Harmonic Group Web and/or Mobile Applications Terms and Conditions

Last revision: 2 December 2020

These Terms and Conditions
These terms and conditions (“Terms and Conditions”) apply to the use of all Harmonic Group web and/or mobile applications and mobile websites that post a link to these Terms and Conditions (collectively, the “Site”), which Site is owned and/or operated by one or more Harmonic Group affiliates worldwide (“Harmonic,” “we,” “us” or “our”).

By accessing or using the Site, you agree to be bound by these Terms and Conditions. These Terms and Conditions expressly incorporate by reference and include any guidelines, rules, additional terms or disclaimers that may be posted and updated on the Site or on notices that are sent to you. If you do not agree with these Terms and Conditions, please do not use the Site.

Changes
Harmonic reserves the right to change, modify, add or remove portions of these Terms and Conditions in its sole discretion at any time and without prior notice. Please check these Terms and Conditions periodically for any modifications. Your continued use of the Site following the posting of any changes will mean that you have accepted and agreed to the changes.

Ownership of Site, Content and Limitations on Use
Harmonic owns copyright in and maintains the Site. Nothing at the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any image, trademark, logo or service mark at the Site.

Anything that you transmit to the Site becomes the property of Harmonic, may be used by Harmonic for any lawful purpose, and is further subject to disclosure as deemed appropriate by Harmonic, including to any legal or regulatory authority to which Harmonic is subject, subject to applicable laws and regulations.

All content contained on or accessed from the Site, including text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, videos, images, applications, programs, computer code and other information (collectively, the “Content”), including but not limited to the design, layout, “look and feel” and arrangement of such Content, is owned by Harmonic or its licensors and is protected by copyright, trademark and other intellectual property and unfair competition laws.

You may print or download Content from the Site for your own personal, non-commercial, informational or scholarly use, provided that you keep intact all copyright and other proprietary notices. You may not copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate or create other derivative works from, or sell, rent or license all or any part of the Content, products or services obtained from the Site in any medium to anyone, except as otherwise expressly permitted under these Terms and Conditions, relevant license or subscription agreement or authorization by us.

You may not reverse engineer, disassemble, decompile or translate any software in the Content, or otherwise attempt to derive the source code of such software, except to the extent expressly permitted under applicable law, without our prior written permission. You may not engage in systematic retrieval of Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory without our prior written permission.

Unless expressly authorized by us, you may not use any robots, spiders, crawlers or other automated downloading programs, algorithms or devices, or any similar or equivalent manual process, to: (i) continuously and automatically search, scrape, extract, deep link or index any Content; (ii) harvest personal information from the Site for purposes of sending unsolicited or unauthorized material; or (iii) cause disruption to the working of the Site or any other person’s use of the Site. If the Site contains robot exclusion files or robot exclusion headers, you agree to honor them and not use any device, software or routine to bypass them.

You may not attempt to gain unauthorized access to any portion or feature of the Site, any other systems or networks connected to the Site or to any Harmonic server, or any of the products or services provided on, accessed from or distributed through the Site.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site or breach the security or authentication measures on the Site or any network connected to the Site.

Requirements Applicable to Various Categories of Data
The Site contains various categories of data and Harmonic is required by the agreements it has with the providers of certain categories of data to ensure that certain disclaimers are provided to you. See Appendix 1 for further details.

Rights and Permissions
Any questions about whether a particular use is authorized and any requests for permission to publish, reproduce, distribute, display or make derivative works from any Harmonic published works, images or other material should be directed to the Managing Director of Harmonic Fund Services by email addressed to allen.bernardo@harmonic.ky.

Notification of Infringement
Notifications regarding any alleged intellectual property infringement should be directed to the Harmonic Group General Counsel by email addressed to kay.wharton@harmonic.ky.

Other Terms and Conditions
Additional terms and conditions may apply to purchases of goods or services, to specific portions or features of the Site, and to subscriptions or licenses with institutions with which you may be employed or affiliated. If there is a conflict between these Terms and Conditions and the terms that are posted for or applicable to a specific portion of the Site, for any service offered on or through the Site, or set forth in an institutional subscription or license agreement, the latter terms shall control with respect to your use of that portion of the Site, the specific service or the subscribed or licensed product.

Links
The Site may contain links to third-party sites or resources. Harmonic is not responsible for the availability of external sites or resources linked to the Site, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Transactions that occur between you and any third party are strictly between you and the third party and are not the responsibility of Harmonic. Because Harmonic is not responsible for the availability or accuracy of these outside resources or their contents, you should review the terms and conditions and privacy policies of these linked sites, as their policies may differ from ours.

