Legal Document
Terms of Use
Review the governing disclosures and use conditions supporting the Qlumina public site and investor onboarding workflow.
1. Acceptance of Terms and Institutional Eligibility Framework
By accessing, browsing, or utilizing the Qlumina digital infrastructure, including but not limited to its proprietary web application ('the Platform'), data feeds, analytical tools, or any associated digital services (collectively, 'Services'), you ('the User,' 'the Client,' or 'the Institution') irrevocably agree to be bound by these Terms of Use ('Terms'). Access to this Platform is strictly and specifically limited to 'Professional Investors,' 'Institutional Investors,' and 'High-Net-Worth Individuals' as those terms are defined under the British Virgin Islands Securities and Investment Business Act (SIBA). By proceeding past this point, you represent, warrant, and covenant to Qlumina that you meet the requisite financial threshold and possess the specialized professional knowledge, investment experience, and internal technical resources required to independently evaluate the complex merits and extreme risks associated with systematic, AI-native, and quantitative absolute return strategies. You further attest that you qualify as a 'Qualified Investor,' 'Qualified Client,' or 'Eligible Counterparty' within the specific regulatory framework of your domicile and home jurisdiction. If you do not meet these stringent criteria, or if you are acting on behalf of a 'Retail Client' as defined under MiFID II, FIDLEG, or any equivalent global regulation, you are strictly prohibited from using these Services and must immediately exit the Platform.
2. Absolute Reverse Solicitation and Non-Solicitation Doctrine
Access to the Platform is provided on the explicit and non-negotiable basis of 'Reverse Solicitation.' The User hereby acknowledges, confirms, and represents in the strongest possible terms that their access to the Qlumina Platform and any subsequent request for data, performance metrics, factsheets, or capital allocation information were initiated solely, spontaneously, and exclusively at the User's own independent request. The User further confirms that their inquiry was not prompted by, nor is it the result of, any proactive marketing, public advertising, directional solicitation, or investment offering conducted by Qlumina, its directors, employees, or global marketing partners within the User's home jurisdiction. The User understands that Qlumina is a BVI-based entity and does not maintain a license to solicit investment business in jurisdictions where such licensing is required. These Services and all associated documentation are provided on a 'cross-border' basis only, and only where such provision is permitted by the laws of the User's jurisdiction under the doctrine of passive provision of services.
3. Comprehensive Jurisdictional Annex and Marketing Partner Disclosures
Qlumina operates through a global network of institutional infrastructure and marketing partners. The following jurisdictional disclaimers are mandatory and govern all interactions within these regions: (A) SWITZERLAND: All Services and content presented herein are directed exclusively at 'Qualified Investors' as defined in Article 10 of the Swiss Collective Investment Schemes Act (CISA) and the Federal Act on Financial Services (FIDLEG). This Platform does not constitute a 'public offer' for the purposes of Swiss law. No prospectus, key information document (KID), or equivalent disclosure has been filed with or approved by the Swiss Financial Market Supervisory Authority (FINMA). (B) UNITED ARAB EMIRATES (ADGM/DIFC/SCA): This Platform and its content are intended only for 'Professional Clients' or 'Market Counterparties' as defined by the ADGM Financial Services Regulatory Authority (FSRA), the Dubai Financial Services Authority (DFSA), or the Emirates Securities and Commodities Authority (SCA). No retail clients are permitted. (C) UNITED STATES OF AMERICA: Access is restricted to investors who qualify as 'Accredited Investors' under Rule 501 of Regulation D and 'Qualified Purchasers' under Section 2(a)(51) of the Investment Company Act of 1940. Qlumina's US-based partners provide institutional infrastructure services only and do not engage in the public solicitation, offer, or sale of securities. (D) EUROPEAN UNION AND EEA: This information is provided to 'Professional Investors' only as defined by the Markets in Financial Instruments Directive (MiFID II) and is distributed under the national private placement regimes (NPPR) where applicable, or via reverse solicitation. (E) UNITED KINGDOM: Services are directed exclusively to 'Professional Clients' and 'Eligible Counterparties' as defined by the Financial Conduct Authority (FCA), and this information is exempt from the general restriction in section 21 of the Financial Services and Markets Act 2000 (FSMA). (F) SINGAPORE: Directed solely at 'Institutional Investors' or 'Accredited Investors' as defined in Section 4A of the Securities and Futures Act (SFA), and not registered as a prospectus with the Monetary Authority of Singapore (MAS). (G) HONG KONG: Intended strictly for 'Professional Investors' as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (SFO) and not reviewed by the Securities and Futures Commission (SFC). (H) CYPRUS: Addressed solely to 'Professional Clients' and 'Eligible Counterparties' within the meaning of the Investment Services and Activities and Regulated Markets Law of 2017, and not subject to authorization by the Cyprus Securities and Exchange Commission (CySEC).
