Indaba reserves the right to, and may at any time, discontinue the Site or change, add, or remove the terms and conditions governing your access to and use of the Site. Any modifications to the terms and conditions governing your access to and use of the Site will be effective immediately upon posting unless we indicate otherwise. You are bound by any such modifications and should therefore review the then current User Agreement periodically for changes. You may contact Indaba with questions about the terms and conditions of this User Agreement.
PLEASE READ THE TERMS AND CONDITIONS OF THIS USER AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. YOUR ACCESS AND USE OF THE SITE ARE EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE USER AGREEMENT AND, EACH TIME YOU ACCESS OR USE THE SITE, YOUR ACCESS OR USE INDICATES YOUR FULL, UNCONDITIONAL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS USER AGREEMENT IN ITS THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS USER AGREEMENT, DO NOT ACCESS OR USE THE SITE.
Representations and Warranties
By accessing and using the Site, you represent and warrant to Indaba that (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement; (ii) you have not and will not enter into any agreement or perform any act which might contravene the purpose and/or effects of this User Agreement; and (iii) you will not delete or otherwise alter any Content.
Ownership; Restrictions on Use
The Site and all Content contained within the Site are the property of Indaba and are protected by copyright, trademark, and other laws. Except as provided herein, Indaba reserves all rights with respect to copyright, service mark, and trademark ownership of all Content contained within the Site, and will enforce such rights to the full extent of the law. No act of downloading or otherwise copying from the Site will transfer title to any software or Content contained within the Site to you. Anything that you transmit to the Site becomes the property of Indaba, may be used by Indaba for any lawful purpose, and is further subject to disclosure as deemed appropriate by Indaba, including to any legal or regulatory authority to which Indaba is subject.
Indaba grants you a limited right to use of the Site, and you agree to use the Site solely for your own private, noncommercial, informational purposes, and to print pages from the Site only in connection with that 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.
You may not modify, distribute, transmit, reproduce, publish, license, broadcast, retransmit, repackage, commercially exploit, create any derivative of, or otherwise redistribute all or any portion of the Site or the Content contained within the Site except as explicitly permitted in this User Agreement or with Indaba’s written permission. You are prohibited from removing any copyright, trademark, or other proprietary notice or legend contained on (or printed from) the Site or on any printed pages. In addition, you are not permitted to decompose, decompile, reverse engineer, disassemble, or otherwise deconstruct all or any portion of the Site.
Your right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms, or conditions that govern all or any portion of the Site set forth in the Site. We may refuse or revoke your right to access or use all or any portion of the Site at any time and for any reason in our sole discretion without prior notice.
The Site is not intended for distribution to or use by any person in any jurisdiction or country where such distribution to or use would be contrary to local law or regulation. Indaba makes no warranties that the Content of the Site is applicable, appropriate, or available for use in such locations. If it is illegal or prohibited in your jurisdiction or country to access or use the Site, then you should not do so. Those who choose to access the Site do so on their own initiative and are responsible for compliance with all applicable local laws and regulations.
Informational Purposes Only
The Site is intended to provide an overview of Indaba, and the information provided on the Site is for general informational purposes only. 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. We do not give any advice or make any representations through the Site as to whether any security or investment is suitable for you or will be profitable. You should consult with your own financial, tax, and/or legal advisors regarding your individual circumstances and needs.
NOTHING ON THE SITE CONSTITUTES AN OFFER TO SELL, OR THE SOLICITATION OF ANY OFFER TO BUY, ANY ADVISORY SERVICES, ANY SECURITY, ANY OTHER INSTRUMENT, OR ANY INTEREST IN AN INVESTMENT VEHICLE WHETHER OR NOT MANAGED OR ADVISED BY INDABA. ALTHOUGH THE SITE MAY INCLUDE INVESTMENT-RELATED INFORMATION, NOTHING ON THE SITE IS A RECOMMENDATION THAT YOU PURCHASE, SELL, OR HOLD ANY SECURITY, INSTRUMENT, OR OTHER INVESTMENT, OR THAT YOU PURSUE ANY INVESTMENT STYLE OR STRATEGY. ANY OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, A SECURITY ISSUED BY, OR AN INTEREST IN, AN INVESTMENT VEHICLE MANAGED OR ADVISED BY INDABA SHALL BE MADE (I) ONLY PURSUANT TO THE OFFERING DOCUMENTS OF SUCH INVESTMENT VEHICLE, WHICH DESCRIBE RISKS RELATED TO AN INVESTMENT IN SUCH VEHICLE AS WELL AS OTHER IMPORTANT INFORMATION ABOUT THE VEHICLE AND ITS SPONSOR; (II) ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE LAWFUL; AND (III) ONLY TO INVESTORS THAT MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS THAT ARE DETERMINED FROM TIME TO TIME BY INDABA IN ITS SOLE DISCRETION. THE INFORMATION CONTAINED IN THE SITE IS QUALIFIED IN ITS ENTIRETY BY ALL OF THE INFORMATION SET FORTH IN THE OFFERING DOCUMENTS OF ANY INVESTMENT VEHICLE MANAGED OR ADVISED BY INDABA, INCLUDING, BUT NOT LIMITED TO, ALL OF THE CAUTIONARY STATEMENTS THEREIN WHICH DESCRIBE CERTAIN RISKS. THE SITE DOES NOT CONSTITUTE A PART OF ANY OFFERING DOCUMENTS FOR ANY INVESTMENT VEHICLE.
Any estimates, projections, predictions, or statements relating to Indaba’s investment strategy on the Site are intended to be forward-looking statements. Although Indaba believes that the expectations in such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such estimates are subject to actual known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected. Indaba expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained in the Site to reflect any change in its expectations or any change in circumstances upon which such statement is based. Indaba advises all users of the Site that there is a possibility of loss on all investments and investor principal is not guaranteed. The past performance of any investment, investment strategy, or investment style is not indicative of future performance and no performance information provided on the Site, if any, should be used in making investment decisions.
Certain Risks you Assume by Using the Site
Information on the Site speaks only as of the date indicated or, if no date is indicated, March 2012. While we make reasonable efforts to provide accurate and up to date Content, at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated, or otherwise inappropriate.
We may change all or any portion of the Site at any time for any reason without notice to you.
You agree that Indaba is not responsible or liable for any action that you take or decision you make in reliance on any Content.
Third Party Websites
Indaba is not responsible for information on any third party website that is referred to in, or accessible or connected by hyperlink from, the Site. No representations or guarantees, express or implied, are made by Indaba regarding the reliability, accuracy, or completeness of any of the information provided on any website that is referred to in, or accessible or connected by hyperlink from, the Site and Indaba will not be liable for any damages, including loss of profits, which may result from reliance on such information. Indaba does not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party or available on any website that is referred to in, or accessible or connected by hyperlink from, the Site. If you access any third party website through the Site or otherwise, you do so at your own risk. Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by, or affiliation with us. We encourage you to review the privacy policies and user agreements of all other websites that you visit as such policies and agreements will govern your use of those websites.
Monitoring the Site
Indaba has the right, but not the obligation, to monitor and record activity on the Site for any reason or for no reason and to respond as it deems appropriate. We may investigate any complaint or reported violation of our policies and (i) we may report any activity that we suspect may violate any law or regulation to the proper authorities, regulators, or other appropriate persons or (ii) take any other action, including suspending or terminating the violator’s use of the Site, in each case, as we deem appropriate.
Disclaimer of Warranties
INDABA DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM. YOU ACKNOWLEDGE THAT WE PROVIDE THE CONTENTS OF THE SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND. WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY OF ANY KIND WITH RESPECT TO THE SITE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, SECURITY, FREEDOM FROM COMPUTER VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, OR NON-INTERRUPTION OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT. YOUR USE OF THE SITE, AND USE OR RELIANCE UPON ANY OF THE INFORMATION ON IT, IS SOLELY AT YOUR OWN RISK.
Disclaimer of Technological Problems
All or any portion of the Site may not be available or not function properly at any time. Indaba makes reasonable efforts to avoid technological problems, but at any time the Site may have and may cause technological problems such as computer viruses and other harmful components. We take reasonable security precautions when using the Internet, email, or other means of electronic communications, but we disclaim liability for any interception of data or communications by third parties. Accordingly, transmissions to and from the Site or any email address provided on the Site may not be secure and you acknowledge that you are aware that by using the Site and/or any email address provided on the Site you may be subject to security and privacy exploitations, including eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards. Communications to Indaba, particularly those containing confidential information, may be sent by mail to: Indaba Capital Management, L.P., One Letterman Drive, Building D, Suite DM700, San Francisco, CA 94129, attn: Chief Compliance Officer. While we take reasonable efforts to ensure that the Site is secure, we do not guarantee the security of the Site. We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site, nor are we liable for any defects, delays, or errors in, or resulting from, your use of the Site.
INDABA’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW AND IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES, LIABILITY, OR INJURY THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES SHALL INDABA NOR ANY OF OUR AGENTS, MEMBERS, OR EMPLOYEES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES, LIABILITIES OR INJURY, INCLUDING, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS OR LOSSES, HOWEVER CAUSED, ARISING OUT OF YOUR USE OF (OR INABILITY TO USE) THE SITE OR THIS USER AGREEMENT. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES, LIABILITIES, OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DELETION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE FAILURE, OTHER COMPUTER MALFUNCTION, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS. WITHOUT LIMITING THE FOREGOING, UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF INDABA, ITS AGENTS, MEMBERS, AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE IS $100.
In exchange for using the Site, you agree to indemnify, defend, and hold harmless Indaba, our agents, members, and employees from and against any and all suits, claims, losses, demands, liabilities, damages, costs, and expenses (including, but not limited to, attorneys’ fees) that arise from or relate to (i) your use of the Site; (ii) your violation or breach of this User Agreement or any representation, warranty, or covenant made by you in this User Agreement; (iii) your violation of any applicable law, statute, ordinance, regulation, or any third party’s rights; (iv) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants, or other provisions contained in this User Agreement; or (v) any decisions that you make based on the Content of the Site.
Notwithstanding the foregoing, nothing contained in preceding paragraphs or elsewhere in this User 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.
YOU AGREE THAT YOUR USE OF AND ANY DISPUTES RELATING TO THE SITE OR THIS USER AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CHOICE OF LAW RULES OR PRINCIPLES. ANY DISPUTE ARISING HEREUNDER SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA AND IT IS AGREED THAT SUCH COURTS SHALL HAVE JURISDICTION OVER THE PARTIES TO THIS USER AGREEMENT AND ANY DISPUTE ARISING HEREUNDER.
If any provision of this User Agreement is deemed unlawful, void, invalid, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permitted and will otherwise be severable from this User Agreement and will not affect the validity and enforceability of the remaining provisions.
This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Indaba concerning the subject matter hereof.