Welcome to the Salient Partners, L.P. Web site. The following paragraphs detail the terms and conditions under which the site is offered. Your use of the Web site signifies your acceptance of those terms and conditions. Aspects or features of the site, and the terms and conditions for use of the site, may change at any time.
ACCESS AGREEMENT FOR GUESTS OF Salient Partners, L.P.
This Access Agreement is between Salient Partners, L.P. (including any affiliates, divisions or units) (collectively, "Salient Partners, L.P."), and any guests or clients of Salient Partners, L.P. ("you" or "your"), and relates to certain information ("Information") to which you will have electronic access through Salient Partners, L.P.’ World Wide Web site on the Internet ("Site"):
Guest: Any user of the Site other than a current client of Salient Partners, L.P.
Client: Any current client of Salient Partners, L.P. If you are a Salient Partners, L.P. client, this Agreement is in addition to, and does not nullify, any other agreement between you and Salient Partners, L.P. governing the conduct of your relationship with Salient Partners, L.P.
You acknowledge that this Site is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security which may be referenced in the Site. Offers can only be made where lawful under applicable law. If you wish to learn more about information contained on this Site, you may contact a representative of Salient Partners, L.P.
1. SERVICES PROVIDED
A Guest and/or Investor will be deemed to accept and agree to be bound by the terms and conditions of this Agreement by using the site. See section 6 below. Salient Advisors shall provide you with electronic access, through your computer or other electronic device (collectively "Computer"), to the Information, including, but not limited to, the provision of Information through the Site by means of an unaffiliated Internet service provider (the "Provider") and the ability to communicate electronically with Salient Advisors ("E-mail"). Salient Advisors may cancel or change the Information at any time upon printed or electronic notice. Your continued use of the Information following the posting or notice of any changes will constitute your acceptance of such changes. You agree not to attempt to connect to the Site, to use the Information or to view any of the Information if you do not agree to the terms of this Agreement.
2. ELECTRONIC COMMUNICATION
Information permits you to communicate electronically by sending an E-mail message to Salient Partners, L.P. You agree not to use E-mail for the transmission of orders to purchase or sell a security or to transfer funds, or to transmit any private personal information (including but not limited to birthdates, social security or tax identification numbers, bank account information and credit card numbers), to give notice of a change of address or to give Salient Partners, L.P. any time-sensitive instructions. In addition, if you are a Salient Partners, L.P. Client, you agree not to use E-mail made available through the Information to give Salient Partners, L.P. any instruction affecting your account(s) or any linked accounts, including, but not limited to, placing orders to purchase or sell a security or to transfer funds. Salient Partners, L.P. shall not be liable for any actions taken or any omissions to act as a result of any E-mail message you send to Salient Partners, L.P. for any of the aforementioned purposes.
3.PROPERTY RIGHTS IN INFORMATION AND SERVICES; SUITABILITY AND COMPLIANCE WITH LAW
A. Any Information provided through the Site is being provided by Salient Partners, L.P. only for your personal, non-commercial use and display. You may download the Information to the Computer and print out a hard copy for your personal reference, provided that you agree not to remove any copyright or other notices contained therein.
B. The Information is the property of Salient Partners, L.P. or its licensors and is protected by applicable copyright, patent, trademark or other intellectual property laws. Except as expressly authorized herein, you may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such Information provided in any manner (including electronic, print or other media now known or hereafter developed) without the written consent of Salient Partners, L.P. You also agree not to use the Information for any unlawful purpose, and you shall comply with any request of Salient Partners, L.P. or any of the third party providers to protect their respective rights in the Information.
C. Although the Information may include material about the investment process generally as well as research or commentary relating to specific investment strategies or securities, Salient Partners, L.P. does not provide investment advice through the Site and does not represent that any such strategies or securities are suitable for you. In addition, you agree to make your own independent evaluation of the investment merits and suitability for you of any such strategies or securities. Such information shall not be deemed to be a solicitation of a transaction by Salient Partners, L.P. or any third party provider. The Information contained on the Site reflects the authors' analysis as of the published date. Other authors may have different, and possibly less favorable, analyses. The accuracy, completeness or timeliness of such Information cannot be guaranteed and is subject to change without notice. Reliance upon any Information or statement contained in the Site, or on any links from this Site to any third- party site shall be at your risk. Neither Salient Partners, L.P., nor any affiliated entity of Salient Partners, L.P., nor any of the respective agents, employees, or information providers shall be liable to you or anyone else for any inaccuracy, error, omission, interruption, timeliness, completeness, deletion, defect, alteration, or use of any content herein, regardless of cause. Neither Salient Partners, L.P. nor any third party provider is under an obligation to update the Information to reflect circumstances that may occur after the earlier of the date first appearing on the Site or the date contained on the Information. You also acknowledge that the Information will not be used by you as tax or legal advice.
