TERMS OF SERVICE
These terms of service (“Terms”) govern access to and use of the BarclayHedge website and services constitute a legally binding contract between the BarclayHedge division of Backstop Solutions Group, LLC, a Delaware limited liability company, with its primary place of business at 233 S. Wacker Drive, Suite 3960, Chicago, IL 60606 (“BarclayHedge” and “we,” “our,” “us” and related terms) and the user agreeing to these Terms (“user,” “you,” “your” and related terms), and are effective as of the date that you first access the BarclayHedge website or services (“Effective Date”). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind, and do hereby bind, that entity to these Terms. These Terms do not apply where and to the extent expressly superseded by a separate, written agreement between you and BarclayHedge (collectively, the “Parties” and each a “Party”). Where these Terms are incorporated by reference in a separate agreement between you and BarclayHedge, references to these Terms herein shall be interpreted to mean the entirety of such separate agreement.
BY ACCESSING OR USING THE BARCLAYHEDGE WEBSITE OR SERVICES, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST CEASE USING THE BARCLAYHEDGE WEBSITE AND SERVICES IMMEDIATELY.
The Service. BarclayHedge operates an online portal (the “Service”) where industry professionals and others granted login credentials access performance returns and other data, information, content and documents (“Materials”) independently provided by investment advisers, sub-advisers and other sponsors with respect to investment vehicles and separately managed accounts they advise (each a “Fund”), as well as proprietary information, data, databases, documents, analyses, compilations, studies, reports, and other items prepared by BarclayHedge that incorporate all or part of, are derived from, are a compilation of, or are otherwise developed using, Materials (“Content”). The Service may only be used for your general educational, informational, research, and other similar personal, internal business and non-commercial purposes, and is not intended to be relied upon for transactional or investment advisory purposes. You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from or based in whole or in part on, modify, sell, resell, exploit, transfer or upload, any portion of, use of or access to the Service. The Service does not constitute recommendations, endorsements, or solicitations for any alternative investment vehicle, manager or sponsor thereof, or any particular investment strategies, and does not constitute an offer to sell or a solicitation of an offer to buy any security or investment product or service. Users should consult their own investment professionals in making investment decisions.
Registration Obligations. You will be required to register with BarclayHedge in order to receive login credentials to access and use the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service’s registration form, and periodically update such information as required. Login credentials to access and use the Services will only be made available to persons who are “accredited investors” as defined within Rule 501(a) of the Securities Act of 1933, as amended. If you are under 18 years of age, you are not authorized to use the Service, with or without registering. BarclayHedge, in its sole discretion, may deny the issuance of login credential, or revoke the previous issuance thereof, for any reason whatsoever, including but not limited to BarclayHedge’s belief, reasonable or otherwise, that the person requesting access to the Service does not meet the accredited investor definition, the provision of inaccurate information on the registration form, or user conduct that is inconsistent with these Terms.
30 Day Waiting Period. You agree not to invest in any Fund listed or identified through the Service for at least 30 days after the date you are assigned a login credential unless you, or an affiliate, has already invested in such Fund, or has already been solicited for or otherwise contacted by such Fund or its sponsor.
Availability of Investments. User acknowledges that the Service may provide information about Funds that are not accepting new investors. User acknowledges that BarclayHedge does not act as an agent on behalf of User and will not engage any Fund sponsor or manager on the User’s behalf. Users must contact Fund sponsors and managers directly for additional information, including without limitation information about the subscription process.
Member Account, Password and Security. You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (i) immediately notify BarclayHedge of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session when accessing the Service. BarclayHedge will not be liable for any loss or damage arising from your failure to comply with this Section.
General Practices Regarding Use. You acknowledge that BarclayHedge may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that Content and Materials will be retained by the Service, and reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that BarclayHedge has no responsibility or liability for either the deletion or failure to store any Content or Materials maintained or uploaded by the Service or any modification, suspension or discontinuance of the Service. You acknowledge that BarclayHedge reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that BarclayHedge reserves the right to change these Terms at any time, in its sole discretion, with or without notice.
Non-Disclosure of Confidential Information. By accessing the Service, you will gain access to Materials and Content (collectively, “Confidential Information”) concerning the business and affairs of Funds listed on the portal and the managers and sponsors thereof.
