TERMS AND CONDITIONS
AG Capital Management Partners, LP and its affiliated entities (the “AG Capital”, “we”, “us” or “our”) appreciate your interest in us and your visit to our website located at http://www.ag-capinv.com (the “Site”). These Terms and Conditions of Use (“Terms and Conditions”) set forth the basic terms and conditions that govern your use of the Site. By accessing or using the Site, you hereby accept and agree to comply with these Terms and Conditions as a pre-condition to using this Site for any purpose whatsoever. Please read the Terms and Conditions carefully before using the Site.
Nothing contained in these Terms and Conditions is intended to modify or amend any other written agreement you may have with us, if any, which may currently be in effect. In the event of any inconsistency between these Terms and Conditions and such other agreement, the terms of such other agreement will control.
For information about how we collect, use, and disclose information from users of the Site, please review our Website Privacy Notice. As described in that policy, we or our third-party partners may collect information about you using cookies, pixels, web beacons or similar technologies. Your use of the Site indicates your consent to these and other data practices described in our Website Privacy Notice.
No Offer or Advice
You acknowledge that the content of the Site is for general, informational purposes only and is not intended to constitute an offer to sell or buy any securities or other assets or promise to undertake or solicit business and may not be relied upon in connection with any offer or sale of securities or other assets. An offer or solicitation will be made only through a final private placement memorandum, subscription agreement and/or other related documents with respect to a particular investment opportunity and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor. We make no representations that any information provided via the Site is accurate, current, or complete. You are solely responsible for evaluating the risks and merits regarding the use of the Site and any services provided herein.
We are not utilizing the Site to provide investment or other advice, and nothing on the Site is to be deemed a recommendation that you buy, sell or hold any security or other investment or that you pursue any investment style or strategy. If you would like investment, accounting, tax or legal advice, you should consult with your own advisors with respect to your individual circumstances and needs. We will not treat users of the Site as clients by virtue of their accessing the Site.
Any performance data or comments expressed on the Site are an indication of past performance. Past performance is not indicative of future results; no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.
The contents of the Site may contain forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995 or within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on management’s beliefs, assumptions, current expectations, estimates, and projections about the financial industry, the economy, AG Capital itself or its investments. 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. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence.
Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Furthermore, we undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.
Unless and except as otherwise expressly permitted by these Terms and Conditions, you may not (a) access, copy, reproduce, modify, create derivative works of, alter, publicly distribute, republish, upload, post, transmit, publicly perform or display, license, transfer, sell, mirror, frame, “deep link,” “scrape,” data mine, or otherwise use any information or material obtained from or through this Site, (b) attempt to gain unauthorized access to any portion or feature of the Site or any other systems or networks connected to the Site or to any AG Capital server or to any of the services offered on or through the Site, by hacking, password “mining,” or any other illegitimate or prohibited means, (c) probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site, (d) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or AG Capital’s systems or networks or any systems or networks connected to the Site, (f) use any device, software, or routine to interfere with the proper working of the Site or any transaction conducted on the Site, or with any other person’s use of the Site, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to AG Capital on or through the Site, or (h) use the Site in an unlawful manner. Any unauthorized use of this Site or the content on the Site will terminate the permission granted herein and may violate applicable laws, including copyright law, trademark laws, and commercial regulations and statutes.
Reservation of Rights
We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms and Conditions at any time. Your continued use of the Site following such modifications will be conclusively deemed acceptance of any changes to these Terms and Conditions. You agree that notice of changes to these Terms and Conditions posted on the Site constitutes reasonable and sufficient notice. At all times, you are bound by the then-current version of the Terms and Conditions and of all applicable laws.
