Terms of Use

Terms of Use

Agreement to Terms of Use

By accessing this website and any materials presented herein (the “Site”), you accept in their entirety and without modification the following terms and conditions (“Terms of Use”) pertaining to the use of the Site. Chambers Point Capital, LP (“Chambers Point”) reserves the right to change the terms, conditions, and notices under which this Site is offered without notice at any time. You acknowledge and agree that Chambers Point may restrict, suspend or terminate the Terms of Use or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of the Terms of Use as determined in Chambers Point’s absolute discretion, and without prior notice or liability. Each use of the Site constitutes your agreement to be bound by the then-current terms and conditions set forth in these Terms of Use. The Terms of Use constitute a legal agreement between you and Chambers Point. The Site 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 Site is not available to minors (persons under the age of 18). If you do not agree with the Terms of Use, you should exit the Site immediately, and you are not granted permission to access or otherwise use this Site.

Personal and Non-commercial Use Limitation

Chambers Point grants you a limited, non-exclusive, and non-transferable license to access, display and otherwise use portions of the Site, conditioned on your continued compliance with these Terms of Use, solely for your own private, non-commercial, and informational purposes only. 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 Site. You may not link other websites to the Site without the prior written permission of Chambers Point. You may print one hardcopy 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 Site. If your password has been compromised for any reason, you must contact Chambers Point 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 Site is confidential and private and may not be disclosed or distributed by you 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 Site to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Site for any purpose without the prior written permission of Chambers Point. 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 Site or any activities conducted on the Site, or bypass any measures we may use to prevent or restrict access to the Site. Any rights not expressly granted herein are reserved.

No Solicitation; No advice

THIS SITE AND THE INFORMATION INCLUDED HEREIN IS FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY CHAMBERS POINT OR ANY OF ITS AFFILIATES OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY CHAMBERS POINT OR ITS AFFILIATES. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF ANY INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INDIVIDUALS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF AS DETERMINED FROM TIME TO TIME BY CHAMBERS POINT IN ITS SOLE AND ABSOLUTE DISCRETION.

The Site is not intended to provide and does not constitute any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as a recommendation, by Chambers Point, its affiliates or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. Further, the Site is not 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 Site should not be construed as any endorsement, recommendation or sponsorship of any company or security by Chambers Point. There are inherent risks in relying on, using or retrieving any information found on the Site, and you should understand these risks before relying on, using or retrieving any information on the Site. You should evaluate the information made available through the Site, and you should consult your own investment, legal, tax, and/or similar professionals, as appropriate, to evaluate any opinion, advice, product, service or other information regarding your specific situation and any specific decisions. You agree that Chambers Point is not liable for any action you take or decision you make in reliance on any information on the Site.

 

Chambers Point’s services are not designed to replace any financial, legal and/or tax services. Chambers Point advises from time to time on noninvestment related matters, but individuals must rely on their other professional advisers for final approval and/or implementation of non-investment matters.

 

You acknowledge that any requests for information are unsolicited and any information provided shall neither constitute nor be construed as investment advice by Chambers Point to you or constitute the formation of an investment advisory relationship, or any other client relationship. It is strongly recommended that you seek outside advice from a qualified securities or appropriate professional. Chambers Point does not guarantee the suitability or potential value of any particular investment or information source.

Materials to be Consulted in their Entirety

All materials at the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses, and any copyright or proprietary notices, including those contained in these Terms of Use. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

Truthful Information

As a condition to your use of the Site, you represent and warrant to Chambers Point, that all of the information that you provide is truthful, accurate and complete.

Disclaimers; No Warranty; Limitation of Liability

THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS WEBSITE 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 CHAMBERS POINT OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

 

CHAMBERS POINT, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, AGENTS AND EMPLOYEES AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.

 

CHAMBERS POINT, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, AGENTS AND EMPLOYEES AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, ABOUT THE SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION, MATERIALS, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CHAMBERS POINT AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED OR EXPRESS 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 SITE 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 CHAMBERS POINT, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION, MATERIALS, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CHAMBERS POINT OR ANY OF ITS SUPPLIERS HAS 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.

 

CHAMBERS POINT, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE SITE 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 SITE.

 

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of any Chambers Point party or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Ownership of Content

The Site and all of its content, including but not limited to all text, graphics, charts, audio, logos and other source-identifying symbols, designs, images, data compilations, icons, code and software (“Content”), are the property of Chambers Point 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 Site are proprietary to Chambers Point, including all registered and unregistered trademarks and service marks of Chambers Point. If the Site 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 Chambers Point, or any third party, without the express written permission of Chambers Point, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Chambers Point’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 Chambers Point. Except as specifically permitted, nothing contained in these Terms of Use or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce the Content. Chambers Point reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to copyright and trademark ownership of all material contained in the Site.

