TERMS OF SERVICE

Effective Date: July 25, 2019

Please read these terms of service (collectively with the Vision Hill Privacy Policy (Privacy Policy) the “Terms of Service” or the “Agreement”) fully and carefully before using visionhill.com (the “Site”) and the services, features, content or applications offered by Vision Hill Group, LLC and Vision Hill Asset Management, LLC, (collectively “Vision Hill”, “we”, “us” or “our”) (together with the Site, the “Services”). These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services.

1. Acceptance of Terms of Service.

By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. Vision Hill also reserves the right to change the terms and conditions under which the Site and its many offerings are extended to the member. Your continued use of the Site following the posting of any changes to the Agreement constitutes acceptance of those changes. Please check back often for changes as Vision Hill will not send notification of changes. The most recent revision date will be posted above. By accessing, viewing, or utilizing the products and/or services available on or through the Site, you indicate that you understand and recognize this Agreement to be the legal equivalent of a signed, written contract and equally binding.

Certain Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.

These Terms of Service apply to all users of the Services and the Site, registered or unregistered. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

2. Eligibility.

You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent an offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

3. Content.

a. Definition.

For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, charts, stock and other financial information, videos, audio clips, written posts and comments, rankings, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

b. User Content.

All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted to Vision Hill, is the sole responsibility of the person who originated such User Content. User Content includes “Private Content”, which is User Content that is only available to other users who have opted in or have been permissioned to access such User Content. You represent that all User Content provided by you is accurate (except to the extent such User Content consists of your opinion that is not verifiable), complete, up-to-date, and in compliance with all applicable laws, rules and regulations, including but not limited to United States laws and regulations regarding insider trading and or the provision of insider information. As part of the Services, users may have the ability to interact with and view the User Content of other users. Certain of the User Content (such as Private Content) or access to a private investor portal, may only be available to users who meet specific criteria, including without limitation the requirement of being an institutional investor or accredited investor in accordance with Rule 501 of Regulation D of the Securities Act of 1933 or institutional investment industry consultant. You may only access such User Content or private investor portal if you meet the relevant foregoing criteria, and you hereby warrant and represent that, by accessing such User Content or private investor portal you meet such criteria and are not misrepresenting your status. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

As stated, the content on the Site is intended for informational, research and educational purposes only. The data and information collected on investment managers has been obtained from sources believed to be reliable. It is of the utmost importance to strive for the highest level of data integrity, and while there are a variety of data validations and checks in place, Vision Hill cannot and does not guarantee accuracy or comprehensiveness of the Site. Vision Hill relies on the self-reporting of investment managers and Vision Hill does not independently verify or warrant data accuracy. You hereby acknowledge and agree that Vision Hill makes no claims with regard to accuracy on the part of either the investment managers, Vision Hill or the Site; that there may be delays, omissions or other inaccuracies in the information contained on the Site; and that such information may become unreliable because of changing market or economic situations. Any decisions made based upon the information gathered herein may include incorrect information that may lead to results differing from the past. Before committing to any investment, seek the advice of an independent advisor. Past performance does not guarantee similar results in the future.

c. Use License.

Subject to these Terms of Service, Vision Hill grants each user of the Services a limited non-exclusive, non-transferable, revocable license, without the right to grant sublicenses, to access the Site and use the information, data, compilations of data, tables, graphs, charts, illustrations, and other materials on the Site only for noncommercial informational internal research purposes and in compliance with the terms and conditions of this Agreement.

You agree not to reproduce, copy, modify, create derivative works from, perform, distribute, publish, retransmit or sell any of the Content. Notwithstanding this restriction, you may, on an occasional, ad hoc basis, reproduce, distribute, display and transmit an insubstantial portion of the Content, solely for non-commercial internal informational purposes to of individuals within your organization.

d. License Grant.

By submitting Private Content through the Services or directly to Vision Hill in private communications, you hereby grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display and perform such Private Content solely for the purpose of providing the Services and to create, use, distribute, commercialize and fully exploit anonymized aggregate data analyses and compilations from users’ use of and interaction with Private Content on the Services. By submitting User Content through the Services that is publicly available, you hereby grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, commercialize and otherwise fully exploit such User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content available to such user through the Site and/or the Services, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

e. Availability of Content.

We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) monitor, remove, edit, or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

f. Links

Vision Hill may, at its sole discretion, offer links to websites of various vendors and providers of institutionally oriented services. As these websites are not maintained by Vision Hill, we do not guarantee or attest to the accuracy and completeness of the information obtained through these links. Accordingly, Vision Hill will not be held liable for decisions made based upon information on these linked websites. These links should not serve as an endorsement for any particular vendor’s capabilities or services, as we have no control over the quality, accuracy or comprehensiveness of the information obtained. As always, an independent advisor’s assistance should be sought before making an investment decision.

4. DMCA Copyright Policy.

We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The email address of the Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this section. If you believe that Content residing on or accessible through Vision Hill’s websites or services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

Please contact the Designated Agent to Receive Notification of Claimed Infringement for Vision Hill at info@visionhill.com.

5. Rules of Conduct.

As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services. You hereby agree not to use the Site or Services in any way that is unlawful or prohibited by these terms and conditions. Unauthorized commercial uses of the Site, or the resale of the Services, is expressly prohibited. The content and software on the Site may only be used for the purposes intended by Vision Hill. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on the Site is strictly prohibited. The user hereby agrees not to upload, post or distribute any content through the various mediums via the Site that:

Vision Hill reserves the right at all times to edit, refuse to post or to remove any information or materials, in whole or in part, that in Vision Hill ‘s sole discretion are objectionable or in violation of this Agreement.

