Terms of Service
Date last revised: May 25, 2018
PLEASE READ THESE TERMS OF SERVICE (THE “AGREEMENT”) IN THEIR ENTIRETY BEFORE ACCEPTING THE TERMS AND CONDITIONS AND USING THE SERVICES OFFERED BY Chronograph, LLC AND ITS SUBSIDIARIES AND AFFILIATED ENTITIES (COLLECTIVELY, “CHRONOGRAPH,” “COMPANY,” “WE,” “US,” AND / OR “OUR”).
The website and domain name “www.chronograph.pe” and any other internally-linked pages, features, content, and / or application services (including without limitation, any mobile application services) offered from time to time by Company in connection therewith (collectively, the “Website”) are owned and operated by Company.
Subject to the terms and conditions of this Agreement, Company may offer to provide certain services, as described more fully on the Website, to you (such services, together with the Website, the “Services”), solely for your own use, and not for the use or benefit of any third party.
By registering for our Services, visiting the Website, or using any such services in any manner, you (“you”, also referred to as “Member”), or the entity or company you represent (your “Institution”), agree that you have read and agree to be bound by and become a party to this agreement, subject to any duly authorized and executed agreements between Chronograph and your Institution.
If you are accessing the Website or any of such services on behalf of your Institution or another entity or company, you represent and warrant that you have the authority to agree to these terms.
The Services are available only to individuals who are at least 18 years old, and therefore, if you are entering into this agreement as an individual, you represent and warrant that you are at least 18 years old.
Your use of the Website is subject to the following terms and conditions. By registering, you agree to the terms and conditions of the Agreement. If you do not unconditionally agree to all of the terms and conditions of this Agreement, you have no right to use the Website or any Services.
By registering with and using the Website, you acknowledge that you have read and agree to all terms, conditions contained or referenced in this Agreement. We reserve the right, at our discretion, to update or revise this Agreement at any time. Chronograph also reserves the right to change the terms and conditions under which the Website and its many offerings are extended to the Member. Your continued use of the Website following the posting of any changes to the Agreement constitutes acceptance of those changes. Please check back often for changes as Chronograph will not send notification of changes. The most recent revision date will be posted above. By accessing, viewing, or utilizing the products and/or services available on or through the Website, you indicate that you understand and recognize this Agreement to be the legal equivalent of a signed, written contract and equally binding.
Chronograph products and services are designed for the major participants in the institutional investment industry including plan sponsors/pension funds, investment/asset/fund managers, fund-of-funds, investment consultants, financial advisors, investment banks, endowments & foundations, and third-party marketing organizations. All data and content is targeted to the institutional investment community.
NATURE OF WEBSITE
The Website is designed to serve as an informational source on institutional money managers as well as various other institutional investment oriented content. Information is intended for educational and research purposes ONLY. Chronograph does NOT provide investment advice nor give recommendations on the suitability of an investment manager or their respective investment funds. Accordingly, Chronograph assumes no responsibility or liability for any investment decisions made or services rendered by any institutional money manager or vendor, or any other entity featured on the Website.
We do not specifically endorse any of the investment managers and/or vendors on the Website.
Chronograph recommends seeking the advisement of an independent advisor before making an investment decision. Additional due diligence may be necessary before making an investment decision and should be based on a case-by-case basis depending on the circumstances. Chronograph shall not be held liable for investment decisions made based on content provided through the Website.
As stated, the content on the Website is intended for informational, research and educational purposes only. The data and information collected on investment managers has been obtained from sources believed to be reliable. It is of the utmost importance to strive for the highest level of data integrity, and while there are a variety of data validations and checks in place, Chronograph cannot and does not guarantee accuracy or comprehensiveness of the Website.
Chronograph relies on the self-reporting of investment managers and Chronograph does not independently verify or warrant data accuracy. You hereby acknowledge and agree that Chronograph makes no claims with regard to accuracy on the part of either the investment managers, Chronograph or the Website; that there may be delays, omissions or other inaccuracies in the information contained on the Website; and that such information may become unreliable because of changing market or economic situations.
Any decisions made based upon information gathered herein may include incorrect information that may lead to results differing from the past. Before committing to any investment, seek the advice of an independent advisor. Past performance does not guarantee similar results in the future.
Members of the Website consist of Plan Sponsors (i.e. corporate pensions, government pensions, foundations, endowments, hospitals, religious entities and other financial institutions), investment managers, financial advisors, consulting organizations and various other investment professionals whose business services the institutional investment industry.
REGISTRATION AND ACCESS
Each Member will be required to register with Chronograph prior to receiving a username and password to access the Website. Once registration is verified, the Member will receive a username and password granting access to the Website. By registering with Chronograph, the Member agrees that all information provided is accurate and complete. The Member will have the ability to maintain the registration information and change the information as necessary. However, Members shall be solely responsible for the upkeep and security of the username and password. It is possible for anyone with knowledge of the Member’s username and password to view certain portions of the Website and modify information on the Website.