4. Protection of Algorithmic Intellectual Property and Proprietary AI Models
The User acknowledges and agrees that all quantitative models, systematic execution logic, AI-native architectures, neural network weights, predictive signal libraries, source code, data sets, and proprietary methodologies (collectively, the 'Proprietary IP') are the sole and exclusive property of Qlumina or its respective licensors. The User is granted a temporary, revocable, non-exclusive, and non-transferable license to access this Platform for the strictly limited purpose of performing institutional due diligence on a potential investment mandate. The User is prohibited from: (i) attempting to reverse-engineer, decompile, or disassemble any portion of the Proprietary IP; (ii) utilizing automated 'web-crawlers' or 'scrapers' to extract data from the Platform; (iii) sharing login credentials with any unauthorized third party; or (iv) replicating the systematic logic presented herein for personal or commercial gain. Any violation of these IP protections will be prosecuted to the maximum extent of the law in the courts of the British Virgin Islands and across all jurisdictions where such IP is registered or utilized.
5. Systematic Execution, Model Performance, and Reliance Disclaimer
Algorithmic and systematic quantitative investing involves unique and significant risks that are distinct from traditional discretionary management. All performance data presented on the Platform—including but not limited to historical net returns, Sharpe Ratios, maximum drawdowns, and volatility metrics—represents the mathematical output of specific quantitative models. WHERE BACKTESTED PERFORMANCE DATA IS SHOWN, SUCH DATA IS HYPOTHETICAL AND DOES NOT REPRESENT ACTUAL TRADING RESULTS. Backtested results are achieved through the retroactive application of a model designed with the benefit of hindsight. Actual trading results may vary significantly from backtested or simulated performance. Systematic execution is subject to inherent vulnerabilities, including technical 'glitches,' data integrity failures, connectivity latency, as well as 'model drift' caused by structural shifts in market regimes. Qlumina provides no warranty or guarantee that any strategy will achieve its investment objective or that historical performance patterns will persist in the future.
6. Exhaustive Limitation of Liability and Performance Voids
TO THE MAXIMUM EXTENT PERMITTED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS AND ALL APPLICABLE GLOBAL JURISDICTIONS, QLUMINA, ITS DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AFFILIATED MARKETING PARTNERS (THE 'QLUMINA PARTIES') SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF CAPITAL, OR THE FAILURE OF AN INVESTMENT PROGRAM TO MEET EXPECTATIONS. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM: (I) THE USE OF OR RELIANCE ON THE PLATFORM DATA; (II) THE ABSENCE OF LIQUIDITY IN THE UNDERLYING MARKETS; (III) ERRORS IN THE FIRM'S ALGORITHMIC MODELS OR EXECUTION LOGIC; (IV) MARKET MANIPULATION OR FRAUD BY THIRD-PARTY EXCHANGES OR COUNTERPARTIES; OR (V) CYBERSECURITY BREACHES AFFECTING USER DATA OR ASSETS. THE USER EXPRESSLY ACKNOWLEDGES THAT INVESTMENT IN THE STRATEGIES DESCRIBED HEREIN CARRIES THE RISK OF A TOTAL LOSS OF PRINCIPAL AND AGREES TO HOLD THE QLUMINA PARTIES HARMLESS FROM SUCH LOSSES.
