iConnections’ Terms of Service

PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS AND CONTAIN A MANDATORY ARBITRATION PROVISION AND A WAIVER OF CLASS ACTION REMEDIES.

These Terms of Service (these “Terms”) form a binding legal agreement between iConnections LLC, a Delaware limited liability company (“iConnections”, “we”, “us”, or “our”) and you regarding the use of the iConnections platform located at https://app.iconnections.io and related offerings and services whether in-person, electronically or through the platform (collectively, with any successor or related platform the “Platform”). These Terms also include the iConnections Code of Conduct and Health and Safety Protocols.

These Terms apply to all users of the Platform, including: (i) funds or managers who register a manager account through the Platform (“Managers”); (ii) investors or allocators who register an investor account through the Platform (“Investors”); (iii) fund bundlers or marketers (“Bundlers”); (iv) Platform or Event sponsors (“Sponsors”); and (v) third-party service providers (“Service Providers”). If you have a separate negotiated contract with iConnections, that contract will govern only in the event of any conflicts between these Terms and that contract as it relates to your use of the Platform.

These Terms apply to your use of the Platform, including attendance at any Events (as defined below) through the Platform. Please review these Terms carefully. By registering an account through the Platform, you agree to be bound by these Terms. Each time you use the Platform or attend any Event, you acknowledge that you have reviewed, agree to, and will comply with these Terms and the iConnections Code of Conduct, and Health and Safety Protocols. We may update these Terms and the iConnections Code of Conduct, and Health and Safety Protocols from time to time in our discretion. We will always keep the current version of these Terms posted on this website. By using the Platform after a new version of these Terms has been posted, you agree to the terms and conditions of such version of these Terms. If you do not agree to these Terms, you must immediately cease your use of the Platform.

DESCRIPTION

The Platform is intended to be an integral part of our conferences and other Events, including to further enable interactions between Managers, Investors, Bundlers, Sponsors, and Service Providers (all of the foregoing, including any user for which any of the foregoing has registered an account, collectively, “Users”). Accordingly, the Platform may from time-to-time host virtual or in-person events, which may be hosted by iConnections itself and/or by third parties (collectively, “Events”) or otherwise facilitate Events. See “Events” below for more information.

EVENTS

As stated above, the Platform will from time-to-time host, or be used to facilitate, Events. If you wish to attend a particular Event, you may be required to agree to additional terms and conditions related to such Event (which may include eligibility criteria, additional fees, and other terms). If you attend an Event hosted by a third party, you agree and acknowledge that we are not responsible for the acts or omissions of such third party and will have no liability for the carrying out of the Event. Event attendees will receive access to an Event-specific version of the Platform for the duration of the Event. If you are not an existing User but wish to attend an Event, you may still receive access to an Event-specific version of the Platform for the duration of the Event by registering as an attendee. In such case, you may not be required to pay any applicable standard Platform subscription fees (e.g., for Managers), but the remainder of these Terms will still apply to your use of the Platform. If you register solely for purposes of a given Event, your access to the Platform may not extend beyond the Event if you do not register a full account.

If you attend an Event, whether virtually or in-person, you acknowledge that: (i) iConnections or the Event host or sponsor and their respective designees may take photographs, videos, and other recordings at the Event (“Event Recordings”); (i) such Event Recordings may include or feature you and your likeness and voice; and (iii) you waive and release any rights of publicity or privacy in such Event Recordings, and iConnections and the Event host or Sponsor may use, publish, and display such Event Recordings for their marketing and other commercial purposes, without any approval from (or compensation to) you.

Additionally, if you attend an Event, whether virtually or in-person, you acknowledge and agree that iConnections or the Event host or sponsor and its and their respective designees may publicize the fact that you and/or your company are or were attendees of the Event, including, without limitation, listing your name and/or your company name in marketing and promotional materials and other collateral.

Event passes purchased by Managers in connection with participation in an iConnections Event may only be used by individuals directly affiliated with the Manager’s company. Individuals using passes in violation of this policy are subject to removal from the Event.

BUNDLERS AND SPONSORS

Managers may access the Platform directly on their own account, or through a third-party Bundler or Sponsor that has an existing relationship with iConnections. If you are accessing the Platform as a Manager via a Bundler or Sponsor arrangement, then depending on the written agreement between iConnections and the applicable Bundler or Sponsor, the Bundler or Sponsor may or may not be responsible for paying some or all of your subscription fees. Except for any such changes in payment obligations, the remainder of these Terms will still apply to your use of the Platform. You acknowledge that, by accessing the Platform as a Manager in connection with a Bundler or Sponsor arrangement, the applicable Bundler or Sponsor will have access to certain of your information through the Platform, and hereby consent to us granting such access to such Bundler or Sponsor.

