EMERGEVEST LIMITED
Terms of use agreement
Effective as of January 1, 2021
This Terms of Use Agreement ("Agreement") is intended to constitute a binding license agreement that conditions your use of the EmergeVest Websites, and any sites that are automatically redirected to them. For the purposes of this Agreement, (a) EmergeVest Limited and its affiliates will be referred to as the "Company", "we", "us", "our" or "EmergeVest" and (b) EV Website refers to all EmergeVest websites, social media sites, their content and any sites that are automatically redirected to them.

This Agreement is intended to constitute a binding agreement that governs your use of the EV Websites and the submission of the Submitted Materials. By accessing or using the EV Websites or submitting the Submitted Materials, you agree to be bound by all of the terms, conditions and notices contained in this Agreement and the Privacy Policy. By using the EV Websites or submitting the Submitted Materials, you express your understanding and agreement that you are bound by this Agreement and the Privacy Policy. If you are unwilling to be bound by these general terms and conditions with respect to any EV Websites, do not access or use that EV Website or submit the Submitted Materials.

By entering the EV Websites, you are deemed to be representing and warranting that (a) you have read and understand the information contained in this page and accept the terms and conditions contained herein and in the Privacy Policy, (b) the applicable laws and regulations of your jurisdiction allow you to access the information on the EV Websites, (c) you are duly authorized to access this webpage for the purpose of acquiring information, and (d) you or any other person or entity you represent initiated the discussion, correspondence or other communications with EmergeVest or its representatives, which resulted in your requesting access to the EV Websites and the information regarding the EmergeVest Funds, and none of EmergeVest or its representatives at any time directly or indirectly contacted you with respect to the provision of investment advisory services or investment management services in an EmergeVest Fund prior to such unsolicited initiation of discussions, correspondence or other communications.


EmergeVest Funds

The information on this website is approved for publication by EmergeVest and includes information about funds and investment vehicles advised and/or managed by EmergeVest Limited and EmergeVest HK Limited (any such fund being an "EmergeVest Fund").

EmergeVest Funds are not currently authorised by the SFC and, hence, are not available for investment by Hong Kong retail investors.

The EV Websites and its contents is permitted only for the use of persons who are "professional investors" within the meaning provided in the Hong Kong Securities and Futures Ordinance; or the equivalent class of "accredited investor" or "professional client" under the laws of the country or territory of such person. The products and services described in the EV Websites are available to such aforementioned categories of persons only. None of the contents of the EV Websites have been approved or endorsed by the SFC, any other global regulator or any other regulatory authority in Hong Kong or elsewhere.

The information on the EV Website is not intended for persons located or resident in jurisdictions where the distribution of such information is restricted or unauthorized. No action has been taken to authorize, register or qualify any of the EmergeVest Funds or otherwise permit a public offering of any EmergeVest Fund in any jurisdiction, or to permit the distribution of information in relation to any of the EmergeVest Fund in any jurisdiction.


No Advisory or Investment Advice

The EV Websites and the information contained therein does not constitute investment advice, are not intended as an offer to sell, or the solicitation of an offer to purchase, any interest in the EmergeVest Funds, security, financial instrument, strategy, investment product or other services, the offer and/or sale of which can only be made by definitive offering documentation. Any offer or solicitation with respect to any interest in the EmergeVest Funds, security, financial instrument, strategy, investment product or other services that may be issued by any investment vehicle managed by EmergeVest or any of its affiliated entities will be made only by means of definitive offering memoranda and in accordance with the relevant securities and other laws of applicable jurisdictions. The investments and strategies discussed in the Content may not be suitable for all investors and are not obligations of or guaranteed by EmergeVest. The investments are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other entity and are subject to investment risks, including the loss of the principal amount invested. Nothing contained on the EV Websites constitute investment, legal, tax or other advice nor is to be relied on in making an investment or other decision. Decisions based on the Content are the sole responsibility of the user. If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs. You agree that EmergeVest is not liable for any action you take or decision you make in reliance on any Content. EmergeVest will not treat users of the EV Websites as its partners, clients, customers or investors by virtue of their accessing the EV Website.


No Advertisement

No EV Website is an advertisement and is not intended for public use or distribution. EV Websites have been prepared for the purpose of providing general information only without taking account of any particular investor's objectives, financial situation or needs and does not amount to an investment recommendation. An investor should, before making any investment decision, consider the appropriateness of the information in an EV Website, and seek professional advice, having regard to the investor's objectives, financial situation and needs. In all cases, anyone proposing to rely on or use the information contained in the EV Websites should independently verify and check the accuracy, completeness, reliability and suitability of the information.


