Terms and Conditions of Use

 

Please read this user agreement (the “User Agreement”) carefully before using this website (together with all content contained thereon or any pages maintained by VWH Capital Management, LP (“VWH Capital”), including any password-protected areas, linked thereto, the “Site”). By accessing or using the Site, you are agreeing that you have read, understand and accept the terms and conditions of this User Agreement and will abide by its terms and conditions in its then-current form. If you do not accept such terms and conditions, do not use the Site or otherwise save, reference or download any information or materials from it. VWH Capital reserves the right, in its sole discretion, to change, modify, add or remove portions of this User Agreement or any portion of this Site, in whole or in part, at any time without notice and without liability. Changes will be effective when posted. We suggest that you review this User Agreement periodically for changes. At any time and for any reason VWH Capital may terminate or suspend your right to use all or any portion of the Site.

No Offer of Securities or Investment Advice

The information on this Site is provided for informational purposes only. You acknowledge that the information and materials contained on this Site are not and should not be construed as legal, tax, accounting or investment advice (including any advice concerning the suitability or profitability of any security or investment). The information and/or materials made available to you through this Site do not constitute an offer to sell or a solicitation of an offer to purchase interests in any investment vehicle managed by VWH Capital (a “VWH Fund”). Any such offer or solicitation will be made only through a private offering pursuant to any such VWH Fund’s private placement memorandum (or other similar document) and subscription documents.  A VWH Fund’s private placement memorandum (or other similar document), which describes the significant risks and contains other important information, such as legal, regulatory and tax disclosure, related to an investment in such VWH Fund, and such VWH Fund’s subscription documents, which contain important information related to an investment in such VWH Fund, qualify the information contained on this Site in its entirety and should be read carefully prior to subscribing for interests in such VWH Fund.  An investment in a VWH Fund entails a high degree of risk and no assurance can be given that any such VWH Fund’s investment objective will be achieved or that investors will receive a return of their contribution. Offers can only be made where lawful under, and in compliance with, applicable law. Not all products and services are available in all geographic areas. Your eligibility for particular products or services is subject to determination by and the approval of VWH Capital or its affiliates. You are solely responsible for decisions based on information and materials made available on or through the Site.

Website Information

Despite the reasonable efforts of VWH Capital to provide accurate information on the Site, VWH Capital makes no representations or warranties as to the accuracy, reliability or completeness of any information or document made available through the Site, including any that is obtained outside of VWH Capital. To the extent any information or materials is contributed by a third party, VWH Capital also does not endorse the opinions of third parties. Certain information on the Site may contain forward-looking statements, which reflect our views with respect to, among other things, our operations and financial performance. Such forward-looking statements are subject to various risks and uncertainties and speak only as of the date on which they are made. Accordingly, there are or will be important factors that may cause actual outcomes or results to differ materially from those indicated in such statements. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “anticipate,” “optimistic,” “intend,” “plan,” “estimate,” “aim,” “will” or the negative version of these words or similar expressions. VWH Capital and its affiliates undertake no obligation to update publicly or revise any information on the Site, whether as a result of new information, future developments or otherwise. Opinions and any other content at the Site are subject to change without notice. Any dated information or materials is operative only as of the indicated date.

This User Agreement shall apply in respect of each item that is made available via this Site or otherwise.  Notwithstanding the foregoing, this User Agreement should be read in connection with the notices, disclaimers and qualifying statements (collectively, “Other Notices”) forming part of, or otherwise referred to, or contained in, certain documentation made available on this Site or otherwise made available.  This User Agreement is without prejudice to any such Other Notices. This Site is designed to be accessed through its principal home pages and such other pages as VWH Capital may decide. If you access this Site through individual pages directly, which are not designed for this purpose, you may not see important information that is relevant to the content of this Site.

Distribution

Unless otherwise expressly set forth herein, VWH Capital makes no representation that materials on this Site are appropriate or available for use in any location. This Site and any information and materials in or accessible through this Site are not directed at, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any jurisdiction where such distribution, publication, availability or use would be contrary to applicable law or regulation or which would subject VWH Capital or its affiliates to any registration, licensing, qualification or notification requirement. No solicitation is made by VWH Capital or its affiliates to any person to use any information, materials, products, or services in any jurisdiction where the provision of such information, materials, products, and services is prohibited by law. If it is illegal or prohibited in your country of origin to access or use this Site, then you should not do so. Those who choose to access or use this Site do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information and materials under any or all jurisdictions and the compliance of that information and materials with local laws, if and to the extent local laws are applicable. You may not use or export the information and materials in violation of U.S. export laws and regulations.

