Terms and Conditions

These terms and conditions of use (“Terms of Use”) describe the requirements, obligations, terms and conditions under which users may access, interact with, and use the website located at www.stockdalecapital.com which is owned and operated by Stockdale Capital Partners, LLC (“STOCKDALE”) (herein referred to as the “Website”). For purposes of clarity, the Website does not include the Client Portal hosted by IntraLinks or any other websites not hosted on www.stockdalecapital.com. We will refer to you, the user or visitor to our Website, as “you”, the “user” or “your” and we will refer to ourselves (i.e., STOCKDALE) as “we”, “us” or “our” or by similar terms. Please also understand that when we say “use” or “using” or similar words in these Terms of Use, we mean and are referring to the comprehensive meaning of ”use” which includes, but is not limited to, any time you use, access, browse, take advantage of features, functions or services, exchange information or communicate, visit, transmit data to or receive data from or interact with our Website in any manner.

Please read these Terms of Use carefully because they represent a legally binding agreement between you and us. If you use or attempt to use our Website, you are acknowledging and agreeing to be bound by and comply with everything contained in these Terms of Use and our Privacy Policy, which is incorporated into these Terms of Use and is an integral part of these Terms of Use. If you do not agree with everything set forth in these Terms of Use (including our Privacy Policy), do not use or attempt to use our Website.

Acceptance of Terms and Changes to Terms of Use

You understand we have the right to change these Terms of Use from time to time and we will post the revised Terms of Use on the Website and update the “Effective Date” to reflect the effective date of the changes. We may post changes in these Terms of Use without advance notice to you, and if the changes being made are material, and may, at our option, also choose to alert you to the changes in a more prominent way (e.g., via email). You acknowledge and agree that if you use the Website after we post changes, you will have agreed and accepted the Terms of Use with any and all changes and modifications we have made. If you do not agree to all of the changes we make, do not use our Website. We have the right to suspend, restrict or otherwise limit your use of our Website and any features, functions or services that may be available from time to time without any notice to you. You also agree that if you violate these Terms of Use or if we have reason to believe you have done so or will do so, we have the right to terminate your use of our Website without notice.

Not an Offer of Advisory Services or Securities

This Website is limited to the dissemination of general information about the services provided by us. This Website and the information contained herein do not constitute and should not be construed as an offering of advisory services or an offer to sell or solicitation to buy any properties or related financial instruments in any jurisdiction. Responses to any inquiry that may involve the rendering of investment advice or effecting or attempting to effect transactions in securities will not be made absent compliance with applicable laws or regulations or applicable exemptions or exclusions therefrom. Photos used in this website were selected based on visual appearance and are for illustrative purposes only.

Content

We make our Website available to provide you with information about our business (hereinafter, “Content”). We make no warranties or representations as to the accuracy, completeness or timeliness of the Content provided on the Website. Because the Website may contain inaccuracies or typographical errors and may not always be updated to reflect current information, whether the Content has been provided by us or by third parties, you should not rely on the Content on our Website and if you do, it is at your sole and exclusive risk, and we are not liable or responsible if you do.

You acknowledge and agree that we have the right (but not an obligation) to monitor the Website in our sole discretion, and, consistent with our Privacy Policy, to disclose information as necessary or appropriate to satisfy any law or regulation or any governmental or judicial order or requirement, to operate our Website properly and/or to protect the Website, our interests and the interests and rights of other users to use our Website. If we are notified of or identify any conduct that does or may violate these Terms of Use or any applicable law, rule or regulation, we may investigate and take whatever action we deem appropriate based on our findings, in our sole discretion, including terminating your use of the Website, without notice and without liability or responsibility of any kind.

The Content of the Website is protected, among other things, by copyright under United States and foreign laws and treaties. Unauthorized use of the Content may violate copyright, trademark, and other laws and subject you to civil and/or criminal prosecution. The trademarks, service marks, logos and other indicia of origin (collectively, the “Marks”) used on this Website are owned by us and other third parties. No license or right to use any Marks is granted to you, whether by implication or otherwise, and any use of any Marks contained on this Website is expressly prohibited unless authorized in writing by the owner. You may not reproduce, modify, create derivative works from, display, frame, perform, publish, distribute, disseminate, transmit, broadcast or circulate any such Marks to any third party (including displaying or distributing the Marks using a third party website) without STOCKDALE’s prior written consent. All rights not explicitly granted herein are reserved.

