USER AGREEMENT
By accessing or using this Traxis Partners LP (“Traxis”) web site (the "Website"), you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and Traxis, and governs your access and use of the Website, which includes any information, data, tools, products, services and other content (together, "Content") available on or through the Website. You should contact Traxis at 212.332.5195 with questions about the terms and conditions of this User Agreement.BY CLICKING “I AGREE” AT THE END OF THIS USER AGREEMENT, YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS CONTAINED HEREIN, WILL ABIDE BY THIS USER AGREEMENT IN ITS THEN CURRENT FORM AND ARE LEGALLY BOUND BY THIS USER AGREEMENT.
AUTHORIZATION
Access to certain portions of this website may be provided by a unique password. Only authorized Traxis personnel may provide passwords. Your password may not be shared with any other person. Unauthorized transfer and/or use of user IDS and passwords, or any other information on this site, is prohibited and may be a violation of federal securities laws.NO OFFER OF SECURITIES
None of the material on this site is to be used or considered as an offer to sell or a solicitation of any offer to purchase and interest in any investment product or fund managed by Traxis.Use of this website: Traxis grants you a limited right to use the Website. Your right to use the Website is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Website. At any time and for any reason Traxis may revoke your right to use all or any portion of the Website. You may not violate or attempt to violate the security of the Website.
Withdrawal of Use: Traxis reserves the right to withdraw access to this site and take appropriate legal action in the event that unauthorized use comes to our attention.
Traxis ownership of the Content: The Website and its Content are owned by Traxis, its affiliates and/or third parties. The Website is protected by one or more copyrights, patents, database rights, trademarks, servicemarks and/or other intellectual property and proprietary rights that are owned by Traxis, its affiliates and/or third parties. Traxis Partners LP, TEMOF Partners LP., traxispartners.com and other names and indicia of source of Traxis and its products and/or services are exclusive trademarks and servicemarks or registered trademarks of Traxis. Other product and company names appearing on the Website may be trademarks of their respective owners. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Website. You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Website except as explicitly permitted in this User Agreement. You may print copies of any accessible portion of the Website only for your own personal use. You may discuss information that you learn from the Website with your financial, legal or tax advisors, and others with whom you share investment decisions. You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Website.
Authority to agree to this User Agreement: You make certain representations and warranties regarding your use of the Website. You represent and warrant that: you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement; you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and you will not delete any Content.
No offer of Securities: All Content is for informational purposes only. Nothing on the Website is an offer or solicitation to buy or sell any security. Although the Website may include investment-related information, nothing on the Website is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy. Traxis does not give any advice or make any representations through the Website as to whether any security or investment is suitable to you or will be profitable. Investments in securities discussed herein may not be suitable for all investors. Investors must make their own investment decisions based on their specific investments objectives and financial position and using such independent advisors as they believe necessary. Nothing on the Website is intended to be, and you should not consider anything on the Website to be, investment, accounting, tax or legal advice. If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE. Income from investments may fluctuate. The price or value of the investments, to which this Website relates, either directly or indirectly, may fall or rise against the interest of investors.
Risks on reliance of the content: There are various risks you assume in relying on the Content. Dated Content speaks only as of the date indicated. Although the information provided to you on this site is obtained or compiled from sources Traxis believes to be reliable, Traxis cannot and does not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose. Traxis does not undertake to advise you of changes in information or other materials contained herein. Traxis may change all or any portion of the Website at any time without notice to you. Traxis does not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party. You agree that Traxis and its affiliates are not liable for any action you take or decision you make in reliance on any Content.
Review of Materials in its entirety: All materials should be reviewed in their entirety, including legal disclaimers, footnotes, disclosures and copyright notices. All disclaimers, footnote, disclosures, or hedge clauses are applicable to any partial document or material and when downloading partial material, is deemed incorporated in that material.
Confidentiality/Unauthorized use: You must keep all Content and your password confidential. You may not disclose any Content to any third party, except to your financial, legal or tax advisors, and others with whom you share investment decisions. You are solely responsible for maintaining the confidentiality and security of your password. You may not disclose your password to any third party. You accept full responsibility for any use of your password. You must notify Traxis immediately of any actual or suspected loss, theft or unauthorized use of your password. Traxis and its affiliates are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. Traxis and its affiliates will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.
No reliance on Technology: Traxis and its affiliates are not liable for any technological problems and any impact that they may have. All or any portion of the Website may not be available and may not function properly at any time. Traxis makes reasonable efforts to avoid technological problems, but at any time the Website may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. Traxis takes reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but disclaims liability for any interception of data or communications. Traxis makes reasonable efforts to ensure that the Website is secure but does not guarantee the security of the Website. Traxis and its affiliates are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Website. Traxis and its affiliates are not liable for any defects, delays or errors in or resulting from your use of the Website.