Copyright and Restrictions on Use

Unless expressly noted to the contrary, all information and materials, including, without limitation, text, articles, documents, data, images, screens, web pages, icons, photos, video clips, service marks, logos and other materials on this Site belong exclusively to VWH Capital and its affiliates. Such information and materials are confidential, non-public and proprietary. VWH Capital grants you a revocable, limited, nonexclusive license to display and otherwise use portions of this Site solely for your own private, non-commercial informational purposes. No information or materials from this Site may be copied, modified, distributed, downloaded, sold, transmitted, licensed, published, reposted, reproduced, reused, used to create a derivative work from or otherwise used for a commercial or public purpose, without, in each case, VWH Capital’s express written consent. You may discuss information and materials made available through the Site confidentially with your legal, financial, tax and other professional advisors. You may not use this Site to transmit, distribute or store material (a) in violation of any applicable law or regulation, (b) in a manner that shall infringe the copyright, trademark, trade secret or other intellectual property right of another or violate the privacy, publicity or other personal right of another, or (c) that is defamatory, obscene, threatening, abusive or hateful. You are prohibited from violating or attempting to violate the security of this Site. Except as expressly provided in this User Agreement, we do not grant any express or implied right to you under any copyright, trademark, or other intellectual property or proprietary right. All rights not expressly granted are reserved.

VWH Capital and its affiliates will not treat users of this Site as its clients by virtue of their accessing this Site. You acknowledge that your obligations of confidentiality under this section, including with respect to disclosure and use, shall survive regardless of whether you choose to become or remain an investor in any VWH Capital product or strategy and shall further survive any termination of your access to, or other discontinued use of, this Site.

Note that certain materials on this Site may have been provided as a courtesy or through an agreement from other parties and express the opinions of such parties. Neither VWH Capital nor those parties undertakes to advise you of changes in the opinions or information set forth in these materials. You should note the date of these materials if one is provided.

In accessing any part of this Site, you agree, represent and warrant that you (a) have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement; (b) have the skills and equipment necessary to access and use this Site; (c) shall not access or attempt to access any part of this Site that is addressed to any person, other than yourself, who has obtained a password from VWH Capital; (d) shall not disseminate, share or transmit the information contained herein or permit any other person to access this Site who is not so authorized by VWH Capital; (e) shall not use this Site in such a way that disrupts, interferes with or restricts the use of this Site by other users; (f) shall not upload, display or transmit any materials through this Site which are false, offensive, defamatory, threatening, obscene, unlawful or which infringe the rights of any other person anywhere in the world; (g) shall not reverse engineer, decompile, copy or adapt any software or other code or scripts forming part of this Site or attempt to transmit to or via this Site any information that contains a virus, worm, trojan horse or other harmful or disruptive component; and (h) shall not change, modify, delete, interfere with or misuse data contained on this Site and entered by or relating to any third party user of this Site.

No Warranty; Limitation on Liability

BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE SITE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. NEITHER VWH CAPITAL NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, “ASSOCIATES”) WARRANT THAT USE OF THE SITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, VWH CAPITAL, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE SITE, THE CORRECTNESS, QUALITY, ACCURACY, RELIABILITY, PERFORMANCE, COMPLETENESS, TIMELINESS OR CONTINUED AVAILABILITY OF THE SITE, OR THE RESULTS OBTAINED FROM USE OF THE SITE OR RELATED SERVICES.

UNDER NO CIRCUMSTANCES WILL VWH CAPITAL, ITS AFFILIATES OR THEIR ASSOCIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE SITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF VWH CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Any content downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of VWH Capital has been advised of or should have knowledge of the possibility of such damages.

Disclaimers

WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).

WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.

Hyperlinks

This Site contains links to websites operated by nonaffiliated organizations. Such hyperlinks are provided for your reference and convenience only. In addition, third-party sites may be linked to this Site, with or without VWH Capital’s consent. These linked sites are not under VWH Capital’s control and may be governed by their own terms of use. We have not developed or reviewed the content appearing in or on such linked websites. We make no warranty or representation regarding, do not endorse and do not accept any responsibility for any websites linked to or from this Site or any content, services, products, or other materials appearing or described thereon, the operators or owners of such websites, or any damage or loss caused or alleged to be caused thereby. IF YOU DECIDE TO ACCESS ANY THIRD PARTY SITES LINKED TO THIS SITE, YOU DO SO AT YOUR SOLE AND EXCLUSIVE RISK. VWH Capital reserves the right, at any time, for any reason not prohibited by law, to deny permission to anyone to link a website from or to the Site.