Use of Content
The Content of this Site is available for informational purposes only. The posting of Content and access to this Site does not constitute, either explicitly or implicitly, any provision of services or products by AG Capital or any of its respective affiliates. AG Capital updates the Content and Data from time to time at its sole discretion. You agree to check this Site regularly for updates. You agree to use all Content unmodified and as provided by AG Capital and with all logos and copyright, trade name, and other proprietary rights notices provided by AG Capital (the “Marks“) intact and to not modify the Content, including but not limited to by removing, altering, or adding any text, graphics, warranty statements, logos, or Marks. You will not re-brand or co-brand the Content or Data. You agree to use of Data as-is and to not alter or distribute Data. You will not take any action in derogation of AG Capital’s rights in the Marks, including but not limited to applying to register any trademark, trade name, service mark, or other designation that is confusingly similar to any Mark. You will not use the Marks for any purpose.
You will use only Content designated for you and will not distribute Content to any third parties.
Copyright and Trademarks
This Site (including the software and files), the computers hosting this Site, Content and Data provided on this Site are the exclusive property of AG Capital and/or its licensors, and are protected by applicable laws, including United States copyright, database, trade secret, and trademark law, as well as other state, national, and international laws and regulations. AG Capital reserves all rights with respect to its proprietary information or material on this Site and will enforce such rights to the full extent of applicable copyright and trademark law. Except as expressly provided in these Terms and Conditions, AG Capital does not grant any express or implied rights to you. All rights in the pages and Site Content are owned by AG Capital and its licensors. You agree not to sell, distribute, publish, broadcast, circulate or commercially exploit Site Content in any manner without the express written consent of AG Capital. Any downloading or otherwise copying from this Site will not transfer title to any software or material to you. Unless otherwise noted AG Capital and other brands featured on the Site constitute our trade/service marks. You agree not to directly or indirectly: attempt to register, challenge or contest the validity of AG Capital’s ownership of such copyrights, trademarks or any other intellectual property of AG Capital or assist any third party in doing so.
Grant of License
AG Capital grants to you a personal, revocable, nonexclusive, nontransferable license to use this Site conditioned on your continued compliance with these Terms and Conditions. Limited portions of the Content available in the public areas of the Site may be accessed, printed and downloaded on an occasional basis for personal, scholarly, research or non-commercial purposes; provided that all hard copies contain all copyright and other applicable proprietary rights notices included in such content and information and/or appropriate attribution to AG Capital in a form and manner acceptable to us. For information on obtaining permission to use any Content beyond the uses permitted above, please contact AG Capital Management Partners, LP, 75 State St., Suite 100, Boston, MA 02109, United States or email: IR@ag-capinv.com. Any unauthorized use of this Site or the Content will terminate the permission granted herein and may violate applicable laws, including copyright law, trademark laws, and commercial regulations and statutes.
The information and opinions contained on this Site, including hyperlinks or references to other sites, are provided ‘as is’ without any warranty of any kind, either expressed or implied, and AG Capital does not in any way warrant and hereby disclaims the accuracy, reliability, completeness, usefulness, non-infringement or quality of the Site to the fullest extent permissible pursuant to applicable law. You are responsible for evaluating the adequacy, accuracy, reliability, merchantability, non-infringement, completeness of any information or the content available on the Site or fitness for any particular purpose with respect to the site or any of its content. AG Capital further assumes no responsibility for, and makes no warranties that, functions contained on this Site will be uninterrupted or error-free, that defects will be corrected, or that this Site or the servers that make it available will be free of viruses or other harmful components. The Site, Data, and Content, as defined above, has been prepared based upon sources, materials, and systems believed to be reliable and accurate, and are provided to you on an “as is” and “as available” basis. AG Capital content providers make no representations, and disclaim all expressed, implied, and statutory warranties of any kind to you or any third party, including but not limited to representations and warranties regarding accuracy, timelines, completeness, merchantability, fitness for any particular purpose, non-infringement of third-party rights, and freedom from computer viruses. AG Capital content providers and other providers assume no responsibility for the consequences of any errors or omissions in, or delay or inability to access, the Site, Data, or Content. No advice or information, whether oral or written, obtained from AG Capital (outside of a formal written agreement) or through the Site, Data or Content will create any warranty not expressly made in these terms and conditions. AG Capital reserves the right to cease providing, or to change, the Site, Data or content (or any portion or feature thereof) at any time or frequency and without notice.