Harmonic welcomes links to the Site. You may establish a hypertext link to the Site, provided that the link does not state or imply any sponsorship or endorsement of your site by Harmonic. You may not use on your site any trademarks, service marks or copyrighted materials appearing on the Site, including but not limited to any logos, without the express written consent of the owner of the mark or right. You may not frame or otherwise incorporate into another site any of the Content or other materials on the Site without prior written consent of Harmonic.

Disclaimer of Warranties and Limitation of Liability
THE SITE AND ALL CONTENT, PRODUCTS AND SERVICES INCLUDED IN OR ACCESSIBLE FROM THE SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND (EXPRESS, IMPLIED AND STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), ALL OF WHICH HARMONIC DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW. YOUR USE OF THE SITE AND ITS CONTENT, PRODUCTS AND SERVICES IS AT YOUR SOLE RISK.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL HARMONIC OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, PERSONAL INJURY (INCLUDING DEATH), LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE OR ITS CONTENT, PRODUCTS OR SERVICES, OR SHALL THE LIABILITY OF HARMONIC OR ITS SUPPLIERS AND LICENSORS EXCEED THE AMOUNT OF FIVE THOUSAND U.S. DOLLARS ($5,000) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Harmonic aims to keep the Site available twenty-four (24) hours a day, seven (7) days a week. However, neither Harmonic nor its suppliers or licensors makes any warranty whatsoever, including without limitation, that the operation of the Site will be uninterrupted or error-free; that any defects will be corrected; that the Site, including the server that makes it available, is free of viruses or other harmful components. Harmonic shall not be liable for any damages to, viruses that may infect, or services, repairs or corrections that must be performed, on your computer or other property on account of your accessing or use of the Site.

Without limiting the foregoing, all users of the Site understand that Harmonic depends, amongst other things, on the sellers of non-readily marketable securities or other third party providers for most or all of the information concerning those securities and that errors may occur in information compiled or prepared for use on the Site.

No Offer of Securities; IRS Circular 230 Disclosure:
The Site does not constitute an offer to sell or the solicitation of an offer to invest in any of the funds or other investments mentioned on it. Investment in the funds or other investments mentioned on the Site may be restricted or prohibited by law in certain jurisdictions and the Site may not be used for the purpose of, or in connection with, any offer to or solicitation by anyone in any jurisdiction if such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation or who may not lawfully invest in the fund or other investment. An offer can only be made by the offering document of each fund or other investment, only in jurisdictions in which such an offer would be lawful and only to individuals who meet the investor suitability and sophistication requirements of such fund or other investment. Investors must review carefully with their advisors the offering memorandum of the funds or other investments mentioned on the Site prior to making an investment decision, with particular reference to the risk factors disclosed in such offering memorandum.

Harmonic does not provide tax advice. Accordingly, any discussion of U.S. tax matters contained in any document on the Site is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with Harmonic of any of the matters addressed therein or for the purpose of avoiding U.S. tax-related penalties.

Indemnification
You hereby agree to indemnify and hold each affiliate of Harmonic, its directors, officers, shareholders,
predecessors, successors in interest, employees, independent contractors, agents, delegates, affiliates, suppliers and licensors harmless from and against any and all third-party claims of liability, losses, damages and costs, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with your use of or inability to use the Site or its Content, products or services.

Compliance
You agree to comply with all relevant local, state, national and international laws, statutes, ordinances and regulations that apply to your use of the Site and its Content, products and services. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; and (iii) you will comply with all relevant U.N. and EU sanctions and embargoes.

Privacy
You may be requested to provide personal data to Harmonic as a condition of first enrolling to use the Site and/or at any log-in to the Site thereafter. It should also be noted that the information stored in cookies can also include personal data, such as an IP address, a username, a unique identifier, or an email address, and may also contain nonpersonal data such as language settings or information about the type of device a person is using to browse the Site.

We invite you to review the various Disclosure Notices, Privacy Statements, and Policies regarding privacy and data protection (collectively “Privacy Notices”), set out at harmonicfundservices.com/legal. These Privacy Notices set out in detail Harmonic’s responsibilities in relation to the receipt, treatment and retention of personal data of various types and in various scenarios. In the event Harmonic receives and processes personal data of an individual in scope of the EU GDPR, the Privacy Notices contain all information to which the individual is entitled under Articles 12-13 of the GDPR in relation to transparency, including information about what other parties are processing their personal data; and information on how the individual may exercise all his/her data subject rights under the provisions of Chapter 3 of the GDPR, including how to make a subject access request and his/her right to make a complaint to a data protection authority.