If you are accessing the Platform as a Bundler or Sponsor yourself, your use of the Platform is also subject to these Terms, except as expressly modified by the separate agreement you have in place with iConnections (for example, regarding your payment of applicable fees thereunder in lieu of the standard subscription fees hereunder).

TERM; PAYMENT

Unless otherwise terminated in accordance with these Terms, your subscription begins on the date you first pay subscription fees as described below (for Managers) or otherwise register your account (for other Users), and continues for a period of one year plus any renewals as described herein (the “Term”). Your subscription will automatically renew for consecutive one-year periods (at iConnections’ then-current pricing as it relates to Managers) unless you provide at least 60 days’ prior written notice of your desire to opt-out. iConnections will invoice you for the renewal fees on or before your renewal date. iConnections will invoice Managers for renewal fees on or before the renewal date.

If you are a Manager, unless otherwise agreed by the parties in writing (e.g., in a mutually-executed order form or other transaction document): (i) you will pay iConnections its then-current subscription fee for access to the Platform, as published on the Platform; and (ii) such subscription fee will be due and payable annually in advance.

The Platform may from time to time give you the option to purchase additional features or access (e.g., in connection with a particular Event) at the listed rates. By providing us a payment card or other payment method information, you authorize us to charge you for the designated amounts on a one-time or recurring basis, as selected by you. You acknowledge and agree that we may use one or more third-party payment processors to facilitate payments made through the Platform, and that such payment processors will receive sufficient information regarding you and your payment method as needed to process such payments.

Unless otherwise expressly set forth herein, all payments are non-refundable.

MANAGER RESPONSIBILITIES

If you are a Manager, you represent, warrant, acknowledge and agree that:

• You will be required to provide certain information (including personal information) to register your account on the Platform. You will also be required to demonstrate that you meet certain eligibility criteria.
• You are responsible for maintaining the security of your account and your login credentials, and you will be responsible for any actions taken using your account credentials.
• Your information may be shared as described in our privacy policy, but at a minimum your name and contact information will be shared with other Users (such as in an attendee list) using the Platform.
• You are responsible for ensuring you provide complete and accurate information and keep such information up to date, and you are responsible for any liability or damages arising from false, fraudulent, misleading, inaccurate or incomplete information.
• You are responsible for keeping your own records and making appropriate backups – iConnections will not be responsible for any loss of data in its possession or control.
• You are solely responsible for evaluating and selecting Investors you wish to meet and work with. This responsibility remains yours even if: (i) we endeavor to reasonably screen Investors; or (ii) we endeavor to show you “suggested” or “recommended” Investors that may be of particular interest to you based on your or their profiles, interests, or activities. The Platform is intended to facilitate your ability to meet Investors generally, but we do not endorse any particular Investor or Investors.
• You are responsible for ensuring you comply with any local, state, national, international or other rules and regulations.
• You must be honest and accurate in your description of any qualifications, certifications, experience, etc. in connection with your services and offerings. You are solely responsible for the content and quality of your services and offerings, and you agree to indemnify, defend, and hold us harmless from and against any and all claims made by any User or other third parties arising from the content or quality of your services or offerings.
• (i) Investors will not be using the Platform for purposes of accessing any one particular Manager or fund and (ii) no Investor may invest in a fund advised by a Manager on the Platform or through an Event within thirty (30) days of first subscribing to or first accessing the Platform or attending an Event and first having contact with such Manager.
