Please read all of the terms and conditions listed on this page. Your use of this web site means that you accept the terms and conditions as listed below.
These Terms of Use provide important information concerning your use of this Web Site. Waterton Associates L.L.C. and its respective subsidiaries and affiliates (collectively the ‘Waterton Companies’) make this Web Site available to you for your information and as background for the products and services of the Waterton Companies. Your use of the Web Site is subject to the terms and conditions set forth below.
By accessing the information through the Web site made available at https://www.waterton.com and related web pages (collectively, the ‘Web Site’), you agree on behalf of yourself, and any and all persons, companies and legal entities (‘your principals’) that you represent, if any, and any and all employees and agents thereof (collectively, ‘you’ and ‘your’) that you have read and agree to use the Web Site in accordance with these Web Site Terms of Use (‘Terms of Use’). Your continued use of the Web Site means that you agree that these Terms of Use legally bind you in the same manner that a signed, written, non-electronic contract does. You should not use the Web Site in any manner or attempt to access the Site if you are not willing to be bound and abide by these Terms of Use. Your continued use of the Web Site also means that you represent and warrant that you are able to enter into legally binding contracts and that you are authorized by your principals to (i) use the Web Site; and (ii) to agree to these Terms of Use as a legally binding contract on behalf of you and your company (or legal entity, as applicable).
For purposes of these Terms of Use, the term ‘Web Site’ includes without limitation those parts of the Web Site that you can access based on your account within the Web Site, if any, including without limitation the publicly available content, materials and information, and any portion thereof, and any other information or materials that may be available to you if you have created an account within the Web Site (collectively, ‘Content’).
- No Investment Advice or Recommendations
The Waterton Companies Web Sites and the Content are provided for information and educational purposes only. None of the information provided through this Web Site constitutes investment advice, legal advice or tax advice. Nothing on this Web Site should be considered a solicitation to buy or sell any security. Securities products are offered for sale by prospectus only. Please consult with your investment advisor or representative for additional assistance.
- Jurisdictional Issues
The information contained on this Web Site does not constitute an offer or a solicitation for the sale of any securities in any jurisdiction where we are not licensed to conduct business, or where any security we may offer is not available for sale. The services and products described and the information provided through this Web Site are directed to and intended to be made available only to persons residing in the United States, and are not intended for distribution to, or use by, any person in any other country or any other jurisdiction where such distribution or use would be contrary to law or regulation, or that would subject Waterton Companies or any of its affiliated persons to any registration requirement within such jurisdiction or country. If you are outside of the United States, please contact us directly at 312-948-4500 for more information on the products or services that we offer internationally.
- Use of the Content and Restrictions
Waterton Companies grants you a limited, nonexclusive, nontransferable license during the Term (defined below) to access the Web Site 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 Waterton Companies and its products and services. Any other use of the Content or the Web Site is expressly prohibited. Waterton Companies and its licensors reserve all other rights in the Content and the Web Site. Waterton Companies reserves all rights in the Web Site and you agree these Terms of Use do not grant you any rights in or licenses to the Web Site, 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 Web site, or in any other way exploit any of the Content or any other part of the Web Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Web Site (or any part of the Web Site) as part of any Web site without prior permission from the Waterton Companies. Without prior permission from Waterton Companies, users of this Web Site may not copy, reproduce, modify or distribute information contained on this Web Site in any manner inconsistent with the purpose for which it is offered.
- Registration and Accuracy of Information You Provide.
Certain areas of the Web Site may require registration or may otherwise ask you to provide information in order to participate in certain features, to access certain Content, or to obtain certain services. The decision to register and provide this information is purely voluntary and optional; however, if you elect not to register or provide such information, you may not be able to utilize such portions of the Web Site. If you register with the Web Site, you agree to provide true, accurate, current, and complete information about yourself, and where required, to maintain and update it promptly to keep it true, accurate, current and complete.
Controlled Access Obligations.
If any portion of the Web Site restricts access and requires the use of a User ID and password, your access to and use of such restricted access portion is subject to the following terms:
You agree to use such portions of the Web Site only with the User ID and password assigned to you or associated with your registration, and that you will not impersonate any person or entity, or falsely state or otherwise misrepresent your identity or any information you submit to the Web Site.
