Terms of Use Agreement

The HighVista Strategies LLC (“HighVista” or “we”) Site www.highvistastrategies.com (the “Site“) constitutes copyrighted works belonging to HighVista (the “Company,” “we,” or “us”).  Your use of the Site is subject to the following terms and conditions (these “Terms”), as set forth in this Terms of Use Agreement (this “Agreement”), as well as the HighVista Privacy Policy (the “Privacy Statement”), which is hereby incorporated in this Agreement.  By using or accessing the Site, you accept and agree to be bound by these Terms.  The Site is provided for the information and convenience of users (“You”) and to support HighVista’s objectives.

1. No Offer or Solicitation. None of the funds (“Funds”) or investment products and services mentioned in this Site has been registered with the Securities and Exchange Commission. Information on the Site is available for informational purposes only and is not an offer or a solicitation of an offer to buy any security.
2. Modification of Terms and Monitoring of Site. HighVista reserves the right to modify, add or remove portions of these terms at any time. Your use of this Site constitutes Your agreement to the terms and any modifications thereof. We reserve the right to monitor or restrict use of this Site. Use of our Site after updates are posted and effective constitutes acceptance of any changes.

We have the right to:

• Disclose Your identity or other information about You to any third party who claims that material posted by You violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
• Terminate or suspend Your access to all or part of the Site for any or no reason, including, without limitation, any violation of this Agreement.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS HIGHVISTA AND ITS AFFILIATES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

3. Copyrights and Restrictions on Use of Materials. The contents of this Site are protected by applicable copyright laws. No permission is granted to copy, distribute, modify, post or frame any text, graphics, video, audio, software code, or user interface design or logos.
4. Restrictions on Use. You may not:

• Copy, display, reproduce, republish, upload, post, transmit, or otherwise distribute any of the pages, text, images, material or other content of this Site without express written consent.
• Copy, modify, or display any of the Funds’ or HighVista’s name, logo, text, or images in any way without express written consent.
• Modify or use the pages, text, images, material or other content from this Site for any other purpose.

If You submit or otherwise provide information to HighVista, such information must be true, accurate, current, and complete, and You shall maintain and promptly update such information to keep it true, accurate, current and complete. The truth, accuracy, currency and completeness of such information is a condition to Your use of the Site and services.  If we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate Your use of the Site (or any portion thereof).

Certain services are only available to Registered Users who are required to set up an Account prior to accessing such services.  You are solely responsible for maintaining the confidentiality of Your Account Information, and You are fully and solely responsible for all activities that occur under Your Password or Account identification.  You must ensure that You exit from Your Account at the end of each session.  You agree to notify us immediately of any unauthorized use of Your Account Information or any other breach of security.  You are solely responsible for any and all use of Your account.  Without limiting any rights which HighVista may otherwise have, HighVista reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Site and Your Account, including, without limitation, terminating Your Account, changing Your Password, or requesting additional information to authorize transactions on Your Account.  Notwithstanding the above, HighVista may rely on the authority of anyone accessing Your Account or using Your Password and in no event and under no circumstances shall HighVista be held liable to You for any liabilities or damages resulting from or arising out of (i) any action or inaction of HighVista under this provision, (ii) any compromise of the confidentiality of Your Account or Password, and (iii) any unauthorized access to Your Account or use of Your Password.  You may not use anyone else’s Account at any time without the permission of the Account holder.

Use of HighVista’s Site for any illegal purpose is strictly prohibited and a violation of these Terms.

You agree not to use the Site in any manner that: (a) violates any local, state, national, or international law; (b) threatens, stalks, harasses, abuses, defames, slanders, or in any other way harms another individual or business organization; (c) collects or stores personal data about other users without their consent, or otherwise prepares, compiles, uses, downloads, or copies any user information and/or usage information or any portion thereof, or transmits, provides or otherwise distributes (whether or not for a fee) such information to any third party; (d) impersonates any person or entity, misrepresents Your affiliation with a person or entity, or otherwise creates a false identity for the purpose of misleading others; (e) infringes someone else’s patent, trademark, trade secret, copyright or other intellectual property or other rights; (f) is vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically, or otherwise offensive, hateful, or abusive; (g) advocates or solicits violence, criminal conduct, or the violation of any local, state, national, or international law or the rights of any third party; (h) promotes sexually explicit or pornographic material or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (i) constitutes unsolicited or unauthorized advertising, junk or bulk email (spam), chain letters, or any other unsolicited commercial or non-commercial communication; or (h) transmits any material or communications that contain a petitions for signatures, chain letters, or letters relating to a pyramid scheme.