• You have the authority to become a Manager and attend our Events, and you have taken all steps necessary to enable you to provide the information you have or will make available through our Events and any and all such information and materials will be in accordance with applicable law and will be accurate and complete and true in all material respects and will not omit any information.
• iConnections is not a broker dealer or an investment adviser and is not registered as such under federal or state securities laws and will not facilitate or provide any broker dealer or advisory (or any related) services.
• Any information provided to you by iConnections through its Events or the Platform will contain information provided by third parties which have not been vetted or independently verified by iConnections; and you acknowledge and agree that iConnections makes no representations or warranties as to the accuracy, completeness or timeliness of any of the information provided through any Event by such third parties.
• You are here for general purposes and iConnections has not and will not facilitate any brokerage, investment advisory or related services.
• You hold all authorizations, consents, exemptions and licenses required to be held by you under any applicable laws and regulations.
• You are duly authorized and empowered to perform any obligations or duties required by the Platform and the Terms do not constitute a breach of any obligations by which you are bound whether arising by contract, operation of law (including any conditions on your capital markets services license) or otherwise.
• By accessing and attending an Event and providing information about yourself to Users (including Investors), you will not violate or exceed any power or restriction granted or imposed by (i) any law, regulations, authorization, directive of order (whether or not having the force of law) to which you are subject; (ii) your constitutive documents, where applicable; or (iii) any agreement or arrangement to which you are a party or which is binding on you or your assets.
• None of your offering documents or application forms may or will be uploaded to the Platform.
• Notwithstanding any herein to the contrary, iConnections does not and will not monitor, approve or review any materials you upload to the Platform and it is your responsibility to strictly adhere to the terms and conditions imposed hereby.
• You shall cooperate and coordinate with and assist iConnections and take any and all actions to comply with Rule 206(4)-1 (the “Marketing Rule”) under the Investment Advisers Act of 1940, as amended.
• You shall (i) use best efforts to comply with the requirements of the Marketing Rule with respect to any endorsements, testimonials or documents used, made or provided by you or any of your agents in connection with your use of the Platform (including the conditions and requirements set forth in paragraphs (b)(1) through (3) of the Marketing Rule), and (ii) maintain such documents, records and information required to comply with the Marketing Rule.
• It is your responsibility to determine if an Investor is ultimately eligible to invest with you in any of your products, notwithstanding that the Platform may contain information regarding certain eligibility criteria of an Investor.
• iConnections makes no representation, warranty or other determination as to the accuracy of any Investor’s eligibility criteria indicated in an Investor’s eligibility form which is provided on and/or through the Platform, and iConnections does not and cannot confirm or guarantee that the criteria upon which an Investor bases its answers to any such eligibility questions is up to date and/or accurate with respect to the jurisdiction(s) in which any such Investor indicates.
• You are duly organized and validly existing under the laws of your jurisdiction of incorporation or formation.
• You will ensure that sufficient competent staff experienced in investment management will be available to answer questions by any User (including any Investor accessing your information at an Event or through the Platform).
• You agree to indemnify and hold harmless iConnections and its principals, members and affiliates and agents from any and all losses, liabilities, damages, costs and expenses (including but not limited to attorneys’ fees and expenses) incurred or likely to be incurred by any of them as a result of your use of the Platform or attendance of an Event, and as a result of any information, statements or materials provided (or omitted to be provided) by you at an Event or through the Platform.
• You will notify us promptly if any of these representations, warranties, acknowledgements and agreements becomes inaccurate or untrue in whole or in part.

