The companies listed on this Website include all companies in which HPH Specialized Fund 1, LP and HPH Specialized International Fund 1, LP (collectively, the “Funds”) are currently invested.
If you do not accept the terms and conditions of this Agreement, do not use this Website.
1.2 You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Legal Disclaimer” link on this Website. The revised Terms and Conditions will become effective at the time of posting. If any change to this Agreement is not acceptable, your sole remedy is to discontinue using this Website. Any use of this Website after such Effective Date shall constitute acceptance by you of such revised Terms and Conditions.
1.3 Nothing contained in these Agreement is intended to modify or amend any other written agreement you may have with WM Partners (including without limitation any subscription agreement, client agreement, non-disclosure or confidentiality agreement, limited partnership or limited liability company agreement, admission agreement, promissory note or account agreement) (“Other Agreements”) if any, that may currently be in effect. In the event of any inconsistency between this Agreement and any Other Agreement, the Other Agreement will govern. To the extent this Agreement conflicts with the terms and conditions of use relating to any password-protected area of this Website, the more specific terms and conditions of use relating to such password-protected area shall control.
2.1 In connection with your use of this Website, you agree not to:
You further agree not to violate or attempt to violate the security of this Website, including, without limitation:
Use of this Website is subject to existing laws and legal process. Nothing contained in these Terms shall limit our right to comply with governmental, court and law-enforcement requests or requirements relating to your use of this Website.
We have the right, but not the obligation, to take any of the following actions, in our sole discretion, at any time and for any reason without giving you any prior notice:
We may investigate occurrences that may involve violations of the security of this Website or of the law and we may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right to disclose any information about you or your use of our Website in connection with any investigations by us or law enforcement authorities.
2.2 This Website may contain and/or make available for download material, such as software, text, graphics, images, works of authorship and other material (collectively referred to as the “Content”). The Content may be owned by us or may be provided through an arrangement we have with others. The Content is protected by copyright under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. However, you may print a reasonable number of copies of the Content for your personal use provided that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other Website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and Website automatically terminates and you must immediately destroy any copies you have made of the Content.
2.2 The trademarks, service marks and logos of WMP (the “WMP Trademarks”) used and displayed on this Website are registered and unregistered trademarks or service marks of WMP. Other company, product and service names located on this Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with WMP Trademarks, the “Trademarks”). Nothing on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website, without the prior written permission of WMP specific for each such use. The Trademarks may not be used to disparage WMP or the applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by WMP in writing. All goodwill generated from the use of any Company Trademark inures to our benefit.
2.3 This Website contains links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
2.4 We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
2.5 Your use of any linked External Sites and services is subject to the terms and conditions set by the third-party site or service in question. We have no control over these third parties, and we are not responsible for their activities. We are not responsible for and have no control over the privacy policies of those sites. We encourage you to review the privacy policies of those sites prior to providing them with any information.
3.1 The information and services provided on this Website are for your informational purposes only. Nothing contained herein constitutes an offer, recommendation or solicitation to sell or a an offer, recommendation or solicitation to buy any interest in any investment vehicle managed by WM Partners or any company in which WM Partners or any of its affiliates have invested. Nothing contained herein constitutes professional or financial advice nor does any information contained herein constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. While WM Partners uses reasonable efforts to obtain information from sources believed to be reliable, WM Partners makes no representation that the information or opinions contained in this Website are accurate, reliable or complete. This Website does not intend to provide investment, tax or legal advice. WM Partners does not represent that the securities, financial instruments, products or services are suitable or appropriate for all investors. No investment decisions may be made based on information contained on this Website. It is the user’s responsibility to evaluate the accuracy, completeness and usefulness of any content provided on this Website and to weigh any decision carefully. Your use of this Website constitutes your acknowledgement that you are solely responsible for evaluating and bearing the risks and merits regarding use of this Website and should obtain relevant and specific professional advice before making any investment decision. We make no representations or warranties concerning any action taken by any person in reliance on the information provided through this Website.
3.2 Certain information on this Website may contain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “aim”, “will” or similar expressions are intended to identify forward-looking statements. WM Partners undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
3.3 Any transactions described on this Website as having been engaged in by WM Partners, the Funds or any of their respective affiliates are included as representative transactions and are not necessarily reflective of overall results of any of WM Partners’ or the Funds’ businesses. Past performance is not indicative of future results; no representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.
