| |
|
|
LEGAL STATEMENT
BAM User Agreement
By accessing or using Balyasny Asset Management L.P.'s Internet web site (the
"Site") you hereby accept and agree to comply with the terms and conditions set
forth in this User Agreement (this "User Agreement"), and you shall be
considered a "User." This User Agreement is entered into by and between you,
Balyasny Asset Management L.P. and all current and future affiliates of
Balyasny Asset Management L.P. (collectively referred to as "BAM"), and governs
your access and use of the Site and the products and services available on and
via the Site.
PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE USING THE SITE.
YOUR USE OF THE SITE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY
THIS USER AGREEMENT IN ITS THEN-CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND
CONDITIONS STATED HEREIN, DO NOT USE THE SITE.
1. General Provisions. BAM hereby
grants you a revocable, nontransferable, nonexclusive right to use the Site
solely in accordance with this User Agreement. The foregoing license has been
granted to you subject to your agreement to abide by this User Agreement as well
as any other rules, procedures, policies, terms or conditions governing the Site
that may be displayed from time to time on the Site and to which Users will be
bound. The information accessible on and via the Site is the property of BAM
and/or third parties, and is protected by copyright and other intellectual
property and proprietary rights. Without limiting the foregoing or expanding any
of your rights hereunder, you agree that you will not publish, broadcast,
retransmit, reproduce, commercially exploit, create any derivative of or
otherwise disseminate such information, the Site or any portion of the Site. You
may not use the Site to transmit, distribute or store material (a) in violation
of any applicable law or regulation, (b) in a manner that will infringe the
copyright, trademark, trade secret or other intellectual property right of
another or violate the privacy, publicity or other personal right of another, or
(c) that is defamatory, obscene, threatening, abusive or hateful. You are
prohibited from violating or attempting to violate the security of the Site. The
material contained on this site is believed to be accurate at the time it was
posted, but is provided to users "As Is" without any express or implied warranty
as to availability, reliability, merchantability, non-infringement, accuracy,
completeness, timeliness, fitness for a particular purpose or otherwise.
2. Passwords and Security. You may not access any password-protected portion of
the Site unless you received a password from and are authorized by BAM. You are
solely responsible for any use of or action taken under your password on the
Site. You are solely responsible for maintaining the confidentiality and
security of your password, and you hereby agree not to disclose your password to
any third party (other than your qualified legal, tax or financial advisor). You
accept full responsibility for all activity conducted through your account and
agree to and hereby release BAM from any and all liability concerning such
activity. You agree to notify BAM immediately of any actual or suspected loss,
theft or unauthorized use of your password. BAM has no obligation to inquire as
to the authority or propriety of any use of or action taken under your password
and will not be responsible for any loss to you arising from any such use or
action or from your failure to comply with the above. BAM will take reasonable
security precautions when using the Internet, telephone or other means to
transport data or other communications, but expressly disclaims any and all
liability for the accessing of any such data or communications by unauthorized
persons or entities.
3. Investigation and Disclosure of Information. BAM has the right, but not the
obligation, to monitor any activity and content associated with the Site. BAM
may investigate any complaint or reported violation of its policies and take any
action that it deems appropriate. Such action may include, but is not limited
to, issuing warnings, suspending or terminating your use of all or any portion
of the Site and denying you access to all or any portion of the Site. BAM also
reserves the right to report any activity that it suspects may violate any law
or regulation to appropriate law enforcement officials, regulators, or other
persons or entities. In order to cooperate with governmental requests, to
protect BAM's systems and Users, to ensure the integrity and operation of the
Site, business or systems, or otherwise to comply with the law and legal
process, BAM may access and disclose any information it considers necessary or
appropriate.
4. Ownership. The Site, its content and any and all intellectual property rights
pertaining thereto (including but not limited to copyrights, patents, trademarks
and service marks) are owned by BAM or third parties, and all right, title and
interest therein and thereto shall remain the property of BAM and/or its
licensors, successors or other third parties. You agree not to remove any
copyright, trademark or other proprietary notice or legend contained on the Site
or its content (or printed copies thereof). BAM and other names and indicia of
BAM's products and/or services referenced herein are exclusive trademarks and
service marks of BAM. Other product and company names and trademarks appearing
in the Site are the trademarks of their respective owners.
