Who We Are
Welcome to http://www.ILPA.org. (the “Site”). This Site is owned and operated by the Institutional Limited Partners Association (“we,” “us” or “ILPA”). Our mailing address is 55 York Street, Suite 1200, Toronto, ON, M5J 1R7; our email address is email@example.com; and our telephone number is 416-941-9393. We do not charge you for merely using our Site; if a particular activity carries a charge, it will be disclosed in connection with the activity.
ILPA is a not-for-profit association committed to serving limited partner investors in the global private equity industry by providing a forum for facilitating value-added communication, enhancing education in the asset class and promoting research and standards in the private equity industry.
- "You" are any individual or entity who uses the Site; if you use it as an agent for someone else, "you" means both the person using the Site and their principal. You must be 18 years old. If you are younger than that, you are not authorized to use the Site.
You may use the Site when and as available. As currently configured, we intend to supply a variety of Content and allow you to do a variety of things such as having conversations and uploading and downloading various User Materials (“Services”), but we are not undertaking an obligation to supply or allow any particular Service and we may change or eliminate Services from time to time in our sole discretion and without prior notice. We also reserve the right to, temporarily or permanently, restrict or block access to all or any part of the Site or Services for some or all users or jurisdictions from time to time without notice; we also reserve the right to charge fees, but we will give notice of that.
Registration; Your Obligations re: User Names and Passwords
You are required to be an ILPA member in order to engage in most Site activities. To become an ILPA Member, please click here to view our current application form to see if you qualify for membership. Once membership is granted, a temporary password will be assigned to you.
Use of the Site
We grant you permission to use the Site subject to your compliance with the following terms and conditions and you agree to all of them:
- Do No Harm: You must comply with all applicable laws and regulations while using the Site and your User Materials, and you are prohibited from using the Site to post or transmit any infringing, threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law or otherwise be harmful to us, users or others or their respective property or other rights. We will fully cooperate with any law enforcement authorities or any court order requesting or directing us or a service provider to disclose the identity of anyone posting or transmitting any such information or materials and we reserve the right voluntarily to do so.
- Be Yourself Only: You are prohibited from using the Site to impersonate any person or entity, including any Site moderator, participant or any of our representatives or employees, or falsely stating or otherwise misrepresenting your affiliation with any person or entity in connection with the Site; or stating or implying that we endorse any statement you make or any User Materials. All User Materials and statements you make on the Site or in communications with other users must be true (to the best of your knowledge) and not misleading.
- No Commercial Use. You are prohibited from using the Site to advertise or perform any commercial or for-profit solicitation, or otherwise exploiting for any commercial or profit-making purpose any Available Content, User Materials, and any portion of, use of, or access to the Site.
- Make Appropriate Disclosures. It is up to you what you say on the Site or in your User Materials, but you still must obey the law and make all appropriate disclosures. For example, just as you would expect someone endorsing a product to reveal that they are getting paid or are receiving a benefit for their endorsement, if you are receiving payment or benefit for mentioning or promoting something, you must also make a disclosure.
- No Harmful Code. You are prohibited from using the Site or User Materials to post or transmit any virus, worm, Trojan Horse, easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of or data in, any hardware, software, or equipment.
- No Personal Information. You are prohibited from using the Site to violate the legal or privacy rights of others or to harvest or collect without their consent, personally identifiable information. You agree that neither we nor our service providers shall have any liability for any damages resulting from, the use (including without limitation the republication) or misuse by any third party of User Materials or any other information obtained on or through the Site. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION OR OTHER INFORMATION AVAILABLE IN USER MATERIALS, IN YOUR PROFILE OR IN YOUR COMMUNICATIONS WITH OTHER USERS OR OTHERWISE, YOU DO SO AT YOUR OWN RISK.
- No Interference. You are prohibited from restricting or inhibiting any other person from use of the Site, and from interfering with or disrupting the operation of the Site or the servers or networks used to make the Site available or violating any requirements, procedures, policies, or regulations of such networks.
- No Reverse Engineering. You are prohibited from modifying, adapting, translating, reverse engineering, decompiling, or disassembling any portion of the Site.