3.4 This Website is subject to periodic update and revision, including, but not limited to, the list of WM Partners professionals, whose status and/or title may change from time to time, as well the list of Operating Advisors to WM Partners’ funds, who are not WM Partners employees and retained by the funds and/or portfolio companies. WM Partners reserves the right, in its sole discretion, without any obligation and without any notice, to change, modify or delete the information, materials and descriptions on this Website and to suspend or deny access to it. WM Partners may discontinue or change any product or services described on this Website at any time. Materials should only be considered current as of the date of initial publication, without regard to the date on which you may access the information.
We disclaim any and all responsibility and liability for: (i) the deletion, the failure to store, the misdelivery or the untimely delivery of any information or material; (ii) any harm resulting from downloading or accessing any information or material on the Internet using search results from our Website; and (iii) any service outages that are caused by our maintenance on the servers or the technology that underlies this Website, failures of our service providers (including telecommunications, hosting and power providers), computer viruses, natural disasters or other destruction or damage of our facilities, acts of nature, war, civil disturbance or any other cause beyond our reasonable control.
Certain additional information and services available on this Website may be accessible to you only if you have been provided with a Username and Password (“Password User”). Use of such additional information and services shall be subject to additional terms and conditions. You, as a Password User, are solely responsible for (1) maintaining the confidentiality of the password and user ID and (2) all activities that occur by users of the password and user ID. The Password User shall immediately notify WMP of any loss, theft, disclosure or unauthorized use of your password, or if the confidentiality of the password has otherwise been compromised in any way. WMP will not be responsible or liable for any loss, expense or damage arising in any way from use of the password and user ID and/or the accessing of information or materials therewith.
5.1 WM PARTNERS, THE FUNDS, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS (COLLECTIVELY, THE “WMP PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE WMP PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THIS WEBSITE AND THE CONTENT AT YOUR OWN RISK.
THIS WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE WMP PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.
5.2 WE DO NOT WARRANT THAT THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. IN ADDITION, WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE CONTENT ON THIS WEBSITE. THIS WEBSITE AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THIS WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. WE MAKE NO WARRANTIES THAT (i) THIS WEBSITE WILL MEET YOUR REQUIREMENTS, (ii) THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEBSITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL THAT YOU OBTAIN THROUGH THIS WEBSITE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS WILL BE CORRECTED. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THIS WEBSITE, ANY CONTENT OR ANY OF OUR SERVICES, PRODUCTS OR PROPERTIES. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THIS WEBSITE AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT. IN ADDITION, WE DO NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF THE CONTENT ON THIS WEBSITE, AND YOU MAY NOT RELY ON ANY OF THIS CONTENT. IN NO EVENT SHALL ANY WMP PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THIS WEBSITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF A WMP PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.3 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE WMP PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless the WMP Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Website. WMP shall provide notice to you of any such claim, suit or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. WMP reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting WMP’s defense of such matter.
7.1 Termination. WMP reserves the right, in its sole discretion, to restrict, suspend or terminate this Agreement and your access to all or any part of this Website or the Content, at any time and for any reason without prior notice or liability. WMP reserves the right to change, suspend or discontinue all or any part of this Website or the Content at any time without prior notice or liability.
7.2 Survival. If this Agreement is terminated, Sections 2, 3, 4, 5, 6 and 8 shall survive the termination of this Agreement.
Elements of this Website are protected by trade dress, trademark, unfair competition and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except where allowed in Section 2. None of the Content for this Website may be retransmitted without express written consent from us for each and every instance.
This Website and services are offered from the United States. We make no representations or warranties that this Website or services are appropriate or available for use in countries outside of the United States. Visitors who choose to access this Website and services from outside of the United States do so at their own initiative and are responsible for compliance with any and all local laws and regulations that may apply to such access and use. If you use this Website outside of the United States, you consent to having your personal data transferred to and processed in the United States. Access to this Website and the services is prohibited where such access or use violates applicable laws or regulations.
This Agreement is governed by the internal substantive laws of the State of New York, without regard to any conflict of law rule or principle that would give effect to the laws of another jurisdiction. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of New York in the State of New York. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of WMP to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against WMP unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by WMP and you, this Agreement constitutes the entire Agreement between you and WMP with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees and sublicenses.