Terms and Conditions
Terms and Conditions of Use:
The information contained on this Apex Funds 24/7 website (the "Website") is intended solely for the use by an investment fund (a "Fund") administered by Apex Fund Services Ltd. or one of its subsidiaries or affiliates ("Apex"), an investor of such Fund, if applicable (an "Investor") and the duly authorized employee, agent and legal representative of a Fund or an Investor (an "Authorized User"). These Terms and Conditions govern the use of the Website by the Authorized User. Apex reserves the right to amend these Terms and Conditions at any time and from time to time. If the Authorized User uses the Website after the amendments have been posted, the Authorized User will be deemed to have agreed to the amended Terms and Conditions.
The information provided on this Website is in line with the Administration Agreement between the Fund and Apex, the Investor’s consent, the Fund’s offering documents and applicable laws and regulations. This Website is securely maintained and password protected. Apex shall use its best efforts to keep the information on the Website secured and password protected. It is the policy of each Fund to make such information available to Investors solely in the electronic form contained on this Website unless an Investor specifically requests, in a timely and efficient manner, an alternative delivery method and the Fund agrees to provide such delivery.
Apex shall provide the Authorized User with a user name and password for this Website by certified post to the registered address of the Authorized User. For the avoidance of doubt, the access to the Website provided to the Investors is the result of the instructions provided by the Fund to Apex. Each user name and corresponding password can only be used by one Authorized User. Each Authorized User is solely responsible for the confidentiality and use of its user name and password, as well as for any use, misuse or communications entered through the Website using its user name and password and Apex reserves the right to delete or change one or both of them at any time and for any reason. The Authorized User agrees to discontinue use of the website if requested, for any security reasons cited by Apex.
The Authorized User agrees that it is responsible for the means it uses to access the Website and all costs associated therewith. The Authorized User understands that Apex is not responsible for the performance of the Authorized User’s hardware, software, the internet, the internet service provider and other third parties involved in connecting the Authorized User to the Website.
The Authorized User agrees to access and use the Website only in connection with the proper purposes of these Terms and Conditions. The Authorized User shall not (i) permit any third party to use the Website, (ii) sell, rent, license or otherwise use the Website in the operation of a service bureau or for any purpose other than as expressly authorized under these Terms and Conditions, (iii) use the Website for any fund, trust or other investment vehicle without Apex prior written consent, or (iv) allow or cause any information transmitted from Apex databases, including data from third party sources, available through use or the Website, to be published, redistributed or retransmitted for other than use for or on behalf of the Authorized User or as necessary to comply with legal and regulatory obligations.
The Authorized User shall not modify the Website in any way, enhance or otherwise create derivative works based upon the Website, nor will the Authorized User reverse engineer, decompile or otherwise attempt to secure the source code for all or any part or the Website.
Actual or attempted unauthorized use of the Website may result in criminal and/or civil prosecution. Apex reserves the right to view, monitor and record activity on the Website without notice or permission from the Authorized User. Any information obtained by monitoring, reviewing or recording is subject to review by law enforcement organization in connection with investigation or prosecution of possible illegal activity on the Website. Apex will also comply with all court orders as well as all law enforcement and regulatory inquiries involving requests for such Information.
Apex reserves the right, in its sole discretion, to restrict, suspend, or terminate this agreement and the Authorized User’s access to all or any part of the Website, at any time and for any reason without prior notice or liability. Apex reserves the right to change, suspend, or discontinue all or any part or this Website at any time without prior notice or liability. The Authorized User may terminate this agreement at any time upon the provision of written notice to Apex. The Authorized User’s access to the Website will be terminated on receipt of the Authorized User’s notice of termination.
These Terms and Conditions are governed and construed in accordance with the laws of Bermuda and the parties submit to the exclusive jurisdiction of the Bermuda courts.
All content of the Website is owned by Apex. Content may not be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work, or otherwise used for public or commercial purposes without the express written consent of Apex.
