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Terms and Conditions of Use
BY ACCESSING OR USING THIS FSI CAPITAL HOLDINGS, LLC (“FSI”) WEB SITE (THE “SITE”) YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED USER OF THESE SERVICES AND YOU SHOULD NOT USE THIS WEBSITE. THESE TERMS AND CONDITIONS (“TERMS”) ARE ENTERED INTO BY AND BETWEEN YOU AND FSI, AND GOVERNS YOUR ACCESS AND USE OF THE SITE AND THE PRODUCTS, SERVICES AND CONTENT (COLLECTIVELY, “CONTENT”) AVAILABLE ON AND VIA THE SITE.
FSI RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THESE TERMS AT ANY TIME FOR ANY REASON. WE SUGGEST THAT YOU REVIEW THESE TERMS PERIODICALLY FOR CHANGES. SUCH CHANGES SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING. YOU ACKNOWLEDGE THAT BY ACCESSING OUR WEBSITE AFTER WE HAVE POSTED CHANGES TO THESE TERMS, YOU ARE AGREEING TO THESE TERMS AS MODIFIED.
FSI is registered as an Investment Adviser with the Securities and Exchange Commission (“SEC”).
1. General Provisions. FSI hereby grants you a revocable, nontransferable, nonexclusive right to use the Site solely in accordance with these Terms. The foregoing license has been granted to you subject to your agreement to abide by these Terms as well as any other rules, procedures, policies, terms or conditions governing the Site that may be displayed from time to time on the Site and to which you will be bound.
2. SEC Materials. Certain information and materials (“SEC Materials”) provided through this Site has been filed with the SEC. The SEC Materials and other public disclosures contained in or accessible through this Site may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are typically identified by words or phrases such as “likely”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “position” and variations of such words and similar expressions, or future or conditional verbs such as “will”, “would”, “should”, “could”, “may” or similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, all of which will or may change over time or may be incorrect, and neither FSI nor any of its affiliates assumes any duty to update or correct any forward-looking statements contained in or accessible through the Site. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historic performance.
In addition to factors previously disclosed by FSI to the SEC and those identified elsewhere on this Site, the following factors, among others, could cause actual results to differ materially from any forward-looking statements or historic performance: (i) our ability to attract and retain key personnel; (ii) the performance of our investments; (iii) the introduction, withdrawal, success and timing of business initiatives and strategies; (iv) the risk of third-party litigation; (v) our ability to manage conflicts of interest; (vi) employee misconduct; (vii) fluctuations in our revenue and profitability; (viii) future acquisitions or divestitures; (ix) economic conditions; (x) changes in interest rates and financial and capital markets; (xi) competitive conditions; (xii) terrorist activities and international hostilities; (xiii) subjectivity in valuation methodologies; (xiv) the illiquidity of our assets; (xv) the use of distressed debt strategies; (xvi) failure of risk management systems; (xvii) foreign exchange, political, social and economic uncertainties and risks; (xviii) risks in using prime brokers and custodians; (xix) adverse tax treatment; and (xx) the impact, extent and timing of technological changes and legislative and regulatory actions and reforms.
FSI’s latest Annual Report and subsequent reports filed with the SEC, accessible on the SEC’s website at www.sec.gov and on this Site, discuss these factors in more detail and identify additional risk factors and factors that can affect forward-looking statements.
3. Passwords and Security. You may not access any password-protected portion of the Site unless you received a password from and are authorized by FSI. You are solely responsible for any use of or action taken under your password on the Site, and for maintaining the confidentiality and security of your password. You accept full responsibility for all activity conducted through your account and agree to and hereby release FSI from any and all liability concerning such activity. You agree to notify FSI immediately of any actual or suspected loss, theft or unauthorized use of your password. FSI has no obligation to inquire as to the authority or propriety of any use of or action taken under your password.
4. Investigation and Disclosure of Information. FSI has the right, but not the obligation, to monitor any activity and Content associated with the Site. FSI may investigate any complaint or reported violation of its policies and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspending or terminating your use of all or any portion of the Site and denying you access to all or any portion of the Site. FSI also reserves the right to report any activity that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other persons or entities. In order to cooperate with governmental requests, to protect FSI’s systems and you, to ensure the integrity and operation of FSI’s Site, business or systems, or otherwise to comply with the law and legal process, FSI may access and disclose any information it considers necessary or appropriate.
5. Intellectual Property. The Site, Content and any and all intellectual property rights pertaining thereto (including but not limited to copyrights, patents, trademarks and service marks) are owned and protected by FSI or third parties, and all right, title and interest therein and thereto shall remain the property of FSI and/or such third parties. Such content is solely for your personal, non-commercial use.
You may not publish, broadcast, retransmit, reproduce, commercially exploit, create any derivative of or otherwise disseminate any portion of the Site. You may not use the Site to transmit, distribute or store material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property right of another or violate the privacy, publicity or other personal right of another, or (c) that is defamatory, obscene, threatening, abusive or hateful. You are prohibited from violating or attempting to violate the security of the Site. You agree not to remove any copyright, trademark or other proprietary notice or legend contained on the Site or its Content (or printed copies thereof).
6. Termination. FSI reserves the right to reject your registration or suspend or terminate your access to and use of all or any portion of the Site at any time and for any reason, in its sole discretion. These Terms will continue to apply to your past use of the Site in the form in which it then existed at the time of the subject use. Termination of your access to and use of the Site does not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to FSI. Upon any termination of these terms, you must destroy all information and materials obtained by you or on your behalf from the Site and all copies and installations thereof, whether made under the terms of these terms or otherwise.