Restrictions on Use of the Website

We authorize you to view a single copy of Content on the Website solely for your lawful use, subject to the provisions of these Terms of Use, including, without limitation, the requirement that you maintain all copyright and other proprietary notices contained in the Content.

You agree not to engage in any of the following activities, behavior or conduct:

  • deletion or alteration of any Content;
  • any action that imposes an unreasonable or disproportionately large load on the Website infrastructure;
  • impersonating any person, business, entity, or IP address (e.g., IP spoofing);
  • the use of any data mining, robots, spiders, scraping or other automated processes, means or methods for the purposes of monitoring, copying, or data gathering or extraction;
  • the use of any directory information to post or transmit any unsolicited advertising, promotional materials, junk mail, spam, chain letters, telephone calls or other solicitations.
  • conduct that disrupts, overwhelms, attacks, modifies, reverse engineers or interferes with the Website or its associated software, hardware and/or servers in any way;
  • any action that impedes or interferes with the use of the Website by others; or
  • any action that otherwise violates these Terms of Use, including the Privacy Policy.

You may not copy, use, download, modify, frame, publish, download, transmit, retransmit, transfer, sell, license, reproduce, create derivative works from, distribute, perform, display, disseminate, rearrange, redistribute, alter, adapt, crop, resize, move, remove, delete or in any way exploit or make commercial use of, any of the Content, in whole or in part, directly or indirectly, without our prior written consent and/or the consent of the owner thereof, except as expressly permitted in these Terms of Use or under applicable law. Unless express permission is granted by us and by all other entities with an interest in the relevant intellectual property, you may not change or delete any author attribution, trademark, legend or copyright notice. Without limiting the foregoing and for the avoidance of doubt, you must abide by all additional copyright notices, posted rules, regulations and restrictions contained on the Website.

You agree to cooperate with any efforts we undertake to identify and prevent illegal or unauthorized use of our Website or any other such activity (e.g., fraud) or violation of these Terms of Use or any attempt to do any of these things.

Idea Submission/Use of Information

If you submit a comment, suggestion or any other material to us (excluding any illegal content) (“Feedback”), including through the “Contact Us” forum on the Website, you hereby assign all ownership in and to such Feedback to STOCKDALE, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant to STOCKDALE a non-exclusive right to use, display, reproduce, modify and distribute the Feedback in whole or in part, anywhere in perpetuity in any and all media, whether alone or together or as part of any material of any kind or nature. Without limiting any of the foregoing, STOCKDALE will have the right to use, copy, display, perform, distribute, modify and re-format Feedback in any manner that STOCKDALE may determine. By submitting Feedback, you represent and warrant to STOCKDALE that you have all necessary rights in and to such Feedback and all information it contains and that such Feedback does not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.

Disclaimer of Warranty

The Website and Content are provided on an ‘as is’ and ‘as available’ basis without any representations or warranties of any kind. To the fullest extent permitted by law, we disclaim all warranties, including the warranty of merchantability, title, non-infringement and any warranty of fitness for a particular purpose, and we make no representation or warranty about the accuracy, reliability, completeness, intent, usefulness or timeliness of the Website and/or the Content.

For the avoidance of doubt, we make no representation or warranty that: (i) the Website will meet your requirements or that its operation or your use will be uninterrupted, available, timely, secure or error-free; (ii) the quality of the Website or Content will meet your expectations; (iii) any errors in the Website or Content will be corrected; or (iv) any of the Content is appropriate or may be downloaded outside of the United States. If your use of our Website or any Content results in the need for service to, or replacement of, equipment or data, we are neither responsible, nor liable for those costs. Your use of and any reliance upon the Website are at your own risk.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER WE, NOR ANY CONTENT PROVIDERS, NOR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MANAGERS, ADVISERS, BENEFICIAL OWNERS, CONTRACTORS, SUPPLIERS, LICENSORS AND AGENTS, ARE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF OR RESULTING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO ACCESS OR USE THE WEBSITE OR THE CONTENT, HOWEVER SUCH DAMAGES ARE CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY REGARDLESS OF THE FORM OF ACTION OR BASIS OF THE CLAIM AND EVEN IF WE OR ANY OTHER HAS BEEN ADVISED OF THE POSSIBILITY OF INJURY, DAMAGES, LOSSES OR EXPENSES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THOSE PARTICULAR LIMITATIONS MAY NOT APPLY TO YOU.