All trademarks, service marks, trade names and logos appearing on the Website are the property of their respective owners. The Authorized User expressly acknowledges and agrees that the use and storage of any information available through use of this Website is at the sole risk and responsibility of the Authorized User.
While Apex endeavors to provide accurate and up-to-date information on this Website, errors may occur and information may become out of date. Apex does not guarantee the accuracy, completeness, or timeliness of the information available on this Website. Apex may in its discretion make improvements or correct any error or omission in any portion of such information without notice or liability to Authorized Users or to any other person. Information contained in this Website is therefore subject to change at any time without notice.
Apex and the Authorized User recognize that the internet is inherently insecure, and that data can become corrupted or lost, communications are not always delivered promptly (or at all), and that other methods of communication may be appropriate. Electronic Communications are also prone to contamination by viruses. Apex and the Authorized User will be responsible for protecting their own systems and interest and, to the fullest extent permitted by law, will not be responsible for any loss, damage or omission in any way arising from the use of the internet, even if Apex or its representatives are advised of the possibility of such losses, damages, omissions or expenses.
Where the failure arising from the use of the internet makes it unfeasible for the Authorized User to access the Website for more than forty eight (48) hours, the Authorized User shall send a written notice to Apex as promptly as possible. Apex may send the information to the personal electronic mail of the Authorized User, considering the particular circumstances.
Apex shall not be liable for any damages, losses or expenses arising from the use or inability to use the Website or the information contained in the Website, or any error, omission, interruption, defect, delay, computer virus, system failure, loss of data, loss of programs or any other pecuniary loss arising out of or in any way connected with the use of the Website, even if Apex or its representatives are advised of the possibility of such damages, losses or expenses. Apex shall not be liable for any direct, indirect, special, incidental, consequential or punitive damage or loss howsoever arising.
Apex shall not be held liable for any loss, damage or omission in any way arising in cases where an Authorized User runs a report with a date range that goes beyond the latest locked NAV date and as a result, obtains data that is incomplete, inaccurate or not finalised.
The Authorized User releases and forever waives any and all claims it may have against Apex, its directors, officers, employees, agents and suppliers for losses or damages sustained by the Authorized User in connection of its use of the site. Any material downloaded or otherwise obtained through the site is done at the discretion and risk of the Authorized User who is solely responsible for any damage to its computer or other electronic system or loss of data that results from the download of any such material.
As a condition of the use of the Website, the Authorized User agrees to indemnify and hold Apex and its officers, directors, trustees, employees and agents harmless from and against any and all claims, losses, liability, cost and expenses (including but not limited to attorneys’ fees) arising from the use of the Website by the Authorized User or from the violation of these Terms and Conditions by the Authorized User.
The Website and the databases, computer programs, screen formats, report formats, interactive design techniques, formulas, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Authorized User through use of the Website and all copyrights, patents, trade secrets and other proprietary rights related thereto are the exclusive, valuable and confidential property of Apex and its relevant licensors (the "Proprietary Information"). The Authorized User agrees to keep the Proprietary Information confidential and to limit access to those who require access to the Website for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.
The Authorized User consents that Apex collects its personal data (including such data supplied during the registration of a Fund administered by Apex), consents that Apex uses such data for the purpose of the provisions of services under Apex 24/7 and consents that Apex shares such data where necessary with affiliates and third party for such purposes. The Authorized User further acknowledges that such affiliates and third parties may be established outside of the European Union, in countries that do not provide legal protection of personal data equivalent to those laid down in the DIRECTIVE 95/46/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL as may be amended from time to time. The Authorized User has the right to access and request rectification of its personal data in case where such data is inaccurate and incomplete. The Authorized User has the right to object to the use of its personal data for marketing purposes and may exercise such right by serving written notice to Apex. The personal data of the Authorized User shall not be held for longer than necessary with regard to the purpose of the data processing and legal periods of limitation shall be observed.