AGREEMENT TO TERMS OF USE
Please read the following terms and conditions ("Terms of Use") before using the New Harbor Capital LLC (the "Firm") website (the "Website"). Your access to and use of the Website 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 and its respective Fund(s). The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law and are Limited Partners or authorized employees of Limited Partners in funds of the Firm. Without limiting the foregoing, the Website is not available to persons under age 18. Any former Limited Partner or employee of a former Limited Partner or a former employee of a Limited Partner is prohibited from accessing the Website. By accessing and using the Website, you accept, without qualification, these Terms of Use and certify that you are an authorized user of an existing Limited Partner. If you do not agree, please do not use or access the Website.
Confidentiality
I acknowledge that all of the information on this Website is strictly confidential, is furnished on a confidential basis for the sole and exclusive purpose of allowing a recipient to evaluate its investment in the limited partnership interests of the Firm, and is subject to the confidentiality requirements set forth in: (a) any private placement memorandum (the “Memorandum”) describing the Firm and Fund in which I am invested or considering a potential investment; (b) any limited partnership agreement of a Fund that I am invested; (c) any confidentiality agreement entered into between the Firm and me or the company that I represent (a “Confidentiality Agreement”); and/or (d) any confidentiality agreement between the Firm or a Fund and an underlying investment entity (“Underlying Confidentiality Agreements,” and collectively with the Memorandum and any Confidentiality Agreement, the “Confidentiality Documents.”) I understand that the Confidentiality Documents restrict my ability to use and share the Information, and undertake that I will not use the Information except in connection with my evaluation of my current or potential investment in the relevant Fund(s). Further, I will maintain the information on the website in strict confidence and will not reproduce, distribute or disclose any of the Information to others except (i) as expressly authorized by the Memorandum or other Confidentiality Documents, (ii) to any employee, agent or representative directly concerned with my investment in the Funds(s) who agrees to be bound by this paragraph or (iii) as otherwise expressly authorized by the Fund(s) in writing. I agree to be responsible for any disclosure of the information on the Website by such person or any of its employees, agents or representatives.
PERSONAL AND NON-COMMERCIAL USE LIMITATION
The Website 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 Website, conditioned on your continued compliance with these Terms of Use. You may not allow others to use your user name or password to access or use any part of the Website. If your password has been compromised for any reason, you should change it immediately, or contact the Firm if need assistance. 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 Website 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.
You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose. 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 Website or any activities conducted on the Website, or bypass any measures that we may use to prevent or restrict access to the Website. Any rights not expressly granted herein are reserved.
TRUTHFUL INFORMATION
As a condition to your use of the Website, 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
I understand that the Information on this website does not constitute an offer to sell or a solicitation of an offer to buy an interest in any security or other investment of the firm and no such interest will be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful under the securities law of such jurisdiction. I understand that it is my obligation to familiarize myself with the applicable securities laws of my jurisdiction.
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 THE FIRM OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.
THE FIRM 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. THE FIRM AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, 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. THE FIRM AND/OR ITS RESPECTIVE SUPPLIERS 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 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 THE FIRM AND/OR ITS SUPPLIERS 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 WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE FIRM 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.
THE FIRM 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.
OWNERSHIP OF CONTENT
The Website 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 Website are proprietary to the Firm, including all registered and unregistered trademarks and service marks of the Firm. If the Website 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 we collect any information from users of the Website, the collection and use of such information is governed by the Website Privacy Policy, which you should read before providing any information to the Firm.
NO UNLAWFUL OR PROHIBITED USE
As a condition to your use of the Website, you represent and warrant to, and agree with, the Firm that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use.
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. If you use the Website 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 Website.
TERMINATION AND CANCELLATION
The Firm may modify or terminate the Website and terminate your access to the Website, 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 Website Privacy Policy, your use of the Website or any product or service related thereto, or any of your other acts or omissions.
JURISDICTIONAL ISSUES AND APPLICABLE LAW
Unless otherwise specified, the Firm controls and operates the Website from its offices within the State of Illinois, United States of America.
These Terms of Use are governed by the laws of the State of Illinois, 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 Chicago, Illinois which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website or any product or service related thereto. Use of the Website 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 Website.
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.
These Terms of Use constitute the entire agreement between you and the Firm with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Firm with respect to the Website.