicensable, royalty-free license to host, copy, transmit, display, and process the User Data as reasonably necessary for the purposes set forth in the iCapital Privacy Policy. You shall have sole responsibility for the accuracy, security, quality, and legality of the User Data; for the means by which you acquired such User Data; and, for the right to provide the User Data to iCapital for the purposes of these Terms (including ensuring the receipt of all permissions from individuals and other third parties as may be necessary in order to provide the User Data for the purposes contemplated in these Terms). You further grant iCapital the right to anonymize and aggregate User Data so that it does not identify you or any other person (“Deidentified Data”) and to use such Deidentified Data for any lawful purpose.

4.2. Privacy Notice. The parties each acknowledge and agree that User Data may contain personal information and that iCapital may collect, use, disclose, transfer, or otherwise process such personal information in accordance with the iCapital Privacy Policy and iCapital Privacy Notice for U.S. Investors (Gramm-Leach Bliley Act), in each case, as may be amended from time to time. You also understand and acknowledge that information you provide on the Site, including personal information, will be viewable by, or otherwise provided to, anyone with whom you provide access, such as a Delegate, an additional signer or additional account holder, or the recipient of a group email address. To the maximum extent permitted by law, You agree that the iCapital Parties shall have no responsibility or liability to you or any other party for any loss, liability, claim, demand, damage, cost or expense (including without limitation any attorneys’ fees or accountants’ fees or expenses or any investigatory or legal fees, or punitive, special or consequential damages) arising out of or relating to the sharing of your personal information with such parties.

4.3. User Data Obligations. You are permitted, and hereby agree, to only provide User Data to iCapital if such User Data is accurate, reliable, and relevant to our relationship and only to the extent such disclosure will not violate any applicable law, statute, or regulation or infringe upon a person’s data privacy rights or privileges. IF YOU PROVIDE USER DATA (INCLUDING PERSONAL INFORMATION THEREIN) TO ICAPITAL, YOU EXPRESSLY REPRESENT AND WARRANT TO ICAPITAL THAT YOU HAVE THE FULL RIGHT AND AUTHORITY TO PROVIDE ICAPITAL WITH SUCH USER DATA (INCLUDING PERSONAL INFORMATION THEREIN) AND THAT ICAPITAL’S USE AND PROCESSING OF USER DATA AS SET FORTH HEREIN WILL NOT VIOLATE ANY PERSON’S RIGHTS OR PRIVILEGES, INCLUDING RIGHTS TO PRIVACY. YOU HEREBY AGREE TO FULLY AND COMPLETELY INDEMNIFY AND HOLD HARMLESS ICAPITAL PARTIES FOR ANY CLAIMS, HARM, OR DAMAGES THAT MAY ARISE FROM YOUR PROVISION OF USER DATA (INCLUDING PERSONAL INFORMATION THEREIN) TO ICAPITAL.

4.4. Feedback. To the extent you provide any suggestions for modification or improvement or other comments, code, information, know-how, or other feedback (whether in oral or written form) relating to the Site or a Financial Service (“Feedback”), your hereby grant to iCapital a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use and commercially exploit the Feedback in any manner iCapital sees fit without accounting or other obligation. For the avoidance of doubt, Feedback is considered iCapital’s data (and not User Data).

  1. Data Providers; Subcontractors

5.1. Data Providers. Certain information on the Site has been provided by third-party data providers (“Data Providers”). Information obtained from a Data Provider is marked to indicate which Data Provider provided the relevant information. By agreeing to these Terms, you agree (i) to waive any claim against iCapital Parties and the Data Providers arising out of or related to the Content (as defined below), (ii) that you have no direct contractual privity with any Data Provider, and (iii) that you will treat all such information and data provided by a Data Provider as strictly confidential and not disclose any such data to any third party.

5.2. Subcontractors. iCapital may subcontract (whether under an existing or new contract between iCapital and a third party) any part of the Site, including the development, operation and maintenance of the Site and the collection, retention, and processing of User Data.

