TERMS AND CONDITIONS OF SERVICE
Please read these terms and conditions of service before using this Website (as defined below).
USE SIGNIFIES ACCEPTANCE
STONE HOUSE PARTNERS AND ITS AFFILIATES (COLLECTIVELY, “STONE HOUSE”, “WE,” “US”, “OUR”) RESERVE THE RIGHT TO LIMIT OR DENY ACCESS TO THIS WEBSITE TO ANY PERSON, GEOGRAPHIC REGION, OR JURISDICTION AT ANY TIME IN OUR SOLE DISCRETION.
A. By continuing to use this Website, you hereby acknowledge and agree that the information made available to you through your use of this website, any data room, and/or investor portal located at www.stonehousemgt.com (collectively, the “Website”), including any posted materials (collectively, the “Materials”), is provided to you upon your request on a confidential basis for informational purposes only in connection with Stone House’s investment products (each, a “Fund”). By accessing information on this Website, you acknowledge and agree (i) to keep such information strictly confidential and not reproduce or redistribute the information in any format without the express written approval of Stone House; and (ii) to promptly return to Stone House any Materials that you have downloaded upon request of Stone House.
C. The information made available to you through this Website does not constitute an offer to sell, or a solicitation of an offer to purchase, interests in a Fund. Any such offer or solicitation shall only be made pursuant to a Fund’s final confidential private placement memorandum, the limited partnership agreement of the applicable Fund, the applicable Fund’s subscription documents, and other offering documents of the applicable Fund (collectively, and as amended, restated and/or supplemented from time to time, the “Offering Documents”). The Offering Documents, which describe the significant risks and other important information, such as legal, regulatory, and tax disclosure related to an investment in a Fund, qualifies in their entirety the information contained in the Materials on this Website and, prior to subscribing for interests in a Fund, the Offering Documents should be read carefully for a description of the merits and risks of an investment in a Fund.
D. Any decision to invest in a Fund should be made only after carefully reviewing the Offering Documents, conducting such investigations as you deem necessary and consulting your own legal, accounting, and tax advisors in order to make an independent determination of the suitability and consequences of an investment in a Fund. Nothing contained in the Materials on this Website should be relied upon as a promise or representation as to past or future performance of a Fund or any other entity.
E. This Website is being made available to you “in its actual condition” and “as available.” Stone House does not guarantee or promise that this Website is available to you, or will be accessible by you, nor does Stone House make any representation or warranty, express or implied, as to the accuracy or completeness of the Materials on this Website, and nothing herein (including information provided subsequently) shall be relied upon as a promise or representation that the Materials on this Website constitute all, or substantially all, of the information with respect to a given entity or matter. Your access to this Website is subject to revocation by Stone House at any time or without reason. In furnishing this Website, Stone House does not undertake to provide you with access to any additional information or to update this Website or to correct any inaccuracies therein that may become apparent. Further documents may be added to, and documents may be removed from, this Website at any time in Stone House’s sole discretion.
F. An investment in a Fund entails a high degree of risk and no assurance can be given that the applicable Fund’s investment objective will be achieved or that investors will receive a return of their capital. In considering any performance information contained in the Materials, prospective investors should bear in mind that past, targeted, or projected performance is not necessarily indicative of future results, and there can be no assurance that a Fund will achieve comparable results, that targeted or projected returns will be achieved, that the returns generated by a Fund will equal or exceed those of the investment activities of Stone House, or that a Fund will be able to implement its investment strategy or achieve its investment objectives and/or targeted returns. In particular, prior investments may have been made under different market, economic, and supply‐demand conditions than those in which a Fund will operate and which may not be replicated. As a general matter, the performance of Stone House, its principals, and personnel are not necessarily indicative of any Fund’s performance.
G. Certain information contained in the Materials has been obtained from published and non-published sources prepared by third parties, which in certain cases has not been updated through the date hereof.
H. Statements contained in the Materials (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, forecasts, opinions, and/or beliefs. Such statements involve known and unknown risks, uncertainties, and other factors, and undue reliance should not be placed thereon. Certain information contained in the Materials constitutes “forward‐looking statements” or statements of opinion or intention which can be identified by the use of forward-looking terminology such as “may,” “can,” “will,” “would,” “should,” “seek,” “expect,” “anticipate,” “forecast,” “project,” “estimate,” “intend,” “continue,” “target,” “plan,” “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to changes in circumstances or various risks and uncertainties, including, but not limited to, those discussed above, those set forth in risk factors and potential conflicts of interest sections of the Offering Documents, actual events or results, market conditions, or the actual performance of a Fund or its investments may differ materially from those reflected or contemplated in such forward‐looking statements. As a result, investors should not rely on such forward‐looking statements in making their investment decisions. No representation or warranty is made as to future performance or such forward‐looking statements.