INVESTOR RESPONSIBILITIES

If you are an Investor, you represent, warrant, acknowledge and agree that:

• You will be required to provide certain information (including personal information) to register your account on the Platform. You will also be required to demonstrate that you meet certain investment eligibility criteria.
• You are responsible for maintaining the security of your account and your login credentials, and you will be responsible for any actions taken using your account credentials.
• Your information may be shared as described in our privacy policy, but at a minimum your investment profile (such as investment preferences, portfolio size, etc.) that you provide us will be shared with Users using the Platform to facilitate matching.
• You are responsible for ensuring you provide complete and accurate information and keep such information up to date, and you are responsible for any liability or damages arising from false, fraudulent, inaccurate or incomplete information.
• You are responsible for keeping your own records and making appropriate backups – we will not be responsible for any loss of data in our possession or control.
• You are solely responsible for evaluating and selecting Managers (or any User, if applicable) you wish to meet and work with. This responsibility remains yours even if: (i) we endeavor to reasonably screen Managers; or (ii) we endeavor to show you “suggested” or “recommended” Managers that may be of particular interest to you based on your or their profiles, interests, or activities. The Platform is intended to facilitate your ability to meet Managers generally, but we do not endorse any particular Manager or Managers (or any User for that matter).
• You are responsible for ensuring you comply with any local, state, national, or other rules and regulations.
• If you are creating your account as part of your role at a given organization, then you must immediately notify us, and cease using your account, if and when you cease having such a role at such organization. You and your organization agree to indemnify, defend, and hold us harmless from and against any losses, liabilities, damages, costs and expenses (including but not limited to attorneys’ fees and expenses) related to your ongoing access to your account after your relationship with such organization has been modified or terminated.
• You are here for general purposes and iConnections has not and will not facilitate any brokerage, investment advisory or related services.
• (i) You are not using the Platform for purposes of accessing any one particular Manager or fund and (ii) you will not invest in a fund advised by a Manager on the platform or through an Event within thirty (30) days of first subscribing to or first accessing the Platform or attending an Event and first having contact with such Manager.
• You will promptly update iConnections if any of the information you provide regarding your status as an “Accredited Investor” or a “Qualified Purchaser” becomes untrue in whole or in part or if any of these representations, warranties, acknowledgement and agreements become untrue in whole or in part.
• iConnections is not a broker dealer or an investment adviser and is not registered as such under federal or state securities laws and will not facilitate or provide any broker dealer or advisory (or any related) services.
• Any information provided to you by iConnections through its Events will contain information provided by third parties which has not been vetted or independently verified by iConnections. You acknowledge and agree that iConnections makes no representations or warranties as to the accuracy or completeness of any of the information provided through any Event by such third parties.
• Any performance or related information being provided herein by any third parties must be independently verified by you and your advisors. You further represent, warrant, acknowledge and agree that each third party must provide accurate and complete information that conforms to applicable law in all instances.
• iConnections is not endorsing any of the Managers who provide information about themselves through any iConnections event and iConnections has conducted no due diligence on any such Managers (or any other User for that matter).
• While we may, among other things, make introductions to you (including providing information to you and passing your approved information on to Managers (or other Users for that matter)), arrange meetings for you and invite you to Events organized by us or by others in the alternatives industry which may enable you to meet Managers and discuss their investment strategies and their products, this will not further involve us.
• In making an introduction to a Manager through an Event, no agency or fiduciary relationship, joint enterprise or partnership is established between you and us, nor between any of the various Managers or their other clients and us, under any circumstances. You represent, warrant, acknowledge and agree that you will not have any contractual, client or other legal relationship with us in respect of any meeting or introduction other than as set forth in the Terms.
• Where we make available to you presentational materials prepared by third-party Managers or arrange through an Event for you to participate in meetings or conferences attended by third-party Managers, any information you receive whether written or oral, including information concerning various investment strategies and/or performance returns, will not have been verified or approved by us and is solely the responsibility of the third-party Managers; and you acknowledge that we accept no responsibility for its accuracy or completeness.
• Any introduction we make to a third-party Manager or any information you receive as a participant in our meetings through any Event will not and does not constitute an endorsement or recommendation by us of such Manager, any investment strategy or fund. Introductions to Managers and information with respect to their investment strategies and funds may not be complete or necessarily representative of their performance. You represent, warrant, acknowledge and agree that you are aware that other investment strategies, investment managers and funds exist and you should rely on your own advisors and conduct your own due diligence regarding the legal, regulatory, tax or financial implications of any investment.
• In the event we communicate performance information to you about a Manager or any of its funds or products, we do not vouch for such performance information nor give any assurances that it is accurate; the data will refer to past performance which is not a reliable indicator of future results; the performance data may be gross; and to the extent that it reflects intra-month performance or verbal estimates, such intra-month performance or verbal estimates will differ from month-end performance, will not be final and can change before the official data is published, and you should consider such data not in isolation but also in conjunction with the year to date performance information.
• (i) Investments in alternative funds are speculative, involve a high degree of risk, and are illiquid, (ii) alternative funds may be highly leveraged and their performance can be volatile and (iii) you could lose all or a substantial amount of any investment you make in a fund or with a Manager. You also represent, warrant, acknowledge and agree that you are solely responsible for performing such due diligence as you may deem appropriate, including consulting your own independent legal, tax and investment advisors, and that any information provided by iConnections is for information purposes only, shall not constitute advice and shall not form the primary basis of any investment decision you may make; no such information shall constitute an offer to sell or a sonication of any offer to buy any securities or investments. Further, you represent, warrant, acknowledge and agree to us that your attendance at any conference or meeting arrange by us via any Event is not a result of any recommendation, advice or solicitation by us or any Manager.
• You will indemnify and hold harmless iConnections and its principals, members and affiliates and agents from any and all losses, liabilities, damages, costs and expenses (including but not limited to attorneys’ fees and expenses) incurred or likely to be incurred by any of them as a result of your use of or participation in connection with an Event, and as a result of any information, statements or materials provided (or omitted to be provided) by you in connection with an Event.

