TERMS OF USE

LAST UPDATED: NOV 19, 2020

 

THIS WEBSITE, INCLUDING ANY HYPERLINKED OR SUBDOMAIN WEBSITES, AND ANY MATERIAL, PRODUCTS, SOFTWARE, OR DATA PROVIDED TO YOU ON, FROM, OR THROUGH THE SITE (COLLECTIVELY, THE “SITE”), OR ANY SERVICES PROVIDED TO YOU ON, FROM, OR THROUGH THE SITE (COLLECTIVELY, THE “SERVICES”) ARE PROVIDED SUBJECT TO YOUR COMPLIANCE WITH THE TERMS AND CONDITIONS (“TERMS”) SET FORTH BELOW.

PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. YOUR CONTINUED USE OF THIS SITE OR THE SERVICES WILL INDICATE YOUR AGREEMENT TO BE BOUND BY THE TERMS SET FORTH BELOW, AS WELL AS [iCAPITAL ADVISORS LLC]’S PRIVACY POLICY WHICH CAN BE FOUND AT PRIVACY POLICY AND WHICH IS INCORPORATED HEREIN BY THIS REFERENCE (“PRIVACY POLICY”). IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR THE PRIVACY POLICY, PLEASE DO NOT USE THE SITE OR THE SERVICES.

THIS SITE AND THE SERVICES ARE PROVIDED FOR FINANCIAL PROFESSIONALS ONLY AND ARE NOT INTENDED FOR INDIVIDUAL INVESTOR USE. CERTAIN CHARTS UTILIZE SIMULATED RETURNS ASSOCIATED WITH PROPRIETARY RISK FACTORS WHICH HAVE BEEN CREATED USING VARIOUS INDICES AND PROPRIETARY MULTI-FACTOR ANALYSIS, AND THEREFORE DOES NOT REFLECT ACTUAL PERFORMANCE. HYPOTHETICAL PERFORMANCE IS BEING SHOWN FOR ILLUSTRATIVE PURPOSES ONLY AND HAS INHERENT LIMITATIONS INCLUDING THE BENEFIT OF HINDSIGHT, AND MAY NOT REFLECT THE EFFECT THAT MATERIAL ECONOMIC AND MARKET FACTORS WOULD HAVE HAD ON ACTUAL INVESTMENT DECISIONS. HYPOTHETICAL PERFORMANCE IS UNAUDITED AND SUBJECT TO CHANGE.  THERE CAN BE NO ASSURANCE ANY SUCH HYPOTHETICAL PERFORMANCE WILL ULTIMATELY BE REALIZED.   THE ACTUAL RESULTS DEPEND ON A VARIETY OF FACTORS WHICH MAY BE OUTSIDE THE CONTROL OF ICAPITAL ADVISORS LLC.  NO REPRESENTATION IS BEING MADE AS TO THE LIKELIHOOD THAT SUCH HYPOTHETICAL RETURNS WILL BE ACHIEVED.  PLEASE REFER TO THE DISCLOSURE AT THE BOTTOM OF THE WEBSITE PAGE. BY UTILIZING THIS WEBSITE, YOU ACKNOWLEDGE YOU ARE AN INSTITUTIONAL INVESTOR, INCLUDING DULY REGISTERED INVESTMENT ADVISERS  OR BROKER-DEALER OR APPROPRIATELY LICENSED REPRESENTATIVE OF A REGISTERED INVESTMENT ADVISER OR BROKER-DEALER.

 

  1. General Information

This website is operated by Institutional Capital Network, Inc., which is the parent company of iCapital Advisors, LLC (together with its affiliates, “iCapital,” “we,” or “us”). iCapital is an investment advisor firm located in New York, New York and registered with the Securities and Exchange Commission (“SEC”).  Important information describing iCapital’s business operations, services, and fees can be found on the SEC’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..

This Site is published in the United States for residents of the United States only. iCapital is not soliciting business in international jurisdictions where it is not registered.

  1. Restrictions on Use

All content and pages within the Site and all Services are the property of iCapital and/or its affiliates. The Site and the Services are protected by federal and international copyright and trademark laws. No portion of the content or materials on the Site may be reprinted, republished, modified, or distributed in any form without the express written permission of iCapital. The Site and Services are for your own personal use or the internal use of your business. You shall keep intact any proprietary notices (including copyright notices) contained on any downloaded materials and shall comply with any applicable end user license agreements. Nothing in these Terms or otherwise in connection with the Site or the Services gives you a right to use the iCapital name or any of the trademarks, logos, domain names, and other distinctive brand features of iCapital or its affiliates. All right, title, and interest in and to the Site and the Services are and will remain the exclusive property of iCapital and/or its affiliates. Any feedback, comments, or suggestions you may provide regarding the Site or the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

You agree not to circumvent, disable, or otherwise interfere with any security-related features of the Site or Services, or any features that prevent or restrict use or copying of any Site content or enforce limitations on use of the Services or the Site content. You further agree that any content you submit to the Site will not contain third party copyrighted material or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to submit the material and to grant iCapital all of the license rights granted herein.