Passwords

Access to certain parts of the Site may require a password. If you have been issued a password for access to non-public areas of the Site, you are solely responsible for maintaining the confidentiality and security of your password and with respect to activities that occur in connection with the use of your password. You may not disclose your password to any third party or provide any third party with access to the Site. Accordingly, you should take steps to protect the confidentiality of your password. Notify VWH Capital immediately if you become aware of any disclosure, loss, theft or unauthorized use of your password.

Termination of Use

VWH Capital has the right, but not the obligation, to monitor any activity and content associated with this Site, including recording the number and frequency of visitors to this Site. VWH Capital may investigate any complaint or reported violation of this User Agreement or its policies and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspending or terminating your use of all or any portion of this Site and denying you access to all or any portion of this Site. VWH Capital also reserves the right to report any activity that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators or other persons or entities. In order to cooperate with governmental requests, to protect the systems and users of this Site, to ensure the integrity and operation of this Site, business or systems, or otherwise to comply with the law and legal process, VWH Capital may access and disclose any information it considers necessary or appropriate.

Indemnification

You agree to indemnify, defend and hold VWH Capital, its affiliates and any of their respective members, officers, directors, principals, equity owners, affiliates, agents and employees (collectively, the “VWH Parties”) harmless from suits, claims, damages, losses, demands, liabilities, costs and expenses (including, without limitation, judgments, fines and amounts paid or to be paid in settlement and reasonable attorneys’ and other professional fees) suffered, incurred or asserted as a result of (a) your use of the Site, (b) your receipt and use of the information and materials at or through the Site, whether or not authorized, (c) any infringement by you of any of our intellectual property rights, (d) your actual or alleged breach of this User Agreement or any representation, warranty, or covenant made by you in this User Agreement, (e) your violation of any applicable law, statute, ordinance or regulation and (f) claims asserted by third parties which, if proven, would place you in breach of any representations, warranties, covenants or other provisions in this User Agreement.  If your use of this Site gives rise to any third party claim against you or any VWH Party, you agree to (i) indemnify and hold harmless the VWH Parties with respect to any such claim, (ii) release the VWH Parties from any such claim and (iii) waive all laws that may limit the efficacy of such release.

Privacy Policy

VWH Capital respects the privacy of Site visitors. This policy describes how and when we gather information from Site visitors.

Aggregate Data

We generally record certain usage information, such as the number and frequency of visitors to this Site. This information may include the websites that you access immediately before and after your visit to our Site, the Internet browser you are using, and your IP address. If we use such data at all, it will be on an aggregate basis, and we will not disclose to third parties any information that could be used to identify you personally. We do employ cookies.

Personally Identifiable Information

When you register to request access to our Site, we obtain certain personally identifiable information from you. We may record and use any personally identifiable information, such as your name, phone number and e-mail address, for reasonable business purposes including, but not limited to, confirming your qualifications to access the Site. We will not use your personally identifiable information for any other purpose without your permission.

We may use external service providers to operate our Site and employ other persons to perform work on our behalf, such as sending postal mail and e-mail. These persons may have access to the personally identifiable information you submit through the Site, but only for the purpose of performing their duties. These persons may not use your personally identifiable information for any other purpose.

We will not provide any personally identifiable information to any other persons, except if we are required to make disclosures (or deem disclosures necessary in connection with suspected violation of any law or regulation) to the government or private parties in connection with a lawsuit, subpoena, investigation or similar proceeding. We can (and you authorize us to) disclose any such information in those circumstances.

Miscellaneous; Governing Law; Consent to Jurisdiction

No waiver by VWH Capital or any of its affiliates of any right under or term or provision of this User Agreement will be deemed a waiver of any other right, term or provision of this User Agreement at that time or a waiver of that or any other right, term or provision of this User Agreement at any other time. VWH Capital may assign this User Agreement in whole or in part at any time without your consent. You may neither assign this User Agreement nor delegate any of your obligations under this User Agreement. Any portion of this User Agreement declared invalid or unenforceable is severable and shall not affect the validity or enforceability of the remainder of the User Agreement.

This User Agreement and all matters arising out of or relating to this User Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. You agree that any dispute or action at law or in equity arising out of or relating to these terms or your use of the Site shall be commenced only in the State of New York or Federal Courts located in the State of New York, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of any such dispute or action. You must commence any cause of action you may have with respect to your use of this Site within one year after the claim or cause of action arises.  To the extent the terms of this User Agreement conflict with the terms and conditions of use relating to any password-protected part of this Site, the more specific terms and conditions of use relating to such password-protected part shall control.

This User Agreement represents the entire agreement between VWH Capital and its affiliates, on the one hand, and you, on the other, relating to the subject matter hereof. VWH Capital may terminate this User Agreement with or without cause at any time.