OTHER USER RESPONSIBILITIES

As a Sponsor, Bundler, Service Provider, or other User (excluding Investors and Managers), you agree and acknowledge the following:

• You will be required to provide certain information (including personal information) to register your account on the Platform.
• You are responsible for maintaining the security of your account and your login credentials, and you will be responsible for any actions taken using your account credentials.
• Your information may be shared as described in our privacy policy, but at a minimum your name and contact information may be shared with Investors and Managers using the Platform.
• You are responsible for ensuring you provide complete and accurate information and keep such information up to date, and you are responsible for any liability or damages arising from false, fraudulent, inaccurate or incomplete information.
• You are responsible for keeping your own records and making appropriate backups – we will not be responsible for any loss of data in our possession or control.
• You are solely responsible for evaluating and selecting Investors and Managers you wish to meet and work with. This responsibility remains yours even if: (i) we endeavor to reasonably screen Investors or Managers; or (ii) we endeavor to show you “suggested” or “recommended” Investors or Managers that may be of particular interest to you based on your or their profiles, interests, or activities. The Platform is intended to facilitate your ability to meet Investors and Managers generally, but we do not endorse any particular Investors or Managers.
• You are responsible for ensuring you comply with any local, state, national, international or other rules and regulations.
• You are required to be honest and accurate in your description of any qualifications, certifications, experience, etc. in connection with your services and offerings. You are solely responsible for the content and quality of your services and offerings, and you agree to indemnify, defend, and hold us harmless from and against any and all claims made by any User or other third parties arising from the content or quality of your services or offerings.

CONTENT; OWNERSHIP AND LICENSE

“Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Platform or in connection with an Event.

All Content other than Your Content (as defined below) is owned by us or our third-party licensors and vendors and is protected by applicable copyright, trademark, and/or other intellectual property laws. Nothing contained on the Platform or in connection with an Event should be construed as granting any license or right to use any of the Content without our written permission other than as set forth herein. Subject to your continued compliance with these Terms, we hereby grant you a personal, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Platform and Content for your personal use. Any use of the trademarks included in the Content will inure to our (or the applicable licensor’s) benefit.

The version of the Platform you access as part of a specific Event, or in connection with a Bundler or Sponsor arrangement, may be white-labeled or co-branded between iConnections and the applicable Event organizer, Bundler, or Sponsor. For avoidance of doubt, the applicable Event organizer, Bundler, or Sponsor owns its trademarks, but this does not affect or diminish our ownership of the Platform itself or our own trademarks.

If you believe that any Content infringes your copyrights or that your intellectual property rights have been otherwise harmed, immediately notify our designated copyright agent by info@iconnections.io. Your notice must comply with the requirements of the DMCA by including the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you repeatedly infringe third party copyrights (e.g., by submitting Content without permission), whether proven or alleged, it is our policy to terminate your account on the Platform.

YOUR CONTENT; FEEDBACK

“Your Content” means any Content submitted to the Platform by you. We have the right, but no obligation, to monitor or screen Your Content and remove any of Your Content in our discretion, including if we deem it objectionable or inappropriate in any way. As between iConnections and you, you own Your Content. By submitting any of Your Content, you: (i) represent and warrant that you have all right, title, and interest to do so; (ii) acknowledge that Your Content will not be treated as confidential, and may be publicly visible via the Platform; (iii) grant us and our affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, and fully transferable and sublicensable license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of Your Content in any media and for any purpose whatsoever (including to operate, maintain, improve, and promote the Platform) without attribution or compensation to you or any other third party; and (iv) irrevocably waive any claims of moral rights, privacy, publicity, or similar rights in any of Your Content. If you provide feedback, suggestions, improvements, or requests for additional functionality related to the Platform (collectively, “Feedback”), you grant us an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of such Feedback in any way we deem reasonable, without any attribution or accounting to you. This paragraph will survive any termination or expiration of these Terms or of your account on the Platform.

COMMUNITY STANDARDS; RESTRICTIONS

We are not responsible for the conduct of any Manager or Investor. You agree to act in a professional, business-like, respectful, ethical, and lawful manner when using the Platform and when attending (whether in person or virtually) one of our Events, including complying with the iConnections Code of Conduct. Without limiting the foregoing, you represent, warrant, and agree that you will not: (i) remove any trademark or copyright notices contained in the Platform or Content; (ii) reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Platform or Content; (iii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Platform or Content; (iv) disassemble, decompile or reverse engineer the Platform or Content; (v) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Platform or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (vi) interfere with or disrupt the operation of the Platform or any other systems or otherwise interrupt or interfere with any other user’s use or enjoyment of the Platform; (vii) promote illegal activity or violate any applicable local, state, national or international law; (viii) post or transmit any Content that is discriminatory, unlawful, defamatory, abusive, harassing, threatening, indecent, pornographic, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy or other rights of any person; (ix) send unsolicited advertisements through the Platform; (x) impersonate any person or misrepresent your identity or affiliation; (xi) use the Platform in a way that is not for its intended purposes or that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; (xii) provide any false or misleading information or any information that you do not have the right to provide; or (xiii) otherwise violate any of our published rules, policies, or guidelines.

