Hedge Scout Data Provider Agreement

Hedge Scout Data Provider Agreement

March 1, 2025
Confidential

1. Introduction

Hedge Scout LLC, a Connecticut limited liability company with its primary place of business in Greenwich, CT, USA (“Hedge Scout”), makes available an online portal and electronically delivered newsletters (“Service”) that hosts information, content, performance returns, and other data and documents (“Materials”) independently provided by investment advisers, sub-advisers, managers, hedge funds, commodity trading advisors, and other sponsors (each a “Data Provider”) with respect to investment vehicles and separate accounts they advise (each a “Fund”), as well as proprietary information, data, databases, documents, analyses, compilations, studies, reports, and other items prepared by Hedge Scout that incorporate all or part of, are derived from, are a compilation of, or are otherwise developed using Materials (“Content”). By submitting Materials to the Service, you acknowledge that you are a Data Provider and agree to be bound by the following terms and conditions (“Terms”) in connection with your access to and use of the Service, effective as of the date you first submit Materials to the Service (“Effective Date”). For purposes of these Terms, “Loss” means damages, claims, liabilities, losses, awards, judgments, penalties, third-party claims, interest, costs, and expenses, including reasonable attorneys’ fees, arising from claims related to breaches of these Terms, inaccuracies in Materials, or misuse of the Service, whether arising under tort, contract, statute, or otherwise. Multiple claims arising out of the same act, error, or omission, or series of continuous, interrelated, or repeated acts, errors, or omissions shall be considered a single Loss.

2. License to Materials

By submitting Materials to the Service, Data Provider grants Hedge Scout a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, modify, and create derivative works from the Materials for the purpose of operating and promoting the Service, for so long as Data Provider maintains its participation in the Service, subject to a twenty-one (21) day period following Data Provider's request to Hedge Scout to remove, adjust, or correct specified Materials from the Service, during which period Hedge Scout shall effect such requested removal, adjustment, or correction. Data Provider retains ownership of its original Materials and may use such Materials outside the Service, provided such use does not infringe Hedge Scout’s proprietary rights in the Content or Software (as defined below). Hedge Scout may continue to use derivative works of the Materials, including in its Content, after termination of participation, provided such use does not include identifiable Data Provider Materials that have been removed at Data Provider’s request. Except as expressly authorized by Hedge Scout, Data Provider agrees not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in whole or in part. In connection with its use of the Service, Data Provider will not engage in or use any data mining, robots, scraping, or similar data-gathering or extraction methods. The technology and software underlying the Service or distributed in connection therewith are the property of Hedge Scout, its affiliates, and its partners (the “Software”). Data Provider agrees not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of, sell, assign, sublicense, or otherwise transfer any right in the Software. Hedge Scout shall be the exclusive owner of all right, title, and interest, including all related intellectual property rights, in and to the Content and Service, where “Content” is defined as proprietary information, analyses, and reports that incorporate or derive from submitted Materials.

3. Data Removal and Alteration

Data Provider shall have the right to remove, correct, or adjust Materials submitted to Hedge Scout. Data Provider may request to remove, correct, alter, or adjust Materials by emailing research@hedgescout.com. Hedge Scout will process such requests within twenty-one (21) days of receipt. “Public domain data,” defined as strategy overview, employees, firm name, fund names, address, phone number, employee pedigree, email, web address, assets under management, and performance, may remain on the Service at Hedge Scout’s discretion, provided such data is publicly available and not subject to data protection laws requiring removal.

4. Data Provider Responsibilities

Data Provider is and will remain solely responsible for:

  • (i) providing accurate Materials to Hedge Scout;
  • (ii) promptly notifying Hedge Scout to correct material inaccuracies in previously provided Materials; and
  • (iii) all communications with Service users who contact Data Provider directly, including, without limitation, through a link to the website of Data Provider made available through the Service.

Data Provider represents and warrants, to the best of its knowledge, that:

  • (i) its provision of Materials has been duly authorized in accordance with the terms and conditions of the Fund’s governing documents;
  • (ii) Data Provider and its Fund(s) will at all times comply with all applicable laws and regulations relevant to their status, including, where applicable, the Investment Advisers Act of 1940, as amended, the Investment Company Act of 1940, as amended, the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and the Commodity Exchange Act of 1936, as amended;
  • (iii) all performance returns and other Fund data included in Materials provided to Hedge Scout will be calculated in accordance with applicable laws and regulations, including, where applicable, Rule 206(4)-1 of the Investment Advisers Act, for Data Providers subject to such requirements; and
  • (iv) it will promptly notify Hedge Scout in the event that any data becomes materially inaccurate, false, or misleading.

