Terms of Use Disclaimers
This Terms of Use Agreement ("Agreement") is a legally binding contract among (i) you (and your firm or investment entity, if applicable) (collectively, "User"), and Stonehenge Management LLC (the “Sitehost”).
By agreeing to these terms, you are certifying that you are an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended. This Site (defined below) is NOT permitted for the use of any other person.
Agreeing to these terms is the legal equivalent of manually signing a paper copy of this Agreement on behalf of User. You represent, warrant and covenant that you are authorized to execute this Agreement on behalf of yourself (and your firm, if applicable) and that you intend for you (and your firm, if applicable) to be legally bound by this Agreement. Each time you access this website (the “Site”) you shall be deemed to have agreed to the terms and conditions of this Agreement on behalf of yourself (and your firm, if applicable). Access to the Site is being provided to User in reliance on this confirmation and the continuance of this status and User agrees to notify the Sitehost and cease using the Site should that status change. the Sitehost makes no representation that the Site is appropriate for the User. The User further agrees that the Site may be unavailable from time to time.
BEFORE ACCESSING THIS SITE, PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS USE OF THIS SITE AND ANY MATERIAL AVAILABLE THROUGH THIS SITE.
1. Confidentiality.
(a) User shall: (i) hold and maintain all information in any form, including but not limited to written or graphic information, disclosed through the Site by the Sitehost to the User (“Confidential Information”) in strict confidence; (ii) restrict disclosure of Confidential Information only to those individuals who (1) are User's representatives that need to know the Confidential Information in order reasonably to carry out the terms of this Agreement (or any subsequent agreement between the Sitehost and User), (2) have been informed of the confidential nature of such Confidential Information, and (3) have agreed to be bound by the restrictions of this Agreement (or any subsequent agreement between the Sitehost and User) governing disclosure in any manner of Confidential Information, including, without limitation, restricting Confidential Information from disclosure to any other person or entity, absent the express written approval of Sitehost; (iii) not duplicate, reproduce, distribute, store in any electronic information retrieval system, or disseminate in any other manner, the Confidential Information; (iv) employ procedures to prevent the unauthorized disclosure of Confidential Information that are commensurate with industry standards, but in no event less rigorous than procedures reasonably required to maintain the confidentiality of such Confidential Information; (v) use Confidential Information disclosed by the Sitehost only for the express purposes of this Agreement (or any subsequent agreement between the Sitehost and User), and not for any other purpose or otherwise for the benefit of User, its representatives, or any other person; (vi) not measure, reverse engineer, decompile, disassemble, duplicate, or otherwise analyze the physical or digital structure, construction or operation of the Confidential Information; and (vii) promptly return or destroy any and all originals and existing copies of such Confidential Information as may be in possession of User or User's custody or control at the termination of the business relationship between the Sitehost and User contemplated herein.
(b) Should a judicial or regulatory authority require User to disclose any of the Site’s Confidential Information, User shall provide notice to Sitehost immediately via email at website@stonehengeinvestment.com upon receiving any notice or request thereof, such that Sitehost shall be permitted the opportunity to oppose any such disclosure.
(c) In the event of any breach hereof (including without limitation the unauthorized disclosure or use of Confidential Information by User or User's representatives), User shall indemnify the Sitehost for any and all direct, consequential or punitive damages incurred as a result of such breach (including, without limitation, any actual expenses, attorney's fees, and court costs) and shall reasonably compensate the Sitehost for damages resulting from such breach. User shall also release, defend, indemnify and hold the Sitehost harmless from any and all claims, demands, and causes of action or liability arising from the unauthorized disclosure or use of the Confidential Information. Furthermore, in the event of any breach, the Sitehost shall have the right to specifically enforce the provisions of this Agreement or obtain an injunction, temporary restraining order, or other equitable relief to prevent a continuing or threatened breach, in addition to seeking money damages; it being acknowledged and agreed that any such breach or threatened breach will cause immediate and irreparable injury to the Sitehost, and that monetary damages alone will not provide an adequate remedy.