THIRD PARTIES

The Platform may contain links to websites owned or operated by, and marketing materials and Content provided by or promoting, third party Managers, Bundlers, Sponsors, Service Providers, or other Users, and their products and services (for which we may be compensated on a non-transaction basis by the applicable third party and therefore we have an incentive to list such Content over other Content for which we do not receive any compensation). We do not control or endorse such parties, websites, products or services, and we are not responsible for their materials or third-party Content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites or materials. We have the right, but not the obligation, to review any Content provided by third parties (including other users of the Platform). We do not endorse such third-party Content, and any views expressed therein are the views of the applicable author and do not necessarily align with our views. We are not responsible for the accuracy or reliability of any Content provided by third parties and will not be liable for any causes of action (including slander, libel, or invasion of privacy) relating to such third-party Content. We have no control over, and are not responsible for, your interactions (online or in person) with any third parties, including other users of the Platform even if introduced via the Platform. You are solely responsible for your interactions with any third parties. If you have any disputes with other users of the Platform, we may (at our discretion) attempt to facilitate a resolution, but are under no obligation to do so.

Additionally, the Platform may enable the use of certain third-party features, such as video conferencing solutions. Any use of third-party features will be subject to the applicable third party’s terms and conditions.

IMPORTANT DISCLOSURES

NEITHER WE, NOR THE PLATFORM OR CONTENT OR EVENT, PROVIDE LEGAL, TAX, FINANCIAL, INVESTMENT, BROKER DEALER OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT PROFESSIONAL ADVISORS ABOUT THE LEGAL, TAX, INVESTMENT, OR FINANCIAL CONSEQUENCES OF YOUR ACTIVITIES. WE DO NOT REPRESENT AND CANNOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM OR CONTENT. THE PLATFORM IS PROVIDED TO FACILITATE EVENTS, INCLUDING CONNECTIONS BETWEEN INVESTORS AND MANAGERS. WE ARE NOT A BROKER-DEALER OR AGENT OF ANY INVESTOR OR OF THE MANAGERS LISTED ON THE PLATFORM, ARE NOT COMPENSATED BASED ON TRANSACTIONS OR INVESTMENTS, CAPITAL RAISED OR THE VALUE OF INVESTMENTS AND WE DO NOT SOLICIT INVESTMENTS.

WITHOUT LIMITING THE FOREGOING, NOTHING PROVIDED ON OR THROUGH THE PLATFORM OR IN CONNECTION WITH AN EVENT SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFER OR SOLICITATION TO PURCHASE ANY SECURITY OR FINANCIAL INSTRUMENT, OR AS FINANCIAL, LEGAL, TAX, OR INVESTMENT ADVICE, OR A SUITABLE INVESTMENT OR RECOMMENDATION OR ENDORSEMENT OF ANY MANAGER, ITS STRATEGIES OR ANY FUND. CONTENT AVAILABLE ON OR THROUGH THE PLATFORM OR IN CONNECTION WITH AN EVENT SHOULD NOT BE CONSIDERED AS SUFFICIENT INFORMATION UPON WHICH TO BASE AN INVESTMENT DECISION. WE MAY KNOW INFORMATION ABOUT A MANAGER OR FUND THAT IS NOT CONTAINED IN THEIR POSTED OR PROVIDED CONTENT OR MATERIALS BUT WE SHALL HAVE NO RESPONSIBILITY TO SHARE SUCH INFORMATION WITH ANY INVESTOR. ALL INVESTMENTS ARE SUBJECT TO THE TERMS OF A MANAGER’S OR FUND’S DEFINITIVE DOCUMENTS. EXCEPT FOR DEFINITIVE OFFERING DOCUMENTS, CONTENT AND OTHER INFORMATION PROVIDED BY A MANAGER OR FUND IS NOT COMPLETE, DOES NOT CONTAIN IMPORTANT RISK AND OTHER INFORMATION ABOUT A MANAGER AND ITS FUNDS OR OTHER PRODUCTS/SERVICES AND MAY CONSTITUTE ONLY SUBJECTIVE VIEWS OF THE MANAGER. WE ARE NOT RESPONSIBLE OR LIABLE FOR THE OFFERING DOCUMENTS, CONTENT AND OTHER INFORMATION FURNISHED BY A MANAGER OR FUND. INVESTORS ASSUME SOLE RESPONSIBILITY AND RISK OF THEIR INVESTMENT DECISIONS AND THE DUE DILIGENCE RELATED THERETO. NO REPRESENTATION IS MADE THAT ANY MANAGER OR FUND WILL BE SUCCESSFUL. PAST PERFORMANCE OF A MANAGER OR FUND IS NOT INDICATIVE OF FUTURE RESULTS OF SUCH MANAGER OR FUND.

