Terms and Conditions
PLEASE READ THE FOLLOWING AGREEMENT'S TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE.
This Agreement (this "Agreement") is a legally binding contract between you (the "User" or "You") and Phenix Capital Impact Development B.V. ("Phenix Capital" "Us" or "We"). Phenix Capital is a wholly owned subsidiary of Phenix Capital Group B.V. The terms and conditions of this Agreement govern the use of the Global Impact Platform ("GIP" or this "Site"), which is available at www.globalimpactplatform.com. GIP is a proprietary product of Phenix Capital.
PHENIX CAPITAL RESERVES ALL RIGHTS WITH RESPECT TO THE SITE AND WHOM MAY ACCESS THE DATA ON THIS SITE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION BY PHENIX CAPITAL TO ACCESS OR OTHERWISE USE GIP.
1. License. Phenix Capital agrees to provide Users a non-exclusive, revocable, non-transferable and non-sublicensable license to use this Site provided that Users continue to comply with the terms of this Agreement. Such right entitles a User to access the content on the Site for informational purposes, and to download, if permitted by Phenix Capital, certain data, content or information from the GIP for limited personal use but not for re-distribution. Any and all rights not specifically granted to Users as part of the delivery of the Site are retained by Phenix Capital and all right, title, and interest in and to the GIP (excluding User data) is and will remain the exclusive property of Phenix Capital.
2. Use. User warrants that it shall not violate, attempt to violate or enable the violation of any statute, rules & regulations (inclusive of but not limited to any financial regulations), local, state, federal or international law inclusive of but not limited to copyright laws, trademark laws, data privacy and publicity laws, and communications regulations. Except as otherwise expressly permitted herein, User may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, or otherwise use any information or material obtained from or through this Site. As a further condition of use of this Site, User shall not use this Site for any purpose that is unlawful or prohibited by this Agreement and shall comply with any applicable local, state, national, or international laws or regulations when using this Site. A User shall not: (a) Attempt to breach the security of the GIP network; (b) modify, re-use, reverse engineer, decompile or disassemble or otherwise translate the GIP or any portion of it; (c) Access, or attempt to access, monitor or copy any of the Site or its contents through any automated software or other automated means (including, but not limited to, the use of agents, robots, spiders, scripts or web crawlers); or (d) Unless otherwise agreed to in writing by Phenix Capital, publish, distribute, reproduce display, modify, create derivative works from, transmit, sell or participate in any sale of or exploit in any way, in whole or in parts, any of the content on GIP. User shall not disclose, transmit or pass such downloaded data to any third party (or offer to do any of the foregoing) without the prior written approval of Phenix Capital, other than as expressly permitted under this Agreement. The information contained on the Site may not be used by Users to construct a database of any kind. Nor may the information be stored (in its entirety or in any part) by Users in databases for access by You or any third party, nor may You distribute any database services containing all or part of such information.
3. Usernames and passwords. The Site may only be accessed through valid login credentials issued in accordance with this Agreement. You are required to register for a single user account with a user name and password. You must complete the registration process by entering accurate information as prompted by the applicable forms. YOUR ACCOUNT USERNAME AND PASSWORD ARE SOLELY FOR YOUR INDIVIDUAL USE TO ACCESS THE SITE AND YOU MAY NOT PERMIT ANYONE ELSE TO USE THEM OR YOUR ACCOUNT. You are responsible for all use of the Site and any content accessed through your account (including, without limitation, any illicit use of your user ID and/or password) and for preventing such unauthorized use. If you believe there has been unauthorized access or use of the Site or any content through your account credentials, you must notify Phenix Capital. Anyone with knowledge of Your login credentials can gain access to this Site and accordingly, You shall keep such information confidential. You shall promptly notify Us if You become aware of any loss or theft of Your login credentials. We reserve the right to delete or change Your login credentials at any time and for any reason. The User is solely responsible for obtaining, installing, maintaining and utilising at its own expense, compatible computer equipment and communications devices required to utilise the Site.