2. Representations, Warranties and Covenants.
User hereby makes the following representations, warranties and covenants on behalf of itself and its representatives, as of the date hereof and continuing thereafter:
(a) User has the authority to enter into this Agreement. The terms of this Agreement do not conflict with the terms of any other agreement to which User is a party. User is in good standing in the jurisdiction in which it is organized. User is not, nor will User become, a person with whom U.S. persons or entities are restricted from doing business under regulations of Office of Foreign Assets Control or other governmental action and User will not engage in any dealings or transactions or be otherwise associated with such persons or entities.
(b) User shall only make Confidential Information available to persons who satisfy the requirements of an “accredited investor”. User specifically acknowledges that User and User's representatives may be held liable for damages including any civil penalties, fines or judgments resulting from providing access to Confidential Information to persons that are not accredited investors or are not otherwise entitled to receive the Confidential Information.
(c) All Confidential Information shall only be used for purposes of evaluating the investment opportunities of persons permitted hereunder. User may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, or otherwise use any Confidential Information for any other purpose. No Confidential Information shall be used in a manner that is not permitted by this Agreement or by applicable law or regulations.
(d) The information contained in any questionnaires, forms, reports or other documents delivered by User to Sitehost is true, complete and correct as of the date thereof.
3. Exclusive Ownership of Confidential Information.
User and its representatives acknowledge Sitehost’s sole and exclusive right, title, and interest in and to any and all copyrights, patents, trademarks, service marks, trade secrets, and other intellectual property rights, registrations, grants, awards and licenses, whether presently issued, applied for, or issuable or capable of being issued in the future by any governmental entity with respect to the Sitehost. User and its representatives shall (a) not contest, take any action which would result in the denial, impairment, infringement, revocation, or rescission of, or file any application or other document seeking any right, interest, registration, grant, award or license in or to, any invention or derivative thereof without the prior written consent of Sitehost after Sitehost shall have received written notification of the specific action proposed to be taken by the User (which consent by Sitehost may be granted, delayed or withheld in the sole discretion of Sitehost), and (b), if the User shall directly or indirectly obtain any such intellectual property rights, promptly notify Sitehost of such occurrence and promptly transfer any such rights to Sitehost at no cost upon receipt of a written notification from Sitehost by executing and delivering such transfer instruments (in form and substance satisfactory to Sitehost) as Sitehost shall request. User and its Representatives acquire absolutely no rights or licenses in the Confidential Information. 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 Confidential Information.
4. Disclaimer; Limitation of Liability.
(a) User and its Representatives acknowledge that (i) Sitehost derives the Confidential Information from numerous sources, including, but not limited to, the Sitehost’s own research and diligence, Sitehost's underlying investment vehicles, managers of underlying investment vehicles, third party due diligence providers and other public or non-public sources, (ii) the Confidential Information is provided “as is” and “as available,” and Sitehost makes no representation or warranty of any kind, express or implied, as to the accuracy, timeliness, or completeness of the Confidential Information, including, but not limited to, satisfactory quality, non-infringement, legality, accessibility, timeliness, suitability or merchantability, reliability, title or fitness for a particular purpose, (iii) the use of the Confidential Information is at User's sole risk, (iv) to the full extent permissible by law, Sitehost expressly disclaims any liability or responsibility to User, User's Representatives or any third party for damages resulting from the use of the Confidential Information, or any errors or omissions in, or decisions made in reliance on, any aspect of the Site, (v) User agrees to waive any and all liability claims as it relates to his or her use of Site information, for all purposes, and (vi) Sitehost may make modifications or changes in the Confidential Information at any time, for any reason, without notification or reference to the User.
(b) The Confidential Information is offered solely for informational purposes and does not constitute a solicitation, an offer, or an invitation to make an offer to buy or sell any investments. The Confidential Information does not constitute any form of investment, legal, regulatory, tax, or compliance advice or any representation as to whether any security or investment is suitable to User or will be profitable. Any such advice should be obtained from an appropriately qualified third party. None of the Confidential Information has been recommended by any state, federal, or foreign commission or regulatory authority. No information on the Site shall be construed as a recommendation, endorsement, or sponsorship by Sitehost.
(c) Any statements in the Site reflecting the view of Sitehost with respect to future events are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those statements.
(d) Under no circumstances shall Sitehost or Sitehost’s representatives be liable for any reason for any losses or damages (whether direct or indirect) related to Confidential Information, including, but not limited to, lost profits, business, income, contracts, anticipated savings, data, goodwill or wasted time, or any other losses of any kind arising from the use of the Confidential Information by the User. No direct or indirect partner, member or shareholder of the Sitehost and its affiliates shall be personally liable for the performance of the obligations of, or in respect of any claims against, Sitehost arising under this Agreement. No personal judgment shall be sought or obtained against any of the foregoing in connection with this Agreement.
(e) Past performance is not indicative of future results. Without limiting the generality of the foregoing, certain components of the Confidential Information may be based on statistical models that solely provide a means to analyze relationships that may have existed in the past and should not be interpreted as a prediction of future performance.
(g) User acknowledges that Sitehost provides no assurances as to the availability of any investment, even if it is contained in the Confidential Information.
5. Password Policy; Right to Restrict or Terminate Access.
Use of the Confidential Information requires both sign-in information ("Sign-In Name") and a password ("Password") for access to the Site. Each Sign-In Name and corresponding Password can be used only by the individual intended to receive such information. User may not share its Sign-In Name or Password with any other person. Accordingly, User shall keep its Password confidential at all times, and such Password shall be deemed to be Confidential Information hereunder. User shall promptly notify Sitehost if it becomes aware of any loss or theft of a Password or any unauthorized use of a Password. Sitehost reserves all rights in its sole discretion to change, restrict, suspend or terminate access or use of the Site at any time without prior notice or liability.
6. Use of Internet; Security of Site.
(a) Use of the Internet is solely at User's own risk and is subject to all applicable local, state, national, and international laws and regulations. While Sitehost has endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from the Site over the Internet cannot be guaranteed. Accordingly, Sitehost is not responsible for the security of any information transmitted via the Internet. User assumes sole and complete risk for using the Site.
(b) Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. Sitehost reserves the right to view, monitor, and record activity on the Site and to use such information for internal purposes without notice or permission.
7. Electronic Delivery.
(a) The Site is the primary means of communication and document delivery with Users.
(b) In order to promote cost savings and to improve the timeliness of delivery, Sitehost delivers information via the Site, upon request. The Internet is not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, accessed, deleted or interfered with by unauthorized or unintended third parties without Sitehost’s or the User's knowledge. Sitehost makes no warranties in relation to these matters. It is the User's responsibility to timely read any and all information posted to the Site. The User will have to check the Site regularly to avoid missing time-sensitive information as such electronic delivery on or through the Site is sufficient to constitute actual delivery thereof. As such, the posting of information constitutes legal notice of information contained therein and User accepts the same. The User will be responsible to notify Sitehost if it is unable to access the Site. Users may contact Sitehost for technical assistance regarding the Site. It is the User's responsibility to notify Sitehost should the User not want to use the Site as its primary means of communication and document delivery.
8. Miscellaneous Provisions.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. Any action to enforce this Agreement will be brought in the federal or state courts presiding in New York County of the State of New York, and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts. In connection with its use of the Site, the User shall comply with all applicable law and shall not take any action that would place Sitehost in violation of any applicable law.
(b) If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
(c) No joint venture, partnership, employment, or agency relationship exists between Sitehost and User by way of this Agreement or by virtue of User's use of the Confidential Information.
(d) This Agreement between the Sitehost and User represents the entire agreement between the Sitehost and User with respect to use of the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between Sitehost and User with respect to the Site.
(e) Sitehost reserves the right to modify the terms and conditions of this Agreement in its sole discretion from time to time. User’s continued access and use of the Site following such posting constitutes its consent to be bound by any amended terms of this Agreement. Any rights not expressly granted herein are reserved.
(f) User shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of its rights or obligations under the terms of this Agreement. Sitehost may transfer, assign, sublicense or pledge in any manner whatsoever, any of Sitehost’s rights and obligations under the terms of this Agreement to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying User or receiving its consent.
(g) 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 Sitehost 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.
9. User Acknowledgment.
User, by agreeing to use the Site, acknowledges the terms herein and agrees to be bound by the foregoing. Sitehost, in its sole discretion, may at any time and for any or no reason suspend, limit, restrict, modify or terminate User's access to the Site. Please print this agreement for your records.
10. Copyright Infringement.
It is the Sitehost’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please see the Sitehost’s DMCA Policy.
