PROVASI CAPITAL PARTNERS LP WEBSITE TERMS AND CONDITIONS
LICENSE TO THE CONTENT.
Provasi, through its parent company, grants you a limited, nonexclusive, nontransferable license during the Term (defined below) to access the Website solely to display the Content for informational purposes only and to print and/or save copies of the Content with or on your personal computer, solely for your use in obtaining information regarding the Stratera Entities or your existing Provasi-distributed investment through your account with the Website, if any. Any other use of the Content or the Website is expressly prohibited. All other rights in the Content and the Website are reserved by Provasi and its licensors. Provasi reserves all rights in the Website and you agree these Terms and Conditions do not grant you any rights in or licenses to the Website, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another Website, engage in any systematic data collection activities, or in any other way exploit any of the Content or any other part of the Website or any derivative works thereof, in whole or in part for commercial or non-commercial purposes without the express prior written permission of Provasi. Without limiting the foregoing, you will not frame or display the Website (or any part of the Website) as part of any another website or any other work of authorship without the express prior written permission of Provasi.
PRODUCTS AND SERVICES.
The information regarding the Stratera Entities or other Provasi-distributed investments provided on the Website may change at any time. In addition, eligibility or suitability requirements or the objective to create an account with the Website may apply for access to this information or any transaction with or regarding the Stratera Entities or Provasi-distributed investments, and they may not be available in all geographic areas.
Although Provasi has tried to provide accurate and timely information on the Website, please be aware that the Website (including without limitation the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. The information published on the Website is provided for informational purposes only with no expectation or warranty as to the accuracy thereof. If you need specific details about any information contained in this Website, you should contact Provasi as provided in the "Contact Us" section of the Website.
As a condition of your use of the Website, you represent and warrant that you shall not use the Website for any purpose that is unlawful or that is prohibited by these Terms and Conditions. You will not submit any false, misleading or inaccurate information to the Website. You will abide by all applicable local, state, national and international laws and regulations and you shall be solely responsible and liable for all of your acts or omissions that occur while you use the Website. By way of example, and not as a limitation, you will not use the Website to:
- Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;
- Publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral, or otherwise objectionable material or information;
- Transmit or upload any material to the Website that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
- Interfere with or disrupt the Website networks or servers;
- Harvest or otherwise collect information from the Website about others, including, without limitation, e-mail addresses, without proper consent; + Use the account, login identification, or password of another party to access the Website or any account on this Website;
- Otherwise attempt to gain unauthorized access to the Website, any Website account, other accounts, computer systems or networks connected to the Website, through password mining or any other means; or
- Interfere with another party's use or enjoyment of the Website.
If you maintain an account that you access via this Website, you are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities occurring under your account or password that are due to your conduct, inaction, or negligence. Provasi has no obligation to monitor your use of the Website or retain the content of any of your sessions on the Website. By transmitting information through the Website, you accept the risk that such information, as well as any information that we transmit to you, may be intercepted by third parties. In addition, messages that you send to us by e-mail may not be secure. WE RECOMMEND THAT YOU DO NOT SEND ANY CONFIDENTIAL INFORMATION TO US BY E-MAIL. IF YOU CHOOSE TO SEND ANY CONFIDENTIAL INFORMATION TO US VIA E-MAIL, YOU ACCEPT THE RISK THAT THIS INFORMATION MAY BE INTERCEPTED BY A THIRD PARTY. All information submitted through the Website will be deemed to be the property of Provasi. By submitting any information to us through the Website, you grant us an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute information. You also agree that Provasi is free to use for any purpose any ideas, concepts, know-how or techniques that you submit to us through the Website. Provasi reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or as otherwise may be legally permissible.
