Last Revised January 31, 2019
Please read the following carefully before accessing this website.
TIFF Advisory Services, LLC., and its affiliates (“TIFF Investment Management”, “TIFF”, “we”, or “us”) welcomes you to our website, which for these purposes includes the public-facing sites, the Member Portal defined below, and the site hosting mutual fund data. We hope you find it engaging and informative. These terms and conditions of use are a contract between you and TIFF (the “Terms”) and govern your use of the website.
The website contains general information about TIFF and its business. It is directed at existing TIFF members, eligible non-profit organizations interested in partnering with TIFF, and for individuals considering possible employment with TIFF. The website is not an offer of securities or any form of solicitation, as more clearly stated below.
Your access to, and use of, the website is subject to these Terms. These Terms do not amend or supersede any previous written agreements you may be a party to with TIFF or any TIFF fund or account (“Other Agreement”). In the event of any inconsistency between these Terms and any Other Agreement, the Other Agreement will govern. Some aspects of the website may contain supplemental terms and conditions and additional disclosures and disclaimers, which are hereby incorporated in these Terms. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern, as applicable.
By accessing or using the website, you acknowledge that you have read, understand, and agree to, these Terms and all disclaimers and terms and conditions that appear on the website presently. These Terms may be updated at any time. Your continued use of the website after any such modifications constitutes your acceptance of the modified terms and conditions. If you do not accept these Terms, you do not have permission to access, browse, or use the website and your sole and exclusive remedy is to discontinue using the website. As such, we recommend that you periodically visit this page of the website to review these Terms. The date of the last revision or update appears at the top of the Terms under the title.
Your compliance with these Terms is a condition of your right to access the website. Your breach of any provision of these Terms or Other Agreements will automatically, without the requirement of notice of any other action, revoke and terminate your right to access the website and you will be fully liable for all claims, regardless of the identity of the claimant or injured party, arising from or relating to your continued use of the website after such breach.
2. Intellectual Property Rights and Ownership.
All the material displayed on and/or accessible through the website (the “Content”) is the property of TIFF or others and is protected by United States and international copyright and other laws. All names, logos, trademarks and service marks displayed on the website (the “Trademarks”) are the property of TIFF or their respective owners, who may or may not be affiliated with TIFF. Nothing contained on the website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Content or Trademark without the written permission of TIFF or such other party that may own the applicable Content or Trademark. Nothing in these Terms shall constitute a waiver of any trademark, copyright or other intellectual property rights. TIFF reserves the right to enforce its intellectual property rights to the full extent of the law.
3. Notification to TIFF.
If you believe that anything posted on the website infringes any intellectual property right that you own or control, please provide TIFF with the following written information: (1) name, address, and telephone number; (2) a description of the intellectual property that you claim has been infringed upon; and (3) a description of where the material that you claim is infringing is located on the website, with enough detail that TIFF may find it.
4. Restrictions on Use.
By accepting the terms of these Terms through your use of the website, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the website.
The Content may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of TIFF in each instance. Our prior express written consent is required for (i) any resale or commercial use of the website and/or any Content obtained from the website; (ii) making more than minimal copies of the website materials; (iii) any derivative use of the website or any portion thereof; (iv) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the website; or (v) including any portion of the website on any other website, on a server computer or in documents, including but not limited to “mirroring” the information and/or displaying the information by means of HTML frames or similar means. If you seek permission for such use of our website, please contact us at email@example.com. Any unauthorized use of the website, Content or Trademarks may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
You warrant that when using the website you shall not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of any national or other securities exchange.
TIFF reserves the right to change, suspend, or discontinue all or any part of the website or the Content at any time without prior notice or liability.
5. Performance Information.
5.1 Past Performance. The information contained, or comments expressed, on the website may include certain prior indications of past investment performance. In considering such prior performance information, you should bear in mind that past performance is not necessarily indicative of future results and there can be no assurance that an investment will, or is likely to, achieve comparable results to those achieved in the past, or that significant losses will be avoided.
5.2 Analyses and Opinions. Market analyses and statements of opinions provided on the website are inherently uncertain and are based on a number of assumptions. You should carefully review information regarding any such analyses and underlying assumptions.