7. Disclaimer of Advice, Offers or Solicitations. The information contained on the Site is not and should not be construed as legal, tax, accounting or investment advice (including any advice concerning the suitability or profitability of any security or investment). You acknowledge that the information contained on the Site is not and should not be construed as an offer or solicitation of any kind to buy or sell any securities or other financial instruments. USERS SHOULD CONSULT WITH, AND SEEK PROFESSIONAL ADVICE FROM, THEIR OWN ATTORNEYS, ACCOUNTANTS AND FINANCIAL ADVISORS WITH RESPECT TO THEIR INDIVIDUAL CIRCUMSTANCES AND NEEDS.
8. No Recommendations of Individual Securities. The information contained on the Site does not constitute an offering of advisory services or securities, nor can anything on this Site be construed as advice or recommendations regarding individual securities including advice or recommendations concerning the suitability of, and investment strategies for, individual securities. Research, analysis, news and other information made available electronically do not constitute individualized recommendations to buy, sell or otherwise invest in a particular security. You are solely responsible for determining the nature, value and suitability of individual securities and you alone bear the risk of all transactions entered through your account.
9. Past Performance. Past performance is no indication of future performance, and nothing on this Site should be interpreted to state or imply otherwise.
10. Risks in relying on the Content. We make reasonable efforts to provide accurate Content on the Site, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. We may change all or any portion of the Site at any time without notice to you. We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party. You agree that we are not liable for any action you take or decision you make in reliance on any Content. Dated Content speaks only as of the date indicated.
11. No Liability for Technological Problems. All or any portion of the Site may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications. We make reasonable efforts to ensure that the Site is secure but we do not guarantee the security of the Site. We are not liable for any technological problems, damages caused by the performance or failure of performance of all or any portion of the Site, or defects, delays or errors resulting from your use of the Site.
12. Disclaimer of Warranties. THE SITE AND ALL INFORMATION AVAILABLE ON OR VIA THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, TIMELINESS OR SEQUENCING OF THE SITE OR THE CONTENT, PRODUCTS OR SERVICES AVAILABLE ON OR VIA THE SITE; AND (2) ANY WARRANTIES OF TITLE OR EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
13. Limitation of Liability. IN NO EVENT SHALL FSI OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA, LOST BUSINESS OR LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, THE INABILITY TO USE THE SITE OR ANY PRODUCTS, SERVICES OR CONTENT PURCHASED, OBTAINED OR STORED IN OR FROM THE SITE, OR TRANSACTIONS ENTERED INTO VIA THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF FSI OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IF ANY WARRANTY DISCLAIMER OR LIMITATION ON LIABILITY IN THIS AGREEMENT IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF FSI AND ANY AFFILIATE SHALL NOT EXCEED [ONE HUNDRED DOLLARS ($100)]. FURTHERMORE, THESE LIMITATIONS ALSO APPLY TO ANY THIRD PARTY CLAIMS AGAINST USERS.
14. Indemnity. You agree to indemnify, defend and hold harmless FSI and its affiliates from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising from or relating to (a) your unauthorized or inappropriate use of the Site; (b) your breach of these Terms or any representation, warranty or covenant made by you herein; or (c) your violation of any applicable law, statute, ordinance, regulation or any third party’s rights.
15. Privacy. Information that we gather from you via your use of the Site is governed by our Privacy Policy.
16. Third Party Links. The Site contains hyperlinks (or “links”) to Internet web sites of third persons and entities. FSI provides such links solely as a convenience to you. FSI has no control over and is not responsible or liable for any off-Site web pages accessible from or linked to the Site or any products, services or information contained, offered or promoted therein. Your use of links to any third person via the Site is governed by the terms and conditions and privacy policies of such third person and shall be solely at your risk. Such links to off-Site web pages does not constitute an endorsement of or an affiliation with FSI. All opinions, recommendations, views, news, information and other content contained in any third person sites are solely those of the third persons, and FSI disclaims all responsibility and liability for such content.
Furthermore, you shall not display hyperlinks on your websites to any website owned or operated by FSI without entering into a written agreement with FSI governing such display. Access to any FSI website does not authorize you to use any of names, logos, trademarks or copyrighted material, and you agree not to do so without FSI’s express written consent. FSI reserves the right, at any time, for any reason not prohibited by law, to deny permission to anyone to link a website from or to the Site.
17. Applicable Law. These Terms and all terms and conditions included or incorporated by reference herein shall be governed by and interpreted in accordance with the laws of the [State of New York]. You hereby consent to the exclusive jurisdiction of the [Southern District of New York] or any [New York State Court] located in the [Borough of Manhattan, New York], in all disputes arising from or relating to these Terms or your access to or use of the Site. You hereby waive any objection to venue or inconvenient forum laid therein.
18. International Use. FSI makes no representation that materials on the Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Site from other locations are responsible for compliance with local laws.
19. Entire Agreement. These Terms (including the Privacy Policy), as modified from time to time, constitutes the entire agreement between you and FSI with respect to the subject matter hereof. These Terms replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof.
20. No Waiver of Rights. No failure of either party to enforce any of its rights under these Terms will act as a waiver of such rights.
21. Enforceability. If any portion of any provision of these Terms is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these Terms shall remain in full force and effect.
22. Headings. Headings used in these Terms are for convenience only and do not constitute part of these Terms.
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