No Authority over third-party content: Traxis and its affiliates are not responsible for information on any third party web site that is referred in, or accessible or connected by hyperlink to the Website. Traxis does not maintain any of these other sites and has no control over the third parties that maintain the site or the information, products or services these third parties provide. If you access any third party web site through the Website or otherwise, you do so at your own risk. Traxis makes no representation about, and assumes no responsibility for, the content, accuracy, completeness, timeliness, suitability or legality of any such sites, or for any products or services that might be offered therein. Hyperlinks to or from the Website do not constitute endorsement of, sponsorship by or affiliation, with Traxis and its affiliates.
Review/Monitoring: Traxis has the right but not the obligation to monitor and record activity on the Website and respond as it deems appropriate. Traxis may monitor and record activity on the Website for any reason or for no reason. Traxis may investigate any complaint or reported violation of Traxis’ policies. Traxis may report any activity that it suspects may violate any law or regulation to regulators, law enforcement officials or other persons or entities that Traxis deems appropriate. Traxis may issue warnings, suspend or terminate use of the Website, deny access to all or part of the Website or take any other action that it deems appropriate.
Our Privacy Policy: Traxis will abide by its privacy policy. Personal nonpublic information that Traxis gathers from you will be governed by Traxis' Privacy Policy.
Representations/Warranties: TRAXIS AND ITS AFFILIATES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND THE CONTENT THAT THE LAW ALLOWS THEM TO DISCLAIM. THE SITE, INCLUDING ALL CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE." TRAXIS AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE AND THE CONTENT INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING TRAXIS’ GENERAL DISCLAIMER, TRAXIS AND ITS AFFILIATES DO NOT WARRANT THE AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT.
Traxis’ Liability for this Website: THE LIABILITY OF TRAXIS AND ITS AFFILIATES WITH RESPECT TO THE SITE AND THE CONTENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL TRAXIS OR ANY OF ITS AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, THE CONTENT, OR THE INABILITY TO USE THE SITE,. TRAXIS 'S AND ITS AFFILIATES' LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE. UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF TRAXIS, ITS AFFILIATES, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE AND THE CONTENT IS $100. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE 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.
Your Liability for Breach of Use: You will be responsible for any liability to Traxis or its affiliates that arises out of your breach of this User Agreement or your use of the Website. You agree to indemnify, defend and hold harmless Traxis and its affiliates, agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to: your use of the Website; your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement; your violation of any applicable law, statute, ordinance, regulation or of any third party's rights in connection with your use of this Website; or claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement.
Federal/State Laws and Arbitration: Users of this site shall be bound by all applicable laws of the United States and the State of New York. You agree to resolve by arbitration any controversy arising out of the use of the Website between you and Traxis and/or any of our respective control persons, predecessors, subsidiaries, affiliates, successors, assigns and employees.
- With respect to the resolution of any such controversy, you further acknowledge that:
- Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in court, including the right to jury trial.
- Pre-arbitration discovery is generally more limited than and different from court proceedings.
- The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited.
- The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
- Any arbitration under this User Agreement shall be conducted the American Arbitration Association. Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate, which demand or notice shall include an election of one of the foregoing forums for arbitration. If you fail to make such election by registered mail addressed to Traxis Partners LP at 600 Fifth Avenue, 26th Floor, New York, New York 10020 (or any other address of which you are advised in writing), before the expiration of five days after you deliver to Traxis a written demand for arbitration or a written notice of intention to arbitrate.
- No person shall bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
- the class certification is denied; or
- the class is decertified; or
- the customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this User Agreement except to the extent stated herein.
Revisions/Modifications: You will be bound by revised versions of this User Agreement that Traxis posts on the Website. Modifications will be effective immediately upon posting unless Traxis indicates otherwise. Your use of the Website indicates your full acceptance of this User Agreement in its then-current form each time you use the Website.
Assignment: You are bound by certain other general conditions. Traxis 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 under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void. If 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 the User Agreement shall remain in full force and effect. This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Traxis concerning the subject matter hereof.
Electronic Signature.
- Please note that this User Agreement contains a pre-dispute arbitration agreement, which is set forth in Section “Federal/State Laws and Arbitration” above.
- The above disclosures should be carefully read, understood and accepted by you before you sign this User Agreement.
- Please click “I AGREE” below to sign this User Agreement and thereby legally bind yourself to the terms and conditions contained herein.
- Clicking “I AGREE” is the equivalent of you manually signing this User Agreement.