  1. Prohibited Activity; Acceptable Use

6.1.  General Restrictions. By accessing the Site, you agree that you will not, directly or indirectly, undertake (or cause a third party to undertake) any of the following: (i) use the Site in violation of these Terms; (ii) copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so; (iii) sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Site in any way; (iv) use or launch any automated system that accesses the Site in a manner that sends more request messages to iCapital’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; (v) use the Site in any manner that damages, disables, overburdens, or impairs any website or interferes with any other party’s use and enjoyment of the Site; (vi) mirror or frame the Site or any part of it on any other web site or web page; (vii) attempt to gain unauthorized access to the Site or access the Site by any means other than through the interface that is provided by iCapital for use in accessing the Site; (viii) use the Site for any purpose or in any manner that is prohibited by these Terms; (ix) use the Site in any manner that may violate patent, copyright, trademark, and other laws; and (x) use the Site for any purpose or in any manner that is unlawful.

6.2. Acceptable Use. Without limiting Section 6.1 of these Terms or any other provision herein, you further agree that you will not, directly or indirectly, use the Site (or cause a third party to use the Site) in a manner that (i) is threatening, abusive, harassing, stalking, or defamatory; (ii) is deceptive, false, misleading or fraudulent; (iii) is invasive of another’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity) or inputs vulgar, obscene, indecent or unlawful material into the Content; (iv) infringes a third party’s intellectual property right(s); (v) uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer; (vi) downloads any file that you know, or reasonably should know, cannot be legally distributed in that way; (vii) falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file or Content that is uploaded to the Site; (viii) restricts or inhibits any other user of the Site from using and enjoying it; (ix) is legally actionable between private parties; and (x) encourages, promotes, facilitates or instructs others to engage in illegal activity, or promotes, encourages, or facilitates hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law.  You agree that you will not take any of the following actions: willfully tamper with the security of the Site or tamper with any customer accounts related thereto; access data on the Site that is not intended for you; log into a server or account that you are not authorized to access; attempt to probe, scan or test the vulnerability of the Site or to breach the security or authentication measures without proper authorization; willfully render any part of the Site unusable; or lease, distribute, license, sell or otherwise commercially exploit the Site.

  1. Intellectual Property

7.1.      Intellectual Property Rights. All content (except User Data) included on the Site, such as text, graphics, logos, images, as well as the compilation thereof, all iCapital marks associated with the site, all data collected by iCapital, the computer programs developed by iCapital or its personnel, all other iCapital materials, information, software, specifications, APIs, know-how, methodologies and other works of authorship, and all intellectual property rights in the foregoing and any software used on the Site or otherwise accessible via the Financial Services (collectively, “Content”), is the property of iCapital, the Data Providers or other third parties with whom iCapital does business and is protected by copyright and other laws that protect intellectual property and proprietary rights, including trademark and copyright laws. For the avoidance of doubt, the Site, including Content, is based upon proprietary technology of iCapital, and the Site, including all intellectual property rights in the Site, belongs to and is the property of iCapital and/or its licensors (if any). iCapital or its licensors own and retain all copyrights in the Content. Except as specifically permitted by these Terms, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Site, in whole or in part, by any means. The logos and designs associated with this Site and in the Content, and other marks used by iCapital from time to time are trademarks and the property of iCapital or its licensors. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained on the Site or in any such Content and will not make any changes thereto. To the extent you create any derivatives to or of any Content, you hereby assigns to iCapital all right, title and interest in and to such derivatives and all intellectual property rights in the foregoing. No right, title or interest in or to any iCapital property is granted, transferred or otherwise provided by these Terms.

7.2. Notice. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to iCapital’s designated agent. ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. iCapital respects the intellectual property of others, and we ask you to do the same. iCapital will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, iCapital will act to remove or disable access to any Content or other material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to Content or material that is found to be infringing. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide notice to iCapital. To be effective, your notice must include ALL of the following: (i) a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and email address and all other information reasonably sufficient to permit iCapital to contact you; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and, (vi) a statement by you, made under penalty of perjury, that this information is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. All such notices of claimed copyright infringement should be directed to [email protected] (with “Notice of Infringement” in the subject line).

  1. Other Representations, Warranties and Covenants

You hereby represent, warrant and covenant to iCapital that you, at all times, shall (i) maintain in full force and effect all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental authorities, and all necessary rights, licenses and permits from other parties, to agree to these Terms and engage in the activities contemplated by these Terms.

  1. Securities Products

9.1. Disclaimer. None of the information contained in the Site constitutes a recommendation, solicitation or offer by iCapital or its affiliates to buy or sell any securities or other financial instruments or provide any investment advice or service. The information contained in the Site has been prepared without reference to any particular individual’s investment requirements or financial situation. The information and Financial Services provided on the 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 iCapital is not authorized to provide such information or services. Some products and services described in the Site will not be made available in all jurisdictions and to all potential users.

