Terms and Conditions

By accepting these Terms and Conditions license agreement (“Agreement”), the individual Institutional Leadership Consortium member (“Subscriber” or “You”) agrees to the terms and conditions set forth in this Agreement. In turn, the Institutional Leadership Consortium (“Consortium”) grants You the right to access the Hedge Fund Blockchain Database (“Database”) as well as the right to receive quarterly research reports (or “newsletter”) on institutional investors’ leading edge practices. Using your password and username to access the Hedge Fund Blockchain Database online journals will constitute acceptance of all of the Terms and Conditions of this Agreement.

1. Membership.

Membership in the Consortium shall be open to individuals who have demonstrated career excellence in the area of investor due diligence and who expressly endorse PwC’s blockchain technology. All Members have equal rights to vote, hold office, and participate in the affairs of the Consortium. Members shall only be expelled for actions which cause harm to the Consortium or to their individual organizations, and only upon due process, which shall include but not be limited to the opportunity for a defense.

2. Duties and Limitations of Officers.

The Regent shall serve as Chairman of the Executive Committee. He shall make quarterly written journal reports to the Consortium in which he (1) outlines the current status of the Consortium, (2) discusses recommendations for the improvement of the Consortium, and (3) calls for votes by Consortium members when and where appropriate. The Editor shall publish a quarterly newsletter for the Consortium, detailing the leading edge practices among institutional investors, emerging technology that serves the goals of the Consortium, as well as editorial articles by members of the Consortium. The Editor shall be responsible for digital distribution of this quarterly newsletter to the entirety of the Consortium membership. The Ombudsman shall receive complaints from members and prospective members concerning irregularities in the conduct of the Consortium’s business, investigate such complaints, and publish findings concerning matters that cannot be resolved to the satisfaction of all parties in the pages of the Consortium’s quarterly written journal. The Membership Officer shall receive inquiries regarding the Consortium and its membership requirements, forward informational materials to candidates, and determine whether prospective members meet admission requirements.

3. Duties and Limitations of Committees.

The Executive Committee shall consist of the Regent, the Editor, the Ombudsman, and the Membership officer, in addition to four members-at-large. Each officer shall be responsible to the full executive committee for all the functions of his office. No Member of the executive committee shall hold more than one position on that committee at any one time. All elected office members shall serve without compensation, monetary or otherwise. All officers and members of the executive committee must maintain membership in the Consortium.

4. Elections and Voting.

Annual elections shall be held to determine the recipient of the Institutional Leadership Award. Annual elections shall be held to determine membership of the offices outlines in Article II. The deadline for statements of candidacy to reach the Editor shall be 30 days prior to the Election Day. Each candidate for office shall be entitled to one half page in the quarterly written journal report detailing their qualifications. As required, periodic sessions of the Consortium may be called to vote upon additions, amendments, or alterations to this constitution. Notice shall be given 30 days in advance of any such sessions.

5. License.

The Consortium grants a non-exclusive, non-transferable license to the member/subscriber for limited online access to the Hedge Fund Blockchain Database. This grant extends only to the subscriber and may not be transferred to, or extended to, others.

6. Confidentiality.

The subscriber agrees to maintain their username and password as personal and confidential information. The unauthorized use of the subscriber's username and password for access to the online Database is a breach of this Agreement and a violation of the Institutional Leadership Consortium Database's copyrights. The subscriber may download, save, or print one hard copy of the text, search results, or other information from the Hedge Fund Blockchain Database online journal solely for the private use or research of the subscriber.

7. Authorized User, Subscriber ID and Password.

Consortium grants a non-exclusive, non-transferable license to the Subscriber for online access to the Database, including the quarterly newsletter. This grant extends only to the Subscriber and may not be transferred to, or extended to, others. You have received by e-mail your Subscriber ID and password and you agree to maintain your Subscriber ID and password as personal and confidential information. The unauthorized use of the Subscriber’s ID and password for access to the Database, with or without the Subscriber’s knowledge, is a breach of this Agreement and a violation of Consortium copyrights. The Subscriber is responsible for undertaking reasonable measures to prevent access by unauthorized persons to its ID and password. The Subscriber shall be responsible for storage, display, access control, and security measures.

8. Permitted Uses.

The Subscriber is permitted online access to the Database and the quarterly research reports indicated in Section 1, and may download, save, or print one hard copy of the text, search results, or other information from the Database solely for the private use or research of the Subscriber. The Subscriber may only use this online access in a way that conforms to all-applicable laws and regulations. Consortium grants the Subscriber permission to use brief excerpts, figures, and tables from the content of the quarterly research reports with the appropriate credit of the source, and to copy and transmit content from individual articles with third parties to the same extent as the print edition of the reports or as permitted under the fair use provisions of the U.S. Copyright Act, subject to the restrictions, if any, set forth in any article included in a newsletter. The Subscriber agrees that the Database will only be used on one computer workstation at a time. The Subscriber specifically agrees that use by the Subscriber other than indicated above is a violation of the terms of this Agreement.

9. Prohibited Uses.

Altering, recompiling, copying, reselling, redistributing, publishing or republishing (beyond the brief excerpts, figures and tables permitted under Section 4) of any journal text, output, search results, or other information from the quarterly research reports, including without limitation, copyright, trade secret, proprietary and/or other legal notices contained therein, in any form or medium is prohibited. Systematic downloading, service bureau redistribution services, printing for fee-for-service purposes and/or the making of print or electronic copies for transmission to non-subscribers or non-subscribing institutions are prohibited. Downloading portions of the Database or quarterly research reports for the purpose of creating pre-loaded local copies (not including transient, dynamic caches of individually requested material) for redistribution is prohibited. The Database cannot be used on more than one computer workstation at a time. All rights not expressly granted are reserved to the Consortium. The Subscriber agrees that he/she will not circumvent the Database’s access control systems. The Consortium shall not be required to distribute, and Subscriber shall not redistribute, the Database to a country where the export thereof is prohibited by U.S. law or regulation.