I. The Materials presented on this Website contain confidential, proprietary, trade secret, and other commercially sensitive information, and the Materials shall be kept strictly confidential and not disclosed or disseminated to any entity or individual that is not a recipient of this communication and that has not accepted the terms of this confidentiality agreement without the prior written consent of Stone House, except as required by law or legal process. The Materials are being provided to you subject to the terms of this confidentiality agreement and other applicable provisions of the applicable agreements to which you are, or will become, a party or any offering or other materials to which you may have access through this Website.
II. TERMS AND CONDITIONS OF SERVICE.
A. User Consent to Terms and Conditions of Service. You represent that you have read and agree to be bound by these T&Cs for this Website. You further agree: (a) to comply with all applicable laws regarding the transmission of any data obtained from this Website; (b) not to use this Website for illegal purposes or in a manner inconsistent with these T&Cs; and (c) not to interfere or disrupt networks connected to this Website.
B. Disclaimer and Limitation of Liability. You agree that your use of this Website is at your sole risk and acknowledge that this Website and anything contained within this Website, including, but not limited to the Materials, are provided “AS IS” and “AS AVAILABLE,” and that STONE HOUSE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MATERIALS, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF “MERCHANTABILITY” AND “FITNESS FOR A PARTICULAR PURPOSE OR USE,” nor does Stone House make any warranty of any kind, expressed or implied as to non-infringement and title. Stone House does not warrant that this Website is compatible with your equipment or that this Website is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and Stone House is not liable for any damage you may suffer as a result of such destructive features. You agree that Stone House, its suppliers, and its third-party agents shall have no responsibility or liability for and you waive and release Stone House, its shareholders, directors, officers, employees, members, managers, agents, subcontractors, suppliers, and third-party agents (the “Related Parties”), from any claim you have, may have, or could have for: (i) any injury or damages, whether caused by the negligence of Stone House or otherwise, arising in connection with this Website, and Stone House shall not be liable for any lost profits, losses, punitive, incidental, or consequential damages or any claim against Stone House and/or the Related Parties by any other party; or (ii) any fault, inaccuracy, omission, delay, or any other failure in this Website caused by your computer equipment or arising from your use of this Website on such equipment. The content of other websites, services, goods, or advertisements that may be linked to this Website is not maintained or controlled by Stone House. Stone House is therefore not responsible for the availability, content, or accuracy of other websites, services, or goods that may be linked to on this Website. Stone House does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, this Website; (b) guarantee the accuracy, completeness, usefulness, or adequacy of any other websites, services, goods, or advertisements that may be linked to this Website; or (c) make any endorsement, express or implied, of any other websites, services, goods, or advertisements that may be linked to this Website. Stone House is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access this Website. You understand that Stone House and/or third-party contributors to this Website may choose at any time to inhibit or prohibit their content from being accessed under these T&Cs. Stone House does not guarantee the sequence, accuracy, completeness, or timeliness of this Website. Notwithstanding anything to the contrary herein, Stone House and its Related Parties shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (i) inaccuracies or errors in or omissions from this Website; (ii) delays, errors, or interruptions in the transmission or delivery of this Website; or (iii) loss or damage arising therefrom, or occasioned thereby, or by any reason of nonperformance. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL STONE HOUSE AND/OR THE RELATED PARTIES BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES (HEREIN COLLECTIVELY REFERRED TO AS THE “TOTAL DAMAGES” AND EACH, A “TYPE OF DAMAGE”) EVEN IF STONE HOUSE HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH TYPE OF DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THIS WEBSITE OR ANY LINKS OR ITEMS ON THIS WEBSITE OR ANY PROVISION OF THESE T&CS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. Applicable law may not allow the limitation or exclusion of liability for a Type of Damage, in which event Stone House’s and the Related Parties’ liability for such Type of Damage shall be limited to the least amount permitted by applicable law. In no event shall Stone House’s and/or the Related Parties total liability to you for any Type of Damage, or Total Damages, losses, and/or causes of action (whether in contract or tort, including but not limited to, negligence) exceed the amount paid by you during the six-month period prior to the occurrence of such claim for accessing this site.
C. Intellectual Property. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to this Website (the “Intellectual Property Rights”) shall, as between you and Stone House, at all times be and remain the sole and exclusive property of Stone House. This Website, including but not limited to text, content, photographs, and graphics, is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. This Website is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on this Website.
D. Representations and Warranties. You represent, warrant, and covenant that: (a) you have the power and authority to enter into these T&Cs; (b) you are at least eighteen (18) years old; (c) you shall not use any rights granted hereunder for any unlawful purpose; (d) you shall use this Website only as set forth in these T&Cs; and (e) your use of the products and services on this Website may be monitored by us, and the resultant information may be used by us for our internal business purposes or in accordance with the laws and/or rules of any applicable regulatory or self-regulatory organization.
