Terms of use
PLEASE READ THESE TERMS AND CONDITIONS (“TERMS OF USE”) CAREFULLY. BY ACCESSING OR VIEWING THIS WEBSITE (“WEBSITE”) AND ANY PAGES THEREOF, YOU/USER AGREE TO BE BOUND BY THE TERMS OF USE. ICONIQ CAPITAL, LLC AND ITS AFFILIATES (COLLECTIVELY, “ICONIQ”) EXPRESSLY RESERVES THE RIGHT TO MODIFY THESE TERMS OF USE AND/OR WEBSITE AT ANY TIME. IT IS YOUR RESPONSIBILITY TO REVIEW THE TERMS OF USE AND YOUR CONTINUED USE OF THIS WEBSITE SHALL CONCLUSIVELY CONSTITUTE YOUR ACCEPTANCE OF THE TERMS OF USE AND ANY MODIFICATIONS THEREOF. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO ACCESS THIS WEBSITE, OR ANY PAGES THEREOF. BY ACCESSING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU HAVE REVIEWED, AND AGREE TO BE BOUND BY, ICONIQ’S PRIVACY NOTICE AND ALL POLICIES DESCRIBED THEREIN. IN ADDITION, ICONIQ’S PRIVACY NOTICE IS AVAILABLE BY CLICKING HERE OR UPON REQUEST. OUR PRIVACY POLICY IS ALSO A PART OF THESE TERMS OF USE.
Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and ICONIQ. The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. By accessing the Website, you acknowledge that you have read these Terms of Use, including our Privacy Policy, understand them, and agree to be bound hereby. All responses or information which may include personalized or customized investment-related advice shall not be made except pursuant to compliance with applicable laws and regulations.
Access to certain areas of this Website may be permitted only to authorized individuals who have valid login information and a password. You are responsible for the use of your login and password, and therefore, you must take appropriate steps to protect them from unauthorized disclosure. If you become aware of any unauthorized disclosure or access, you must immediately advise ICONIQ. Further, by using or accessing this You may not violate or attempt to violate the security of the Website. Tampering with any portion of the Website, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Website, whether or not through the use of agents, are prohibited and constitute a breach of these Terms of Use.
NO SECURITIES OFFERING OR INVESTMENT ADVICE
1. This Website is intended to provide general information regarding ICONIQ and its business and services. The information on this Website (the “Information”) is not intended as and does not constitute investment advice or an offer of investment advice, legal or tax advice, an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The Information should not be construed as ICONIQ’s endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving the Information, including but not included to the risk that any such Information is or becomes untimely, is or becomes erroneous due to technical or other errors, is incomplete, and/or other risks related to the display, source or accuracy of the Information, including risks that may be currently unknown to ICONIQ. You should carefully evaluate all Information, and you should seek the advice of professionals, as appropriate, to evaluate any data, Information, product or service. In addition, it should not be assumed that any information concerning past performances of any investment products is any indication of future performance in any way as there is always a risk of loss.
2. Private funds or other private investments sponsored, managed, recommended and/or advised by ICONIQ are not offered through the Website. An offer regarding any private investment may be made only after you have received from ICONIQ applicable subscription documentation and other legal documents concerning the investment at issue and have had the opportunity to discuss all matters concerning the prospective investment with your counsel and any other relevant advisers. The Website does not provide Information material to an investor’s decision to invest in any such investment, including, but not limited to, risk factors. Certain investment strategies are subject to significant risks and therefore, not suitable for all investors.
IMPORTANT PORTFOLIO AND PERFORMANCE INFORMATION
3. Portfolio Information (including the Information contained in any user-generated report) is based on data received from custodians, or in the case of limited partnership (or other private investment vehicles) or private placement positions, inputted data received from these entities or their designated administrators. The values and performance presented for private investment vehicles are preliminary, unaudited and subject to change. The Information provided may be subject to timing, reconciliation, or other differences as compared to information reported by your custodians or other investment vehicles. Please refer to information provided directly to you from your custodians and investment vehicles as the primary source for holdings, cost basis and transactional data. If you feel you are not receiving any custodial statements or investment vehicle reports for assets managed by ICONIQ, please contact your ICONIQ client team promptly.
4. The Information provided for your portfolio may also include unmanaged assets and brokerage or other investment accounts not managed by ICONIQ. Users that have provided access to Information about assets not managed by ICONIQ will see returns reflective of the Information provided. Net performance results reflect the deduction of advisory fees, brokerage or other commissions, and any other expenses. Performance results reflect the reinvestment or payment of dividends and other earnings.
5. Any market or composite indices presented on the Website or included in a report are for informational purposes only. They should not be interpreted as a direct comparison to any strategies used by ICONIQ to manage accounts or investments. Past performance is not indicative of nor a guarantee of future returns. Investing in securities involves risk of loss.