5. Termination. BAM reserves the right to reject your registration or suspend or
terminate your access to and use of all or any portion of the Site at any time
and for any reason, in its sole discretion. The User Agreement will continue to
apply to your past use of the Site in the form in which it then existed at the
time of the subject use. Termination of your access to and use of the Site shall
not relieve you of any obligations arising or accruing prior to such termination
or limit any liability that you otherwise may have to BAM.
6. No Advice, Offers or Solicitations. You acknowledge that the information
contained on the Site is not and should not be construed as legal, tax,
accounting or investment advice (including any advice concerning the suitability
or profitability of any security or investment). You acknowledge that the
information contained on the Site (unless explicitly stated otherwise) is not
and should not be construed as an offer or solicitation of any kind to buy or
sell any securities or other financial instruments. Any such offer can and will
only be made by means of a Private Placement Memorandum of each such investment
fund and only to investors that meet the investor suitability and sophistication
requirements of each such investment fund, including qualifying as accredited
investors within the meaning of the Securities Act of 1933, as amended. USERS
SHOULD CONSULT WITH, AND SEEK PROFESSIONAL ADVICE FROM, THEIR OWN ATTORNEYS,
ACCOUNTANTS AND FINANCIAL ADVISORS WITH RESPECT TO THEIR INDIVIDUAL
CIRCUMSTANCES AND NEEDS.
7. No Recommendations of Individual Securities. You acknowledge that the
information contained on the Site is not and should not be construed as advice
or recommendations regarding individual securities including advice or
recommendations concerning the suitability of, and investment strategies for,
individual securities. Research, analysis, news and other information made
available electronically do not constitute individualized recommendations to
buy, sell or otherwise invest in a particular security. You are solely
responsible for determining the nature, value and suitability of individual
securities and you alone bear the risk of all transactions entered through your
account.
8. Performance. Past performance is no indication of future performance, and
nothing on this Web site should be interpreted to state or imply otherwise.
There can be no assurances that investors will have returns on invested capital
similar to the returns presented because of, among other reasons, differences in
economic conditions, regulatory climate, portfolio size, leverage, expenses and
structure, as well as investment policies and techniques.
An investment in the funds managed by BAM is speculative and involves a high
degree of risk. BAM will employ certain trading techniques, such as short
selling and the use of leverage, which may increase the risk of investment loss.
As a result, performance may be volatile, and an investor could lose all or a
substantial amount of his or her investment. Further, the funds managed by BAM
have substantial limitations on an investor's ability to redeem or transfer
their shares, and there is no secondary market for an interest in the funds and
none is expected to develop. Finally, the funds' fees and expenses may offset
trading profits. These risks and other important risks are described in detail
in a Confidential Private Offering Memorandum available for each of the funds.
Prospective investors are strongly urged to review the relevant Confidential
Private Offering Memorandum carefully, and consult with their own financial,
legal and tax advisors before making an investment in the funds.
Certain of the performance information presented is estimated, unaudited and is
subject to adjustment.
9. Disclaimer of Warranties. THE SITE AND ALL INFORMATION AVAILABLE ON OR VIA
THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTIES
CONCERNING THE AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, TIMELINESS OR
SEQUENCING OF THE SITE OR THE INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR
VIA THE SITE; AND (2) ANY WARRANTIES OF TITLE OR EXPRESS OR IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING THE FOREGOING,
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY
FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY
IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT,
DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET,
WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER
CAUSE OF ACTION.
10. Limitation of Liability. IN NO EVENT SHALL BAM OR ANY OF ITS AFFILIATES BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS OR PROFITS)
ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT, THE SITE, THE
INABILITY TO USE THE SITE OR ANY PRODUCTS, SERVICES OR INFORMATION PURCHASED,
OBTAINED OR STORED IN OR FROM THE SITE, OR TRANSACTIONS ENTERED INTO VIA THE
SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF
BAM OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
IN NO EVENT SHALL THE LIABILITY OF BAM OR OF ANY BAM AFFILIATE IN ANY
CIRCUMSTANCE EXCEED $100. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS
PARAGRAPH, THESE LIMITATIONS ALSO APPLY TO ANY THIRD PARTY CLAIMS AGAINST USERS.
11. Indemnity. You agree to indemnify, defend and hold harmless BAM and its
affiliates from and against any and all suits, losses, claims, demands,
liabilities, damages, costs and expenses (including reasonable attorneys' fees)
arising from or relating to (i) your use of the Site; (ii) your breach of this
User Agreement or any representation, warranty or covenant made by you herein;
or (iii) your violation of any applicable law, statute, ordinance, regulation or
any third party's rights. This obligation survives the termination of this User
Agreement.
12. Modifications. BAM may modify the terms of this User Agreement or any of the
policies or guidelines governing the Site, at any time and in its sole
discretion, by posting the modified User Agreement on the Site. The
modifications shall be effective upon such posting (unless some other date is
specified in the posting, in which case that date shall be deemed the effective
date for the modifications). You agree to review this User Agreement
periodically so that you are aware of any modifications. Your use of the Site
indicates your full acceptance of the User Agreement in its then-current each
time you use the Site. You agree that the notice provisions provided in this
User Agreement are reasonable. You may not modify the terms of this User
Agreement or any of the policies or guidelines governing the Site without BAM's
express prior written consent.
13. Privacy. Information that we gather from you via your use of the Site is
governed by our Privacy Policy.
14. Applicable Law. This User Agreement and all terms and conditions included or
incorporated by reference herein shall be governed by and interpreted in
accordance with the laws of the State of New York applicable to agreements made
and wholly performed therein. You hereby consent to the exclusive jurisdiction
of the Southern District of New York or any New York State Court located in the
Borough of Manhattan, New York, in all disputes arising from or relating to this
User Agreement or your access to or use of the Site. You hereby waive any
objection to venue or inconvenient forum laid therein.
BAM makes no claim that the Site may be lawfully viewed or downloaded outside of
the United States. Access to the materials may not be legal by certain persons
or in certain countries. If you access the Site from outside of the United
States, you do so at your own risk and you are responsible for compliance with
the laws of your jurisdiction.
15. Entire Agreement. This User Agreement (including the Privacy Policy), as
modified from time to time, constitutes the entire agreement between you and BAM
with respect to the subject matter hereof. This User Agreement replaces all
prior or contemporaneous understandings or agreements, written or oral,
regarding the subject matter hereof.
16. Joint Venture. Nothing in this User Agreement shall constitute or create a
joint venture, partnership, or any other similar arrangement between you and
BAM. Neither party is authorized to act as agent or bind the other party except
as expressly stated in this User Agreement.
17. Assignability. This User Agreement will be binding on and will inure to the
benefit of the legal representatives, successors and assigns of the parties
hereto. BAM may assign this User Agreement in whole or in part at any time
without your consent. You may not assign this User Agreement or delegate any of
your obligations hereunder. Any purported assignment of this User Agreement in
violation of its terms shall be void.
18. Notice to BAM. Any notice to BAM that is required or permitted by this User
Agreement shall be in writing and shall be deemed effective upon receipt, when
sent by confirmed e-mail to mperry@bamfunds.com or when delivered in person or
mailed by first class, registered or certified mail, postage prepaid, to Michael
Perry at Balyasny Asset Management L.P., 181 W. Madison, Suite 3600,Chicago, IL
60602.
19. No Waiver of Rights. Failure of either party to enforce any of its rights
under this User Agreement will not act as a waiver of such rights.
20. Enforceability. If any portion of any provision of this User Agreement is
found invalid or unenforceable, that provision shall be enforced to the maximum
extent possible and the remaining provisions of this User Agreement shall remain
in full force and effect.
21. Headings. Headings used in this User Agreement are for convenience only.
They do not constitute part of this User
|
|