The Member hereby agrees to keep all information confidential and notify Chronograph if theft or any other breach of secure information occurs. Chronograph reserves the right to grant or deny access to the Website to any Member and modify or delete a Member’s access at any time for any reason without notice or liability. Chronograph will not be held responsible for damages incurred due to Member’s carelessness or noncompliance with the above statements.
The Member hereby agrees not to use the Website or services in any way that is unlawful or prohibited by these terms and conditions. Unauthorized commercial uses of the Website, or the resale of Chronograph’s services, is expressly prohibited. The content and software on the Website may only be used for the purposes intended by Chronograph. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on the Website is strictly prohibited.
The Member hereby agrees not to upload, post or distribute any content through the various mediums via the Website that:
- restricts or inhibits any other user from using the Website;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, vulgar, offensive, pornographic, profane, indecent, or contains explicit or graphic descriptions or accounts of sexual acts;
- discriminates, victimizes, harasses, degrades, or intimidates an individual or group of individuals;
- attempts to gain unauthorized access to the Website, network, server or other systems related to the Website;
- constitutes unauthorized or unsolicited advertising, junk or spam email, chain letters, pyramid schemes, any other form of unauthorized solicitation, any form of lottery or gambling or any information, software or other material of a commercial nature;
- contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
- collects or stores personal data about other Members;
- violates, plagiarizes or infringes the rights of third parties including, without limitation, copyrights, trademark, patent, rights of privacy or publicity or any other proprietary right;
- constitutes or contains false or misleading indications of origin or statements of fact; or
- violates or encourages conduct that would violate any other applicable laws or regulation or give rise to civil liability.
Chronograph reserves the right at all times to edit, refuse to post, or remove any information or materials, in whole or in part, that in Chronograph’s sole discretion are objectionable or in violation of this Agreement.
Chronograph may, at its sole discretion, offer links to websites of various vendors and providers of institutionally oriented services. As these websites are not maintained by Chronograph, we do not guarantee or attest to the accuracy and completeness of the information obtained through these links. Accordingly, Chronograph will not be held liable for decisions made based upon information on these linked websites. These links should not serve as an endorsement for any particular vendor’s capabilities or services, as we have no control over the quality, accuracy or comprehensiveness of the information obtained. As always, an independent advisor’s assistance should be sought before making an investment decision.
COPYRIGHT AND TRADEMARK NOTICE
You hereby acknowledge and agree that all content and materials available on the Website are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws.
Except as expressly authorized by Chronograph, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from such materials or content, or in any manner commercially exploit any content or materials on/from the Website. You must abide by all copyright notices, information, or restrictions contained in or attached to any content or portion of the Website.
“Chronograph,” “chronograph.pe” and the Chronograph logo and any other logos or similar marks are trademarks and service marks of Chronograph, LLC. All other trademarks, service marks and logos used in the Website are the trademarks, service marks or logos of their respective owners.
ALL CONTENT MATERIALS, INFORMATION, SOFTWARE, FUNCTIONS, PRODUCTS, AND SERVICES INCLUDED IN OR MADE AVAILABLE THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE.
WHILE CHRONOGRAPH ENDEAVORS TO PROVIDE THE MOST ACCURATE, UP-TO-DATE INFORMATION AVAILABLE, THE INFORMATION, CONTENT, PRODUCTS, AND SERVICES AVAILABLE ON THE WEBSITE MAY INCLUDE INACCURACIES OR UNRELIABLE DATA. MOREOVER, CHRONOGRAPH MAY MAKE MODIFICATIONS AND / OR CHANGES TO THE WEBSITE OR IN THE INFORMATION, CONTENT, PRODUCTS AND SERVICES DESCRIBED ON THE WEBSITE AT ANY TIME, FOR ANY REASON. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS SOLELY AT YOUR RISK. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, Chronograph, LLC AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE WEBSITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE WEBSITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION TRANSMITTED THROUGH THE WEBSITE. FURTHER, CHRONOGRAPH AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. CHRONOGRAPH AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
LIMITATION OF LIABILITY
IN NO EVENT SHALL CHRONOGRAPH BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY INFORMATION, CONTENT, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE UTILIZATION OF THE WEBSITE OR SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF CHRONOGRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
BECAUSE SOME STATES / JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. IF, NOTWITHSTANDING THE ABOVE, CHRONOGRAPH IS FOUND LIABLE FOR ANY LOSS OR DAMAGE RELATING TO THE USE OF THE WEBSITE, YOU AGREE THAT YOUR SOLE REMEDY AND THE SOLE LIABILITY OF CHRONOGRAPH SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY MEMBER TO CHRONOGRAPH IN CONNECTION WITH THE SUBJECT MATTER FROM WHICH YOUR CLAIM ARISES.
You agree to indemnify, defend and hold harmless Chronograph and its affiliates, and any of their officers, directors, shareholders, employees, consultants, agents, licensors, licensees, information providers and suppliers, from and against any and all claims, liability, damages, costs and/or expenses, including but not limited to reasonable attorneys’ fees, arising from your use or misuse of the Website or any breach of any covenant, representation or warranty contained herein.