DISCLAIMER OF WARRANTIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVASI AND THE OTHER STRATERA ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND IN RESPECT OF THIS WEBSITE, INCLUDING WITHOUT LIMITATION REGARDING ANY CONTENT OR OTHER INFORMATION ACCESSED THROUGH THIS WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. NO MATERIALS OR OTHER ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN OR IN ANOTHER FORM, OBTAINED BY YOU THROUGH THIS WEBSITE OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THIS WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY APPLICATIONS THEREON OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED TO YOU "AS IS."
LINKS WITH OTHER WEBSITES.
Provasi may provide links to other websites or resources ("Linked Sites"). You acknowledge and agree that neither Provasi nor any other Stratera Entity has control over and is not responsible for the Linked Sites. Any descriptions of, references to, or links to other publications or services does not constitute an endorsement, authorization, sponsorship by or affiliation with Provasi or other Stratera Entities with respect to any Linked Site or its sponsor, unless expressly stated by Provasi. Any such information or websites have not necessarily been reviewed by any Stratera Entity and are provided or maintained by third parties over whom Stratera Entities exercise no control. You agree that the Stratera Entities shall not be responsible or liable, directly or indirectly, for any damage or loss arising out of or relating to the Linked Sites, including, without limitation, content, property, goods or services available on the Linked Sites. Links to this Website are not permitted without the express prior permission of Provasi.
You agree to defend, indemnify, and hold each of the Stratera Entities harmless from any and all damages, costs and expenses, including without limitation reasonable attorneys' fees, arising out of or relating to any and all third party claims, demands or allegations arising out of or relating to your use of this Website, including without limitation arising out of or relating to your violation of the Terms and Conditions, any applicable laws, or your violation of any rights of a third party.
Provasi reserves the right to change, modify, amend and/or update the Terms and Conditions at any time with or without prior notice. You are responsible for reviewing the Terms and Conditions each time you use or access the Website, and your continued use of the Website following any such modifications constitutes your agreement to the modified Terms and Conditions. Provasi reserves the right to modify or temporarily discontinue your access to this Website or parts thereof, with or without notice to you. You agree that no Stratera Entity shall be liable to you, your principal or any third-party for any modification to the Website or your access to the Website.
To use the Website, you must at no cost to Provasi or other Stratera Entity: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access; and (b) provide all equipment necessary for you to make such connection to the World Wide Web, including, without limitation, a computer and modem or broadband Internet connection.
SECURITIES LAW AND OFFERINGS.
Please consult your tax and/or your financial advisor for more information on how investment products of the type offered by Provasi may pertain to your particular investment strategy. This Website contains forward-looking statements relating to the business and financial outlook of Provasi-distributed programs that are based on current expectations, estimates, forecasts, and projections and are not guarantees of future performance. Actual results may differ materially from those expressed in these forward-looking statements, and investors should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward looking statements contained in this Website. Such factors include those described in the "Risk Factors" section of the latest applicable prospectus or private placement memorandum for the offering of Provasi-distributed investments. Forward-looking statements in this Website speak only as of the date on which such statements were made, and Provasi undertakes no obligation to update any such statements that may become untrue because of subsequent events. Diversification does not ensure a profit or guarantee against a loss. There can be no assurance that the investment objectives described for any particular investments will be achieved.
Investments in Provasi-distributed investments are subject to substantial risks.
For more information about Provasi-distributed investments, including investment policies, charges, expenses and risks, call us toll free at 800.655.3600. There can be no assurance that the objectives of any Provasi-distributed investment will be achieved. There is no guarantee that past performance will continue in future results. There is no assurance that a secondary market will exist for Provasi-distributed investment securities.
The material in this Website does not constitute an offer to sell, or a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus or private placement memorandum. This material must be read in conjunction with the applicable prospectus or private placement memorandum in order to fully understand all the implications and risks of any offering of securities to which it relates.
NOT AN OFFER.
This content posted on the Website is provided solely for informational purposes. The material in this Website does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. Such an offering is made only by means of applicable offering documents. Certain of the information contained in the Website relates to Provasi-distributed investments (the "Investments"). Investments are offered by Provasi Capital Partners LP as dealer manager. Certain Investments are affiliated entities of Provasi; see the applicable offering documents for further information. Provasi Capital Partners LP is a member of FINRA and SIPC.