Disclaimer

The Company does not warrant that any material or information on the EV Websites are accurate, complete or current. Any information or material on the EV Websites may be changed at any time without prior notice. The materials in this webpage could include technical inaccuracies or typographical errors, and could become inaccurate as a result of developments occurring after their respective dates. Dated content speaks only as of the date indicated. EmergeVest undertakes no obligation to maintain the currency of such information. Any links to other websites contained within the EV Websites are for the convenience of the user only and do not constitute an endorsement by EmergeVest of these websites. EmergeVest is not responsible for the content of other websites referenced in any EV Website. In particular, the Company does not accept any liability for any infringement of any person's intellectual-property rights by, or liability arising out of any information or opinion contained on, any such third-party website. Without prejudice to the foregoing or anything else in this Agreement, all information contained herein is provided "as is" and "as available" with all faults, and without any warranties whatsoever, express or implied. All warranties (including but not limited to any warranties of merchantability, adequacy, suitability, fitness for any particular purpose, title, non-infringement, availability, freedom from viruses or malware, completeness, timeliness, functionality, sequencing, speed of delivery, accuracy, reliability, or security of information) are expressly excluded and disclaimed.


Social Media

EmergeVest may publish content on social media platforms, including, but not limited to, Twitter and LinkedIn (collectively, "Social Media Sites"), however the Company is not affiliated with any Social Media Sites or any of their services. By accessing one of the Company's channels, content, posts or information on Social Media Sites, you signify your agreement with all applicable terms and conditions of this Agreement, as well as the relevant terms and conditions of use that govern the respective Social Media Site. Content and information posted by EmergeVest on Social Media Sites is for information purposes only. EmergeVest does not review or monitor any websites linked from or to the EV Websites nor does it make any representation or warranty as to the accuracy or completeness of the content posted on its channels on Social Media Sites, and EmergeVest shall have no liability for any action taken (or inaction) in reliance on any such content. EmergeVest reserves the right to modify or delete any content posted on its channels on the Social Media Sites at any time in its sole discretion. EmergeVest's posts on Social Media Sites are not, and should not be considered to be, investment advice, an offer to sell, solicitation to buy, or recommendation to invest in any particular security, financial investment, strategy, investment product or other services. EmergeVest does not control and is not responsible for any third party content on Social Media Sites, including content that may be posted on its channels or linked to through such channels. EmergeVest makes no representations about third party content and your use or of reliance on any such content is at your own risk.


Limitation of Liability

None of EmergeVest nor its affiliates and its and their respective shareholders, directors, managers, partners, members, officers, employees, affiliates and agents assume any liabilities in respect of (a) any errors or omissions on any EV Website, (b) any use or reliance on the contents of any EV Website, or (c) any and all claims, liabilities, losses, costs or damages under any theory, including but not limited to any direct or indirect or consequential loss or damage of any kind (including any lost profits, lost savings, lost data, business interruption or other direct, indirect, punitive, special, consequential or incidental damages or claims (whether in contract, in tort or otherwise)) resulting directly or indirectly from or in connection with any access, use (or inability to use) or distribution of the EV Websites, including damages caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, destruction or unauthorised access to, alteration of or use of any asset, whether for breach of contract, tortious behaviour, negligence or under any other cause of action, or any Content obtained through the use of this Website. This is true even if EmergeVest has been advised of the possibility of such damages or losses. Unless otherwise agreed with EmergeVest, any use, disclosure, reproduction, modification or distribution of the contents of any EV Websites, or any part thereof, is strictly prohibited. If any warranty disclaimer or limitation on liability in this Agreement is found to be invalid or unenforceable for any reason, then the aggregate liability of the Company or any of its affiliates upon any claim arising out of the use of any EV Website or its contents shall not exceed US$1,000.00. All users of the EV Website agreement that this is a reasonable allocation of risk and that the parties would not have entered into this Agreement without these limitations of liability.


Indemnification

You agree to defend, indemnify and hold the Company, its affiliates, its investment adviser and their affiliated directors, officers, members, partners, employees, agents and representatives harmless from any and all claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees, arising in any way from (a) your use of the EV Websites or its content, (b) your Submitted Materials, or (c) your breach or violation of law or this Agreement. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defence.


Forward Looking Statements

Statements included on the EV Websites may constitute "forward-looking statements", which relate to future events or the Company or its affiliates' future performance or financial condition. You can identify these forward-looking statements by the use of words such as "outlook", "believe", "expect", "potential", "continue", "may", "should", "seek", "approximately", "predict", "intend", "will", "plan", "estimate", "anticipate" or the negative version of these words or other comparable words. Forward-looking statements are subject to various risks and uncertainties. Actual results and condition may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. Simulations, past and projected performance may not necessarily be indicative of future results should not be relied upon in making investments. Figures may be taken from sources that are believed to be reliable (but may not necessarily have been independently verified), and such figures should not be relied upon in making investment decisions. EmergeVest, its officers and employees do not assume any responsibility for the accuracy or completeness of such information. EmergeVest undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. There is the risk of loss as well as the opportunity for gain when investing in funds managed or advised by EmergeVest. We can make no assurance that our future performance will match our expectations. Any transactions described on the EV Websites as having been engaged in by EmergeVest are included as representative transactions for illustrative purposes only, and may not be representative of all transactions engaged in by EmergeVest.