Use of the Site Not a Substitute for Financial or Tax Advice
You acknowledge and agree that the Content and other materials or Services on the Site are not a substitute for professional financial or tax advice. Information or comments on the Site are not financial or tax advice, and may not be relied upon by any specific user for any purpose, including but not limited to investment decisions or tax return preparation. Nothing on the Site should be construed to be an offer to sell or to purchase securities or other investments.
User Materials and Site Activities
Your use the Site is subject to your compliance with these further terms and conditions and you agree to all of them:
- User Materials. This Site offers opportunities for Registered Users to submit and post their own user content (collectively “User Materials“), including participating in online chats, posting to user blogs and posting to discussion forums. The selection and availability of activities may change from time to time in our sole discretion. Never post anything that was not exclusively created by you unless you have obtained all legal rights and other permissions to do so.
- Licenses From You. By submitting, transmitting, posting, uploading, modifying or otherwise providing any User Material in connection with the Site, whether solicited or unsolicited, you grant us a royalty-free, fully paid, non-exclusive, sublicensable, transferable, irrevocable, perpetual, unrestricted, worldwide license to:
- use, publish, transmit, perform, display, store, distribute, reproduce, modify, create derivative works from, and otherwise use any and all User Material for any purpose, including, without limitation, advertising and promotional purposes, in all possible media, now or hereafter known (collectively, “Uses”); and
- to use at our option your username (and real name, image, likeness or other identifying information, if provided in connection with User Materials), in connection with all Uses, including but not limited to use in broadcast, print, online, wireless or other use or publication of your User Materials;
With respect to all of the above, all User Materials on or from the Site become our unrestricted licensed property and no credit, approval or compensation is due to you for any of the above.
- Ideas. You acknowledge and agree that any ideas, concepts, techniques, procedures, methods, systems, designs, plans, charts, or other materials you transmit to us in User Materials may be used by us anywhere, anytime, and for any reason whatsoever without compensation to or restriction by you. You understand and agree that no fiduciary relationship is established between you and us by providing User Materials. By posting content to a message board, you have not entered into any contract – express or implied – for us or anyone else (including other users) to use or purchase User Materials, any intellectual property contained in them (including but not limited to trademark, copyrights, and rights of publicity) or any ideas, concepts, techniques, procedures, methods, systems, designs, plans, or charts.
- Your Warranty. You represent and warrant that you own or otherwise control any and all rights in and to the User Materials and that public posting and use of the User Materials by us or our service providers will not infringe or violate the rights of any third party in any manner.
- User Material Requirements. You agree that all User Materials must comply with the following:
- To submit User Materials, you must be a Registered User and your materials may not violate any law;
- The User Materials may not contain any trademarks or trade dress (such as distinctive packaging or building exteriors/interiors) owned by others unless you have written permission from the owner and all others with rights in that material (and, if requested to do so, can produce such written consent in a form and manner acceptable to us);
- The User Materials may not contain any copyrighted materials owned by others (including photographs, sculptures, paintings, and other works of art or images published on or in websites, television, movies, or other media) unless you have written permission from the owner and all other with rights in that material (and, if requested to do so, can produce such written consent in a form and manner acceptable to us);
- If your User Material appears to endorse us or any of our products or services and/or imply any association with us, you consent to such appearance or endorsement and/or association. If a third party appears to endorse, or be associated with us or our products or services, you represent and warrant that you have obtained the express written consent of such third party to such endorsement and/or association (and, if requested to do so, can produce such written consent in a form and manner acceptable to us);
- You represent and warrant that the information you provide in connection with User Materials (e.g., your name and contact information as the submitter) is and shall remain true, accurate, and complete, and that you will maintain and update such information regularly;
- You may not post any personal identification, such as license plate numbers, personal names, e-mail addresses, photos or other images, or other indicia identifying any person, including, without limitation, celebrities and/or other public or private figures, living or dead, or that is invasive of a person’s privacy or with respect to which the person has not given you their written consent;
- You must not post User Materials or other content that: (a) is sexually oriented, explicit or suggestive or exploits people in a sexual or violent manner; (b) is unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional, or age group; (c) harasses or advocates the harassment of another person; (d) promotes the illegal use of alcohol, drugs, or tobacco, firearms/weapons or promotes any activities that may be construed as illegal; (e) may contain information that is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous; (f) may contain any content that infringes any party’s trademark, trade secret, copyright, or other proprietary rights; (g) involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing, unsolicited commercial e-mails, instant messaging, “spimming” or “spamming;” or (h) contains restricted or password only access to pages or hidden pages or images (those not linked to or from another accessible page).