Privacy

Any data that you transmit to the Site (including without limitation personally-identifiable information) becomes the property of Chambers Point and may be used by Chambers Point for any lawful purpose without restriction, subject to the website’s privacy policy (the “Online Privacy Policy”). If Chambers Point collects any information from users of the Site, the collection and use of such information is governed by the Online Privacy Policy of Chambers Point, which you should read prior to providing any information to Chambers Point. Chambers Point reserves the right to change the Online Privacy Policy at any time and to apply such changes retroactively.

No Unlawful or Prohibited Use

As a condition to your use of the Site, you represent and warrant to, and agree with Chambers Point that you will not use the Site 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 Site are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis, or recommendations of Chambers Point or that Chambers Point endorses, recommends or approves the services or products of such companies. News stories reflect only the author’s opinion and not that of Chambers Point.

Links to Third Party Websites

The Site may contain hyperlinks to websites operated by parties other than Chambers Point, which may not have been screened or reviewed by Chambers Point and which may contain inaccurate, inappropriate or offensive material, products or services. Chambers Point does not control such websites, and Chambers Point assumes no responsibility or liability with regard to the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. Chambers Point’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. Chambers Point is not responsible for the privacy practices of such other websites.

Modification and Monitoring of Website; No Reliance

Chambers Point reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time without notice to you. Chambers Point suggests 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 Site after changes to these Terms of Use, you accept the changed Terms of Use. If the modified Terms of Use are not acceptable to you, your only remedy is to cease using the Site. Notwithstanding the preceding sentences of this paragraph, no revisions to these Terms of Use will apply to any dispute between you and Chambers Point that arose prior to the date of such revision. These Terms of Use may only be modified in writing as set forth in this paragraph, and may not be modified orally. Chambers Point expressly reserves the right to monitor any and all use of the Site.

While Chambers Point uses reasonable efforts to update the information contained in the Site, Chambers Point makes no representations or warranties as to the accuracy, reliability or completeness of any information at the Site. Any content of the Site is subject to change without notice. As noted in this Terms of Use, permission by Chambers Point to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice.

Termination and Cancellation

Chambers Point reserves the right to modify or terminate the Site and to terminate your access, including any password-restricted access to the Site, without giving notice at any time and for any reason.

Indemnity

You hereby agree, at your own expense, to indemnify, defend and hold harmless Chambers Point, its parents, subsidiaries and affiliates, and their officers, partners, directors, managers, members, employees, agents, investors, 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 by these parties in connection with any claim arising out of or in any way related to any breach by you of these Terms of Use, the Online Privacy Policy or any of the representations, warranties and covenants made by you herein, or in relation to your use of the Site or any product or service related thereto, or any of your other acts or omissions. You shall cooperate as fully as reasonably required or requested in the defense of any claim. Chambers Point reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Chambers Point.

Jurisdictional Issues and Applicable Law

Unless otherwise specified, Chambers Point controls and operates the Site from its offices within the State of New York, United States of America. Chambers Point does not claim that materials in the Site are appropriate or available for use in locations other than New York. If you choose to access the Site from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws. Software from the Site is further subject to United States export controls. Software from the Site may not be downloaded or otherwise exported or reexported outside the United States. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

 

These Terms of Use are governed by the internal laws of the State of New York, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of any federal or state court located in 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 Site or any product or service related thereto. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You hereby appoint the Secretary of State of the State of New York as your agent for service of process in any such proceeding.

General

You agree that no joint venture, partnership, employment or agency relationship exists between you and Chambers Point as a result of these Terms of Use or use of the Site.

 

Chambers Point’s performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of Chambers Point’s right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Chambers Point with respect to such use.

 

Unless otherwise specified or discussed within these Terms of Use, all statements on the Site are the beliefs and opinions of Chambers Point.

 

If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.

 

By reviewing or using the information on the Site after accessing the Site, 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 Site in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the same may be amended by Chambers Point online or otherwise from time to time. A printed version of these Terms of Use and 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 the user and Chambers Point with respect to the Site and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Chambers Point with respect to the Site.

 

You agree to be bound by any agreement or consent you transmit to or through the Site via any media or electronic device, including internet, telephone and wireless devices. You agree that when you click on any “I Agree” or “I Consent” or other similarly worded “button” or entry field with your mouse, keystroke or other device, your agreement shall be legally binding and enforceable and a legal equivalent of your handwritten signature.