You may not interfere with or disrupt the Site, or servers or networks connected to the Site, interfere with or disrupt or inhibit others’ use of the Site, including through the upload or other transmission of any software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair, or limit the functioning of any software, hardware, network, server, or communications systems or equipment or use any robot, spider, or other such programmatic or automatic device, including but not limited to automated dial-in or inquiry devices, to obtain information from the Site or otherwise monitor or copy any portion of the Site.  Further, You may not (a) use any HighVista domain name as a pseudonymous return email address; (b) attempt to disable, bypass, modify, defeat, or otherwise circumvent any security related tools incorporated into the Site; (c) change, modify, adapt, or otherwise alter the site, or change, modify, or alter another website so as to falsely imply that it is associated with this site; (d) inject content or code, or otherwise alter or interfere with the way any page from the site is rendered or displayed in another user’s browser or device; (e) reproduce, duplicate, copy, sell, or exploit for any commercial purposes, any portion of the Site or access to the Site; (f) systematically (including manually) collect, scrape, or use any content from the Site or Service, including through the use of any data mining, or similar data gathering and extraction methods; (g) use any high volume, automated, or electronic means to access the services (including without limitation robots, spiders, or scripts); (h) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages; or (i) assist, encourage, or enable violations of this Agreement.  You may not disobey any requirements, procedures, policies, or regulations of networks connected to the Site.

You agree not to use the Site or access the Site for any purposes other than for which the Site is being provided to You.  Use of the Site requires that You comply with further acceptable use policies we may establish from time to time.

5. Access Rights. We hereby grant to You a limited, non-exclusive, non-transferable license to access the Site and use the services solely for internal business purposes and personal use only as permitted under this Agreement (“Access Rights”). You understand and acknowledge that the Site and services are the property of HighVista, and You may not prepare derivative works of, modify, distribute, sell, lease, rent, sublicense, assign, export, or transfer in any other manner the services, the Site, or any underlying software, technology, or other information, including any printed materials of the same, unless expressly authorized hereunder. Any use of third party software provided in connection with the Site will be governed by such third parties’ licenses and not by this Agreement.  You agree to be responsible for any act or omission of any users who access the Site under Your Account or using Your Password that, if undertaken by You, would be deemed a violation of this Agreement, and that such act or omission shall be deemed a violation of this Agreement by You.

We reserve the right, in our sole discretion, to deny use of the Site to anyone for any reason. You acknowledge and agree that we, in our sole discretion, at any time and with or without notice, may block or terminate Your or any other party’s access to all or part of the Site, or change or discontinue any aspect or feature of the Site (including, without limitation, discontinuing the Site in its entirety); and that, without limitation of any other provisions of this Agreement, we reserve the right to take any actions at law or in equity that we deem appropriate in connection with the Site, services, and this Agreement.

6. Fraud Protection. We reserve the right to refuse to process any transaction due to suspected fraud or unauthorized or illegal activity. We also reserve the right to cancel any accounts or refuse to ship to certain addresses due to suspected fraud or unauthorized or illegal activity.
7. Third Party Content. HighVista will not be responsible for the accuracy or completeness of any information provided by third parties through this Site, whether by hyperlink or otherwise.

No representation, judgment or warranty is made with respect to the accuracy or suitability of the content of any site to which this site may link. By providing access to other sites, HighVista is not recommending the purchase or sale of any stock issued by any company, nor is it endorsing services provided by any Site’s sponsoring organization.

When leaving the Site, You should carefully review the applicable terms and policies, including privacy and data gathering practices, of that third party website.  WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, NOR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE, OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE OPERATORS.

