Calmwater Asset Management LLC and its affiliates (“Calmwater Capital”) is utilizing a third-party platform and website for this purpose. References to this third party site or information or Content provided by third parties, are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the third party, its information, materials or services. We are not responsible for the practices or policies of such third parties and do not make any representations regarding third party materials or services.
By accessing or using this third-party Site (“the Site”), you hereby accept and agree to comply with these Terms and Conditions of Use. You acknowledge your understanding that these Terms and Conditions of Use constitute a binding agreement between you and Calmwater Capital that governs your access and use of the information provided on this Site, which includes any images, text, illustrations, designs, icons, photographs, programs, clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, “Content”), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Site.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE THESE TERMS AND CONDITIONS IN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HEREIN, DO NOT USE THE SITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS OF USE AND ALL OTHER AGREEMENTS IS A CONDITION TO YOUR RIGHT TO ACCESS THE SITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF USE OR OTHER AGREEMENTS WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITE AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SITE AFTER SUCH BREACH.
Limited Right to Use:
Calmwater Capital grants you a limited right to use the Site. Your right to use the Site is subject to your agreement to abide by these Terms and Conditions of Use in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason Calmwater Capital may revoke your right to use all or any portion of the Site.
Updates to the Site:
Calmwater Capital reserves the right to make changes to the Site and these Terms and Conditions of Use at any time without prior notice to you. For this reason, each time you use the Site, you should visit and review the then-current Terms and Conditions of Use that apply to your use of the Site.
Ownership of Materials on Site:
You may download or copy Content only to the extent such download is expressly permitted on the Site. No right, title or interest in any downloaded materials or software is transferred to you because of any such downloading or copying. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content on the Site. .
Unless otherwise noted, all Contents are copyrights, trademarks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by Calmwater Capital or by third parties who have licensed their materials to Calmwater Capital and are protected by U.S. and international copyright laws. The compilation of all Contents on the Site is the exclusive property of Calmwater Capital and is also protected by U.S. and international copyright laws.
No Offers or Reliance:
The information on this website is provided for informational purposes only. No Content or other material on the Site shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of Calmwater Capital or any other issuer. Offers can only be made where lawful under, and in compliance with, applicable law.
Calmwater Capital makes no representations that transactions, products, or services discussed on the Site are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access the Site do so at their own initiative and are responsible for compliance with local laws or regulations.
Calmwater Capital is not utilizing the Site to provide investment or other advice, and no information or material at the Site is to be deemed a recommendation to buy or sell any securities or is to be relied upon for the purpose of making or communicating investment or other decisions. In addition, no information, Content, or other materials contained on the Site should be construed or relied upon as investment, legal, accounting, tax, or other professional advice or in connection with any offer or sale of securities. Any transactions listed on the Site are included as representative transactions and are not necessarily reflective of overall performance.
No Warranty; Limitation on Liability:
BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE SITE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. NEITHER CALMWATER CAPITAL NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, “ASSOCIATES”) WARRANT THAT USE OF THE SITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER CALMWATER CAPITAL NOR ITS AFFILIATES WARRANT THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY OR TIMELINESS OF THE CONTENT PROVIDED IN THE SITE OR THE MATERIALS OR SERVICES OFFERED IN THE SITE NOW OR IN THE FUTURE. CALMWATER CAPITAL AND ITS AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE SITE, INFORMATION ON THE SITE OR THE RESULTS OBTAINED FROM USE OF THE SITE OR RELATED SERVICES.
UNDER NO CIRCUMSTANCES WILL CALMWATER CAPITAL OR ITS AFFILIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE SITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF CALMWATER CAPITAL OR ITS AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Any Content downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort, or any other claim, even if an authorized representative of Calmwater Capital has been advised of or should have knowledge of the possibility of such damages.
Termination of Use:
These Terms and Conditions of Use are effective unless and until terminated by either you or Calmwater Capital. You may terminate these Terms and Conditions of Use at any time, if you discontinue any further use of the Site. We also may terminate these Terms and Conditions of Use, in our sole discretion, at any time and may do so immediately without notice, and accordingly deny you access to the Site.
As a condition of your use of the Site, you agree to indemnify and hold Calmwater Capital and its affiliates harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorney’s fees), as incurred, arising from your use of the Site or related services or from your violation of these Terms and Conditions of Use.
Representations and Warranties:
You represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms and Conditions of Use; (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms and Conditions of Use; and (iii) you will not delete any Content.
Effect on Other Agreements:
Nothing contained in these Terms and Conditions of Use is intended to modify or amend any other written agreement you may have with Calmwater Capital (including without limitation any customer agreement, participation agreement or account agreement) (“Other Agreements”) if any, that may currently be in effect. In the event of any inconsistency between these Terms and Conditions of Use and any Other Agreements, the Other Agreements will govern. The Content within the Site contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms and Conditions of Use. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for the relevant Content.
Headings used in these Terms and Conditions of Use are for reference purposes only and in no way define or limit the scope of the section. These Terms and Conditions of Use are governed by the laws of the state of California (except for conflict of law provisions). Any claim related to any dispute arising because of the Site or under these Terms and Conditions of Use will be made before a court of competent jurisdiction located in California. If any provision of these Terms and Conditions of Use is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. The failure of Calmwater Capital to act with respect to a breach of these Terms and Conditions of Use by you or others does not constitute a waiver and will not limit Calmwater Capital’s rights with respect to such breach or any subsequent breaches.
By using the Site, you agree that Calmwater Capital, at its sole discretion, may require you to submit any disputes arising from the use of the Site, related services or these Terms and Conditions of Use concerning or, 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 of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section.