E. Indemnification. You agree, at your own expense, to indemnify, defend, and hold harmless Stone House and the Related Parties, from and against any claim, suit, action, or other proceeding brought against Stone House and/or the Related Parties by a third party, to the extent that such claim, suit, action, or other proceeding brought against Stone House and/or the Related Parties is based on, or arises in connection with, this Website, or any links on this Website, including, but not limited to: (i) your use, or someone using your computer’s use, of this Website; (ii) your use or someone using your account, as applicable; (iii) a violation of these T&Cs by you or anyone using your computer (or account, as applicable); (iv) a claim that any use of this Website by you or someone using your computer (or account, as applicable) infringes any Intellectual Property Right (as herein defined) of any third party, or any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (v) any deletions, additions, insertions, or alterations to, or any unauthorized use of, this Website by you or someone using your computer (or account, where applicable); (vi) any misrepresentation or breach of representation or warranty made by you contained herein; or (vii) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay to Stone House and/or the Related Parties any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by, in connection with, or arising from, any such claim, suit, action, or proceeding attributable to any such claim. Stone House reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Stone House in asserting any available defense. You acknowledge and agree to pay Stone House’s reasonable attorney fees incurred in connection with any and all lawsuits brought against you by Stone House under these T&Cs and any other terms and conditions of service including without limitation, lawsuits arising from your failure to indemnify Stone House pursuant to these T&Cs.
F. Termination. Either you or Stone House may terminate these T&Cs with or without cause at any time and effective immediately. You may terminate these T&Cs by discontinuing use of this Website, destroying all materials obtained from this Website, and providing written notice to Stone House at IR@stonehousemgt.com. These T&Cs will terminate immediately without notice from Stone House if you, in Stone House’s sole discretion, fail to comply with any provision of these T&Cs. Upon termination by you or Stone House, you must destroy promptly all materials obtained from this Website and any copies thereof.
G. Governing Law. These T&Cs shall be governed and construed in accordance with shall be governed and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts of law principles of the State of Delaware. By accessing this Website, you irrevocably agree that any suit, action or proceeding with respect to these T&Cs must be brought exclusively in the federal or state courts in the State of Florida. Further, you hereby irrevocably submit to the exclusive jurisdiction of such courts with respect to any such suit, action or proceeding and agree and consent that service of process as provided by Florida law may be made upon you in any such suit, action, or proceeding brought in any of said courts, and you may not claim that any such suit, action, or proceeding has been brought in an inconvenient forum. You hereby further irrevocably consent to the service of process out of any of the aforesaid courts, in any such suit, action, or proceeding, by the mailing of copies of such documents, by certified or registered mail, return receipt requested, addressed to you at your current physical, mailing, or email address then appearing on the records of Stone House, as applicable.
H. United States Export Control & Foreign Asset Control Regulations. Stone House does not represent that the Materials on this Website are appropriate or available for use in countries outside the United States. If you choose to access this Website from outside the United States, you are responsible for compliance with foreign and local laws. Software from this Website is further subject to United States export controls and may not be downloaded, exported, or re-exported: (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, Sudan, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or other list maintained by the U.S. Office of Foreign Assets Control (“OFAC”). By using this Website, you represent and warrant that you are not located in, controlled by, or a national or resident of, any such country or on any such list.
I. Changes and Modifications. You accept that Stone House has the right to change the content or technical specifications of any aspect of this Website at any time in Stone House’s sole discretion. You further accept that such changes may result in your being unable to access this Website. The failure of Stone House to exercise or enforce any right or provision of these T&Cs shall not constitute a waiver of such right or provision.
J. Headings. The section titles in these T&Cs are used solely for the convenience of you and Stone House and have no legal or contractual significance.
K. Severability. If any provision of these T&Cs is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these T&Cs will remain in force and unaffected by any such invalidity or unenforceability to the maximum extent permissible.
1. You, Stone House, and any Related Parties agree that any dispute of any kind, nature, or description between or among us, arising out of these T&Cs, at Stone House’s or the Related Parties’ election, may be submitted to the American Arbitration Association with venue in Bay Harbor Islands, Florida, in accordance with its commercial arbitration rules, to be heard before three (3) arbitrators. Such election may be made at any time prior to the commencement of a judicial proceeding by Stone House or the Related Parties or, in the event you institute the proceeding, at any time prior to the last date to answer and/or respond to a summons and/or complaint made by you. The arbitrators sitting in any such controversy shall not have the authority or power to modify or alter any express condition or provision of these T&Cs or any modification thereof or to render any award, which by its terms, has the effect of altering or modifying any express condition or provision of these T&Cs or modification thereof. No award may be made which imposes liability contrary to the provisions hereof, and any award in violation thereof shall be deemed a departure from the terms of the submission and shall be wholly void and unenforceable. The award of the arbitrators shall be final and binding, and judgment shall be entered thereon in any court of competent jurisdiction. IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO THAT THEY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER IN ANY MATTER ARISING OUT OF THESE T&CS.
2. You consent to the sole and exclusive jurisdiction of the courts located in Bay Harbor Islands, Florida, for all purposes in connection with any proceedings, including the entry of judgment on any arbitration award. The parties consent that any process or notice of motion or other application to said courts, in any paper in connection with the proceedings may be served by certified mail, return receipt requested, by personal services, or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided a reasonable time for appearance is allowed.