6. Trademarks.

COPYRIGHT AND TRADEMARK NOTICE: You hereby acknowledge and agree that all Content and materials available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by Vision Hill, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from such materials or content, or in any manner commercially exploit any content or materials on/from the Site. You must abide by all copyright notices, information, or restrictions contained in or attached to any content or portion of the Site. “Vision Hill,” “Vision Hill Group”, “Vision Hill Active Crypto Indices”, “VH-ACI”, “VH-ACIF”, “VH-ACIQ”, “VH-ACIO” and the Vision Hill logo and any other logos or similar marks are trademarks and service marks of Vision Hill. All other trademarks, service marks and logos used on the Site are the trademarks, service marks or logos of their respective owners.

Any of the trademarks, service marks, logos or index names displayed on the Site may be registered or unregistered marks of Vision Hill or others. Nothing contained on the Site should be construed as granting you any license or right to use any of the marks or names displayed on the Site without the express written permission of Vision Hill or the third party owner, as applicable.

7. Indices Data.

THE VISION HILL INDICES AND CONTENT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. INFORMATION AND DATA INCLUDED IN THE VISION HILL INDICES AND CONTENT ARE OBTAINED FROM VARIOUS THIRD PARTY SOURCES AND ARE PROVIDED ON AN “AS IS” BASIS. VISION HILL DOES NOT PERFORM ANY AUDIT OR VERIFY THE INFORMATION PROVIDED BY THIRD PARTIES. VISION HILL IS NOT RESPONSIBLE FOR AND DOES NOT WARRANT THE CORRECTNESS, ACCURACY, OR RELIABILITY THE DATA IN THE VISION HILL INDICES AND CONTENT. ANY CONSTITUENT INVESTMENT PRODUCT OR VEHICLE USED TO CREATE A VISION HILL INDEX MAY BE REMOVED AT ANY TIME. THE COMPLETENESS OF THE DATA MAY VARY IN EACH FINANCIAL PRODUCT OR VEHICLE USED TO CREATE THE VISION HILL INDICES AND CONTENT. VISION HILL DOES NOT WARRANT THAT THE DATA USED TO CREATE THE VISION HILL INDICES AND CONTENT WILL BE FREE FROM ANY ERRORS, OMISSIONS OR INACCURACIES. VISION HILL DOES NOT WARRANT THAT THE DELIVERY OF THE DATA RELATING TO THE VISION HILL INDICES AND CONTENT WILL BE UNINTERRUPTED OR FREE FROM ANY VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS.

THE INFORMATION IN THE VISION HILL INDICES AND CONTENT DO NOT CONSTITUTE AN OFFER, SOLICITATION OR A RECOMMENDATION TO BUY OR SELL ANY SECURITY OR FINANCIAL PRODUCT OR VEHICLE WHATSOEVER OR ANY TYPE OF TAX OR INVESTMENT ADVICE OR RECOMMENDATION. PAST PERFORMANCE OF ANY CONSTITUENT INVESTMENT PRODUCT OR VEHICLE USED TO CREATE A VISION HILL INDEX AND CONTENT IS NO INDICATION OF FUTURE RESULTS.

8. Restrictions on Use.

If you wish to access subscription-only Content or obtain further information about obtaining a license for any of these or other uses, please contact: Vision Hill at info@visionhill.com or 1-646-866-7370.

9. Payments and Billing.

Paid Services; Payment. Certain of our Services may be subject to payments now or in the future (the “Paid Services” or “Paid Products”). Paid Services may include without limitation purchasing Private Content through the Services. Please see the Site or applicable documents provided by us for a description of the current Paid Services or Products. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service or purchasing a Paid Product are deemed part of this Agreement. The processing of payments will be subject to the terms, conditions and privacy policies of the payment processor in addition to this Agreement. We are not responsible for errors by the payment processor. By choosing to use Paid Services or purchase Paid Products, you agree to pay us, through the payment processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the payment processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreement between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the payment processor, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.

10. Disclaimer.

ALL CONTENT MATERIALS, INFORMATION, SOFTWARE, FUNCTIONS, PRODUCTS, AND SERVICES INCLUDED IN OR MADE AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. WHILE VISION HILL ENDEAVORS TO PROVIDE THE MOST ACCURATE, UP-TO-DATE INFORMATION AVAILABLE, THE INFORMATION, CONTENT, PRODUCTS, AND SERVICES AVAILABLE ON THE SITE MAY INCLUDE INACCURACIES OR UNRELIABLE DATA. MOREOVER, VISION HILL MAY MAKE MODIFICATIONS AND/OR CHANGES ON THE SITE OR IN THE INFORMATION, CONTENT, PRODUCTS AND SERVICES DESCRIBE ON THE SITE AT ANY TIME, FOR ANY REASON. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS SOLELY AT YOUR RISK. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VISION HILL AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION TRANSMITTED THROUGH THE SITE. FURTHER, VISION HILL AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. VISION HILL AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

11. Indemnification.

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

12. Limitation of Liability.

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES OR PRODUCTS DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $100.00.

13. Disputes

Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.

14. Governing Law and Jurisdiction.

These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of the State of New York.

15. Entire Agreement and Severability.

Unless you have entered into a separate license agreement with Vision Hill regarding your access to and use of the Site, Content, or Services, this Agreement and these Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Subject to applicable law or regulation, Vision Hill may terminate this Agreement and suspend your access to the Site at any time, with or without cause.