Last Revised: December 8, 2015
Welcome to http://firstatlanticcapital.com/, a website made available to you by First Atlantic Capital, Ltd. and its subsidiaries (“First Atlantic”). These legal notices and terms and conditions of use are a contract between you and First Atlantic (the “Agreement”). First Atlantic is the operator and host of this website, all other First Atlantic-branded websites and the environment and services accessible through these websites (collectively, the “Services”). The Services contain general information about First Atlantic and our portfolio and are directed at management teams interested in partnering with First Atlantic. Your use of the Services is subject to the terms and conditions of this Agreement. This Agreement does not amend or supersede any previous written agreements you may have with First Atlantic (“Other Agreements”). In the event of any inconsistency between this Agreement and any Other Agreements, the Other Agreements will govern. Some aspects of the Services contain supplemental terms and conditions and additional disclosures and disclaimers, which are hereby incorporated in this Agreement. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those aspects.
By accessing, browsing and/or using the Services, you acknowledge, understand and agree to this Agreement. If you do not accept this Agreement, you do not have permission to access, browse or use the Services and your sole and exclusive remedy is to discontinue using the Services.
Your compliance with this Agreement is a condition of your right to access the Services. Your breach of any provision of this Agreement will automatically, without the requirement of notice or other action, revoke and terminate your right to access the Services and you will be fully liable for conversion, misappropriation, trespass to chattels and all other claims and cause, regardless of the identity of the claimant or injured party, arising from or relating to your continued use of the Services after such breach.
1. Use of Site and Content.
By accepting the terms of this Agreement through your use of the Services, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the Services. The Services do not knowingly collect personal information about children under the age of 13.
Subject to the terms and conditions of this Agreement, First Atlantic grants you a limited right to access and use the Services solely for your own personal, internal, non-commercial use. For your personal non-commercial use only, you may download or print copies of information or content on the Services (the “Content”) and store it on your own computer. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not otherwise save, download or modify the Services or any Content, except with the prior express written consent of First Atlantic in each instance. All software used in the Services is the property of First Atlantic or its suppliers and protected by U.S. and international copyright laws. You expressly acknowledge and agree that you may not engage in (i) any resale or commercial use of the Services and/or any Content; (ii) any derivative use of the Services or the Content; or (iii) any use of automated programs, data mining, robots, or other data gathering and extraction tools in connection with your use of the Services.
2. Intellectual Property Rights and Ownership.
First Atlantic retains its property rights, including, without limitation, all rights under U.S. and international copyright and trademark law, to the Services and all Content. As such, without the prior express written permission of First Atlantic, you may not (i) distribute Content to others; (ii) include Content on any other web site, on a server computer, or in documents, including but not limited to “mirroring” the information and/or displaying the information by means of HTML frames or similar means; or (iii) modify or re-use the Content. First Atlantic reserves all rights not expressly granted herein.
You acknowledge and agree that any name, logo, trademark, or service mark contained on the Services may not be used by you without the express prior written approval of First Atlantic or the relevant owner of the name, logo, trademark or service mark. First Atlantic will aggressively enforce its intellectual property rights to the full extent of the law. Your use of any of these materials is prohibited unless specifically permitted by First Atlantic in writing prior to any such use.
Any unauthorized use of intellectual property or other materials owned by First Atlantic and/or its licensors may subject you to penalties or damages, including but not limited to those related to violation of trademarks, copyrights, privacy and publicity rights.
3. Third-Party Links.
4. Non-Public Investor Sections of the Services.
If you are an employee or agent of a limited partner investor of First Atlantic, you may have been granted access to certain non-public portions of the Services, operated by Firmex, through a uniquely assigned investor log-in (“Investor Sections”). In addition to these Services, your use of the Investor Sections may also be governed by applicable Other Agreements, including client agreements with First Atlantic, any applicable user agreements and all applicable laws and regulations. If you have been granted access to the Investor Sections by First Atlantic, you must maintain confidentiality of your log-in information and you remain responsible for all usage of the Investor Sections of the Services through your account, whether such use is made by you or anyone else. You must immediately notify us of any known or suspected unauthorized use of your login information or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your log-in information.
5. Site Security.
You are prohibited from violating or attempting to violate the security of the Services, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, the password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (e) sending unsolicited email, including promotions and/or advertising of products or services; (f) forging any TCP/IP packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Services other than the search engine and search agents available on the Services and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software; (i) removing any notices, warnings, labels, annotations or instructions from any portion of the Environment or any related material, including, without limitation, any patent, trademark, copyright , or other proprietary notices or license provisions; or (j) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Services.
Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users of the Services if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread of a virus, security breach or system malfunction. If we so restrict or terminate access we will use commercially reasonable efforts to restore access and use to users for proper purposes promptly.
6.1 No Offer of Securities or Advice. You acknowledge and agree that the Content is for general, informational purposes only and nothing contained in the Services may be construed as a solicitation, offer, recommendation or representation of suitability or endorsement of any security or investment. You further acknowledge and agree that the Content of the Services does not provide any tax, legal, accounting or other professional advice. We make no commitment and we disclaim any duty to update the information contained in the Services or to require any third party to update such information.