D. In the event you use the Site, the Information, or the links included on the Site to gain access to a World Wide Web site or an Internet location or source of information of any company, organization or person other than Salient Partners, L.P., or to any other Internet location, you acknowledge that such other sites or locations are not under the control of Salient Partners, L.P., you agree that Salient Partners, L.P. shall not be responsible for any information or other links found at any such World Wide Web site or Internet location or sources of information, or for your use of such information, and you agree that Salient Partners, L.P. does not endorse such links. Salient Partners, L.P. provides such links only as a convenience to you, and has not tested any software or verified any information found at such sites. The fact that Salient Partners, L.P. has provided a link to another site does not signify an endorsement of the site or its contents by Salient Partners, L.P. There are inherent risks in the use of any software or information found on the Internet, and you acknowledge that you understand these risks before making any use of the Site or the Information.
E. Transmission or use of any material in violation of this Agreement, or any applicable law, rule or regulation (whether of the United States or other countries), or the rights of any third party is prohibited. This includes, but is not limited to, copyright material, material which is defamatory, threatening, obscene, lewd and indecent, material protected by trademark, trade secret, or patent laws, or material that result in an invasion of privacy.
F. You understand and acknowledge that Salient Partners, L.P. and/or its agents and employees may employ investment strategies contrary to the strategies, opinions or illustrations provided herein, both for client accounts and for their own accounts.
4. WARRANTIES AND LIMITATION OF LIABILITY REGARDING THE INFORMATION
A. THE ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS OF THE INFORMATION CANNOT BE GUARANTEED. Salient Partners, L.P. AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT HAVE ANY RESPONSIBILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES YOU MAY INCUR FROM ANY RELIANCE BY YOU ON INFORMATION OR FOR THE RELIABILITY, ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS THEREOF, OR FOR ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY PART OF THE INFORMATION, OR FOR ANY UNAUTHORIZED USE BY YOU OF E-MAIL.
B. YOU UNDERSTAND THAT ANY QUOTATIONS PROVIDED AS PART OF THE INFORMATION MAY BE DELAYED AND MAY NOT REFLECT THE PRICES AT WHICH THE QUOTED SECURITIES MAY BE BOUGHT OR SOLD. YOU SHOULD NOT MAKE ANY DECISIONS TO BUY OR SELL SECURITIES BASED ON SUCH QUOTATIONS OR ON ANY OTHER INFORMATION ACCESSED ON OR THROUGH THE SITE. YOU UNDERSTAND THAT Salient Partners, L.P. DOES NOT GUARANTEE THAT IT WILL CONTINUE TO MAKE THE INFORMATION AVAILABLE TO YOU WHETHER BY THE SAME METHODS CURRENTLY USED OR OTHERWISE. YOU AGREE NOT TO HOLD Salient Partners, L.P. LIABLE FOR ANY DAMAGES ARISING FROM A DISCONTINUATION OR MODIFICATION OF ALL OR PART OF THE INFORMATION.
C. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Salient Partners, L.P. AND ITS AFFILIATES, AGENTS AND LICENSORS HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ERROR-FREE AND UNINTERRUPTED SERVICES. Salient Partners, L.P. DOES NOT WARRANT, GUARANTY, OR MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OR ASSUME ANY LIABILITY TO YOU REGARDING (i) THE USE OR THE RESULTS OF THE USE OF THE INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL RESULTS BASED UPON USE OF THE INFORMATION OR ANY DELAY OR LOSS OF USE OF THE INFORMATION, OR (ii) SYSTEM PERFORMANCE AND EFFECTS ON OR DAMAGES TO SOFTWARE AND HARDWARE IN CONNECTION WITH ANY USE OF THE SITE OR INFORMATION.
D. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, Salient Partners, L.P. SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION, THROUGH THE INFORMATION, OF A COMPUTER VIRUS, OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT, OR OTHERWISE IMPEDE IN ANY MANNER THE AVAILABLILITY OF THE INFORMATION OR ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY.
E. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, Salient Partners, L.P. MAKES NO REPRESENTATION AND ASSUMES NO LIABILITY REGARDING THE QUALITY, SAFETY, ACCURACY, OR SUITABILITY OF ANY INFORMATION OR SOFTWARE FOUND ON ANY OTHER SITE NOT UNDER Salient Partners, L.P.’ CONTROL.
