PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE AS THEY AFFECT YOUR LEGAL RIGHTS. THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.
BY ACCESSING THIS WEBSITE OR USING THE SERVICES OFFERED THEREIN, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU MAY NOT USE THIS WEBSITE.
This Website is offered to you conditioned on your acceptance without modification of the terms, conditions and notices contained herein. Your use of this Website constitutes your agreement to all such terms, conditions and notices. Adviser reserves the right to change the terms, conditions and notices under which this site is offered.
The information contained on this Website is proprietary information belonging to the Adviser or licensed from their respective licensors. This Website is owned by the Adviser. This Website and any and all accompanying screens, information, materials, user documentation, user interfaces, images, arrangements of information, related software and other proprietary property of the Adviser or its licensors accessible via this Website is and shall remain the exclusive property of Adviser and its licensors, as the case may be. All rights to this Website remain with the Adviser or its licensors. This site is for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained from this site. Except as expressly and unambiguously provided by these Terms, neither The Adviser nor any of its licensors grant you any express or implied rights, and all rights in and to the Website and its content are retained by their holders.
On the condition that you comply with all of your obligations under these Terms, the Adviser grants you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Website and use the services therein. Any other use of the Website is strictly prohibited and a violation of these Terms. The Adviser and its licensors reserve all rights not expressly granted in these Terms, including, without limitation, rights of title, ownership, intellectual property and all other rights and interests in the Website and all related items.
The Adviser does not guarantee the accuracy of this Website and the information contained therein, and such information may be incomplete or condensed. The Website may be updated at any time without notice to you, and any changes will be binding upon you if you continue to use the Website. By entering this Website, you acknowledge that all of the information contained herein shall be in strict confidence by you. Please regularly check the “Last Updated” date on these Terms to determine if the Terms have changed.
The Website is for informational purposes only and is not intended as an offer or solicitation with respect to the purchase or sale of any security or of any fund or account the Adviser manages or offers. Such offers will be made only by distribution of a private placement memorandum, subscription agreement, limited partnership agreement, articles of association or other offering documents as applicable (collectively the “Offering Documents”), and only in compliance with applicable law. The Adviser and its respective affiliates, officers, directors, employees, principals or agents, shall not be liable for damages arising out of any errors or omissions in the production or content of the Website nor will they under any circumstances be liable to you or any other person for any loss or damage (whether direct, indirect, special, incidental, economic, or consequential, exemplary or punitive) arising from, connected with, or relating to the use of, or inability to use, the Website, or any action or decision made by you or any other person in reliance on the Website (which you agree not to take on the basis of any of the information set forth herein), any material misstatements or omissions in the information presented, or any unauthorized use of reproduction of the Website.
The Website and the information contained therein should not be the basis of an investment decision. An investment decision should be based on your customary and thorough due diligence procedures, which should include, but not be limited to, a thorough review of all relevant term sheets and other offering documents as well as consultation with legal, tax and regulatory experts. Any person subscribing for an investment must be able to bear the risks involved and must meet the particular fund or account’s suitability requirements. No assurance can be given that any fund or account will meet its investment objectives or avoid losses. The terms set forth in the Offering Documents are controlling in all respects should they conflict with any other term set forth in this Website or any other marketing materials, and therefore, the Offering Documents must be reviewed carefully before making an investment and periodically while an investment is maintained.
Prohibited Uses of the Website. You agree that:
i. you will not violate these Terms or any of the Adviser’s or its licensors’ rights or use the Website to violate the rights of any third party such as copyright or trademark rights;
ii. you will use your true legal name and true electronic mail address, and only provide accurate and complete information through the Website;
iii. you will provide at your cost all equipment, software, mobile access and Internet access necessary for you to use the Website.
iv. you will copy information from the Website only as necessary for your personal, non-commercial use to view, save, print, fax or e-mail such information;
v. you will not otherwise reproduce, modify, distribute, display or provide access to the Website or its content;
vi. you will not create derivative works from, decompile, disassemble or reverse engineer any portion of the Website;
vii. you will not upload to or distribute through the Website any binary code, macros or other executable code, or any file that contains any viruses, Trojan horses or other components designed to commandeer, limit or harm the functionality of a computer;
viii. you will not record, process or mine information about other users, or access, retrieve or index any portion of the Website;
ix. you will not remove or modify any copyright or other intellectual property notices that appear on the Website;
x. you will not access or use the Website in any manner that could damage, disable, overburden, place an unreasonable load on, interfere or attempt to interfere with the proper working of, or impair, the Website, its computer systems, network or the account of any other user;
xi. you will not attempt to gain unauthorized access to any parts of the Website or any user accounts, or any of the Website’s computer systems or networks;
xii. you will not use the Website in any way that is unlawful, harms the Adviser’s business, the Adviser’s service providers, licensors, representatives or any other user, or breaches any policy or notice on the Website;
xiii. you will not impersonate another person or misrepresent your affiliation with another person or entity, such as by using another person’s user name, password or other account information or another person’s name, likeness, image or photograph;
xiv. you will not charge any person for access to any portion of the Website or any information on the Website;
xv. you will not access the Website through automated queries (such as by screen or database scraping, spiders, robots, crawlers or any other automated activity with the purpose of obtaining information from the Website) without the Adviser’s prior express written permission;
xvi. you will not engage in “framing” or “mirroring,” or otherwise simulate the appearance or functionality of the Website; and
xvii. you will not assist, encourage or enable others to do any of the preceding prohibited activities.
Representations and Warranties. You represent and warrant that:
- you are 18 years or older and you have all requisite rights and authority to use the Website and to enter into these Terms;
- the performance of your obligations under these Terms will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties;
- you will use the Services for lawful purposes only and subject to these Terms;
- you will not use the Website in any manner that could damage, disable, overburden or impair the Website, or interfere with use of the Website by others;
- any information submitted to the Website or to the Adviser by you is true, accurate, and correct;
- you understand that, except at expressly stated in these Terms, these Terms do not grant you any license to use, reproduce, distribute, display or provide access to any portion of the Website on third-party websites, or otherwise;
- you will not attempt to gain unauthorized access to the Website, other accounts, computer systems, or networks under the control or responsibility of the Adviser through hacking, cracking, password mining, or any other unauthorized means;
- you agree to immediately notify the Adviser of any unauthorized use of the Website of which you become aware;
- you are not a competitor of the Adviser or its licensors and are not using the Website or services provided by the Website for reasons that are in competition with the Adviser or its licensors;
- if you use the Website in your capacity as an employee, owner or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by these Terms;
- you will not impersonate another person or misrepresent your affiliation with another person or entity, including using another person’s username, password or other account information or another person’s name, likeness, image or photograph; and
- your consent to be bound to any consents, notices, disclosures or other records or documents to be entered into between you and the Adviser (“Electronic Contracts”), if any, whether by typing your name, checking a box, pressing a button, clicking through a link, or demonstrating other intent to be bound to such Electronic Contract, shall create a legal, valid and binding contract enforceable against you in accordance with its terms.
Indemnification. You agree to indemnify, defend and hold the Adviser, as well as the Adviser’s parents, subsidiaries, affiliates, any related companies, including, but not limited to the Red Arts Capital Opportunity Fund I, L.P., suppliers, licensors and partners, including the shareholders, officers, directors, employees, agents and representatives of each of them (collectively, the “Indemnified Parties”) harmless from any and all claims, liability, damages and costs (including, but not limited to, attorneys’ fees) arising out of or relating to:
a. your access to or use of the Website;
b. your violation of these Terms, including without limitation your breach of any representation or warranty;
c. your infringement, or the infringement of any third party using your access, of any intellectual property or other right of any person or entity; or the Adviser reserves the right to, but is not obligated to, assume the exclusive defense and control of any matter for which you are required to indemnify the Indemnified Parties, and you agree to cooperate with the Adviser’s defense of such claims. You agree not to settle any such matter without the Adviser’s prior written consent. the Adviser will use reasonable efforts to notify you of any such claim, action or proceeding when the Adviser becomes aware of it. Each of the Indemnified Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.
Disclaimer of Warranties. YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE ADVISER MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED THROUGH THE SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, THE ADVISER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE.
THE SERVICES AND ANY CONTENT OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE ADVISER NOR ITS LICENSORS MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE ADVISER NOR ITS LICENSORS REPRESENT OR WARRANT THAT THE WEBSITE OR ANY CONTENT OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE ADVISER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitations of Liability.
NO CONSEQUENTIAL DAMAGES. THE ADVISER AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR PROFITS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), EQUITY, BREACH OF CONTRACT OR OTHERWISE (AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR THE ADVISER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE).
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE ADVISER AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100.00). IF APPLICABLE LAW LIMITS THE APPLICATION OF THE FOREGOING LIMITATION OF LIABILITY, THE ADVISER’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Disputes, Arbitration and Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or our privacy notice, or the breach, termination, enforcement, interpretation or validity of either, including the determination of the scope or applicability of these Terms to arbitrate, shall be either determined by binding arbitration in Cook County, Illinois before one arbitrator or submitted to small claims court in Cook County, Illinois. If the arbitrator finds this location to be unreasonably burdensome to you, a new location may be selected or arbitration may be conducted over the phone, using video conferencing, or similar. You may be entitled to an in-person hearing near your place of residence. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration arising out of or related to these Terms shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of these Terms, including Rules 16.1 and 16.2 of those Rules.
No Class Actions. YOU AND THE ADVISER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR THE ADVISER’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Adviser agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
Seeking Arbitration. If you elect to seek arbitration or file a small claim court action, you must first send to the Adviser, by certified mail, a written notice of your claim (“Notice”). The Notice to the Adviser must be addressed to: Red Arts Capital, 200 W. Madison Street, Suite 3840, Chicago, IL, 60606. If the Adviser initiates arbitration, it will send a written Notice to an email address you have previously provided to the Adviser, if available. The Adviser may also use any other means to contact you. A Notice, whether sent by you or by the Adviser, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If you and the Adviser do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or the Adviser may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. If you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, the Adviser will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000 or the arbitrator determines the claims are frivolous, in which event you will be responsible for filing fees.
Hearing. If your claim is for US$10,000 or less, the Adviser agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules.
Award. In the event arbitration awards you damages of an amount at least $100 greater than the Adviser’s last documented settlement offer, the Adviser will pay your awarded damages or $2,500, whichever is greater.
Injunctive Relief. Notwithstanding the foregoing, you and the Adviser both agree that you or the Adviser may sue in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of these Terms unenforceable, that portion shall not be effective, and the remainder of the Agreement shall remain effective. No waiver, express or implied, by either party of any breach of or default under these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.
g. Confidentiality. The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
e. Governing Law and Rules. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, exclusive of conflict or choice of law rules. The parties acknowledge that these Terms evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to these Terms, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to these Terms, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of these Terms) with respect to any final award in an arbitration arising out of or related to these Terms.
No Assignment. These Terms, and any rights or obligations under these Terms, are not assignable, transferable or sublicensable by you except with the Adviser’s prior written consent, but may be assigned or transferred by the Adviser without restriction. Any attempted assignment by you shall violate these Terms and be void.
Beneficiaries. Nothing in these Terms is intended to, nor will be deemed to, confer rights or remedies upon any third party, with the exception of Indemnified Parties for the purposes expressed in the Indemnification section above.
Amendments; Waivers. The Adviser may modify these Terms. These Terms may not be modified, amended, terminated or waived, in whole or in part, by you except by a written instrument signed by the Adviser. Except as expressly set forth herein, any failure of a party to take action in response to any breach of these Terms by the other party shall not constitute a waiver of such breach or of performance required by the other party; and no waiver of any provision of these Terms shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided therein.
Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.
Notices. To send notices to the Adviser, or if you have any questions regarding these Terms, please contact the Adviser at email@example.com. The Investor may provide you with notices, including notices of changes to these Terms, by electronic mail, regular mail or other communications.
Entire Agreement. These Terms contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain services available through the Website, which may have terms that are different from those of these Terms. In the event of any inconsistency, the terms of such other agreement shall control with respect to such services.
Severability. If any provision of these Terms is deemed to be invalid or unenforceable, the remaining provisions of these Terms shall be valid and binding and of like effect as though such provision were not included.
Last Updated: December 2022.