Governing Law
These Terms and Conditions will be governed by and construed in accordance with the laws of the Cayman Islands.

 

Appendix 1: Requirements Applicable to Various Categories of Data

(A) Interactive
(a) The data contained within the Software accessible through the Site comprises certain securities pricing data and information (“Data”) supplied by Interactive Data Pricing and Reference Data, Inc. (“Interactive”) to Harmonic Fund Services (“HFS”) (an affiliate of Wavelength Financial Technology Ltd) (“Wavelength”) pursuant to a Services Agreement between them (“Services Agreement”). This data and information is made available by HFS to Wavelength for inclusion within the Software.
(b) You acknowledge that the Data shall be provided to you in View Only Access for your Internal Use. “Internal Use” means use for your internal use and benefit, including preparation of hardcopy reports, but expressly excludes: (i) further dissemination of the Data to any third party; (ii) the construction of products or services that may compete with any of the services provided by Interactive in relation to the Data. In addition, Internal Use does not include use for the benefit of any of your affiliates or any joint venture to which you are a party. “View Only Access” means a visual display of the Data solely via the Software, so that you may view the Data and download insubstantial amounts of Data to Microsoft Excel or Microsoft Word. Except as expressly permitted above, you are restricted from downloading, copying, transferring or otherwise removing or manipulating Data from the Software and from copying and pasting Data items into any other third party software application.
(c) Interactive and its suppliers make no warranties, express or implied, as to merchantability, fitness or any other matter in relation to the Data.
(d) interactive and its suppliers shall have no liability to you, or a third party, for errors, omission or malfunctions in the Data, other than the obligation of Interactive to endeavor, upon receipt of notice from HFS to correct a malfunction, error or omission in any Data, pursuant to the terms of the Services Agreement.
(e) You acknowledge that the Data is intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities. You accept responsibility for, and acknowledge you exercise your own independent judgment in your selection of the use or intended use of the Data, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors.
(f) You shall indemnify Interactive and its suppliers against and hold Interactive harmless from any and all losses, damages, liability, costs, including attorney’s fees, resulting directly or indirectly from any claim or demand against Interactive or its suppliers by a third party arising out of or related to the Data or any service, report, analysis or publication derived therefrom. Neither Interactive nor its suppliers shall be liable for any claim or demand against you by a third party.
(g) Neither you nor Interactive shall be liable for (i) any special, indirect or consequential damages (even if advised of the possibility of such), (ii) any delay by reason of circumstances beyond the control of the relevant person, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond the control of the relevant person of transportation or power supply, or (iii) any claim that arose more than one year prior to the institution of suit therefor.
(h) In the event that the Data contains evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which is best. No evaluation method, including those used by Interactive, may consistently generate approximations that correspond to actual “traded” prices of the instruments; (ii) Interactive’s methodologies used to provide the pricing portion of certain Data may rely on evaluations; however, you acknowledge that there may be errors or defects in Interactive’s software, databases, or methodologies that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) you assume all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of use of evaluations and other pricing data provided, regardless of any efforts made by Interactive in this respect. You shall indemnify and hold Interactive completely harmless in the event that errors, defects, or inappropriate evaluations are made available via the Data.

(B) Apache
The Software links to components which contain copyrighted software that is licensed under the Apache License. A copy of that license is available from http://www.apache.org/licenses/LICENSE2.0.txt. You may obtain the complete corresponding product information and source code from http://logging.apache.org/log4net/ and http://www.castleproject.org/.

(C) S&P GICS
(a) THE DATA ARE PROVIDED TO AUTHORIZED USER ON AN “AS IS” BASIS. LICENSEE, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE DATA MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING ANY OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
(b) AUTHORIZED USER ASSUMES THE ENTIRE RISK OF ANY USE AUTHORIZED USER MAY MAKE OF THE DATA. IN NO EVENT SHALL LICENSEE, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE DATA, BE LIABLE TO THE AUTHORIZED USER, OR ANY OTHER PERSON, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS ADDENDUM OR THE INABILITY OF THE AUTHORIZED USER TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF LICENSEE, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

(D) S&P CUSIP
(a) Subscriber agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services (“CGS”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to Subscriber in such materials or in any of the information contained therein. Any use by Subscriber outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Subscriber agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Subscriber agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.
(b) Subscriber agrees that Subscriber shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Subscriber further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.
(c) NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO SUBSCRIBER ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY SUBSCRIBER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
(d) Subscriber agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.