6.1.1 Forward Looking Statements. Certain information in the Services 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. We undertake no obligation to update publicly or revise any forward-looking statements. Important factors that could cause actual results to differ materially from forward-looking statements may be found in our periodic reports filed with the U.S. Securities and Exchange Commission (“SEC”).
6.1.2 Past Performance. Any performance data or comments expressed on the Services are an indication of past performance. Past performance is not indicative of future results. No representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.
6.2 Jurisdictional Limitations. The Services are intended for U.S. audiences only. If you live outside the United States, you may access information through the Services about opportunities or services that are not available or authorized in your country. First Atlantic does not claim that this Site is appropriate for your specific jurisdiction. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use this Site if you are restricted by any local, state, national or international laws.
6.3 Content Disclaimers. While First Atlantic makes reasonable efforts to ensure that the Content is correct, First Atlantic makes no warranties or representations as to the accuracy of the Content.
6.4 Disclaimer of Warranties. THE SERVICES, INCLUDING ALL CONTENT, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. BY USING THE SERVICES, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. NEITHER FIRST ATLANTIC NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, "REPRESENTATIVES") WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER FIRST ATLANTIC NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND FIRST ATLANTIC AND ITS REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, FIRST ATLANTIC ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES.
As a condition of your use of the Services, you agree to indemnify, defend and hold harmless First Atlantic and its Representatives against any and all claims, damages, costs or other expenses (including but not limited to attorney’s fees) that may arise directly or indirectly out of or from your breach of this Agreement and/or your use of the Services.
8. Limitations of Liability.
You acknowledge and agree that your use of the Services, including any Content, is solely at your own risk. In no event shall First Atlantic or its Representatives be liable for any claims or damages (including, without limitation, direct damages, incidental and consequential damages, lost profits, legal fees, expert fees, other disbursements or damages resulting from lost data or business interruption), including but not limited to claims or damages arising out of or resulting from any viruses, bugs, human action or inaction or any computer system, phone line, hardware, software, or program malfunctions, or any other errors, failures or delays in computer transmissions or network connections, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if that party has been advised of the possibility of any such damages. You further agree that you hereby waive any and all laws which may limit the efficacy of such release.
If you are located in a jurisdiction which does not allow the waiver of any or all of these warranties or liabilities, (i) the limitation of liability of the First Atlantic parties shall be limited to the greatest extent permitted by law and (ii) you agree that any cause of action you may have with respect to your use of the Services must be commenced within one year after the claim or cause of action arises, or will be deemed to have been waived.
9. Changes and Modifications.
First Atlantic reserves the right to revise this Agreement at any time and for any reason by posting a revised version of this Agreement on the Services. By accessing, browsing and/or using the Services following the posting of a revised version of the Agreement, you accept all provisions of the revised version of the Agreement. If you do not agree to the revised terms of the Agreement, you agree that your sole remedy is to discontinue use of the Services. As such, we strongly recommend that you periodically visit this page of the Services to review this Agreement. The date of the last revision or update appears at the top of the Agreement under the title.
10. Monitoring of Site.
First Atlantic has the right, but not the obligation, to monitor any activity associated with the Services. First Atlantic may investigate any complaint or reported violation of this Agreement and take any action that it deems appropriate under the circumstances. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, and/or referring the matter to law enforcement authorities.
11. Termination of the Agreement.
This Agreement is effective unless and until terminated by either you or First Atlantic. You may terminate this Agreement at any time, provided that you discontinue any further use of the Services. First Atlantic reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement (and/or your access to all or any part of the Services or the Content) at any time and for any reason without prior notice or liability. Upon any termination of this Agreement by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from the Services, as well as all copies of such materials, whether made under the Agreement or otherwise. First Atlantic reserves the right to change, suspend, or discontinue all or any part of the Services or the Content at any time without prior notice or liability. If this Agreement is terminated, the following provisions shall survive: Section 6 (Disclaimers), Section 7 (Indemnification), Section 8 (Limitations of Liability), Section 11 (Termination), Section 12 (Governing Law), Section 13 (Arbitration) and Section 14 (General).
12. Governing Law and Venue.
The Services are made available to you from the State of New York in the United States. If you elect to access and/or use the Services from outside of the United States, you do so at your own risk and you agree that you shall comply with the laws of your jurisdiction, as well as the laws of the State of New York and the laws of the United States in connection with your access to and use of the Services. The laws of the State of New York, without regard to its principles of conflict of laws, will govern this Agreement (including any disputes concerning or related to this Agreement). You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts sitting in New York, New York for the purpose of resolving any dispute relating to your access to or use of the Services. Notwithstanding the foregoing, you expressly acknowledge and agree that First Atlantic may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to exclusive jurisdiction and venue in such courts. You agree that this may require you to submit any disputes related to the use of the Services to final and binding arbitration in the State of New York.
By using the Services, you agree that First Atlantic, at its sole discretion, may require you to submit any disputes arising from the use of the Services, related services or this Agreement concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration (the “Rules”) of the American Arbitration Association, by one or more arbitrators appointed in accordance with the Rules. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the State of New York and will take place in New York, New York.
If any provision of this Agreement is deemed invalid, void or unenforceable, such term or condition shall be severable and shall not affect the validity or enforceability of the remaining terms and conditions of this Agreement. Any failure of First Atlantic to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. If you have any questions about this Agreement, please contact us at firstname.lastname@example.org.
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