ARBITRATION AND GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, as applied to agreements entered into and completely performed in the New York, without regard to conflicts of law rules.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York, New York, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
For all purposes of this Agreement, the parties submit to the sole and exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of New York, or state courts presiding in New York, New York for all actions or proceedings arising out of or related to this Agreement and waiver any jurisdictional, venue or inconvenient forum objections to such courts.
Chronograph makes no representation that the materials on the Website are appropriate or available for use in locations outside the United States, and access to them from territories where any of the contents of the Website are illegal are prohibited.Those who choose to access the Website from other permissible locations do so on their own volition and are responsible for compliance with applicable local laws.
TERM AND TERMINATION
This Agreement will take effect at the time the Member begins using the Website, thereby indicating acceptance of this Agreement and at each use thereafter the Member shall be deemed to have reaffirmed his or her acceptance of this Agreement. Chronograph reserves the right at any time and for any reason in its sole discretion to deny any Member access to the Website or any portion thereof, and to terminate this Agreement. Termination will be effective without notice.
By accepting this Agreement, the Member hereby acknowledges that he or she has read, understood and agrees to the terms and conditions contained in this Agreement.
If you have any questions about these Terms and Conditions, please contact us at email@example.com.
COPYRIGHT / DMCA
We respect the intellectual property of others, and we require that our users to do the same. On this page, you will find information about our copyright infringement procedures and policies.
Notification of Copyright Infringement
If you are a copyright owner (or an agent of a copyright owner) and believe material posted or linked to on our site infringes upon your copyright, you may submit a Notification of Claimed Infringement under the Digital Millennium Copyright Act (“DMCA”) by sending an e-mail to our Designated Copyright Agent containing the following information:
- A clear identification of the copyrighted work claimed to have been infringed. If multiple copyrighted works are posted on a single web page and you notify us about all of them in a single notice, you may provide a representative list of such works found at the site.
- A clear identification of the material you claim is infringing on the copyrighted work, and information sufficient to locate that material on our website.
- A statement that you have a “good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law.”
- A statement that “the information in the notification is accurate, and under penalty of perjury, the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
- Your contact information so that we can reply to your notice, preferably including an e-mail address and telephone number.
The notice must be physically or electronically signed by the copyright owner or a person authorized to act on behalf of the owner.
Your written Notification of Claimed Infringement must be sent to our Designated Copyright Agent at the e-mail address listed below. We will review and address all notices that substantially comply with the requirements identified above. If your notice fails to substantially comply with all of these requirements, we may not be able respond to your notice.
We suggest that you consult your legal advisor before filing a Notification of Claimed Infringement. Please note that you may be liable for damages if you make a false claim of copyright infringement. Section 512(f) of the Copyright Act provides that any person who knowingly materially misrepresents that material is infringing may be subject to liability.
Counter Notification of Copyright Infringement
If you believe material was removed in error, you may send a Counter Notification to our Designated Copyright Agent at the e-mail address provided below.
To file a Counter Notification with us, you must send us an email that sets forth the items specified below:
- The specific file or URL of material that we have removed or to which we have disabled access;
- Your full name, address, telephone number, and email address;
- A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or New York, New York if your address is outside of the United States), and that you will accept service of process from the person who the provided notification of claimed infringement to which your notice relates or an agent of such person;
- Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
- Sign the notice. If you are providing notice by e-mail, an electronic signature or scanned physical signature will be accepted.
If we receive a Counter Notification from you, we may forward it to the party who submitted the original Notification of Claimed Infringement. The Counter Notification we forward may include some of your personal information, such as your name and contact information. By submitting a Counter Notification, you consent to having your information revealed in this way. We will not forward the Counter Notification to any party other than the original claimant unless required or expressly permitted to do so by law.
After we send out the Counter Notification, the original claimant must respond to us within 10 business days stating that the original claimant has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on our Website.
We suggest that you consult your legal advisor before filing a Counter Notification of Copyright Infringement. Please note that you may be liable for damages if you make a false claim. Under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material was removed or disabled by mistake or misidentification may be subject to liability.
Please note that we may not be able to contact you if we receive a Notification of Copyright Infringement about material you posted online. In accordance with our Terms of Service, we reserve the right to remove any content posted on our websites at any time at our sole discretion.
Termination of Subscriber Accounts
It is our policy, in what we deem in our sole discretion to be appropriate circumstances, to disable and/or terminate the accounts of users, subscribers or account holders who repeatedly infringe the copyrights or other intellectual property rights of others.
Designated Copyright Agent Contact Information
Notices with respect to this web site should be sent to: firstname.lastname@example.org
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
This Agreement is not assignable, transferable or sub-licensable by you except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
If you have any questions, complaints, or additional claims with respect to the Website or Services, you may contact us at:
61 Greenpoint Ave | Suite 307
Brooklyn, NY 11222