TERMS OF USE

 

THIS AGREEMENT GOVERNS YOUR USE OF the website located at eastriverpartners.com.

 (THE “SITE”) AND ALL CONTENT AND SERVICES AVAILABLE VIA THE SITE.  IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE SITE.

 

Acceptance of Terms of Use.  These Terms of Use (“Agreement”) state the terms and conditions under which you may use the Site and all Content (as defined below) and services available therein.  Please read this Agreement carefully.  The Site contains various information in the form of data, text, graphics, news, reports and other materials relating to East River Partners LLC (“ERP”, “we”, “us” or “our”) (collectively, the “Content”).  By accessing, browsing and/or using the Site you acknowledge that you have read, understood and agree to be legally bound by this Agreement.  We reserve the right to amend this Agreement at any time and from time to time.  If you use the Site after the amended Agreement has been posted, you will be deemed to have agreed to the amended Agreement.

 

Use Restrictions.  You are expressly prohibited from (i) using any robot, spider, other automatic device or manual process to monitor, “mine” or copy the web pages on the Site, (ii) using any device, software or routine to interfere or attempt to interfere with the proper working of the Site, and (iii) taking any action that imposes an unreasonable or disproportionately large load on our infrastructure.

 

You may view, download and print information and materials on this Site for personal and internal business use, provided that all hard copies contain all copyright and other applicable notices.  You may not reproduce, modify, copy, alter in any way, distribute, sell, resell, transmit, transfer, license, assign or publish any information obtained from this Site.  You may not use this Site at any time for any purpose that is unlawful or prohibited, and you shall comply with all applicable local, state, federal or international laws or regulations when using this Site.

 

Intellectual Property Rights in the Site.  You acknowledge that the Site and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media and technologies existing now and hereinafter developed.  You also acknowledge that the Content is and shall remain the property of ERP or ERP’s licensors.  You shall comply with all intellectual property laws, and you shall not encumber any interest in, or assert any rights to, the Content.  You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part.

 

“East River Partners,” “ERP,” and all other trademarks, logos and services marks displayed on the Site are trademarks belonging to us, our affiliated entities, or our licensors (collectively the “Trademarks”).  Nothing on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademarks displayed on the Site, without our prior written permission in each instance.  All goodwill generated from the use of the Trademarks will inure to our benefit, our affiliated entities or our licensors, as the case may be.

 

Linking and Framing.  We prohibit the use of any links to the Site from any other websites unless establishment of such a link is approved in advance by us in writing.  You may not frame any elements of the Site with any other website.  The Site may periodically provide links to third-party websites.  This Agreement governs only the Site and not any such third-party websites.  Our decision to link to a third-party website is not an endorsement of the content or services in that linked third-party website.  If you decide to access linked third-party websites, you do so at your own risk.  You should direct any concerns regarding any third-party websites to the administrator of the applicable third-party website.

 

No Responsibility for Connectivity.  You are responsible for the means you use to access the Site and all costs associated therewith.  We are not responsible for the performance of your hardware, software, the Internet, your Internet service provider and other third parties involved in connecting you to the Site.

 

Disclaimer of Warranty.  THE SITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITE OR ITS CONTENT.  WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SITE, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE IS ASSUMED SOLELY BY YOU.  WE DO NOT MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES AND WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE SITE AND ITS CONTENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.  YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE.  NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS PARAGRAPH OR ELSEWHERE IN THIS AGREEMENT SHALL CONSTITUTE A WAIVER BY YOU OF ANY OF YOUR LEGAL RIGHTS UNDER APPLICABLE U.S. FEDERAL SECURITIES LAWS OR ANY OTHER LAWS WHOSE APPLICABILITY IS NOT PERMITTED TO BE CONTRACTUALLY WAIVED.

 

Limitation of Liability.  UNDER NO CIRCUMSTANCES WILL WE, OR ANY OF OUR AFFILIATED ENTITIES, SUBSIDIARIES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “ERP PARTIES”), BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH THE SITE.  IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF THE SITE AND THE CONTENT OBTAINED THROUGH THE SITE.  IN NO EVENT SHALL ANY OF THE ERP PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITE OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY.  NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS PARAGRAPH OR ELSEWHERE IN THIS AGREEMENT SHALL CONSTITUTE A WAIVER BY YOU OF ANY OF YOUR LEGAL RIGHTS UNDER APPLICABLE U.S. FEDERAL SECURITIES LAWS OR ANY OTHER LAWS WHOSE APPLICABILITY IS NOT PERMITTED TO BE CONTRACTUALLY WAIVED.

 

No Offers or Reliance; No Investment or Financial Advice.  ERP is not currently registered with the U.S. Securities and Exchange Commission as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended, or under the laws of any state, but may register in the future if required by law or if such registration is otherwise deemed advisable by ERP in its sole and absolute discretion.  ERP may transact business only in those states in which it becomes registered, or qualifies for an exemption or exclusion from registration requirements.  Consequently, this Site contains information about investment products and services that are not intended for or available to certain investors in certain jurisdictions.