You agree not to: (i) make any representations, warranties or guarantees on AG Capital’s behalf or with respect to the Site, Content or Data; (ii) make any false or misleading representations with regard to AG Capital, the Site, Data or Content; or (iii) participate or engage in any illegal, deceptive, misleading, unethical, or improper practices.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AG CAPITAL OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, REGISTERED REPRESENTATIVES OR EMPLOYEES, NOR ANY THIRD PARTY VENDOR, BE LIABLE OR HAVE ANY LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES INCLUDING LOST PROFITS ARISING OUT OF, RELATED TO, OR IN ANY WAY IN CONNECTION WITH YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE SITE OR RELIANCE ON THE CONTENT, OR ANY FAILURE OF PERFORMANCE, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH THE SITE, REGARDLESS OF OUR KNOWLEDGE THEREOF. THE SAME IS TRUE FOR ANY CONTENT APPEARING ON ANY OF AG CAPITAL WEBSITES.
You agree to indemnify, defend, and hold AG Capital and its subsidiaries, affiliates, officers, agents, and employees harmless from any direct and third party claims, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of, related to, or in connection with your use of the Site, your violation of these Terms and Conditions, or your violation of any rights of a third party.
Events Beyond AG Capital’s Control
You expressly absolve and release AG Capital, their respective affiliates, related companies, and all of their respective officers, directors, employees, registered representatives, shareholders, legal representatives, attorneys, agents, successors and assigns, from any claim of harm resulting from a cause beyond its control including, but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or software failures, data breaches, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, pandemic or epidemic, strikes or other labor problems, wars, acts of domestic or foreign terrorism or governmental restrictions.
You represent and warrant to AG Capital that you will not use this Site for any purpose that is unlawful or prohibited by these Terms and Conditions, including but not limited to attempting or actually (a) disrupting, impairing or otherwise interfering with the operation or integrity of the Site or circumventing any Site security system; (b) collecting any information about other users of the Site; or (c) systematically extracting Content or other information or data contained in the Site to populate databases or other sites.
Information Submitted By You
You should not submit any confidential or proprietary information via the Site. All information or material submitted through the Site will be deemed to be the property of the AG Capital. By submitting any information or material to us through the Site, you grant us an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information. You also agree that AG Capital is free to use for any purpose any ideas, concepts, know-how or techniques that you submit to us through the Site. AG Capital shall not be subject to any obligations of confidentiality regarding submitted information, except as agreed by AG Capital or as otherwise specifically agreed or required by law.
Certain hyperlinks or referenced websites on the Site may for your convenience forward you to third parties’ websites, which generally are recognized by their top-level domain name. Any descriptions of, references to, or links to other products, publications or services does not constitute an endorsement, authorization, sponsorship by or affiliation with AG Capital with respect to any linked site or its sponsor, unless expressly stated by AG Capital. Any such information, products or sites have not necessarily been reviewed by AG Capital and are provided or maintained by third parties over whom AG Capital exercise no control. AG Capital expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party sites. AG Capital reserves the right to terminate any hyperlink or hyperlinking program at any time.
Any action arising out of these Terms and Conditions or the Site shall be litigated in, and only in, courts located in Massachusetts, and you agree to submit to the exclusive jurisdiction of those courts and further agree that they are a convenient forum for you.
In the event that any provision of these terms is held unenforceable, the validity or enforceability of the remaining provisions will not be affected, and the unenforceable provision will be replaced with an enforceable provision that comes close to the intention underlying the unenforceable provision.
If you have any questions regarding these Terms and Conditions and/or the Site, please contact AG Capital Management Partners, LP, 75 State St., Suite 100, Boston, MA 02109, United States or email: IR@ag-capinv.com.