YOUR USE OF THE PLATFORM AND CONTENT AND PARTICIPATION IN ANY EVENT IS AT YOUR SOLE RISK AND THE PLATFORM AND ALL EVENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE PLATFORM AND CONTENT AND ALL EVENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THE CONTENT WILL BE COMPLETE OR ACCURATE. WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY ELECTRONIC NETWORK OR LINES, SERVERS, SOFTWARE, OR FAILURE OF TRANSMISSION AS A RESULT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE PLATFORM.

UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE PLATFORM, CONTENT, PARTICIPATION IN AN EVENT, OR FROM THE CONDUCT OF ANY USERS OF THE PLATFORM OR OTHER THIRD PARTIES. WE DO NOT ENDORSE ANY INVESTORS, MANAGERS, BUNDLERS, SPONSORS, SERVICE PROVIDERS OR OTHER USERS OR THIRD PARTIES LISTED, REFERENCED, OR REGISTERED USING THE PLATFORM OR IN CONNECTION WITH AN EVENT (EVEN THOSE WE MAY FEATURE OR SPOTLIGHT FROM TIME TO TIME). IF YOU CHOOSE TO WORK WITH ANY SUCH USERS OR THIRD PARTIES, YOU DO SO AT YOUR OWN RISK AND WE WILL NOT BE RESPONSIBLE FOR SUCH INTERACTIONS OR THE SERVICES PROVIDED BY SUCH THIRD PARTIES, INCLUDING INVESTMENT SERVICES. ANY SEPARATE INVESTMENT OR OTHER BUSINESS RELATIONSHIP YOU ENTER INTO WITH ANY THIRD PARTY IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND ICONNECTIONS IS NOT A PARTY TO SUCH RELATIONSHIP.

SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR THE INABILITY TO USE THE PLATFORM OR IN RELATION TO YOUR PARTICIPATION IN ANY EVENT, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE). TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE TO YOU FOR AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF $100 USD OR THE AMOUNTS PAID BY YOU TO US IN THE PAST THREE MONTHS. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. YOUR SOLE REMEDY IF YOU ARE DISSATISFIED WITH THE PLATFORM IS TO DISCONTINUE YOUR USE THEREOF.

RELEASE AND INDEMNITY

You will release, defend, indemnify, and hold us, our past, present, and future affiliates, licensors, licensees, marketing partners, and suppliers, together with their respective officers, directors, employees, and agents, harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from your use of the Platform, your participation in an Event, Your Content, your violation of these Terms, or any claims arising from transactions or relationships between you and other Users of the Platform or Event participants. We may opt to defend such claims at our sole discretion, in which case you will indemnify us for the costs of such defense. California residents hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.”

TERMINATION

We reserve the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) or any Event without notice. We may terminate or suspend your account at any time, without liability to you. We may terminate or restrict your access to any Event without a refund at any time and for any reason, including, without limitation, for health and safety reasons or in connection with a violation of iConnections’ Health and Safety Protocols. Your right to use the Platform or participate in an Event will automatically terminate if you breach these Terms. You may stop using the Platform at any time; to delete your account please contact us as set forth at the end of these Terms. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) shall so survive.

DISPUTE RESOLUTION; MANDATORY ARBITRATION; WAIVER OF JURY TRIAL AND CLASS ACTION

THESE TERMS ARE GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.

THE PARTIES AGREE THAT ANY DISPUTES ARISING IN CONNECTION WITH THE PLATFORM, AN EVENT, OR THESE TERMS WILL BE EXCLUSIVELY RESOLVED IN BINDING ARBITRATION USING THE DISPUTE RESOLUTION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION LOCATED IN NEW YORK, NEW YORK. NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION.

THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN CLASS-ACTION PROCEEDINGS.

FORCE MAJEURE

We are not and will not be responsible or liable for any delays or failures to perform due to causes beyond our reasonable control, which may include natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events.

GENERAL

We may from time to time offer you the chance to try certain “beta” or “evaluation” products, services, features, or functionality (“Beta Offerings”). NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL BETA OFFERINGS ARE PROVIDED ON A COMPLETE “AS-IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, AND WE WILL HAVE NO LIABILITY IN CONNECTION WITH THE BETA OFFERINGS.