 

Users of the Site should note that no information on the Site should be construed as investment or financial advice.  The Site is limited to the dissemination of general information pertaining to ERP’s advisory services, together with access to additional investment-related information, publications and links.  Accordingly, the publication of the Site on the Internet should not be construed by any consumer and/or prospective client/investor as ERP’s solicitation to effect, or attempt to effect, transactions in securities, or the rendering of personalized investment advice for compensation, over the Internet.  Any subsequent, direct communication by ERP with a prospective client/investor shall be conducted by a representative that is either registered or qualifies for an exemption or exclusion from registration in the state where the prospective client/investor resides.

 

ERP is neither an attorney nor an accountant, and no portion of the Site or its Content should be interpreted as legal, accounting or tax advice.  To the extent that past performance is available through the Site, past performance is not indicative of future results, and no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

 

No Content available through 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 any of our affiliated entities.  Offers can be made only where lawful under, and in compliance with, applicable law.

 

Please remember that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy (including those undertaken or recommended by ERP), will be profitable or equal any historical performance level(s).

 

Investments discussed on the Site, if any, may not be suitable for all investors.  Investors should make their own investment decisions based upon their own financial objectives and financial resources, and should obtain independent investment and tax advice before deciding to invest.

 

No Inside Information; No Guaranteed Results.  ERP obtains information from a wide variety of publicly-available sources.  ERP does not have, nor does it claim to have, sources of inside or private information.  The recommendations developed by ERP in connection with its services are based upon the professional judgment of ERP, and ERP cannot and does not guarantee the results of any recommendations.

 

Forward-Looking Statements.  The Site contains certain “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “potential” and other similar terms.  Examples of forward-looking statements include, without limitation, estimates with respect to financial condition, results of operations and the success or lack of success of ERP’s investment process or strategy.  All are subject to various factors, including, without limitation, general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors affecting ERP’s operations that could cause actual results to differ materially from projected results.

 

Rankings and Rating Services.  Rankings and/or recognition by unaffiliated rating services and/or publications should not be construed by a client/investor or prospective client/investor as a guarantee that he/she will experience a certain level of results if ERP is engaged, or continues to be engaged, to provide investment advisory services, nor should it be construed as a current or past endorsement of ERP by any of its clients/investors.  Rankings published by magazines, and others, generally base their selections exclusively on information prepared and/or submitted by the recognized adviser.  Moreover, with regard to all performance information contained on the Site, directly or indirectly, if any, users should note that past results are not indicative of future results.

 

Termination.  We reserve the right, in our sole discretion, to restrict, suspend or terminate this Agreement and your access to all or any part of the Site, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend or discontinue all or any part of the Site at any time without prior notice or liability.

 

Electronic Communications and Contracting.  By assenting to this Agreement, you agree that a printed version of this Agreement and all other agreements entered into by you on the Site in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

Sign-In Name and Password Policy.  Certain areas of the Site may require you to register prior to being granted access.  During the registration process, we will assign to you a unique user name (“Username”) and a password (“Password”).  Each Username and Password can be used by only one user.  You are solely responsible for the confidentiality and use of your Username and Password, as well as for any use, misuse or communications entered through the Site using your Username and Password.  You shall notify us immediately if you become aware of any loss, theft or unauthorized use of your Username and Password, and we reserve the right to delete or change one or both of them at any time and for any reason.

 

Electronic Delivery.  We may deliver electronically account statements, offering and organizational documents, notices (including privacy notices), letters to clients/investors, audited and unaudited financial statements including annual audited financial statements, regulatory communications and other information, documents, data and records related to a client’s/investor’s investment or a potential client’s/investor’s potential investment (collectively “Account Communications”).  Electronic communications typically entail e-mail delivery or postings in password-protected areas of the Site.  We use the e-mail address provided to us by the client/investor.  If a client’s/investor’s e-mail address previously provided to us changes, the client/investor must affirmatively notify us in writing of the change.  A client/investor may revoke or restrict the client’s/investor’s consent to electronic delivery of Account Communications at any time by notifying us, in writing, of the client’s/investor’s intention to do so.  Unless otherwise notified, we may continue to provide Account Communications electronically.  We are not liable for any interception by any third party of Account Communications.  In addition, although we do not charge additional amounts for electronic delivery, clients/investors may incur charges from their Internet service provider or other third parties in connection with the delivery and receipt of Account Communications delivered electronically.  There are also risks associated with electronic delivery of Account Communications, including the risk of system outages or interruptions, which risks may, among other things, inhibit or delay the client’s/investor’s receipt of Account Communications.

 

Indemnification.  You agree to defend, indemnify, and hold harmless the ERP Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement and/or your access to, use, or misuse of the Site.

 

Miscellaneous.  In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect.  The sections of this Agreement entitled Intellectual Property Rights in the Site, Disclaimer of Warranty, Limitation of Liability, Indemnification and Miscellaneous shall survive the termination of this Agreement.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, except with regard to its conflicts or choice of law rules.  You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York; and (ii) that the Site shall be deemed passive and does not give rise to personal jurisdiction over ERP, either specific or general, in jurisdictions other than New York.  YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.  This Agreement contains the entire agreement between ERP and you concerning the Site and supersedes all existing agreements and all other oral, written or other communication between ERP and you concerning the Site.  You shall comply with all laws, rules and regulations that are now or hereinafter promulgated by any government authority or agency that govern or apply to the operation and use of the Site.  Without limiting the generality of the foregoing, you shall comply with such restrictions and not export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States.  You are prohibited from any use of the Site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national, or international law or regulation.  All rights not expressly granted herein are reserved by us.