IN THE EVENT YOU TRANSMIT, INTRODUCE, OR OTHERWISE CAUSE ANY DISRUPTION OF THE WEBSITE, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LIABILITIES AND COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) ARISING FROM ANY AND ALL CLAIMS. “DISRUPTION” INCLUDES, BUT IS NOT LIMITED TO, DISTRIBUTION OF UNSOLICITED ADVERTISING OR CHAIN LETTERS, PROPAGATION OF COMPUTER WORMS, VIRUSES OR OTHER HARMFUL CODE, AND/OR USING THE WEBSITE TO MAKE UNAUTHORIZED ENTRY TO ANY OTHER DEVICE, PROGRAM, INFORMATION OR DATA ACCESSIBLE VIA THE WEBSITE. YOU SHALL BE SOLELY LIABLE FOR ANY DAMAGES, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) ARISING OUT OF INFRINGEMENT OF PROPRIETARY RIGHTS OR ANY OTHER HARM ARISING FROM THE UPLOADING, POSTING OR OTHER SUBMISSION OF MATERIALS (INCLUDING ANY FEEDBACK) BY YOU.

IF YOU HAVE A DISPUTE WITH US OR ARE DISSATISFIED WITH THE WEBSITE OR ANY CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE AND DISCONTINUE YOUR USE OF OUR WEBSITE. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU. YOU AGREE THAT WE WOULD NOT HAVE AGREED TO PROVIDE THE WEBSITE TO YOU IF YOU DID NOT AGREE TO THESE LIMITATIONS.

Indemnity and Release

You agree to indemnify and hold us, our affiliates, officers, directors, members, agents, representatives, employees, partners, managers, advisers, beneficial owners, suppliers and licensors (collectively, “Indemnified Parties”) harmless from and against any and all demands, claims, threats and/or actions (including all costs, expenses and attorneys’ fees) arising from or related to your breach of these Terms of Use or your use of the Website (each, a “Claim”). We have the right to control the defense of any Claim and all negotiations for settlement or compromise and you agree to fully cooperate with us in doing so.

Without limiting anything set out above, you hereby release each of the Indemnified Parties from all damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with these Terms of Use or your use of the Website. You further agree that this release extends to any party claiming under you and that no insurance company will have any right of subrogation. If you are a California resident, you expressly waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Links to Other Sites

Our Website may contain links to third party websites (including the Client Portal website and any external websites) and if you click on (i.e., select) such a link, your browser will leave our Website. Our Terms of Use do not apply to and we do not control or endorse any such third party website, nor do we assume any responsibility for any of its content features, functions or materials. You should review the terms and conditions and privacy policies that apply to these third party websites so you will know the terms that apply to you when you visit their websites.

Copyright Policy, Linking Policy

Our Website is protected by applicable copyright laws. Accordingly, you may not copy, distribute, modify, post or frame-in the STOCKDALE Website, including any text, graphics, video, audio, software code, user interface design, logos or other Content contained herein.

Unless you and STOCKDALE have agreed otherwise, links from another website to STOCKDALE’s Website should resolve to the top-level homepage of STOCKDALE’s domain. In order to avoid confusion if you do link from another website to STOCKDALE’s Website, your website, and the link itself, may not suggest that STOCKDALE endorses, sponsors or is affiliated with any non- STOCKDALE website, entity, service or product, and may not make use of any STOCKDALE trademarks or service marks other than those contained within the text of the link.

Suspention and Termination

We may suspend or terminate your access to the Website at any time and for any reason, including for violation of these Terms of Use. In the event of termination, you are no longer authorized to use or access the Website and you shall have no recourse and STOCKDALE shall have no liability as a result of any such termination. All provisions of these Terms of Use relating to warranties, indemnities, confidentiality obligations, proprietary rights, and limitation of liability shall remain effective despite such termination.

General

These Terms of Use govern your use of the Website and constitute the entire agreement between you and us regarding the subject matter. These Terms of Use are governed by the substantive laws of the State of California, without regard to its conflict of law principles. Jurisdiction for any claims arising under these Terms of Use shall exist exclusively with the state or federal courts in or nearest to Los Angeles. You agree that you will not file a class action, or participate in a class action. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A JURY TRIAL.

Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision or any other. If any provision is held to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions, all of which shall remain in full force and effect. You agree that, regardless of any law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms of Use must be filed within one (1) year after such claim or cause of action arose. Section headings are for convenience only and have no legal or contractual effect. These Terms of Use and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Questions

If you have any questions about these Terms of Use, please complete our “Contact Us” form on our Website.

Effective Date: September 1st, 2017

 

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