Data Provider further represents and warrants, to the best of its knowledge, that the Materials provided by Data Provider:

  • (a) are and will be current, accurate, truthful, and complete;
  • (b) do not materially infringe, misappropriate, or violate any intellectual property rights, publicity or privacy rights, or any applicable law, rule, or regulation;
  • (c) are not defamatory, harmful to minors, obscene, or child pornographic; and
  • (d) do not contain any viruses or programming routines intended to damage, surreptitiously intercept, or expropriate any system, data, or personal information.

5. Indemnification

Data Provider will indemnify, defend, and hold Hedge Scout harmless from and against any Loss (as defined in Section 1) arising out of or resulting from a third-party claim that, if true, would constitute a material breach of these Terms or intentional misconduct by Data Provider.

6. Disclaimers and Limitations

Data Provider agrees that Hedge Scout will not be responsible for any Loss (as defined in Section 1) of any Fund, Fund investor, or Fund beneficial owner resulting from:

  • (i) inaccuracies or deficiencies in Materials provided by Data Provider;
  • (ii) Data Provider’s failure to comply with applicable laws concerning its provision of Materials to Hedge Scout; or
  • (iii) Data Provider’s failure to provide and maintain accurate identifying information through the Service.

HEDGE SCOUT SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO THE SERVICE, MATERIALS, AND CONTENT, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY. Data Provider will be solely responsible for Materials provided by Data Provider or any third party on behalf of Data Provider, and Hedge Scout makes no representations or warranties as to, and is not responsible for, such items.

Hedge Scout WILL NOT BE LIABLE TO DATA PROVIDER, ANY FUND, OR ANY FUND INVESTOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF MATERIALS PROVIDED BY DATA PROVIDER (HOWEVER ARISING, INCLUDING NEGLIGENCE), including, by way of example, lost revenue, lost profits, business interruption, cost of replacement services, and injury to reputation, EVEN IF HEDGE SCOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The provisions of this Section shall apply to the fullest extent permitted by law, except that nothing in this Section shall limit Hedge Scout’s liability for gross negligence or willful misconduct. Nothing in this Section limiting the liability of a party shall apply to any liability that has been finally determined by a court to have been caused by the willful misconduct of such party.

7. Removal

Data Provider acknowledges and agrees that, notwithstanding the data removal and alteration rights above, any reference to Data Provider or a Fund may be terminated and removed, and all or any portion of Materials provided by Data Provider may be removed, at any time for any reason, from the Service, in the sole and absolute discretion of Hedge Scout.

8. Unforeseen Events

Hedge Scout shall have no liability resulting from events beyond its reasonable control, including acts of God, acts of a public enemy, acts of a foreign government or of the United States of America government or any political subdivision thereof, fires, floods, earthquakes, hurricanes, tornadoes, typhoons, droughts, epidemics, riots, theft, quarantine restrictions, freight embargoes, or acts of a regulatory agency or other governmental body (collectively, “Force Majeure Conditions”).

9. Agreement to Arbitrate

Except as otherwise provided in this Section, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to any Loss, and the arbitrability of the issues submitted to arbitration hereunder (each, a “Dispute”), through discussion between the parties. Except as otherwise provided below, if any Dispute cannot be resolved through negotiations between the parties within 10 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the Rules of the American Arbitration Association then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Hedge Scout in Fairfield County, Connecticut, U.S.A. The arbitrator will apply the laws of the State of Connecticut to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or pled to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. Data Provider agrees that if Hedge Scout reasonably believes Data Provider has, in any manner, violated or threatened to infringe Hedge Scout’s intellectual property rights, then Hedge Scout may seek emergency, preliminary, or other appropriate interim relief in the federal courts located in Fairfield County, Connecticut, U.S.A.

10. Governing Law

The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Connecticut, U.S.A., as such laws apply to contracts between Connecticut residents performed entirely within the State of Connecticut. Data Provider remains responsible for complying with all applicable local, state, federal, and international laws and regulations relevant to its operations and provision of Materials. Subject to the preceding section, each party agrees that it will only bring an action or proceeding arising from or relating to these Terms in a federal or state court in the State of Connecticut, U.S.A., and Data Provider irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by Hedge Scout. The parties expressly waive any application of the Uniform Computer Information Transactions Act (UCITA) or the U.N. Convention on Contracts for the International Sale of Goods with respect to the performance or interpretation of these Terms.

11. Additional Terms

The parties are independent contractors, and no agency, partnership, franchise, joint venture, or employment relationship is intended or created by these Terms. Data Provider may not assign, delegate, or transfer these Terms or any of its rights or obligations under these Terms, by operation of law or otherwise, without Hedge Scout’s prior written consent. Any such assignment, delegation, or transfer in violation of the foregoing will be null and void. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining terms and conditions will continue in full force and effect.

12. Acceptance

By submitting information to Hedge Scout, I have read and agree (on behalf of myself and my organization) to the Terms and to Hedge Scout processing the information, including any information in Hedge Scout databases and other Hedge Scout commercial offerings.