AGREEMENT TO TERMS OF USE
Please read the following terms and conditions ("Terms of Use") before using the Capstone Investment Advisors, LLC (the "Firm") implementation of the Backstop Portal (the "Portal"). Your access to and use of the Portal is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and the Firm. The Portal is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Portal is not available to persons under age 18. By accessing and using the Portal, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Portal immediately.
PERSONAL AND NON-COMMERCIAL USE LIMITATION
The Portal is for your personal and non-commercial use. The Firm grants you a non-exclusive, non-transferable and limited personal license to access and use the Portal, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Portal. You may not link other websites to the Portal without the Firm's prior written permission. You may print one hard copy of the information and download one temporary copy of the information into one single computer's memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact. You may not allow others to use your user name or password to access or use any part of the Portal. If your password has been compromised for any reason, you should contact the Firm immediately for a new password. If you provide your password to any third party, you will be solely responsible for any actions taken by such third party using your password. All information on the non-public (i.e., password-restricted) areas of the Portal is confidential and private and you may not disclose or distribute such information to any other person for any purpose and is made available solely for your personal use in connection with your investment activities.
You are prohibited from using the Portal to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Portal for any purpose without the prior written permission of the Firm. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Portal or any activities conducted on the Portal, or bypass any measures that we may use to prevent or restrict access to the Portal. Any rights not expressly granted herein are reserved.
CONFIDENTIALITY
The information contained within the Portal contains Confidential Information and is intended for the authorized recipient only. Confidential Information is any information, regardless of format, that is confidential, proprietary or not generally known to the public and any derivative material that contains or is based on, in whole or part, such information. For the avoidance of doubt, Confidential Information will include information concerning the Firm and the investment funds (collectively, the “Funds”) managed by the Firm or its affiliates including, without limitation information regarding employees, management company, financial results, operations, structure and performance of the Firm and the Funds, information concerning the securities and assets in which the Funds invests or may invest an information concerning companies, projects and other transactions in which the Funds or the Firm may participate, financial projections of the Firm and any other information furnished, disclosed or otherwise communicated to the Recipient by the Firm. The Recipient agrees for itself and its employees, directors, officers, advisors, accountants, attorneys, and agents (“Representatives”) to (i) hold the Confidential Information in strict confidence, (ii) not use the Confidential Information for any purpose other than the purposes permitted in these Terms of Use (iii) limit access to the Confidential Information to authorized recipients only and (iv) protect the Confidential Information with not less than the standard of care with which the Recipient treats its own confidential information, and in no event less than reasonable care. The Recipient agrees to be responsible for the compliance by its Representatives with this Agreement. Recipient acknowledges and agrees that the Confidential Information is the Firm’s sole and exclusive property and that Recipient does not have any right of use or right to disclose Confidential Information. Nothing contained herein grants Recipient any right, by license or otherwise, copyright or intellectual property rights with respect to any Confidential Information.
NO SECURITIES OFFERING OR INVESTMENT ADVICE
The information on the Portal is intended to enable investors to understand the nature of the Firm's financial advisory services. It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The information in the Portal should not be construed as the Firm's endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving any information found on the Portal, and the Firm urges you to make sure that you understand these risks before relying on, using or retrieving any information on the Portal. You should evaluate the information made available through the Portal, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information.
The Firm's services are designed to integrate with the services provided by its clients' other financial, legal, and tax advisers, not to replace their services. The Firm advises its clients from time to time on non-investment related matters, but clients must rely on their other professional advisers for final approval and/or implementation of non-investment matters.
You acknowledge that any of your requests for information are unsolicited and any information shall neither constitute nor be construed as investment advice from the Firm to you or to form an investment advisory relationship, or any other client relationship between you and the Firm or any of its affiliates or employees. The Firm strongly recommends that you seek outside advice from a qualified securities professional. The Firm does not guarantee the suitability or potential value of any particular investment or information source. The Firm may invest or otherwise hold an interest in companies or securities that may be discussed on the Portal.
PAST PERFORMANCE IS NOT COMPARABLE
The performance data presented on the Portal reflect the reinvestment of dividends and other earnings, and net figures reflect the deduction of expenses, management fees and incentive fees and allocations. Please refer to the disclaimers and disclosures contained within a specific document when reviewing the information presented therein. Investors should view their monthly capital account statements for performance information pertaining to their specific investment.
The Firm believes that the performance shown on the Portal was generated with an investment philosophy and methodology in accordance with that described in the Funds' respective offering documents. Future investments will be made under different economic conditions and in different securities and may be made using different investment strategies than were used during the times shown in the materials presented on the Portal. Furthermore, the performance shown in the materials presented on the Portal reflects investment of limited funds for a limited period of time and does not reflect performance in different economic or market cycles. You should not assume that any fund that the Firm advises will experience returns, if any, comparable to those shown in the materials presented on the Portal. Past performance does not indicate future returns. Certain performance results have not been compiled, reviewed or audited by an independent accountant. Results for the current year are based on the internal books and records of each Fund and are subject to adjustment when that Fund's financial statements for the current year are audited.