5.3 Forward-Looking Statements. Certain information in the website may contain certain “forward-looking statements” about TIFF, the funds or accounts it advises and their underlying investments which can be identified by the use of words such as “may”, “will”, should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue”, or “believe” or similar expressions. TIFF undertakes no obligation to update publicly or revise any forward-looking statements. Due to various risks and uncertainties, actual events, results or performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statement.
5.4 Member Data. Any reference to Assets Under Management or AUM or other member statistics used on the website reflect such information as of the close of the prior calendar quarter unless another date is indicated.
5.5 Attribution of Quotations. Any statement or wording on the website that is presented as a quotation is a quotation of a current or past employee or director of TIFF, and not a quotation or testimonial from a third party, investor or portfolio company personnel.
6. Third-Party Links.
TIFF may provide links from the website to websites operated by third parties who may or may not be affiliated with TIFF. We do not endorse, have any responsibility for or make any representations about, any other sites, including their products and services, content, communications and website use policies. We make no express or implied warranty about the accuracy, legality, or any other aspect of the content of such links. The use of third party websites is entirely at your own risk. By accessing these links, you acknowledge that such other sites or locations are not under the control of TIFF and you agree that TIFF shall not be responsible for any information or additional links found at such site or location, or for your use of such information.
7. Non-Public Member Portal of the website.
If you are a TIFF member, a representative of a TIFF member, or otherwise engaged in a dialogue with TIFF, you may have been granted access to certain non-public portions of the website through a uniquely assigned investor log-in (“Member Portal”). In addition to these Terms, your use of the Member Portal may also be governed by Other Agreements and by all applicable laws and regulations. All information available through the Member Portal of the website is confidential and proprietary to TIFF. This includes any investment information and results, offering materials, financial statements and other information provided through the Member Portal of the website. You will use best efforts to keep this information strictly confidential. You will not disclose any of this information to any person or use it for any purpose other than those expressly permitted by TIFF in writing. If you have been granted access to the Member Portal by TIFF, you must maintain confidentiality of your log-in information and you remain responsible for all usage of the Member Portal of the website through your account, whether such use is made by you or anyone else. You must immediately notify us of any known or suspected unauthorized use of your log-in information or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your log-in information.
8. Website Security.
You are prohibited from violating or attempting to violate the security of the website, including, without limitation, (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, the password and log-in functionality used to authenticate users; (iii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iv) attempting to interfere with services to any user, host or network, including, without limitation, via means of submitting a virus to the website, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (v) sending unsolicited email, including promotions and/or advertising of products or services; (vi) forging any TCP/IP packet header or any part of the header information in any email or posting; (vii) using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the website other than the search engine and search agents available on the website and other than generally available third party web browsers; (viii) reverse engineering, decompiling or disassembling the underlying software; (ix) removing any notices, warnings, labels, annotations or instructions from any portion of the website or any related material; or (x) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the website.
Any violations of system or network security including attempts to intentionally access a computer without authorization or exceeding your authorized access level may result in civil and criminal charges. We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users of the website if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread of a virus, security breach or system malfunction. If we so restrict or terminate access we will use commercially reasonable efforts to restore access and use to users for proper purposes promptly.
9.1 No Offer of Securities or Advice. You acknowledge and agree that the Content is solely for informational purposes and nothing contained in the website may be construed as a solicitation, offer, recommendation or representation of suitability or endorsement of any security or investment and may not be relied upon in connection with any offer or sale of securities or other assets. Offerings of securities in funds or portfolios advised by TIFF are made only by Prospectus, Private Placement Memorandum, or Offering Memorandum distributed by persons authorized by TIFF. TIFF is not providing the website to provide investment or other advice and nothing herein should be deemed to be a recommendation that you buy, sell, or hold any security or other investment. You further acknowledge and agree that the Content does not provide any tax, legal, accounting or other professional advice and should not be relied upon as such. In making an investment decision, you must rely on your own examination of an investment, including the merits and risks involved. TIFF advises that you consult with your own advisors with respect to any matters involved with making an investment.
9.2 Content Disclaimers. Certain Content was obtained from published and non‐published sources, including from underlying funds and companies in which funds we advise have invested. Such information may not have been independently verified by TIFF and TIFF makes no warranties or representations or assumes any responsibility as to the accuracy, reliability or correctness of the Content (or for updating the Content based on facts learned following its publication). TIFF is not responsible for any action or decision you make in reliance on any information contained on the website.