Feedback on Users
You agree that any name, logo, trademark, brand, or service mark (“Trademarks”) contained on the Site is owned or licensed by us and may not be used by you without our prior written approval. We will aggressively enforce its intellectual property rights to the full extent of the law. Sound, graphics, charts, text, video, information, or images of places or people are either our property or are used with permission from its owner. Nothing contained on this Site may be construed as granting by implication, estoppel, or otherwise, any license or right to use any such Trademarks without our written content and/or consent of such third party that owns the Trademarks. Your use of any of these materials is prohibited unless specifically provided for on the Site. Any unauthorized use of these materials (or of ILPA Content) may subject you to penalties or damages, including but not limited to those related to violation of trademarks, copyrights, privacy, and publicity rights.
THE SITE AND ALL SERVICES, ALL ILPA CONTENT, ALL USER MATERIALS AND EVERY OTHER ASPECT OF THE SITE (COLLECTIVELY, “COMPLETE SITE”) IS PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE “AS IS” AND WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORT AND RESULTS IS WITH YOU.
NEITHER WE NOR ANY OF OUR SERVICE PROVIDERS, AFFILIATES, AGENTS OR EMPLOYEES (COLLECTIVELY, “HELPERS”) MAKES ANY COMMITMENT OR WARRANTY AND EACH DISCLAIMS ANY (IF ANY) STATUTORY OR IMPLIED WARRANTIES, CONDITIONS OR DUTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, (A) OF MERCHANTABILITY; (B) OF FITNESS FOR PURPOSE OR USE; (C) OF RESULTS, ACCURACY, VALIDITY, COMPLETENESS OF INFORMATION, FUNCTIONALITY OR AVAILABILITY; (D) OF LACK OF NEGLIGENCE, REASONABLE CARE OR EFFORT; (E) OF LACK OF VIRUSES OR OTHER HARMFUL CODE; (F) OF PRIVACY OR SECURITY; (G) OF INDEMNITY; (H) OF MISREPRESENTATION, DEFAMATION, PORNOGRAPHY, OBSCENITY OR THE LIKE; AND (I) ANY CREATED BY TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. IF ANY DUTY CANNOT BE DISCLAIMED, YOU AGREE THAT THE DUTY WILL BE MEASURED BY WILLFUL MISCONDUCT. ALSO, THERE ARE NO WARRANTIES OF TITLE, QUIET ENJOYMENT OR OF LACK OF INFRINGEMENT.
LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY
Release of Liability
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY (AND OF OUR SERVICE PROVIDERS, AGENTS, EMPLOYEES AND AFFILIATES) WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Links to Third Party Sites
This Site may be linked to other sites either by us or by users. No link implies that, directly or indirectly, we have provided any approval, association, sponsorship, endorsement, or affiliation with the linked site, unless specifically stated therein by us (but not by users). You agree and understand that we have not reviewed all the sites linked to this Site and take no responsibility for the content of any off-site pages or any other site linked to this Site. Your linking to any other off-site pages or other sites is also at your own risk and must be lawful.
Revision of Terms
Copyright Infringement and Copyright Agent
We respect the intellectual property of others, and we ask our visitors to do the same. It is our policy to terminate in appropriate circumstances any (if any) account or right of access for repeated infringement, and we also reserve the right to terminate for even one infringement. If you are the owner of a United States copyright and you believe that your work has been copied on the Site in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information:
(A) a physical signature of the person authorized to act on behalf of he owner of the copyright or other intellectual property interest;
(B) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(C) a description of where the material that you claim is infringing is located on the Site;
(D) your address, telephone number, and email address;
(E) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
(F) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act in the copyright or intellectual property owner’s behalf.