8. Disclaimers. All information and contents of this Site are furnished “as is” and HighVista disclaims, to the fullest extent of the law, any implied or express warranty of any kind, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Although HighVista intends the information contained in this Site to be accurate and reliable, errors sometimes occur. HighVista does not warrant that the information will be free of errors, that the functions contained in the site will be uninterrupted, that defects will be corrected, or that the site and servers are free from viruses or other harmful components. Use of this site is at Your own risk. You agree to notify HighVista immediately if You become aware of any errors or inconsistencies with any transactions You undertake through the Site and comply with any corrective action taken by HighVista.

Reference to a fund or security anywhere on this Site is not a recommendation to buy, sell or hold that or any other security. If You live in a state that does not allow disclaimers of implied warranties, our disclaimer may not apply to You.

YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HIGHVISTA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, SECURITY, RELIABILITY, ACCURACY OF DATA AND SYSTEM INTEGRATION.  HIGHVISTA MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE WILL BE ACCURATE, RELIABLE, CORRECT, USEFUL, TIMELY, UNINTERRUPTED, SECURE, DEFECT-FREE, OR ERROR-FREE (INCLUDING, WITHOUT LIMITATION, FREE FROM VIRUSES, WORMS, TROJANS, OTHER MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS); NOR DOES HighVista MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED.  YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION.  IN JURISDICTIONS NOT ALLOWING THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, OUR AND OUR SUBSIDIARIES, AFFILIATES, LICENSORS, AND SUPPLIERS LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Limitation of Liability. HighVista is not liable for any direct, indirect, punitive, incidental, special or consequential damages that may result from the use of, or the inability to use, this Site under any circumstances, including but not limited to negligence.

HighVista is not liable for damages or injury, including but not limited to damages or injury caused by any performance or failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication, theft or destruction or unauthorized access to, alteration of, or use of information, whether resulting, in whole or in part, from breach of contract, tortious behavior, negligence, or otherwise. If You live in a state that does not allow the limitation or exclusion of liability or incidental or consequential damages, the above limitation or exclusion may not apply to You.

In no event shall HighVista’s total liability to You for damages, losses, and causes of action, whether arising in contract, tort (including, negligence), or otherwise, exceed the amount paid by You, if any, for accessing this Site.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.  Accordingly, some of the above limitations and disclaimers may not apply to You.  To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

10. Indemnification. To the extent permitted by law, You agree to indemnify, defend and hold harmless HighVista, its parents, subsidiaries, affiliates, officers, directors, licensors, co-branders, suppliers, and other partners, employees, consultants and agents, together with all of their respective officers, directors, employees and consultants, from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (a) any information You submit, post, or transmit through the Site, (b) Your use of the Site, (c) Your violation of this Agreement, (d) Your violation of any rights of any other person or entity or (e) any viruses, Trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines input by You into the Site. We reserve the right to exclusively defend and control any such indemnification matters; and that You will fully cooperate with us in any such defense.
11. Jurisdictional Issues and Applicable Law. Unless otherwise specified, HighVista operates this site from our offices within the Commonwealth of Massachusetts, United States of America. We do not claim that materials in this site are appropriate or available for use in locations other than Massachusetts. If You choose to access this site from other locations, You do so on Your own initiative, and You are responsible for compliance with any local laws. The laws of the Commonwealth of Massachusetts govern these terms, without reference to conflict of law principles.

Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.  If any provision of this Agreement 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 that the other provisions of these Terms remain in full force and effect.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Your use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.  The section titles in this Agreement are for convenience only and have no legal or contractual effect.  You and we are acting as independent contractors, and nothing in this Agreement creates an agency or partnership.  You may not assign Your rights under this Agreement without our prior written consent, and any attempted assignment will be null and void.

This Agreement may not be modified, in whole or in part, except by us and as otherwise might be specifically described elsewhere in this Agreement; and anything contained on or provided through this site that is inconsistent with or conflicts with the terms of this Agreement is superseded by the terms of this Agreement.

12. Integration and Severability. If any of these terms and conditions of use is held to be unenforceable, the remaining provisions shall continue in full force and effect.

The preceding terms and conditions of use represent the entire agreement between HighVista and You regarding the subject matter herein.

13. Headings. Headings are inserted for convenience of reference only and do not constitute a part of the terms and conditions of use.

If You have any other questions or suggestions regarding this Agreement, the Privacy Statement, or the Site, please contact us at clientrelations@highvistastrategies.com.

Last revised April 2017