Some or all of the Platform’s features and services may be limited or unavailable to users who are not residents and/or citizens of the United States.

You may not assign these Terms or these rights and obligations without our prior written consent; any purported assignment in violation of these Terms will be null and void. If any provision of these Terms is determined to be void or unenforceable in whole or in part, the remaining provisions of these Terms shall not be affected thereby and shall remain in force and effect.

These Terms and any policies referenced herein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party’s failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

You may provide notice to us by contacting us at info@iconnections.io. We may provide notice to you by email or regular mail at the address listed in your account profile, or through messages displayed or sent via this website or the Platform.

CONTACT

For more information or for help in answering any questions, please contact us at info@iconnections.io.

HEALTH & SAFETY PROTOCOL;

LIABILITY WAIVER, AND RELEASE OF CLAIMS

PRIVACY NOTICE

As a participant, whether as an attendee, guest, volunteer, or partner, you recognize that your participation, involvement, and/or attendance at any iConnections Event may result in some data collection, containing but not limited to: your name, email address, confirmation of vaccination status including a copy of your vaccination card, and daily no-contact temperature scanner readings. Your health data is captured on a secure third party, HIPPA compliant, mobile app. The data is not accessible by iConnections staff and is deleted after the Event.

LIABILITY WAIVER AND RELEASE OF CLAIMS

By attending the Event, you acknowledge and agree that you are deriving a personal benefit from attending the Event. You understand that your attendance at the Event, including all Event -related activities, is strictly voluntary and that if you attend any Event -related activities, you do so voluntarily and of your own free will. By attending the Event: 

YOU HEREBY RELEASE, WAIVE AND FOREVER DISCHARGE ANY AND ALL LIABILITY, CLAIMS, AND DEMANDS OF WHATEVER KIND OR NATURE AGAINST ICONNECTIONS LLC AND ITS SUBSIDIARIES AND AFFILIATES, INCLUDING IN EACH CASE, WITHOUT LIMITATION, THEIR DIRECTORS, OFFICERS, EMPLOYEES, VOLUNTEERS, REPRESENTATIVES AND AGENTS (COLLECTIVELY THE “RELEASED PARTIES”), EITHER IN LAW OR IN EQUITY, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSSES CAUSED BY THE NEGLIGENCE, FAULT OR CONDUCT OF ANY KIND ON THE PART OF THE RELEASED PARTIES, INCLUDING BUT NOT LIMITED TO DEATH, BODILY INJURY, ILLNESS, ECONOMIC LOSS OR OUT-OF-POCKET EXPENSES, OR LOSS OR DAMAGE TO PROPERTY WHICH YOU, YOUR HEIRS, ASSIGNEES, NEXT OF KIN AND/OR LEGALLY APPOINTED OR DESIGNATED REPRESENTATIVES, MAY HAVE OR WHICH MAY HEREINAFTER ACCRUE ON YOUR BEHALF, WHICH ARISE OR MAY HEREAFTER ARISE FROM YOUR PARTICIPATION IN ANY CONFERENCE-RELATED ACTIVITY.

ASSUMPTION OF THE RISK

YOU ACKNOWLEDGE AND UNDERSTAND THE FOLLOWING: (I) PARTICIPATION IN THE EVENT, INCLUDING ALL EVENT-RELATED ACTIVITIES, INCLUDES POSSIBLE EXPOSURE TO AND ILLNESS FROM INFECTIOUS DISEASES, INCLUDING, BUT NOT LIMITED TO, COVID-19; WHILE PARTICULAR RULES AND PERSONAL DISCIPLINE MAY REDUCE THIS RISK, THE RISK OF SERIOUS ILLNESS AND DEATH DOES EXIST; (II) YOU KNOWINGLY AND FREELY ASSUME ALL SUCH RISKS RELATED TO ILLNESS AND INFECTIOUS DISEASES, SUCH AS COVID-19, EVEN IF ARISING FROM THE NEGLIGENCE OR FAULT OF THE RELEASED PARTIES; AND (III) YOU HEREBY KNOWINGLY ASSUME THE RISK OF ALL OTHER INJURY, HARM AND LOSS ASSOCIATED WITH ANY EVENT ACTIVITY, INCLUDING ANY INJURY, HARM AND LOSS CAUSED BY THE NEGLIGENCE, FAULT OR CONDUCT OF ANY KIND ON THE PART OF THE RELEASED PARTIES.

Each time you use the Platform or attend any Event, you acknowledge that you have reviewed, agree to, and will comply with these Terms and the iConnections Code of Conduct, and Health and Safety Protocols.