Any rights not expressly granted by these Terms or any applicable end user license agreements are reserved by iCapital.

  1. Fees

[iCapital may charge fees in connection with the use of the models on the Site, as separately agreed pursuant to the Terms of Use of the relevant model(s).  In addition, the models on the Site may include iCapital funds, some of which will pay fees and/or reimburse expenses to iCapital for providing management, administrative, or other services.  Unless otherwise explicitly agreed, any fees charged in connection with the use of the models on this Site will not be reduced by any fees or other compensation or reimbursed expenses paid to iCapital for providing management, administrative, or other services to iCapital funds in which a client of yours may invest.]

  1. No Warranty and Other Disclaimers

THE SITE, INCLUDING ANY MATERIALS, CONTENT, OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE OR THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, iCAPITAL, ITS AFFILIATES, EMPLOYEES, AND AGENTS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ANY OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THIS SITE, MATERIAL, CONTENT, OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR THE SERVICES. YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH THIS SITE OR THE SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.

Although iCapital attempts to ensure the integrity and accurateness of this Site and the Services, it makes no guarantees whatsoever as to the correctness or accuracy of this Site or the Services. It is possible that this Site or the Services could include inaccuracies or errors, and that unauthorized additions, deletions and alterations could be made to this Site or the Services by third parties. In the event that an inaccuracy arises, please inform iCapital so that it can be corrected. Information contained on this Site or the Services may be changed or updated without notice.

iCapital and its affiliates make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Site or Services; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site or Services; (iii) the deletion of, or the failure to store or to transmit, any Site content and other communications maintained by the Services; and (iv) whether the Site or Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from iCapital or its affiliates or otherwise through the Services, will create any warranty or representation not expressly made herein.

The Site and the Services are intended to provide certain analytics and comparative charts as a tool for financial professionals to evaluate securities and portfolios as they relate to representative risk factors. The functionality, charts, and analytics provided on the Site and/or as a part of the Services are intended for illustrative purposes only. Any analysis provided is not intended to meet the investment objectives or needs of specific individuals or accounts, and it is not intended for individual investor distribution. Accordingly, nothing on this Site or the Services should be constructed as a solicitation, offer, or recommendation to acquire or dispose of any investment or to engage in any other transaction, and nothing contained therein constitutes investment advice. iCapital and its affiliates do not render or offer to render personal investment advice or financial planning advice through this Site or the Services. iCapital’s specific advice is given only within the context of our written contractual agreements with each iCapital client.

Nothing in this Agreement or the arrangements contemplated by it will be deemed to create a contractual, fiduciary, investment advisory, brokerage or other relationship between any client of yours and iCapital for any purpose, including under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Securities Exchange Act of 1934, as amended, or other applicable laws, rules or regulations.

You will manage the account of each of your clients: (i) in accordance with your own judgment and the exercise of investment discretion; and (ii) in accordance with any agreements between you and the client and all applicable, laws, rules and regulations.  iCapital will have no obligation to supervise or monitor any advice or other services provided by you to your clients.

All investments involve risk and may lose value. The value of an investment can go down depending upon market conditions. Model performance does not reflect the results of actual trading and may not reflect the impact that material economic and market factors might have had on iCapital’s decision-making if actually managing a client’s money.  The investments made by the investment funds and other products included in any model portfolio were not made in the context of a single investment program with coordinated objectives, guidelines, and restrictions.  Accordingly, there can be no assurance that an investment in the investment funds or products included in any model portfolio would produce the results indicated. BEFORE PURCHASING THE SHARES OF ANY INVESTMENT FUND, READ THE FUND’S PROSPECTUS OR OFFERING MATERIALS.

iCapital’s Conflicts of Interest.  You understand and acknowledge that the model portfolios may include, or consist exclusively of, products advised by iCapital and, accordingly, iCapital has a conflict of interest, as an investment in such iCapital products or funds will increase compensation to iCapital.  iCapital has an incentive to provide model portfolios that contain iCapital funds or products that would result in higher levels of compensation being paid to iCapital than other funds or products not advised by iCapital or for which iCapital would charge lower fees or expenses.  You acknowledge and agree that you will exercise your own judgment with respect to any investment recommendation or decision and, in your sole discretion, may include in any model portfolio products that are not advised by iCapital and/or deviate from any model portfolio in making investment recommendations or decisions on behalf of your clients.