Intellectual Property Rights

All copyright and other intellectual property rights subsisting in the EV Websites and its contents, including without limitation all text, images, graphics, services, visuals, code, software, data and other materials contained in the EV Website (collectively, the "Contents") the look and feel and the design and organisation of the EV Websites and the trademarks, service marks and logos contained therein are owned by or licenced to EmergeVest. You are hereby granted a limited, revocable, non-exclusive and non-transferable right to use the Content, but only while accessing EV Websites. You are also granted a limited right to view, store, bookmark, download, copy and print pages posted on the EV Websites, but only for your personal and non-commercial use. The Contents may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of EmergeVest. You shall not copy any portion of the EV Website (such as by bots, robots or spiders that "harvest" the EV Websites), interfere with the functioning of the EV Websites or restrict or inhibit any others from using the EV Websites. If you download or print a copy of any Content for personal use, you must retain all and may not modify any copyright and other proprietary notices contained therein. Use of any of the trademarks for commercial purposes of EmergeVest or any of its portfolio companies or investments is strictly prohibited without the prior written consent of the respective owners. EmergeVest reserves all its rights in such trademarks.


Submitted Materials

Unless specifically requested or otherwise agreed, we do not solicit, nor do we wish to receive, any confidential, secret or proprietary information, or other material from you through the EV Websites or by electronic mail. Any information, proposals, requests, creative works, pictures, documents, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to EmergeVest on or through the EV Websites or by electronic mail in any manner other than your personally identifiable information (collectively, "Submitted Materials") will be deemed not to be confidential or secret, and may be used by us in any manner consistent with this Agreement and the Privacy Policy.

By submitting Submitted Materials on the EV Websites or by electronic mail, you: (a) represent and warrant that you have the necessary licenses, rights, consents and permissions to use such Submitted Materials and submit them to EmergeVest through the EV Websites or by electronic mail; and (b) you grant us (and our affiliates) a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use the Submitted Material (in whole or part) in any manner and/or to incorporate it (in whole or in part) in other works (including, without limitation, the EV Websites), products or services in any form, media, or technology now known or later developed.


Cookies

The EV Websites may use cookies to store both your personal and non-personal information. "Cookies" are small text files a website may use to recognize repeat visitors, facilitate the visitor's ongoing access to and use of the website, and allow the website to track the visitor's behaviour and compile aggregate data for content improvements. By using the EV Websites, you agree to the Company's use of cookies.


Amendments

You agree that we may modify the terms of this Agreement in our sole discretion, without advance notice, and that your right to access the EV Websites is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We assume no responsibility for your failure to actually receive notice. It will be your responsibility to review this page for possible amendments. Any such changes will be effective upon posting. You should consult the "Terms of Use Agreement" bar on this EV Website each time you visit this EV Website. If you do not agree with it, you should not use this EV Website.


General

Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of this Agreement as possible. Any section headings or titles in this Agreement are inserted for convenience only and shall have no other meaning. This Agreement and the applicable Privacy Policy sets forth the entire agreement and understanding between the Company and the user of the EV Websites or any other Submitted Materials regarding its subject matter and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, agreements or other communications regarding the same subject matter.


Termination

EmergeVest has the right (but not the obligation) to monitor the EV Websites for any unauthorized or objectionable conduct and to take all appropriate actions in response, without notice to you. We may terminate, change, suspend or discontinue any aspect of the EV Website at any time. We may restrict, suspend or terminate your access to the EV Website and/or to any of its content if we believe in our sole discretion that you are in breach of this Agreement or applicable law, or have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of the Company, our users, or any other person. EmergeVest may investigate any complaint regarding or suspected violation of these Terms of Use, and may report any activity relating to the EV Websites to regulators, law enforcement officials or other persons or entities that it deems appropriate.


Governing Law

All transactions arising from use of the EV Website or the submission of the Submitted Materials, and this Agreement, shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of Hong Kong.


Dispute Resolution

If you believe you have a dispute or claim against us arising out of your use of the EV Websites or any of its content or under this Agreement, you agree to first discuss the matter informally with the Company for at least 30 days. To do that, you must give us written notice, which will include your full name and contact information, the nature and basis giving rise to your dispute or claim and your proposed resolution, sent to Suite 2910A, 29/F, Skyline Tower, 39 Wang Kwong Road, Kowloon Bay, Hong Kong, for the attention of: General Counsel.

You irrevocably agree that any dispute, controversy, difference or claim arising out of or relating to your use of the EV Websites or any of its content, or submission of Submitted Materials or under this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration (as defined therein) is submitted and as may be amended by this section.

The arbitration tribunal shall consist of three arbitrators. The official language of the arbitration shall be English and the seat of the arbitration shall be Hong Kong. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any person to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defences to such enforcement based on lack of personal jurisdiction or inconvenient forum.

Any person may, to the extent permitted under the laws of the jurisdiction where the application is made, seek interim equitable relief, including an action seeking injunction or specific performance from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of Hong Kong, a court or authority hearing an application for interim equitable relief may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim equitable relief. For the avoidance of doubt, this paragraph is only applicable to the seeking of interim equitable relief and does not restrict the application of this section in any way.