4. No offer. User acknowledges that the information on this Site is not an offer to sell or a solicitation of an offer to buy any security or investment product or service, nor shall any such security, product, or service be offered or sold to any person, in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction. The information found on this Site is directed solely at persons who are eligible to access such information under applicable law and regulation. It is the responsibility of the User to ensure that it satisfies the relevant criteria under applicable law and regulation in order to access the information and materials contained on this Site. None of the Phenix Capital, the funds or investment managers named on this Site takes any responsibility for the regulatory classification of Users and/or for any reliance placed by Users on such information and/or materials. The information and materials on this Site also are not a recommendation, endorsement, or solicitation for any investment manager or its services. Any securities, investments, or investment managers mentioned are not recommendations of Phenix Capital. All financial and investment information and materials on this Site are for general educational, informational, and research purposes only, and are not intended to be relied upon for transactional or other purposes. Phenix Capital does not guarantee or warrant that the information on this Site, including without limitation performance information concerning investment managers, separate accounts and/or funds, is accurate or complete or makes any warranties with regard to the results that have or may be obtained from its use. Past performance of any security or investment manager is not an indication of future performance. The information found on this Site are directed solely at persons who are eligible to access such information under applicable law and regulation. It is the responsibility of the User to ensure that it satisfies the relevant criteria under applicable law and regulation in order to access the information contained on this Site. None of the funds or investment managers named on this Site takes any responsibility for the regulatory classification of Users and/or for any reliance placed by Users on such information and/or materials.
5. No Recommendations or Investment Advice. User acknowledges that neither Phenix Capital nor GIP is providing investment advice or recommendations about investments of any kind. The information on this Site is intended for educational, informational, and research purposes only. Accordingly, they are not offering advice regarding the quality or suitability of any investment or of any investment manager and assume no responsibility or liability for any investment decisions or advice, treatment, or services rendered by any investment manager featured on this Site. Prior to making any investment with an investment manager, a User should consult with its financial advisors to verify pricing and other information and/or do such other due diligence as may be appropriate under the circumstances. Neither Phenix Capital nor GIP are investment advisors. The purpose of the Site is NOT to give any advice on Your investment strategy. If you base your investment decisions on content of this website, You may lose part or all of Your money. Neither Phenix Capital nor GIP shall have any liability for investment decisions based upon, or the results obtained from, the content provided on the Site. The Site is being provided for informational purposes only and its contents do not constitute and should not be construed as a solicitation or offer, or recommendation to acquire or dispose of any investment or to engage in any other transaction whatsoever. The User hereby agrees that it will not hold Phenix Capital responsible in law or equity for any decisions of whatsoever nature the User makes or refrains from making following its use of the Site.
6. No Transactions. User acknowledges that neither Phenix Capital nor GIP is acting as a broker-dealer, participating in negotiation or execution of investment transactions, handling securities, and is not receiving any transaction or success-related payments from any member or fund manager of any fund listed on the database, nor engaging in matchmaking or crowdfunding services and it is not an exchange. GIP is an information resource, not a platform for transactions. Neither Phenix Capital nor GIP is engaging in any activities with Users that require authorization under any regulatory system.
7. Investment Availability. User acknowledges that Phenix Capital provides no assurances as to the availability of an investment in any of the separate accounts or funds mentioned on the Site. User acknowledges that each investment with an investment manager, or in a separate account or fund will require User to comply with each such investment manager’s, separate account’s or fund’s investment requirements. User acknowledges that Phenix Capital does not act as an agent on behalf of User or any investment manager, separate account, fund or sponsor for investment orders and that a manager or fund may accept or reject an investment from User in its discretion.
8. 30 Day Waiting Period. Should You determine independently to make investments of any kind in any fund listed on the Site, You agree that you will not do so for a period of 30 days following receipt of your password (other than a fund in which you, your firm, or its affiliates already invest, has already been solicited for or is already actively considering an investment in).
9. CERTAIN DISCLAIMERS. THE INFORMATION AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMIT MATERIAL INFORMATION. MOREOVER, THIS SITE AND ITS CONTENT MAY BE MODIFIED AT ANY TIME. USER ASSUMES THE SOLE RISK OF MAKING USE AND/OR RELYING ON THIS SITE. PHENIX AND PHENIX CAPITAL MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION DESCRIBED OR CONTAINED ON THIS SITE FOR ANY PURPOSE. ALL SUCH INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IN NO EVENT SHALL PHENIX CAPITAL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF THE UTILIZATION OF THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF PHENIX CAPITAL 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 SUCH ABOVE LIMITATION DOES NOT APPLY, TOTAL LIABILITY FOR PHENIX AND PHENIX CAPITAL FOR ANY REASON WHATSOEVER RELATED TO USE OF THIS SITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY USER TO PHENIX CAPITAL IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE.
10. Fees. User fee amounts and the payment methods will be described in the Payment Terms, which have been made available to you at registration. Generally, User fees are nonrefundable and there are no refunds or credits for partially used periods.
11. Provision of Information/Inspection. User acknowledges and accepts that in order to ensure proper use of the Site, it may be required to promptly provide Phenix Capital with any information, access and assistance it reasonably requests relating to the User’s Site access and use of content available on the Site.
12. UK FSMA. The distribution of information in or from the United Kingdom (“UK”) may be restricted or prohibited by the UK financial promotion regime prescribed pursuant to sections 21 and 238 of The Financial Services and Markets Act 2000 (“FSMA”). In the event Phenix Capital is seen as a financial promotion from a UK perspective, Users should be persons who fall within any of the following categories prescribed in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”): (a) persons who access the Service from outside the UK, but only if the communication and receipt of the data is lawful in that jurisdiction (and, in relation to persons in the US, without prejudice to Clause 12); (b) investment professionals within the meaning of Article 19(5) of the Order (which includes persons authorized under FSMA; persons exempted from the requirement to be so authorized; persons whose ordinary activities involve making investments in such investment vehicles for business purposes; and governments, local authorities and certain international organizations); (c) high net worth organizations as specified by Article 49 of the Order (which includes a company, or the subsidiary of a company, which has net assets or called-up share capital of at least £5 million (or £500,000, if the company or its parent, as applicable, has 20 or more members); unincorporated associations or partnerships having net assets of not less than £5 million; and trustees of trusts with net assets exceeding £10 million in value at any time in the preceding 12 months) (together “relevant persons”). Phenix Capital reserves the right to terminate a User's subscription to comply with these requirements.
13. Confidentiality. All information disclosed to User in connection with its use of the Site, including, without limitation any information that relates to or involves any investment manager, separate account or fund, including information relating to an investment manager’s, a separate account’s or a fund’s performance (collectively, “Confidential Material”) is of a confidential nature and damage to Phenix Capital and /or the separate accounts, funds and/or the investment managers could result if the Confidential Material is disclosed to any third party. Confidential Material shall not include material or information that User can demonstrate by written records is (i) already in the possession of or known to User, (ii) generally available to the public other than as a result of an unauthorized disclosure by User or its Representative (as defined below), or (iii) that becomes available to User from a source other than the Site or other than any other communication from Phenix Capital. Except as required by law, the Confidential Material will be kept confidential by User and will not be disclosed in any manner whatsoever, except that User may disclose all or portions of the Confidential Material to its directors, officers, employees, agents, affiliates, representatives and advisors (collectively the “Representatives”) who need to know such information for the purpose of evaluating any of the investment managers referenced on the Site. User shall inform its Representatives of the confidential nature of the Confidential Material and shall direct its Representatives to treat such information confidentially and otherwise to comply with the terms of this Agreement. In addition, User and its Representatives may disclose to any person who has a beneficial interest in a fund on the Site the Confidential Material with respect to such fund. User shall maintain a complete and accurate record of all persons to whom the Confidential Material is given. User shall be responsible for any breach of this Agreement by any of its Representatives and User will, at its sole expense, use its best efforts (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Material. User understands and agrees that money damages would not be an adequate remedy for any breach of this Agreement and that Phenix Capital shall be entitled to equitable relief, including injunctions and specific performance, if User or its Representatives breach or threaten to breach any provision of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach by User or its Representatives of this Agreement but shall be in addition to all other remedies available at law or equity to Phenix Capital. User further agrees to waive any requirement for the posting of a bond in connection with any such equitable relief. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final, nonappealable order that User has breached this Agreement, then User shall be liable and pay to Phenix Capital the reasonable legal fees Phenix Capital incurs in connection with such litigation, including any appeal therefrom.
14. Force Majeure. Users expressly absolve and release Phenix Capital from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic, computer or other mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.
15. Limitations on liability. The User agrees that no action, regardless of form, arising from or pertaining to the Site or Phenix Capital may be brought by the User more than one (1) year after the event giving rise to such action has occurred.