10. Duration of Agreement.

Using your password and username to access the Database or quarterly research reports will constitute acceptance of all of the terms and conditions of this agreement and will remain in effect while the Subscriber maintains a current online subscription to the Database. This Agreement will terminate:

  1. Following thirty (30) days’ prior written notice that any term or condition of this Agreement has been violated for any reason, knowingly or unknowingly, provided that the violation is not remedied immediately, but no later than ten (10) days upon notification. The foregoing notwithstanding, the Consortium reserves the right to suspend access to the Database in the event the Subscriber upon receiving written notice that Subscriber is in breach of this Agreement and Subscriber has not immediately taken reasonable steps to cure such breach. The Consortium agrees to notify the Subscriber as soon as possible, usually within three (3) days of any such suspension of access to the Database, by sending an e-mail to the Subscriber’s address.
  2. Following thirty (30) days’ prior written notice by the Consortium of any change in the terms of this Agreement, receipt by the Consortium of notice from the Subscriber in writing, e-mail or fax that the Subscriber does not accept such change(s). Subscriber agrees that in the absence of any objection to such change(s), the Consortium’s new terms shall apply. This Agreement shall renew automatically for the term of any the online subscription upon receipt by the Consortium of proof of membership.

11. Copyright.

The Database and quarterly research reports and their contents, including abstracts, are copyrighted by the Consortium under the Copyright Law of the US (Title 17, U.S. Code), which is party to both the Universal Copyright Convention and the Berne Copyright Convention, and are subject to all applicable copyright, database protection and other rights of the Consortium as copyright owner and publisher under the laws of the United States and other countries. Subscriber agrees not to remove or obscure copyright notices. This license grants no copyright or ownership interests to Subscriber for any of the material and proprietary information referred herein belonging to Consortium.

12. Failure of Performance.

Following online access approval, the Subscriber will be permitted to attempt online access to the Database at any time. The Consortium, however, will not be liable for any delay, downtime, transmission error, software or equipment incompatibilities, force majeure or other failure of performance whether such failure of performance is caused by the Consortium or an outside service provider contracted with by the Consortium. Consortium will use commercially reasonable efforts to correct any material performance problem brought to its attention and may suspend performance pending such correction. Consortium’s responsibility to the Subscriber does not extend beyond such efforts.

13. Database Statistics and Privacy of Authorized User Information.

Consortium will collect and track usage statistics on the Database. Consortium recognizes the importance of protecting the privacy of Subscriber information collected on the Database. The Consortium will not collect personally identifiable information unless the information is willingly provided to the Database by Subscriber. Consortium will only use this information internally or to notify users of the Database regarding content updates or for marketing purposes.

14. Disclaimer of Warranties; Limitation of Liability; Indemnification.

Consortium warrants that it is entitled to grant the Subscriber the licenses granted in this Agreement. Except as set forth in the preceding sentence, the Database and Quarterly Research Reports are provided “as is” without warranty of any kind, express or implied, including but not limited to, warranties of performance or merchantability or fitness for a particular purpose, or warranties as to the accuracy or completeness of the quarterly report. Neither the Consortium, nor any individual or other party involved in the creation, production or delivery of the Database and Quarterly Research Reports shall be liable for any damages that result from Subscribers use of the Database and Quarterly Research Reports such as lost time, lost profits, computer problems, or other special, incidental, or consequential damages, regardless of whether such damages are foreseeable or whether such damages are deemed to result from the failure or inadequacy of any exclusive or other remedy. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. No claim may be made against the Consortium unless suit is filed thereon within one (1) year after the event-giving rise to the claim. The Subscriber assumes sole responsibility for all use of the Database and quarterly research report by the Subscriber. In the event of a breach of this Agreement by the Subscriber, the Subscriber agrees to indemnify and hold the Consortium harmless from and against any and all claims, liabilities, damages, expenses (including attorneys’ fees for the enforcement of this Agreement and otherwise for the Consortium’s defense of indemnified claims), losses and threatened losses arising from, or in connection with, that breach, including without limitation, claims of unauthorized use.

15. General Provisions.

15.1 Non-Transferability. The Subscriber may not assign or transfer its rights or obligations under this Agreement except with the prior written consent of the Consortium.

15.2 Choice of Law. This Agreement shall be construed and interpreted pursuant to the laws of the State of New York. Any legal action, suit or proceeding arising out of or relating to this Agreement or the breach thereof shall be instituted in a state court of competent jurisdiction in New York County in the State of New York and each party hereby consents and submits to the personal jurisdiction of such court, waives any objection to venue in such court and consents to the service of process by registered or certified mail, return receipt requested, at the last known address of such party.

15.3 Taxes. The Subscriber must pay any taxes, other than taxes on the Consortium’s net income, arising out of the Subscriber’s use of the database and quarterly research report and/or the rights granted under this Agreement. The provisions hereof shall survive any expiration or termination of this Agreement.

15.4 Entire Agreement. This Agreement constitutes the complete understanding of the parties and supersedes all prior oral and written understandings between the parties with respect to the subject matter of this Agreement. No modification, amendment or waiver of any provisions shall be valid unless in writing and signed by both parties. Any waiver in one or more instances by either of the parties of any breach by the other of any terms or provisions contained in this Agreement shall not be considered a waiver of any succeeding or preceding breach. Questions concerning this Agreement should be directed to Institutional Investor Risk Management Council Inc., 77 Water Street, Suite 700, New York, New York 10005.