Our agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
Institutional Limited Partners Association
55 York Street, Suite 1200,
M5J 1R7, Canada
Disputes and Governing Law
International Users; Void Where Prohibited
The Site is controlled, operated and administered by us from our offices within Canada. We make no representation that the Site is appropriate or available for use anywhere, including (without limitation) at locations outside of the United States or Canada where ILPA Contents, User Materials or other information or rights or activities relating to the Site might be illegal or prohibited. If you access this Site from a location outside of the United States or Canada, you are responsible for compliance with all local laws. Moreover, not all services discussed or referenced in this Site are available to all persons or in all geographic locations or jurisdictions. In addition, not all persons may be able to participate, or win prizes, if applicable, in any (if any) sweepstakes, contests, raffles, surveys, or similar promotions made available through the Site. We reserve the right to limit the availability of this Site and/or the provision of any Service to any person, geographic area or jurisdiction we so desire, at any time and in our sole discretion.
You may not use the Service or export the materials on this Site in violation of applicable export laws and regulations. The Site may not be used or otherwise exported or re-exported: (a) into (or to a national or resident of) Cuba, Iran, Libya, North Korea, Syria, or any other country to which the United States or Canada has embargoed goods; or (b) to anyone on the United States Treasury Department’s list of specially designated nationals or on the United States Commerce Department’s table of Deny Orders.
No Harvesting or Dictionary Attacks
We will not give, sell, or otherwise transfer addresses maintained by us to any other party for the purposes of initiating, or enabling others to initiate, emails except as authorized by appropriate personnel or policies. Except for parties authorized to have those addresses, persons may violate federal law if they: (1) initiate the transmission to our computers or devices of a commercial electronic mail message (as defined in the U.S. “CAN-SPAM Act of 2003”) that does not meet the message transmission requirements of that act; or (2) assist in the origination of such messages through the provision or selection of addresses to which the messages will be transmitted.
Members’ Edge Terms and Conditions
ILPA is a non-profit organization. In connection with the Members’ Edge database, the ILPA is not acting as an agent, lobbyist, solicitor, marketer, consultant, broker or other intermediary for any party. The ILPA Web Site is hosted by the ILPA for the sole benefit of its members. The Members’ Edge database is intended to provide ILPA members education as to the identity of fund sponsors and investment managers in the private equity and venture capital space, enabling ILPA members to more fully fulfill their underlying investment responsibilities. ILPA provides no service other than to host the Members’ Edge database.
ILPA has not examined, and does not endorse any of the fund sponsors, investment managers or other participants in, or evaluate the merits of any matters described in the Members’ Edge database and expressly disclaims any obligation to do so.
The information provided in the Members’ Edge database is not an offering of securities and the ILPA does not provide information concerning the manner in which investment transactions are handled, provide advice to fund sponsors, investment managers or potential investors or handle funds or securities involved in completed transactions. The fund sponsors and investment managers bear all costs associated with providing the information related to their profile and the ILPA receives no placement fee, brokerage fee or any other form of compensation conditioned on an investment between any ILPA member and any investment manager or fund sponsor. By submitting content to the ILPA for the Members’ Edge database, each fund sponsor and investment manager confirms that it is in compliance with all relevant law in doing so and, in particular, is in compliance with any local requirements of the Alternative Investment Fund Managers Directive (2011/61/EU) in relation to potential limited partners based in the European Union and agrees to indemnify and hold harmless the ILPA and its directors and personnel from and against any and all losses, liabilities, claims or damages of any kind or nature arising out of or related to the information submitted by such person or entity or the accuracy, use or misuse thereof and further acknowledges that the ILPA does not undertake and is under no obligation to undertake any review of the materials provided for accuracy or completeness and disclaims any and all obligations to do so.
© 2013 Institutional Limited Partners Association and/or its suppliers. All rights reserved.