Provasi may, in its sole discretion, immediately terminate your access to this Website should you fail to adhere to these Terms and Conditions. You agree that the Behringer Entities shall not be liable to you or any third party for termination of these Terms and Conditions. Should you object to any terms or conditions of these Terms and Conditions or any subsequent modifications to these Terms and Conditions or become dissatisfied with any part of the Website in any way, your sole and exclusive remedy is to immediately: (1) terminate use of the Website; and (2) notify Provasi in writing of your termination of your agreement to these Terms and Conditions. The period during which you are permitted to use this Website is referred to herein as the "Term." Upon expiration of the Term or termination of these Terms and Conditions, your license rights to access the Website immediately cease. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 and any other provision of these Terms and Conditions that by their terms or necessary implication would survive after termination shall survive and remain in full force and effect after termination.
YOU AGREE THAT ANY DISPUTE ARISING IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE PERFORMANCE OFANY PARTY UNDER THESE TERMS AND CONDITIONS OR OTHERWISE RELATING TO THESE TERMS AND CONDITIONS SHALL BE REFERRED TO BINDING ARBITRATION IN DALLAS, TEXAS, IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION BY A PANEL OF THREE ARBITRATORS. EACH OF THE PARTIES SHALL NAME ONE ARBITRATOR. THE THIRD ARBITRATOR SHALL BE SELECTED BY THE TWO NAMED ARBITRATORS FROM THE LIST OF THE CURRENT ACTIVE MEMBERS OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION SHALL BE BINDING, FINAL, NOT APPEALABLE, ENFORCEABLE AND IN LIEU OF ANY RIGHT TO SUE OR SEEK OTHER ARBITRATION IN ANY COURT OR TRIBUNAL. NOTWITHSTANDING THE FOREGOING, EITHER YOU OR ANY OF THE STRATERA ENTITIES SHALL BE ENTITLED TO APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR A TEMPORARY RESTRAINING ORDER, PRELIMINARY INJUNCTION, PERMANENT INJUNCTION OR OTHER EQUITABLE RELIEF, WITHOUT BREACH OF THIS ARBITRATION PROVISION.
You acknowledge that any use or threatened use of this Website or Content in a manner inconsistent with these Terms and Conditions shall cause immediate irreparable harm to Provasi and Stratera Entities for which there is no adequate remedy at law. Accordingly, you acknowledge and agree that Provasi and the other Stratera Entities shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by you. You agree and stipulate that Provasi and the Stratera Entities shall be entitled to such injunctive relief without posting a bond or other security; provided however that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $1,000 shall be sufficient. Nothing contained herein shall limit the right of Provasi or any other Stratera Entity to any remedies at law, including without limitation the recovery of damages from you for breach of these Terms and Conditions, as applicable.
YOU WILL NOT ASSIGN, INCLUDING WITHOUT LIMITATION BY OPERATION OF LAW, CHANGE OF CONTROL OR OTHERWISE, YOUR RIGHTS OR LICENSES TO THIS WEBSITE PROVIDED UNDER THESE TERMS AND CONDITIONS, EITHER IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF PROVASI. PROVASI SHALL HAVE THE RIGHT TO ASSIGN THESE TERMS AND CONDITIONS. ANY ATTEMPT TO ASSIGN THESE TERMS AND CONDITIONS CONTRARY TO THIS SECTION WILL BE VOID AND HAVE NO EFFECT.
COPYRIGHT AND TRADE NAMES.
ALL OF THE INFORMATION ON THIS WEBSITE, INCLUDING TEXT, IMAGES, GRAPHICS AND SOFTWARE, IS THE PROPERTY OF PROVASI'S PARENT COMPANY, STRATERA HOLDINGS, LLC, EXCEPT AS OTHERWISE INDICATED, AND IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. IN ADDITION, THE COLLECTION, ARRANGEMENT AND ASSEMBLY OF CONTENT ON THIS WEBSITE IS THE EXCLUSIVE PROPERTY OF STRATERA HOLDINGS, LLC AND IS LIKEWISE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. YOU MAY VIEW, DOWNLOAD AND REPRINT INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE (I) SOLELY FOR INFORMATIONAL PURPOSES AND FOR NO OTHER PURPOSE, AND (II) PROVIDED THAT NEITHER THE MATERIALS, NOR ANY PROPRIETARY NOTICES THEREIN ARE MODIFIED OR ALTERED IN ANY WAY.
The Website is Copyright © 2015 Stratera Holdings, LLC. All rights reserved. Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Stratera designates an agent as described below, to receive notifications of claimed infringement:
Legal name and address of service provider:
Provasi Capital Partners LP
14675 Dallas Parkway, Suite 600
Dallas, TX 75254
Name under which service provider does business:
Provasi Capital Partners LP
Stanton P. Eigenbrodt
Designated agent's address:
Provasi Capital Partners LP
14675 Dallas Parkway, Suite 600
Dallas, TX 75254
Telephone, fax, and e-mail address of designated agent:
The Website features trade names, logos and other trademarks and service marks that are the property of, or are licensed to, Stratera Holdings, LLC or other Stratera Entities. The Website may also include trademarks or service marks of third parties. All of these trademarks are the property of their owners, and you agree not to use or display them in any manner without the prior written permission of the applicable trademark owner. You also agree not to use, copy, modify or display any of these marks in any manner likely to cause confusion or in any manner that disparages or discredits any Stratera Entity.
Any notice required or allowed under these Terms and Conditions shall be deemed properly given and effective upon (a) (i) actual delivery, if delivery is by hand; (ii) upon receipt by the transmitting party of confirmation or answer back, if delivery is by telex, telegram or facsimile; (iii) five (5) days after delivery into the regular mail, postage prepaid by registered or certified mail, return receipt-requested to the respective party at the following address; or (b) if you have provided an e-mail address, to you immediately upon transmittal of an e-mail to such e-mail address:
If to you:
Such notice will be sent to you based on the contact information you have submitted to Provasi.
If to Provasi:
14675 Dallas Parkway, Suite 600
Dallas, TX 75254
ATTENTION: Chief Legal Officer
or at such other address as the parties may designate by notice given pursuant to this clause.
THE TERMS AND CONDITIONS AND THE RELATIONSHIP BETWEEN YOU AND PROVASI AND THE OTHER STRATERA ENTITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Subject to Section 13 (Arbitration), you and Provasi agree to submit to the non-exclusive jurisdiction of the courts located within the County of Dallas, State of Texas, provided that any lawsuits or other claims brought by you must be brought exclusively within the County of Dallas, State of Texas. You hereby consent and submit to the exclusive in personam jurisdiction of such courts, waive any objection based on forum non conveniens and waive any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. The failure of Provasi to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the intentions thereof as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect. Provasi shall not be liable for delays or failure to make this Website (including without limitation the Content) available, whether or not due to any cause or conditions beyond Provasi's reasonable control. Provasi agrees to make this Website available hereunder as an independent contractor, and in no event shall the employees and/or agents of any Stratera Entity be deemed your employees and/or agents. Each party acknowledges that it is not entering into these Terms and Conditions on the basis of any representation not expressly contained in the Terms and Conditions. The Terms and Conditions constitutes the entire agreement between you and Provasi (and the other Stratera Entities) concerning subject matter of these Terms and Conditions, and supersedes and cancels any and all prior or contemporaneous agreements (including any prior terms and conditions) or contracts, whether written or oral.
NOTICE TO NON-U.S. RESIDENTS.
The investment services referred to on the Website are intended to be made available to U.S. residents. The information on this Website is not intended for distribution or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation.