RCG Longview, LP's WEBSITE USER AGREEMENT
This web site, www.rcglongview.com (the "Site"), is owned and operated by RCG Longview, LP ("RCGL"). By accessing or using the Site, you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and RCGL, and governs your access and use of the Site, which includes any information, data, tools, products, services and other content (together, "Content") available on or through the Site. You may contact RGCL by e-mail email@example.com with questions about the terms and conditions of this User Agreement.
The content of this website is provided by RCGL and offers information about RCGL and a general overview of its investment programs. The content of this website is provided for information purposes only. Nothing on this website shall be construed as establishing direct contacts with potential investors nor does it constitute a solicitation or offer or advice or recommendation for buying or selling any investment program. The content of this website and the investment programs which might be referred to therein are not directed at, or intended for, distribution to any person or entity being a citizen or resident of, or located or established in, any jurisdiction where the use of such websites or the sale of such investment programs would be illegal or would require any registration or licensing not held by RCGL. Such persons or entities access this website at their own risk and must observe any legal or regulatory restrictions which may affect their eligibility to access this website. While RCGL endeavors to obtain information from sources which it believes to be reliable, RCGL makes no warranty or guarantee as to the accuracy, completeness or reliability of any information contained on this website. RCGL shall have no liability for any direct, indirect, consequential or special losses or damages of any kind whatsoever arising from reliance on any of the content of this website. Potential investors should not rely on any of the content of this website in making an investment or other decision but should obtain relevant and specific professional advice and read the terms and conditions contained in the relevant offering memorandum carefully before any investment decision is made.
PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL 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 USE THE SITE.
1. RCGL grants you a limited right to use 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.
- At any time and for any reason, RCGL may revoke your right to use all or any portion of the Site.
- You may not violate or attempt to violate the security of the Site.
2. The Site and its Content are owned by RCGL, its affiliates and/or third parties.
- The Site is protected by one or more copyrights, patents, database rights, trademarks, servicemarks and/or other intellectual property and proprietary rights that are owned by RCGL, its affiliates and/or third parties.
- RCGL, [www.rcglongview.com] and other names and indicia of RCGL and its products and/or services are exclusive trademarks and servicemarks or registered trademarks of RCGL. Other product and company names appearing on the Site may be trademarks of their respective owners.
- You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site.
- You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement.
- You may print copies of any accessible portion of the Site only for your own internal 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 remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.
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 of your obligations pursuant to this User Agreement;
- You have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement;
- In connection with your use of the Site, you will not employ any virus or other computer programming routine or engine that is intended to damage, detrimentally interfere with, intercept or expropriate any system, data or information; and
- All information that you provide in connection with your use of the Site is true and complete.
4. You assume various risks in using the Site.
- We make no guarantees, promises or assurances regarding the Site.
- We do not assure you that the Site will lead to profitable investments, and you may lose money if you make investments based on the Site.
- There are many market, currency, economic, political, business, technological and other risks that are beyond our control.
- We make reasonable efforts to provide accurate Content on the Site. However, some Content and some of the assumptions, formulas, algorithms and other data that impact the Content may be inaccurate, outdated or otherwise inappropriate.
- Some Content and some of the data used in the Content come from third parties. We believe that these third parties are reliable but we are not responsible for any third party information.
- Dated Content speaks only as of the date indicated.
- Any projections contained on the Site reflect the views of management only at the time originally made, and are subject to various risks, uncertainties and other factors that could cause materially different results. We do not intend to update projections.
- We may change any portion of the Site at any time without notice to you.
- We are not liable for any damage or loss to you resulting from these or any other risks.
5. You have various responsibilities when using the Site.
- You alone are responsible for your use of the Site.
- You must make your own independent investment decisions.
- We are not involved in any dealings between you and any third party. You release RCGL and its affiliates, agents and employees and you agree to hold them harmless from any claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature that may arise out of or in any way are connected with a dispute between you and any third party.
- YOU AGREE THAT WE ARE NOT LIABLE FOR ANY ACTION YOU TAKE OR ANY DECISION YOU MAKE IN RELIANCE ON THE SITE.
6. We do not give investment recommendations or accounting, tax or legal advice on the Site.
- All Content is for informational purposes only.
- Nothing on the Site is an offer or a solicitation of an offer to buy or sell securities.
- Although the Site includes information regarding specific securities and the investment process generally, you should not consider anything you find on the Site to be an individualized recommendation to buy, sell, hold or otherwise pursue or invest in any specific security, investment or investment style.
- We do 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, 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.
7. We may have conflicts of interest with respect to any securities mentioned on the Site.
- RCGL, its affiliates and/or their officers and employees may acquire, hold or sell a position in any securities mentioned on the Site, or have a corporate finance relationship with any companies mentioned on the Site.
- RCGL and its affiliates may act as principals for their own accounts or as agents for both the buyer and seller in connection with the purchase or sale of any securities mentioned on the Site.
- RCGL and its affiliates, acting as investment advisers for accounts that they manage, may acquire, hold and sell any securities mentioned on the Site.
- Any opinion expressed on the Site may differ from opinions expressed by affiliates or representatives of RCGL.
8. If you have a password, you must keep such password confidential.
- You are solely responsible for maintaining the confidentiality and security of your password. You may not disclose your password to any third party.
- You accept full responsibility for any use of your password.
- You must notify us immediately of any actual or suspected loss, theft or unauthorized use of your password.
- We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.
9. RCGL is not liable for any technological problems and any impact that they may have.
- All or any portion of the Site may not be available and may not function properly at any time.
- We make reasonable efforts to avoid technological problems, but at any time the Site may have and may cause problems such as viruses and other damaging computer programming routines or engines.
- We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications.
- 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.
- We are not liable for any defects, delays or errors in or resulting from your use of the Site.
10. RCGL is not responsible for any aspect of any third party web site.
- If you access any third party web site through the Site or otherwise, you do so at your own risk.
- When you access another web site through ours, you understand that it is independent from RCGL and that RCGL has no control over the Content on that web site.
- Hyperlinks to or from the Site do not constitute third party endorsement, sponsorship or affiliation of, with or by RCGL
- RCGL is not responsible or liable for any aspect of any products, services or other Content appearing on or available through any third party web site.
11. RCGL has the right to monitor and record activity on the Site and respond as it deems appropriate.
- We may monitor and record activity on the Site for any reason.
- We may investigate any complaint or reported violation of our policies.
- We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate.
- We may issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action that we deem appropriate.
12. RCGL respects your privacy.
- Personal nonpublic information that we gather from you will be governed by our Privacy Statement
13. RCGL DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND THE CONTENT THAT THE LAW ALLOWS IT TO DISCLAIM.
- THE SITE, INCLUDING ALL CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE."
- WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE AND THE CONTENT INCLUDING WARRANTIES OF
- FITNESS FOR A PARTICULAR PURPOSE AND
- NON-INFRINGEMENT OF INTELLECTUAL PROPERTY
AND PROPRIETARY RIGHTS.
- WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR THE CONTENT.
14. RCGL’S LIABILITY WITH RESPECT TO THE SITE AND THE CONTENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ARISING OUT OF THIS USER AGREEMENT, THE SITE, THE CONTENT, THE INABILITY TO USE THE SITE, OR TRANSACTIONS ENTERED INTO THROUGH THE SITE.
- OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE.
- UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF RCGL AND ITS RESPECTIVE AFFILIATES, AGENTS AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE AND THE CONTENT 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.
15. You will be responsible for any liability to RCGL that arises out of your breach of this User Agreement or your use of the Site.
- You agree to indemnify, defend and hold harmless RCGL and its affiliates, agents and employees from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to:
- your use of the Site,
- your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement,
- 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 representations, warranties, covenants or other provisions contained in this User Agreement.
16. YOU WILL SETTLE ANY DISAGREEMENTS WITH RCGL BY ARBITRATION IN NEW YORK CITY UNDER THE SUBSTANTIVE PROVISIONS OF NEW YORK STATE LAW.
- Regarding the resolution of any controversy, you understand that: - Arbitration is final and binding on the parties.
- The parties are waiving 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 court proceedings.
- The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal to seek modification of rulings by the arbitrators is strictly limited.
- The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
- You and RCGL agree that any dispute that arises between us that we cannot resolve informally will be submitted to binding arbitration pursuant to the rules of the American Arbitration Association.
- You and RCGL agree that any arbitration shall be conducted in the Borough of Manhattan, New York State.
- Any questions about the nature of our relationship or the law surrounding this relationship will be governed by New York State law without giving effect to conflicts of law principles.
- 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; or
- 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 this User Agreement except to the extent stated herein.
17. You will be bound by revised versions of this User Agreement that we post on the Site.
- Modifications will be effective immediately upon posting unless we indicate otherwise.
- Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.
18. You are bound by certain other general conditions.
- This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and RCGL concerning the subject matter hereof.
- Certain sections of the Site may include additional terms and conditions that govern use of those sections. You will be bound by those additional terms and conditions, and they will be considered part of this User Agreement.
- RCGL may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void.
- If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of the User Agreement shall remain in full force and effect.