We provide you with access to Confidential Information on the condition that such Confidential Information be protected from unauthorized use and disclosure as provided herein. Subject to the exclusions set forth below, all Materials and Content available through the Service, whether communicated in writing or by visual inspection, shall be deemed Confidential Information without us being obligated to specifically identify, by notice or any other action, any information or material as to which protection is desired. Materials and Content shall be deemed not to be Confidential Information to the extent that they are: (i) at the time of disclosure, available to the general public or generally known within the industry; (ii) received by you on a non-confidential basis from a third party lawfully possessing and lawfully entitled to disclose such material; or (iii) in your rightful possession prior to disclosure by us.
By accessing the Service, you agree that you will: (i) not disclose any portion of the Confidential Information to any persons or entities other than those of your employees and financial, legal and tax advisers (collectively, “Representatives”) who reasonably need to have access to the Confidential Information for purposes of providing advice to you and who are aware of and have agreed to abide by these Terms; and (ii) only use the Confidential Information in accordance with these Terms, including without limitation the Section titled “The Service”. You agree to take all necessary steps to safeguard the Confidential Information in order to prevent disclosure of the Confidential Information other than as permitted under these Terms. In the event that you or any of your Representatives are requested or required, by court, administrative or regulatory order, or by deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process, to disclose any of the Confidential Information, you shall provide us with prompt written notice of any such request or requirement prior to the disclosure of Confidential Information so we may seek a protective order or other appropriate remedy to prohibit or limit such disclosure. If, in the absence of a protective order, you or any of your Representatives are nonetheless compelled to disclose Confidential Information, you or your Representative may, without liability hereunder, disclose only such portions of the Confidential Information that are legally required to be disclosed and you shall, as soon as practicable, advise us of the Confidential Information disclosed and the persons to whom it was disclosed. Upon our request, you will cause to be destroyed all Confidential Information in your and your Representatives’ possession.
You hereby agree and confirm that the Confidential Information is unique, and that it may be impossible to measure the damages that would result to us from violation of the various agreements and covenants set forth herein. Accordingly, in addition to any other remedies which may be available to us herein, or at law or in equity, you agree that we shall have the right to have all obligations, undertakings, covenants and other provisions of these Terms specifically performed and shall have the right to obtain preliminary and permanent injunctive relief to secure specific performance, and to prevent a breach or contemplated breach, of these Terms.
Compliance with Laws: You agree to comply with all applicable laws and regulations in connection with your use of the Service, including without limitation data privacy and securities laws, and local rules and laws regarding your use of the Service from particular jurisdictions. You acknowledge and agree that you are solely responsible for, and do not rely on BarclayHedge to fulfill any of, your independent obligations under applicable law.
Electronic Disclosures. You consent to our conducting business with you and giving you certain disclosures electronically, either via our website or to the email address you provide to us. By agreeing to these Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Service. Your consent will remain in effect for so long as you continue to use the Service, and if you are no longer have access to the Service, until such a time as all obligations under these Terms are satisfied.
Intellectual Property. You acknowledge and agree that the Service may contain items that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. You acknowledge and agree that BarclayHedge exclusively owns and shall retain all right, title and interest, including all related copyright, trade secret and all other intellectual property, moral and proprietary rights, in and to, and related to, the Content and the Service. Except as expressly authorized by BarclayHedge, you agree 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 your use of the Service, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by BarclayHedge from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of BarclayHedge, our affiliates and our partners (the “Software”). You agree 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. Any rights not expressly granted herein are reserved by BarclayHedge. The BarclayHedge name and logos are trademarks and service marks of BarclayHedge (collectively the “BarclayHedge Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who do not endorse and are not affiliated with or connected to BarclayHedge. Nothing in these Terms or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of BarclayHedge name, logos or trademarks displayed on or through the Service without our prior written permission in each instance. All goodwill generated from the use of BarclayHedge Trademarks will inure to our exclusive benefit.
Third Party Websites. Third parties may provide links or other access to other unaffiliated websites and resources on the Internet through the Service. BarclayHedge has no control over such sites and resources and BarclayHedge is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that BarclayHedge will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found through the Service are between you and such third parties, and you agree that BarclayHedge is not liable for any loss or claim that you may have against any such third party.