9.3 Disclaimer of Warranties. THE SITE, INCLUDING ALL CONTENT, IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND. BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. NEITHER TIFF, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY “REPRESENTATIVES”) WARRANT THAT THE USE OF THE SITE WILL BE UNINTERUPPTED OR ERROR-FREE. NEITHER TIFF NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND TIFF AND ITS REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, TIFF ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THIS SITE.
10. Limitations of Liability.
BY USING THE SITE, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK; (ii) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SITE; AND (iii) THAT IN NO EVENT SHALL TIFF OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR RELIANCE ON OR USE OR INABILITY TO USE THE INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE, (b) ANY ERRORS OR OMISSIONS IN THE CONENT OF THE SITE, (c) YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SITE OR (d) ANY FAILURE OF PERFORMANCE, ERROR, OMMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE OR OTHER COMPUTER MALFUNCION, IN EACH CASE ((a) THROUGH (d)) INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF TIFF OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR LIABILITIES. TIFF RESERVES THE RIGHT TO ALTER OR REMOVE THE CONTENT OF THIS SITE OR SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH ACTIONS.
As a condition to your use of the website, you agree to indemnify, defend and hold harmless TIFF and its Representatives against any and all claims, liabilities, damages, costs or other expenses (including, without limitation, attorneys’ fees) that may arise directly or indirectly out of or from your breach of these Terms and/or your use of the website or resulting from any action (or inaction) you take or decision you make in reliance on the information contained on the website.
12. Severability and Waiver.
If any provision of these Terms is found to be invalid, void, or for any reason unenforceable, it will be interpreted in such a manner that would make the provision valid or enforceable. If it is not possible to interpret the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of TIFF to act on or enforce any provision of these Terms shall not be interpreted as a waiver of that provision or any other provision of these Terms.
13. Complete Terms.
14. Termination of the Terms.
TIFF reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms (and/or your access to all or any part of the website or the Content) at any time and for any reason without prior notice or liability. Upon any termination of these Terms you must promptly destroy all materials downloaded or otherwise obtained from the website, as well as all copies of such materials, whether made under the Terms or otherwise. If these Terms are terminated, the following provisions shall survive: Section 2 (Intellectual Property Rights and Ownership), Section 9 (Disclaimers), Section 10 (Limitations of Liability), Section 11 (Indemnification), Section 12 (Severability and Waiver), Section 13 (Complete Terms), Section 14 (Termination of the Terms), Section 15 (Governing Law and Venue) and Section 16 (Class Action and Arbitration).
15. Governing Law and Venue.
TIFF’s primary place of business is the Commonwealth of Pennsylvania in the United States. If you elect to access and/or use the website from outside of the United States, we make no warranties that materials on this site are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the website if you are restricted by any local, state, national or international laws. The laws of the Commonwealth of Pennsylvania, without regard to its principles of conflict of laws, will govern these Terms (including any disputes concerning or related to these Terms). You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts sitting in Philadelphia, Pennsylvania for the purpose of resolving any dispute relating to your access to or use of the website. Notwithstanding the foregoing, you expressly acknowledge and agree that TIFF may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to exclusive jurisdiction and venue in such courts. You agree that this may require you to submit any disputes related to the use of the website to final and binding arbitration in the Commonwealth of Pennsylvania.
16. Dispute Resolution.
By using the website, you agree that if any dispute should arise between you and TIFF, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.
You agree that TIFF, at its sole discretion, may require you to submit any disputes arising from the use of the website, related services or these Terms, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration (the “Rules”) of the American Arbitration Association, by one or more arbitrators appointed in accordance with the Rules. You agree with us that this section satisfies the writing requirement of the Federal Arbitration Act. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the Commonwealth of Pennsylvania and will take place in Philadelphia, Pennsylvania.
Thank you for visiting our website. Please contact us at firstname.lastname@example.org if you have any questions about our website or these Terms. Electronic mail or other communications through this website to TIFF (or any of its employees, agents or Representatives) may not be secure and we do not guarantee the confidentiality of such communications.
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