9.2. Private Securities. You understand that the Site contains information about private securities and you will not (i) solicit any offer to buy or offer to sell or make available interests or shares in any security (a) in any manner which would be inconsistent with applicable laws, statutes, and regulations, or with the procedures for solicitations contemplated in the confidential offering memorandum of that applicable security or (b) by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television, radio, website (excluding the Site and in such case only in accordance with the terms hereof) or by seminar or meeting whose attendees have been invited by general solicitations or advertising, or (ii) take any other action that would cause the sale of interests or shares in any security to fail to qualify for the exemption under Section 4(a)(2) of the U.S. Securities Act of 1933.

  1. Links to Third-Party Sites

10-.1. Linked Sites. The Site may contain links to other websites (“Linked Sites”), which may or may not be under the control of iCapital. For the avoidance of doubt, iCapital is not responsible for the contents of any Linked Site that is owned or operated by a third party (“Third-Party Links”). iCapital provides any Third-Party Links to you only as a convenience, and the inclusion of the same does not imply endorsement by iCapital or any association with its operators.

10.2. Third-Party Accounts. You may be able to connect your iCapital account to third-party accounts. By connecting your iCapital account to your third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third-party sites).

  1. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless iCapital Parties and Data Providers for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of (i) your use of or inability to use the Site (other than to the extent resulting from iCapital’s gross negligence, fraud or willful misconduct), (ii) your unauthorized use of personal information derived from, or provided to, the Site, (iii) any act of negligence, willful misconduct, fraud or bad faith by you, (iv) your violation of these Terms or your violation of any rights of a third party, (v) your violation of any applicable laws, statutes, and regulations, (vi) your provision or use of User Data, or (vii) in the case of a financial advisor and other intermediary users, any claim by your client or any other third party with respect to a security offered on the Site arising out of your actions. iCapital reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with iCapital in asserting any available defenses.

  1. Disclaimer; Limitation of Liability

12.1. GENERAL. BY USING THE SITE, YOU AGREE THAT THE INFORMATION AND CONTENT CONTAINED THEREIN IS ONLY FOR YOUR GENERAL INFORMATION AND USE AND IS NOT INTENDED AS A RECOMMENDATION OF ANY SECURITY OR FUND DESCRIBED THEREIN, AN OFFER OF ANY SECURITY OR FUND, OR AN INVITATION FOR AN OFFER. IN PARTICULAR, THE CONTENT DOES NOT CONSTITUTE ANY FORM OF ADVICE, RECOMMENDATION, REPRESENTATION, ENDORSEMENT OR ARRANGEMENT BY ICAPITAL OR ANY OF ITS EMPLOYEES AND IS NOT INTENDED TO BE RELIED UPON BY YOU IN MAKING (OR REFRAINING FROM MAKING) ANY SPECIFIC INVESTMENT OR OTHER DECISIONS. YOU SHOULD CONSULT YOUR OWN PROFESSIONAL TAX, LEGAL AND OTHER APPROPRIATE ADVISORS BEFORE MAKING ANY SUCH DECISION. ANY AGREEMENTS, TRANSACTIONS OR OTHER ARRANGEMENTS MADE BETWEEN YOU AND ANY THIRD PARTY NAMED ON (OR LINKED TO OR FROM) THE SITE ARE AT YOUR SOLE DISCRETION AND RESPONSIBILITY. BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS.

12.2. NO LIABILITY. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICAPITAL AND ICAPITAL PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOSSES THAT RELATE TO YOUR BUSINESS OR INVESTMENT CHOICES INCLUDING LOST PROFITS OR LOSS OF PRIVACY OR LOSS OF OR DAMAGE TO DATA, OR ANY IMPROPER USE OR IMPROPER DISCLOSURE OF INFORMATION CAUSED BY YOU OR DELEGATES OR ANY PERSON USING YOUR, AN AUTHORIZED USER’S, OR DELEGATE’S LOGIN CREDENTIALS. ICAPITAL CANNOT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE OR OF THE INTERNET, OR FOR MISUSE OF ANY ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE SITE.