Indemnity and Release. You agree to release, indemnify and hold BarclayHedge and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, your connection to the Service, your violation of these Terms, your failure to comply with applicable law or regulation, or your violation of any rights of a third party. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimers. BarclayHedge makes no representations or warranties concerning the accuracy of Materials or Content, and disclaims all liability for your reliance on Materials or Content. BarclayHedge disclaims all liability incurred in connection with your access to and use of Content and Materials, including, but not limited to, for any errors or omissions therein. You acknowledge that BarclayHedge does not pre-screen the Materials accessible through the Service or verify, guarantee or warrant that such Materials are adequate, accurate or complete before making Materials available or using information within Materials to develop Content. You further acknowledge and agree that BarclayHedge and its designees will have the right (but not the obligation), in their sole discretion, to refuse, remove and discard Content or Materials that are or would otherwise be accessible through the Service. You agree that you must evaluate, and bear all risks associated with, the use of any Content or Materials accessible through the Service, including any reliance on the accuracy, completeness, or usefulness of such items. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL CONTENT AND MATERIALS ACCESSIBLE THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BARCLAYHEDGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. BARCLAYHEDGE MAKES NO WARRANTY THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (III) INFORMATION OR MATERIALS OBTAINED THROUGH THE SERVICE WILL BE ADEQUATE, ACCURATE OR COMPLETE, OR MEET YOUR EXPECTATIONS.
Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT BARCLAYHEDGE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BARCLAYHEDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY, RESULTING FROM: (I) YOUR USE OR INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION THE ACCURACY, VERACITY AND COMPLETENESS OF THE MATERIALS OR CONTENT; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL BARCLAYHEDGE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID BARCLAYHEDGE IN THE LAST TWELVE (12) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution by Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and BarclayHedge, whether arising out of or relating to this Terms (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms, you and BarclayHedge are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND BARCLAYHEDGE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BARCLAYHEDGE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR, AND THE ARBITRATOR MAY AWARD, PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution. BarclayHedge is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by contacting us (https://www.barclayhedge.com/contact/). If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to BarclayHedge should be sent to its principal place of business. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If BarclayHedge and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or BarclayHedge may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by BarclayHedge or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or BarclayHedge is entitled.
d. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless BarclayHedge and you agree otherwise, any arbitration hearings will take place in Chicago, Illinois. If your claim is for $10,000 or less, BarclayHedge agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
f. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms will continue to apply.
h. Future Changes to Arbitration Agreement. Notwithstanding any provision in this Terms to the contrary, BarclayHedge agrees that if it makes any future change to this Arbitration Agreement while you are a user of the Service, you may reject any such change by sending BarclayHedge written notice within thirty (30) calendar days of the change to its principal place of business. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Governing Law and Forum. These Terms will be governed by the laws of the State of Illinois without regard to its conflict of law provisions. With respect to any disputes or claims not subject to binding arbitration, as set forth above, you and BarclayHedge agree to submit to the personal and exclusive jurisdiction of (i) the United States District Court for the Northern District of Illinois or, (ii) solely to the extent there is no applicable federal jurisdiction over such dispute or matter, in the appropriate state court located in Chicago, Illinois.
Termination. You agree that BarclayHedge, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service, including, without limitation, for lack of use or if BarclayHedge believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service may also be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Service under any provision of this Terms may be effected without prior notice, and acknowledge and agree that BarclayHedge may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that BarclayHedge will not be liable to you or any third party for any termination of your access to the Service.
Notice. Notices to you may be made via either electronic or regular mail. The Service may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Service.
General. These Terms constitute the entire agreement between you and BarclayHedge, superseding any prior agreements between you and BarclayHedge with respect to the Service, and no other document, course of dealing, or course of trade will modify these Terms, except as the Parties may subsequently agree in writing. No amendment to these Terms or waiver of any provision hereof will be valid or binding unless in writing and duly executed by the parties to be bound thereby. You also may be subject to additional terms and conditions that may apply when you use third party services, third party content or third party software. Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the Parties. Neither Party is restricted from doing business with any other person, entity or organization by virtue of these Terms. Nothing contained in these Terms will be deemed to create rights in or benefits for any third parties. The failure of BarclayHedge to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms without the prior written consent of BarclayHedge, but BarclayHedge may assign or transfer them, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect.