By accessing or using this Hudson Structured Capital Management, L.P. (“HSCM“) web site (the “Site“), you hereby accept and agree to comply with the terms and conditions set forth in these Terms of Service. These Terms of Service constitute a binding agreement between you and HSCM, and governs your access to and use of the Site, which includes any text, graphics, user interfaces, visual interfaces, information, data, tools, products, 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. Content does not include any information you submit through the Site, except for User IDs and Passwords provided by HSCM. You may contact HSCM by completing a form at “hscm.com/contact” with questions about the terms and conditions of these Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE EACH USE OF THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS OF SERVICE IN THEIR THEN-CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THESE TERMS OF SERVICE, YOU MAY NOT USE THE SITE.
1. HSCM 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 of Service 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 HSCM may revoke your right to use all or any portion of the Site without notice.
- You may not violate or attempt to violate the security of the Site. You may not use the Site in any manner that would interfere with any other party’s use of the Site.
2. The Site is owned by HSCM , its affiliates and/or third parties.
- The Site was developed, compiled, prepared, selected and arranged by HSCM and others through the application of methods and standards or judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property of HSCM and others.
- The Site is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by HSCM, its affiliates and/or third parties and you will, through use of the Site, gain no ownership rights in any such intellectual property or proprietary rights.
- You will make no use of trade names, trademarks or service marks of HSCM or other Content providers in any manner that creates the impression that you own or are licensed to make such use.
- You agree to respect and protect the proprietary rights of HSCM and its suppliers in the Site during and after the time you use the Site and shall promptly notify HSCM if you become aware of any infringement of these rights.
- You may not decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site.
- You may not publish, broadcast, retransmit, reproduce, repackage, scrape, frame, commercially exploit, create any derivative of or otherwise re-sell, license, transmit or redistribute all or any portion of the Site – including any text, graphic, audio, video, software code, or user interface design – except as explicitly permitted in these Terms of Service.
- You may print copies of any accessible portion of the Site only for your own personal use. You may discuss information that you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions; provided that such persons agree to keep such information confidential in accordance with the terms herein.
- You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.
- The restrictions in this Section 2 shall survive any termination of these Terms of Service.
3. You make certain representations and warranties regarding your use of the Site.
- You represent and warrant that you:
- have full authority and all rights necessary to enter into and fully perform all your obligations pursuant to these Terms of Service;
- 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 of Service;
- will not use the Site for any illegal purpose or in any manner inconsistent with these Terms of Service; and
- will not delete any Content.
4. All Content is for informational purposes only.
- Nothing on the Site is an offer or solicitation to buy or sell any security.
- Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy.
- HSCM does not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable.
- Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax or legal advice.
- If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs.
- THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE.
5. There are various risks you assume in relying on the Content.
- Dated Content speaks only as of the date indicated.
- HSCM makes reasonable efforts to provide accurate Content, but at times HSCM may not promptly update or correct the Site even if it is aware that it is inaccurate, outdated or otherwise inappropriate.
- HSCM may change all or any portion of the Site at any time without notice to you.
- HSCM does not endorse the opinions of, or warrant the accuracy of, facts or other Content contributed by, any third party.
- You agree that HSCM is not liable for any action you take or decision you make in reliance on any Content.
6. You must keep all Content and your password confidential.
- You may not disclose any Content to any third party, except to your financial, legal or tax advisors, and others with whom you share investment decisions; provided that such persons agree to keep such information confidential in accordance with the terms herein.
- You are solely responsible for the confidentiality and security of your password. You accept full responsibility for any use of your password. You must notify HSCM immediately of any actual or suspected loss, theft, or unauthorized use of your password, and you agree to cooperate with HSCM in any investigation. You also must implement corrective measures to protect your account from further fraudulent activity,
- HSCM is not obligated to inquire as to the authority or propriety of any use of or action taken under your password. HSCM will not be responsible for any loss, cost, expense, or other liability that arises from such use or action or from your failure to comply with these provisions.
- As an authorized user you accept full responsibility for the monitoring of your account, including frequently checking your account information, reviewing your transaction history online, and promptly reviewing any correspondence, account statements, and confirmations received from HSCM.
7. HSCM is not liable for any technological problems or any resulting impact.
- All or any portion of the Site may be unavailable or may function improperly at any time.
- HSCM makes 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.
- HSCM takes reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but disclaims liability for any interception of data or communications.
- HSCM makes reasonable efforts to ensure that the Site is secure, but does not guarantee the security of the Site.
- HSCM is not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.
- HSCM is not liable for any defects, delays or errors in or resulting from your use of the Site.
8. HSCM is not responsible for information on any third-party web site referenced in, accessible through or connected by hyperlink to or from the Site.
- If you access any third-party web site through the Site or otherwise, you do so at your own risk.
- Hyperlinks to or from the Site do not constitute or evidence our endorsement or sponsorship of or affiliation with any linked web site.
9. HSCM has the right but not the obligation to monitor and record activity on the Site and respond as it deems appropriate.
- HSCM may but undertakes no obligation to monitor and record activity on the Site for any reason or for no reason.
- HSCM may but undertakes no obligation to investigate any complaint or reported violation of its policies.
- HSCM may but undertakes no obligation to report any activity it suspects may violate any law or regulation to regulators, law enforcement officials or other persons or entities.
- HSCM may but undertakes no obligation to issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action it deems appropriate.
11. HSCM DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE TO THE EXTENT PERMITTED BY LAW.
- THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.”
- HSCM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF:
- FITNESS FOR A PARTICULAR PURPOSE, AND
- NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS.
- WITHOUT LIMITING THESE GENERAL DISCLAIMERS, HSCMSTRUCTURED DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT.
12. LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- IN NO EVENT WILL HSCM STRUCTURED OR ANY OF ITS AFFILIATES, SUBSIDIARIES, CONTENT PROVIDERS, PREDECESSORS, SUCCESSORS OR ASSIGNEES OR THEIR RESPECTIVE CONTROL PERSONS, AGENTS OR EMPLOYEES (THE “HSCM PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ARISING OUT OF THESE TERMS OF SERVICE, THE SITE OR ANY INABILITY TO ACCESS OR USE THE SITE.
- THE LIABILITY OF THE HSCM PARTIES IS LIMITED, EVEN IF ONE OR MORE OF SUCH PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE.
- NOTWITHSTANDING THESE DISCLAIMERS AND UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF THE HSCM PARTIES TO ANY USER OF THE SITE WITH RESPECT TO ANY CLAIM RELATED TO THE SITE IS $100.
- THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
13. You will be responsible for any liability to HSCM that arises out of your breach of these Terms of Service or your use of the Site.
- You agree to indemnify, defend and hold harmless the HSCM Parties and all Content third-party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) that arise from or relate to:
- your use of the Site,
- your breach of these Terms of Service or any representation, warranty or covenant made by you in these Terms of Service,
- your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights, or
- claims asserted by third parties which, if proven, would place you in breach of any representation, warranty, covenant or other provision contained in these Terms of Service.
14. YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND ANY HSCM PARTY.
- With respect to the resolution of any such controversy, you further acknowledge that:
- Arbitration is final and binding on the parties.
- The parties waive their right to seek remedies in court, including the right to a jury trial.
- Pre-arbitration discovery is generally more limited than and different from the discovery available in court proceedings.
- The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or seek modification of rulings by the arbitrators is strictly limited.
- Any arbitration under these Terms of Service shall be conducted in the State and County of New York before a panel of three (3) arbitrators pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, except to the extent such rules are modified by these Terms of Service. Arbitration will be initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate.
- No person shall bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
- the class certification is denied;
- the class is decertified; or
- the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under these Terms of Service except to the extent stated herein.
15. United States and New York law govern these Terms of Service.
- Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. All other issues shall be governed by the law of the State of New York, without regard to its choice of law rules, and shall inure to the benefit of HSCM’s successors and assigns.
16. You will be bound by revised versions of these Terms of Service that HSCM posts on the Site.
- Modifications to these Terms of Service will be effective immediately upon posting by HSCMunless such posting indicates otherwise.
- Your use of the Site indicates your full acceptance of these Terms of Service in their then-current form each time you use the Site.
17. You are bound by certain other general conditions.
- HSCM may assign these Terms of Service in whole or in part at any time without your consent. You may not assign these Terms of Service or delegate any of your obligations under this these Terms of Service. Any purported assignment of these Terms of Service in violation of its terms is void.
- If any provision of these Terms of Service is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these Terms of Service shall remain in full force and effect.
- These Terms of Service constitute the entire understanding, and supersedes all other understandings, between you and HSCM concerning the subject matter hereof.