PERSONAL AND NON-COMMERCIAL USE LIMITATION
6. The Website is for your personal and non-commercial use. ICONIQ hereby grants you a non-exclusive, non-transferable and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, broadcast, frame, license, reverse engineer, decompile, disassemble, create derivative works from, transfer or sell any data, Information, products or services obtained from the Website. Except as specifically approved by ICONIQ, you may not allow others to use your user name and password to access or use any part of the Website. You accept full responsibility for any use of your password. If your password has been compromised for any reason, you should contact ICONIQ immediately for a new password. ICONIQ is not obligated to inquire as to the authority or propriety of any use or action taken under your password. ICONIQ will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions. All Information on the Website is subject to confidential treatment and is made available solely for your authorized use in connection with your investment activities. You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access or mine the Website for any purpose without the prior written permission of ICONIQ. The Website is available only for lawful purposes, and you are prohibited from using the Website for any fraudulent or illegal purpose.
INTELLECTUAL PROPERTY
7. This Website and all its content, including all trademarks, service marks, trade names, logos, text, materials, and other information (collectively, “Intellectual Property”), are the exclusive property of ICONIQ and/or their respective owners. Any other third party Intellectual Property used in this Website is owned by their respective owners, and ICONIQ makes no representations of any kind with respect to such third party Intellectual Property. Nothing in this Website shall be deemed to convey upon you any right, title, or interest in any Intellectual Property except for the right to view and/or use the same pursuant to these Terms and of Use. Any unauthorized use of any Intellectual Property may constitute an infringement under applicable laws for which you shall be solely liable. You may not remove any copyright, trademark or other proprietary notice or legend contained on or printed from the Website.
8. Except as expressly permitted in writing, no content, data, information, or materials provided on the Website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way to third parties. You may, for your own internal use only, download any information or materials displayed on this Website for non-commercial, personal informational use only, provided that you also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, report or use the content of this Website for public or commercial purposes, including the text, images, and/or audio and video, without ICONIQ’s prior written permission.
9. This Website may contain links to other websites and/or other third party content. This is provided solely for your convenience and ICONIQ does not review or monitor any third party websites linked from or to the Website and does not make any representations or warranties with respect to such third party websites and/or information. If you decide to access the linked third party website, you do so at your own risk. ICONIQ shall not be responsible for any information, materials or services obtained on or from such other websites and will not be liable in any respect for any damages arising from your access of such websites. The inclusion of these links does not imply any endorsement, representation or warranty by ICONIQ with respect to any such website or the content or services contained through such websites. Furthermore, you agree not to link any websites to this Website without the express prior written consent of ICONIQ.
10. The Website may allow you to upload, submit, or transmit postings, messages, text, files, images, graphics, photos, audio clips, sounds, video, or other materials, including such materials that may contain personally-identifiable information (collectively, the “Content”). By uploading, submitting, or submitting such Content to or through the Website at any time, you agree that you shall be at all times solely responsible for all Content that you post, email, or otherwise make available through the Website, including all information provided to ICONIQ. By uploading or otherwise posting any Content on the Website, you expressly represent, warrant, and covenant that: (i) you own or otherwise have all necessary rights or permission, including but not limited to copyrights, to the Content you provide and the rights to use it as provided in these Terms of Use; (ii) all information you provide is true, accurate, current, and complete, and does not violate these Terms of Use; and (iii) the Content will not cause injury to any person or entity.
11. You agree not to upload, transmit, distribute, or otherwise publish in or on the Website, any Content that is illegal or otherwise harmful, including, without limitation, Content that: (i) is libelous, defamatory, obscene, abusive, or threatening; (ii) represents a personal attack against or an invasion of the privacy of any individual; (iii) infringes the Intellectual Property rights, including, but not limited to, copyrights and trademarks, of any person or entity; and/or (iv) advertises any goods or services or solicits any funds. We may, at any time, refuse or remove any Content without notice to you. However, we shall have no obligation to monitor Content, and you agree that we will not be liable for any loss or damage arising out of or relating to any Content or the uploading or submission of such Content to the Website.
12. By uploading or providing any Content, you grant to ICONIQ a non-exclusive, worldwide, royalty-free, fully sublicenseable license to use, distribute, edit, display, archive, publish, sublicense, perform, reproduce, make available, transmit, broadcast, sell, translate, and create derivative works of all Content, including your name, voice, and likeness in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, for developing, manufacturing, and marketing products. You hereby waive any moral rights you may have in your Content. The foregoing shall not, however, include any personally-identifiable or financial information.
DISCLAIMERS AND LIMITATION OF LIABILITY
13. ICONIQ makes no warranties or representations as to the accuracy of this Website or any information or materials provided herein. Under no circumstances shall ICONIQ, its officers, directors, managers, employees, contractors, or any party involved in creating, producing, or delivering the Website be liable to you or any third party for any direct, incidental, consequential, indirect, or punitive damages that result from the use of, or the inability to use, the materials on this Website, even if an ICONIQ authorized representative has been advised of the possibility of such damages. Further, ICONIQ shall not be liable for any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in this Website or your downloading of any materials, data, text, images, video, or audio from this Website.
14. WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. THE DATA, INFORMATION, PRODUCTS AND SERVICES PUBLISHED ON THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND THE RESULTS OBTAINED THEREFROM ARE NOT GUARANTEED BY ICONIQ OR ANY PERSONS CREATING OR TRANSMITTING SUCH DATA, INFORMATION, PRODUCTS AND/OR SERVICES. ICONIQ AND/OR ITS RESPECTIVE THIRD-PARTY SERVICERS AND/OR SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE WEBSITE AT ANY TIME WITHOUT NOTICE. THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.
15. ICONIQ AND/OR ITS THIRD-PARTY SERVICERS AND/OR SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE DATA, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH DATA, INFORMATION, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ICONIQ AND/OR ITS RESPECTIVE THIRD-PARTY SERVICERS AND/OR SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS DATA, INFORMATION, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.
16. YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE WEBSITE. ICONIQ’S LIABILITY WITH RESPECT TO THE WEBSITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL ICONIQ AND/OR ITS THIRD-PARTY SERVICERS AND/OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY DATA, INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ICONIQ OR ANY OF ITS THIRD-PARTY SERVICERS AND/OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF ICONIQ, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE WEBSITE WITH RESPECT TO THE WEBSITE IS $100.
17. ICONIQ AND ANY PERSON CREATING OR TRANSMITTING THE DATA AND INFORMATION ON THE WEBSITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE DATA, INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE WEBSITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE WEBSITE.
REFERENCES TO PUBLICATIONS AND OTHER COMPANIES
18. References to any publication or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of ICONIQ or that ICONIQ endorses, recommends or approves the services or products of such companies.
MODIFICATION AND MONITORING OF WEBSITE
19. ICONIQ may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. ICONIQ expressly reserves the right to monitor any and all use of the Website.
TERMINATION AND CANCELLATION
20. ICONIQ may modify or terminate the Website and terminate your access to the Website without notice at any time and for any reason.
INDEMNITY
21. You agree, at your own expense, to indemnify, defend and hold harmless ICONIQ, its subsidiaries and affiliates, and their officers, directors, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Website or any product or service related thereto, or any of your other acts or omissions.
JURISDICTIONAL ISSUES AND APPLICABLE LAW
22. Unless otherwise specified, ICONIQ controls and operates the Website from its offices within the State of California, United States of America. ICONIQ does not claim that materials in the Website are appropriate or available for use in locations other than California. If you choose to access the Website from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.
23. These Terms of Use are governed by the laws of the State of California, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City and County of San Francisco, California, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
GENERAL
24. You agree that no joint venture, partnership, employment or agency relationship exists between you and ICONIQ as a result of these Terms of Use or use of the Website.
25. ICONIQ’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of ICONIQ’s right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by ICONIQ with respect to such use.
26. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.
27. By reviewing or using the Information after accessing the Website, you represent and warrant that (a) you have the authority and all rights necessary to enter into these Terms of Use, create a binding contractual obligation and fully perform all of your obligations under these Terms of Use, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding (c) you are expected to and will periodically review this page to take notice of any changes made by ICONIQ, and (d) you will use the Information in a manner consistent with applicable laws and regulations and in accordance with these Terms of Use, as ICONIQ may amend them online or otherwise from time to time and with or without notice to you of such amendments. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
28. These Terms of Use constitute the entire agreement between you and ICONIQ with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and ICONIQ with respect to the Website. You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.
29. If you have any questions about this Website or these Terms of Use, you may contact ICONIQ at the following address: legalnotices@iconiqcapital.com
Notices of Copyright Infringement
30. ICONIQ will respond to notices of alleged copyright infringement that comply with applicable law and this section of these Terms of Use. In accordance with the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), if you believe any content accessible on the Website infringes your copyright, you may request removal of that content from the Website by submitting written notice, with your physical or electronic signature, to our Copyright Agent designated below that includes the following information (the “DMCA Notice”):
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works;
- Identification of the Content you believe to be infringing in a sufficiently precise manner to allow us to locate that Content;
- Information by which we can contact you (including your name, postal address, telephone number and e-mail address);
- A statement that you have a good faith belief that the use of the content is not authorized by the copyright owner, its agent or the law (e.g., is not a “fair use”);
- A statement that the information in the written notice is accurate; and
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
DMCA Notices may be sent to us at legalnotices@iconiqcapital.com. If you knowingly materially misrepresent that any Content on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under the DMCA.
Under the Financial Instruments and Exchange Act of Japan, Business Operators of Specially Permitted Businesses for Qualified Institutional Investors, Etc. are required to make available to the public certain information. If you would like to obtain such information as to ICONIQ Strategic Partners VII TT GP, Ltd., please make a request via email to info@iconiqcapital.com and indicate your name, company name, position and email address, and such information will be sent to you via email promptly after your request.