12.3. NO WARRANTIES. YOU ACCEPT THAT, EXCEPT WHERE REQUIRED BY LAW, WE DO NOT GIVE ANY WARRANTIES WITH RESPECT TO THE SITE OR ANY CONTENT. ICAPITAL HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS OR DUTIES OF EVERY NATURE WHATSOEVER (EXCEPT TO THE EXTENT THAT SUCH WARRANTIES CANNOT BE WAIVED UNDER APPLICABLE LAW), INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, ANY EXPRESS OR STATUTORY WARRANTIES, AND ANY WARRANTIES OR DUTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, PERFORMANCE, AVAILABILITY, LACK OF NEGLIGENCE OR OF WORKMANLIKE EFFORT. NEITHER DO WE PROVIDE ANY WARRANTY THAT THE SITE IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES (EXCEPT WHERE REQUIRED BY LAW). YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE SITE MAY NOT MEET YOUR REQUIREMENTS, MAY NOT BE COMPATIBLE WITH ANY PARTICULAR INFORMATION SYSTEM, AND MAY NOT RESULT IN ANY ACTUAL BUSINESS OPPORTUNITIES, REVENUE OR SAVINGS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE SITE MAY NOT BE CONTINUOUSLY AVAILABLE AND MAY CONTAIN ERRORS, BUGS, MALICIOUS CODE, AND OTHER DEFECTS THAT MAY NOT BE CORRECTED AND THE CONTENT MAY NOT BE ACCURATE, TIMELY OR COMPLETE. THE SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICAPITAL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, VIRUSES, LOSS OR COMPROMISE TO USER DATA, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THE ENTIRE RISK AS TO THE USE OF THE SITE IS ASSUMED BY YOU. NOTHING IN THIS CLAUSE EXCLUDES ANY STATUTORY WARRANTIES OR GUARANTEES THAT YOU MAY HAVE UNDER APPLICABLE LAWS.

12.4. Other Exclusions. In addition to but separate from the above specific exclusions and to the full extent allowed by applicable law, you also agree that iCapital will not be liable to you for any other indirect, special, consequential incidental, punitive or exemplary damages whatsoever that arise out of or are related to your use of the Site. Further, iCapital is not liable for any Force Majeure event. We do not control telephones, third-party communications networks (including your Internet Service Provider) or the Internet or the acts of third parties, and you agree that we can therefore not be liable for any problem experienced by you on account of faults and failures in such systems. “Force Majeure” shall mean any cause or causes beyond the reasonable control of iCapital (which include but are not limited to strikes, riots, war, acts of God, invasion, fire, explosion, floods, epidemics, pandemics, public health crises, and acts of government or governmental agencies or instrumentalities).

  1. Geographic Restrictions

iCapital is based in the State of New York in the United States. We make no claims that the Site or any Content is accessible, lawful, or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

  1. Assignment

Neither party may assign these Terms or otherwise transfer any right or obligation under these Terms, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign these Terms in their entirety to an acquirer of all or substantially all of the assets or equity of such party to which these Terms relate, whether by merger, asset sale, or otherwise, provided that, in the event of an assignment by you, all fees then due and payable to iCapital have been paid. Any attempt by a party to assign or transfer its rights or obligations under these Terms other than as permitted by this Section 14 shall be void and of no effect. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

  1. Communications; Notice

Visiting the Site or sending emails to iCapital constitutes electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing. All notices and communications with respect to these terms shall be sent to iCapital at the following: iCapital Network, Inc., ATTN: LEGAL, 60 East 42nd Street, 26th Floor, New York, New York 10165.

  1. Miscellaneous

iCapital reserves the right, in its sole discretion, to terminate your access to the Site or any portion thereof at any time, without notice, where it is reasonably necessary to do so to protect iCapital’s legitimate interests. To the maximum extent permitted by law, these Terms are governed by the laws of the State of New York, and you hereby consent to the exclusive jurisdiction and venue of courts in New York in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF THESE TERMS CONTEMPLATED HEREBY OR THEREBY. You agree that no joint venture, partnership, employment, or agency relationship exists between you and iCapital as a result of these Terms or use of the Site. If any provision of these Terms is determined to be invalid or unenforceable pursuant to applicable laws, statutes, and regulations, such provision shall be deemed deleted from these Terms, but such deletion shall not affect the enforceability of any other provision in these Terms. These Terms, including any addenda hereto, as applicable, constitute the entire agreement between you and iCapital with respect to the Site and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and iCapital with respect to the Site.