7. Institutional Indemnification and Regulatory Responsibility
The User agrees to indemnify, defend, and hold harmless the Qlumina Parties from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney fees and court costs) resulting from (i) the User's breach of these Terms; (ii) any misrepresentation of the User's institutional or professional status; (iii) the User's violation of any local securities law, regulation, or administrative rule in their home jurisdiction; or (iv) the unauthorized disclosure of Platform content to third parties. This indemnification obligation shall survive the termination of the User's access to the Platform.
8. Termination, Access Revocation, and Security Thresholds
Qlumina reserves the absolute and unilateral right to terminate, suspend, or restrict the User's access to the Platform at any time, with or without prior notice, for any reason whatsoever. Reasons for revocation may include, but are not limited to: (i) a change in the User's regulatory status; (ii) suspected unauthorized access or 'credential sharing'; (iii) a determination by Qlumina's Compliance Department that the User no longer meets the firm's 'Institutional Integrity' standards; or (iv) a suspected breach of the Proprietary IP protections. Upon termination, all rights and licenses granted to the User shall immediately dissolve, and the User must destroy any and all copies of information previously downloaded from the Platform.
9. Governing Law, Dispute Resolution, and Mandatory Arbitration
These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of the British Virgin Islands. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH, OR TERMINATION THEREOF, SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE BVI INTERNATIONAL ARBITRATION CENTRE (BVI IAC) UNDER THE BVI IAC ARBITRATION RULES IN FORCE AT THE TIME THE NOTICE OF ARBITRATION IS SUBMITTED. The seat of arbitration shall be Road Town, Tortola, British Virgin Islands. The number of arbitrators shall be one (1). The language of the arbitration shall be English. The parties agree that the arbitration award shall be final and binding and may be enforced in any court of competent jurisdiction globally.
10. Entire Agreement, Severability, and Non-Waiver
These Terms constitute the entire, integrated agreement between the User and Qlumina regarding the subject matter herein and supersede all prior or contemporaneous communications, whether oral or written. If any provision of these Terms is held to be invalid, illegal, or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining provisions of these Terms shall remain in full force and effect. No failure or delay by Qlumina in exercising any right or remedy under these Terms shall operate as a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof.
11. Global Compliance, Tax Liability, and Mandatory Reporting
Information provided on the Platform is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. The User is solely responsible for understanding and complying with their own tax, accounting, and regulatory reporting obligations, including requirements under FATCA, the Common Reporting Standard (CRS), and the BVI Economic Substance Act. Qlumina does not provide tax, legal, or accounting advice, and nothing on the Platform should be construed as such. The User is strongly encouraged to consult with their own professional advisors prior to entering into any investment mandate or allocation.
12. Confidentiality, Non-Disclosure, and Information Integrity
The data, metrics, and stratagems presented within the Qlumina secure portal contain highly sensitive trade secrets and institutional intelligence. By accessing the portal, the User enters into a binding confidentiality agreement. The User shall treat all portal content as 'Strictly Confidential' and shall not reproduce, distribute, or disclose such information to any third party—including internal staff members not involved in the evaluation process—without the prior express written consent of Qlumina. Any breach of this confidentiality will result in immediate legal maneuvers to seek injunctive relief and monetary damages.
13. Algorithmic Integrity, Model Drift, and Adaptive Risk Management
The User acknowledges that all systematic investment models are susceptible to 'model drift' over time as underlying market structures, liquidity regimes, and volatility patterns evolve. While Qlumina's AI-native framework includes adaptive risk management protocols designed to detect and mitigate these shifts, there is no assurance that such protocols will be successful in preserving capital or maintaining performance levels during periods of rapid or structural market change. The User relies on Qlumina's internal quantitative and qualitative risk oversight processes at their own risk and cost.