  1. Use of Your Information

By submitting Content to the Site or in connection with the Services, you acknowledge and agree that you grant iCapital and its affiliates permission to contact you by telephone, email, address, or other means provided, and you affirmatively consent to being contacted by iCapital or its affiliates.

By providing any information, material, or data (“Content”) to iCapital or its affiliates on or through the Site, you grant iCapital and its affiliates an unrestricted, irrevocable, perpetual, world-wide, royalty free license (with the right to sublicense) to use, process, reproduce, display, aggregate, modify, adapt, transmit, publish, and distribute such Content, and you also agree that iCapital and its affiliates are free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. iCapital or its affiliates may maintain a database in which Content or metadata that you provided is stored. You agree that iCapital and its affiliates may reformat, extract, adapt or translate any such Content or metadata.

This license authorizes us to make your Content available to the public or other third parties subject to these Terms and the Privacy Policy. Notwithstanding the foregoing, although iCapital and its affiliates intend (through and in connection with the “iCapital FactorE” platform) to use Content received from users of “iCapital FactorE” platform in an aggregated manner, such aggregated Content will NOT, and iCapital and its affiliates will NOT otherwise, make any nonpublic personal information, individual model portfolios, or specifically identifiable asset allocations uploaded to or otherwise input into the “iCapital FactorE” platform available to the public or any third party other than iCapital and its affiliates.

You understand that we may modify or adapt your Content as it is distributed, syndicated, published, or broadcast by iCapital or its affiliates, and/or make changes to your Content in order to aggregate or adapt the Content to different media. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

  1. Confidential and Proprietary Information

iCapital and its affiliates do not want to receive confidential or proprietary information from you through this Site or through the Services. Please note that any information or material sent to iCapital or its affiliates through this Site will be deemed NOT to be confidential. Notwithstanding the foregoing, iCapital and its affiliates will only use Content you provide in the manner provided in these Terms and will only disclose nonpublic personal information obtained through the Site or the Services as provided in the Privacy Policy or otherwise required under law.

  1. Trademark Notice


is the logo, trademark, and service mark of iCapital. All other trademarks, service marks and logos used in this Site or the Services are the trademarks, service marks or logos of their respective owners.

  1. Indemnity

You agree to indemnify and hold iCapital, its directors, fund directors, officers, employees, affiliates, agents, partners, members, contractors, licensors, suppliers and service providers harmless with respect to any and all suits, claims, demands, liabilities, losses, obligations, damages, costs and expenses (including but not limited to, reasonable attorney’s fees and other legal expenses) arising out of, or alleged to arise out of, or related to:  (i) your breach of this Agreement, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; (ii) your use or misuse of the Site (or any portion thereof), including your use, or provision to third parties (including any Client) of any information, analysis, reports or other materials derived from, generated by or exported from the Site; (iii) the models or any or all of the funds included in the models; (iv) your use of the models and any related materials; or (v) your client’s use of the models or any related materials.  Furthermore, iCapital shall have the right to injunctive relief to enforce its rights hereunder, for which you waive the requirement, if any, to post any bond, or similar requirement.

  1. Choice of Law and Venue

These Terms are entered into in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, exclusive of its choice of law rules. Each party to these Terms submits to the exclusive jurisdiction of the state and federal courts sitting in the County of New York in the State of New York, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. You agree that the Site shall be deemed a passive website that does not give rise to personal jurisdiction over iCapital or its affiliates, either specific or general, in any jurisdictions other than New York. In the event that any of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect. No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and the failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

  1. Entire Agreement

These Terms and the Privacy Policy constitute the entire agreement between you and iCapital and its affiliates pertaining to the subject matter of this Site and the Services, except at may be modified by execution of an investment management agreement or other subsequent agreement between such parties. In its sole discretion, iCapital may modify these Terms by posting the revised version on this Site and you agree that each visit by you to the Site is a new transaction governed by the Terms linked on the Site at that time. Although we may attempt to notify you when major changes are made to these Terms, you should periodically review these Terms to ensure you agree to the most up-to-date version. Nothing in these Terms shall be deemed to confer any third-party rights or benefits to anyone other than iCapital and its affiliates. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by iCapital without restriction.