The Firm believes that comparing each Fund's performance to any single market index or other benchmark is or may be inappropriate. The presented indices and benchmarks are provided for comparative purposes, but only as examples of general market performance. Unlike the presented indices and benchmarks, each Fund's portfolio may contain options (including covered and uncovered puts and calls) and other derivative securities, futures and other commodity interests and currencies, and may include short sales of securities, margin trading, securities of smaller capitalization companies and types of securities that are different than those reflected in the presented indices and benchmarks, and is not as diversified as the presented indices and benchmarks. Due to the differences between the composition of a Fund's portfolio and the presented indices and benchmarks, the Firm cautions potential investors that no such index or other benchmark is directly comparable to any Fund.
TRUTHFUL INFORMATION
As a condition to your use of the Portal, you represent and warrant to, and agree with, the Firm that, all of the information that you provide shall be truthful, accurate and complete.
DISCLAIMERS AND LIMITATION OF LIABILITY
THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS PORTAL MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.
IMPROVEMENTS AND/OR CHANGES MAY BE MADE IN THE CONTENT AND OPERATION OF THE PORTAL AT ANY TIME WITHOUT NOTICE. THE PORTAL MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.
THERE ARE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS PORTAL FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE FIRM AND/OR ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
YOUR USE OF THE PORTAL IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL THE FIRM AND/OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS PORTAL OR WITH THE DELAY OR INABILITY TO USE THIS PORTAL, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS PORTAL, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE FIRM OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FIRM AND ITS AFFILIATES CREATING OR TRANSMITTING THE INFORMATION ON THE PORTAL SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE PORTAL.
OWNERSHIP OF CONTENT
The Portal and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software ("Content"), are the property of the Firm and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Portal are proprietary to Capstone, including all registered and unregistered trademarks and service marks of the Firm. If the Portal includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by the Firm or any third party, without the Firm's express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of the Firm's copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of the Firm.
PRIVACY
To the extent that the Firm collects any information from users of the Portal, the collection and use of such information is governed by the Firm's Privacy Notice, which is available on the Portal and upon request. You should read the Privacy Notice in its entirety before providing any information to the Firm.
NO UNLAWFUL OR PROHIBITED USE
As a condition to your use of the Portal, you represent and warrant to, and agree with, the Firm that you will not use the Portal for any purpose that is unlawful or prohibited by these Terms of Use.
REFERENCES TO PUBLICATIONS AND OTHER COMPANIES
References to any publication or any other company in the Portal are for reference and informational purposes only and are not intended to suggest any of such companies endorse, recommend or approve of the services, analysis or recommendations of the Firm or that the Firm endorses, recommends or approves the services or products of such companies. News stories reflect only the author's opinion and not necessarily that of the Firm.
LINKS TO THIRD PARTY WEBSITES
The Portal may contain hyperlinks to websites operated by parties other than the Firm, which the Firm may not have been screened or reviewed and which may contain inaccurate, inappropriate or offensive material, products or services. The Firm does not control such websites, and the Firm assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. The Firm's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
MODIFICATION AND MONITORING OF WEBSITE
The Firm may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If you use the Portal after we post changes to these Terms of Use, you accept the changed Terms of Use. The Firm expressly reserves the right to monitor any and all use of the Portal.
TERMINATION AND CANCELLATION
The Firm may modify or terminate the Portal and terminate your access to the Portal, without notice at any time and for any reason.
INDEMNITY
You agree, at your own expense, to indemnify, defend and hold harmless the Firm, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Notice, your use of the Portal or any product or service related thereto, or any of your other acts or omissions.
JURISDICTIONAL ISSUES AND APPLICABLE LAW
Software from the Portal is further subject to United States export controls. Software from the Portal may not be downloaded or otherwise exported or re-exported outside the United States.
These Terms of Use are governed by the laws of the New York, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City and county of New York, New York which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Portal or any product or service related thereto. Use of the Portal is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
GENERAL
You agree that no joint venture, partnership, employment or agency relationship exists between you and the Firm as a result of these Terms of Use or use of the Portal.
The Firm's performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of the Firm's right to comply with law enforcement requests or requirements relating to your use of the Portal or information provided to or gathered by the Firm with respect to such use.
If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.
By reviewing or using the information on the Portal after accessing the Portal, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Portal in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the Firm may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
These Terms of Use constitute the entire agreement between you and the Firm with respect to the Portal and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Firm with respect to the Portal.
You agree to be bound by any agreement or consent you transmit to or through the Portal via any media or electronic device, including internet, telephone and wireless devices.