F. Salient Partners, L.P. AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU RELATED IN ANY WAY TO YOUR USE OF THE INFORMATION. EXCEPT AS OTHERWISE PROVIDED BY LAW, Salient Partners, L.P. SHALL HAVE NO LIABILITY FOR LOSSES CAUSED BY THE NEGLIGENCE, ACTIONS OR FAILURE TO ACT OF THE PROVIDER OR ANY THIRD PARTY PROVIDER, AND TO THE EXTENT PERMITTED BY LAW, NEITHER Salient Partners, L.P. NOR THE PROVIDER OR ANY THIRD PARTY PROVIDER SHALL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (REGARDLESS OF WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE), OR FOR ANY LOSS THAT RESULTS FROM A CAUSE OVER WHICH Salient Partners, L.P. OR ANY OTHER SUCH ENTITY DOES NOT HAVE CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, UNAUTHORIZED ACCESS, STRIKES, FAILURES OF COMMON CARRIER OR UTILITY SYSTEMS, SEVERE WEATHER, OR OTHER CAUSES COMMONLY KNOWN AS "ACTS OF GOD".
5. YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that you are of the age of majority.
Password Protected Areas:
Access to and use of password-protected and/or secure areas of the site are restricted to authorized users only. You may not obtain or attempt to obtain unauthorized access to such parts of our site, or to any other protected materials or information, through any means not intentionally made available by The Funds for your specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.
7. GOVERNING LAW
Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law. By browsing or accessing this Site, you accept and agree to be bound by the laws of such jurisdiction. In the event that you do not agree to be bound by such laws, you must immediately discontinue your browsing or access to the Site. The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which you reside. You agree that any action to enforce the Agreement shall be brought in the federal courts located in Delaware.
Either you or Salient Partners, L.P. may terminate this Agreement and your access to the Information at any time. Salient Partners, L.P. may discontinue or change the Information, or its availability to you, at any time. Any violation or breach by you of any of the terms of this Agreement will be cause for Salient Partners, L.P. to terminate your access to the Information without notice. Paragraphs 4, 6 and 11 shall survive the termination of this Agreement.
The rescue and/or any commercial redistribution of the Information is not permitted. This Agreement and your rights and obligations hereunder may not be assigned by you without the written permission of Salient Partners, L.P. and shall inure to the benefit of Salient Partners, L.P., its successors and assigns whether by merger, consolidation or otherwise. Salient Partners, L.P. may assign this Agreement or any of its rights or obligations under this Agreement to a company affiliated with, or any successor to an assignee of Salient Partners, L.P. to any other third party.
A. This Agreement represents the complete and exclusive statement of the agreement and understanding between you and Salient Partners, L.P., regarding our rights to access and use the Information on the Site, and supersedes all prior and contemporaneous agreements and representations regarding such subject matter. Except as herein provided, no waiver, modification or amendment of any provision of this Agreement shall be effective against Salient Partners, L.P. unless the same is in writing and signed by an authorized official of Salient Partners, L.P. Salient Partners, L.P. may modify these terms and conditions at any time upon written notice or electronic posting to the Site. Salient Partners, L.P. reserves the right, in its sole discretion, to deny access to any user to this Site, or any portion hereof. You agree that if you use the Information after such notification of changes in the Agreement, you will be bound to all such changes. At the time of such modification, you will have the opportunity to reject such modification, which rejection shall constitute a termination of this Agreement and of your rights to access and use the Site and Information. Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect.
B. Salient Partners, L.P.’ failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on the part of Salient Partners, L.P. to exercise any power or right given to Salient Partners, L.P. in this Agreement, or a continued course of such conduct on the part of Salient Partners, L.P. shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise, all rights and remedies given to Salient Partners, L.P. in this Agreement are cumulative and not exclusive of any other rights or remedies which Salient Partners, L.P. otherwise has at law or equity.
As a condition of your use of the Site, you hereby indemnify and hold harmless Salient Partners, L.P., (and its directors, officers, employees, control persons, vendors, licensors and agents), the Provider, and any third party provider from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) arising out of or related to your breach of your agreements, representations and warranties contained in this Agreement or your use of the Information (i) in violation of this Agreement; (ii) in violation of any rights of Salient Partners, L.P., the Provider and any third party Information Provider, including copyright, patent, trade secret, trademark, or other intellectual property rights and publicity and privacy rights; or (iii) in violation of any applicable law, rule or regulation. This indemnification shall be binding upon you and your executors, heirs, successors and assigns.
BY ACCESSING THIS SITE, I AGREE THAT (a) I HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS; AND (b) I ACKNOWLEDGE THAT I HAVE READ AND RECEIVED ELECTRONICALLY A COPY OF THIS AGREEMENT.