17. Term & Termination. The license to use the Site has been granted for a period of twelve (12) calendar months from the date login credentials were provided to the User, unless agreed otherwise in writing by the User and Phenix Capital. Upon completion of this twelve month subscription period, the subscription will be renewed for a further period of twelve months for the existing Fees ("autorenewal"), unless: (i) the Agreement is terminated in writing thirty (30) days prior to the renewal date by Phenix Capital or by the User; or (ii) Phenix Capital offers to renew the subscription at revised Fees, in which case Phenix Capital provides to the User a renewal invoice, or schedule, setting out the revised Fees not less than sixty (60) days prior to the expiry of the then-current twelve month term. Autorenewal will take effect from the date of expiry of the then-current twelve month term.
In the event the User is merged with or acquired by a third party, or acquires a third party during the term of the Agreement, Phenix Capital reserves the right, in Phenix Capital's sole discretion, to re-negotiate or terminate the Agreement with immediate effect.
Phenix Capital reserves the right at any time and for any reason in its sole discretion to deny User access to the Site or any portion thereof, and to terminate the license to use the Site granted pursuant to this Agreement in the event the User breaches or violates any term of provision of the Agreement or threatens to do so, including but not limited to, the User's failure to pay any undisputed invoice, and (in the case of remediable material breaches only) fails to remedy such breach within thirty (30) days after receipt of notice from Phenix Capital specifying the breach and requiring such remedy. Termination will be effective without notice.
18. Entire Agreement. This Agreement, and other written agreements (in electronic or printed form on the Site), all of which are hereby incorporated as if set forth fully herein, represent the entire agreement between User and Phenix Capital with respect to use of and material available on or through this Site, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between User and Phenix Capital with respect to this Site.
19. Admissibility. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
20. User/ Phenix Capital. No joint venture, partnership, employment, or agency relationship exists between User and Phenix Capital as a result of this Agreement or User’s use of this Site.
21. Waivers. Failure to insist on strict performance of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Phenix Capital of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. No waiver shall be effective unless in writing.
22. Cybersecurity. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. For your protection, Phenix Capital reserves the right to view, monitor, and record activity on the Site without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. Phenix Capital will also comply with all court orders, subpoenas and other legal processes involving requests for such information. In addition, use of the internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While Phenix Capital has endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from this Site over the internet cannot be guaranteed. Accordingly, Phenix Capital and its affiliates are not responsible for the security of any information transmitted via the internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. User assumes sole and complete risk for using this Site and must make his or her own determination as to these matters.
23. Reservation of Rights. Any rights not expressly granted herein are reserved.
24. Links to Webites. Phenix Capital may provide links on GIP, in its sole discretion, to other websites for the convenience of its Users in locating related other impact assessment information and services. These sites are maintained by third parties over which Phenix Capital exercises no control. These links do not imply an endorsement with respect to such third parties or any website or the products or services provided by any such third party.
25. Intellectual Property. All material contained on or available through this Site, unless otherwise indicated, is protected by law including, but not limited to, copyright, trade secret, and trademark law, as well as other laws and regulations. Except as expressly provided herein, Phenix Capital does not grant any express or implied right to User of this Site under any patent(s), copyright(s), trademark(s), or trade secret information. Accordingly, unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, trade secret laws, patent laws, the laws of privacy and publicity, and other regulations and statutes. Please be aware that Phenix Capital actively and aggressively enforces its intellectual property rights to the fullest extent of the law.
26. Severability. Each provision of the Agreement is severable from the others and if at any time any provision is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair the validity, legality and enforceability of the remaining provisions of the Agreement (in that jurisdiction or any other jurisdiction), or the validity, legality and enforceability of the relevant provision in any other jurisdiction.
27. Indemnity. User shall defend, indemnify, and hold harmless Phenix Capital, its affiliates and employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from User’s use of the Site, any arrangements User makes based on the information available on or through the Site, and any breach by User of this Agreement or other improper act or omission.
28. Governing law. This Agreement shall be governed by and construed under the laws of the Netherlands. User irrevocably agrees and submits to the exclusive jurisdiction of the Dutch courts to settle any dispute, whether contractual or non-contractual, arising out of or in connection with this Agreement. This Site is controlled and operated by Phenix Capital from its offices within the Netherlands. Phenix Capital makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where any of the contents of this Site are illegal is prohibited. Those who choose to access this Site from other locations do so on their own volition and are responsible for compliance with applicable local laws.