You are responsible for maintaining the confidentiality of your User ID and password, and for restricting access to your computer, or other device you use to connect to the Web Site, so that others may not access the Web Site using your User ID and password. You agree to immediately notify us of any compromise or unauthorized use of your User ID or password or any other breach of security.
You agree to accept responsibility for all activities that occur under your User ID and associated password until such time as you notify us that your user ID and password have been compromised or otherwise request that we cancel your account. We shall not be liable for any loss or damage arising from your negligence or failure to comply with any of the foregoing obligations.
- Products and Services
The information regarding Waterton Companies, including without limitation its affiliate funds, provided on the Web Site may change at any time. In addition, eligibility or suitability requirements may apply for access to this information or any transaction with or regarding Waterton Companies, including without limitation its affiliate funds, and they may not be available in all geographic areas. Although Waterton Companies has tried to provide accurate and timely information on the Web Site, please be aware that the Web Site (including without limitation the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. Accordingly, you should verify all information before relying on it, and all decisions based on information contained in the Web Site are your sole responsibility and Waterton Companies shall have no liability for such decisions. If you need specific details about any information contained in our Web Site, you should contact Waterton Companies as provided in the ‘Contact Us’ section of the Web Site.
- Use Restrictions
As a condition of your use of the Web Site, you represent and warrant that you shall not use the Web Site for any purpose that is unlawful or prohibited by these Terms of Use. You will not submit any false, misleading or inaccurate information to the Web Site. 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 Web Site.
- Third-Party Content and Links
Waterton Companies may provide links to other Web sites or resources (‘Linked Sites’). You acknowledge and agree that Waterton Companies has no control over and is not responsible for the Linked Sites. You agree that Waterton Companies 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 on this Web Site are not affiliated with Waterton Companies unless specifically indicated. The existence of a particular Linked Site does not indicate an endorsement by Waterton Companies of that Web Site or any information contained on any Linked Sites. Waterton Companies has not reviewed the information contained on any third-party site and is not responsible for its content and does not imply Waterton Companies recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. We cannot guarantee that information contained on a linked Web Site is accurate, complete or timely. You must obtain written permission from us in order to link to our Web Site.
- Disclaimer of Warranties
TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL INFORMATION PRESENTED IS FURNISHED “AS IS” WITHOUT ANY EXPRESSED OR IMPLIED WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE WATERTON COMPANIES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION REGARDING ANY CONTENT OR OTHER INFORMATION ACCESSED THROUGH THE WEB SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY 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 THE WEB SITE OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS OF USE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. THE WEB SITE IS PROVIDED TO YOU ‘AS IS.’ THIS WEB SITE DOES NOT CONTAIN ANY TAX OPINION OR TAX ADVICE, AND WE ADVISE YOU TO SEEK A PROFESSIONAL FOR SUCH INFORMATION.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT EACH OF THE WATERTON COMPANIES AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, ADVISORY BOARD MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS AND AFFILIATES (INCLUDING WITHOUT LIMITATION ANY BROKER-DEALER ENTITIES THAT PROVIDE PRODUCTS OR SERVICES FOR YOU ARISING OUT OF, OR SEPARATE FROM, YOUR USE OF THE WEB SITE) (COLLECTIVELY, ‘WATERTON COMPANIES PARTIES’) SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES THAT ARISE OUT OF OR RELATE TO THE WEB SITE OR THESE TERMS OF USE. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF THE WATERTON COMPANIES PARTIES FOR DAMAGES OF ANY TYPE, EXPENSES OR LOSSES UNDER ANY CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEB SITE EXCEED TWENTY-FIVE DOLLARS ($25.00). THE LIABILITY LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER WATERTON COMPANIES HAS BEEN ADVISED OF THE POSSIBILITY OF THE APPLICABLE DAMAGES. AS SUCH YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY APPLIES EVEN TO ANY NEGLIGENCE OF THE WATERTON COMPANIES PARTIES.
- Indemnification
You agree to defend, indemnify, and hold each of the Waterton Companies Parties harmless from any and all damages, costs and expenses, including without limitation reasonable attorneys fees, arising out or relating to any and all third party claims, demands or allegations arising out of or relating to your use of the Web Site, including without limitation arising out of or relating to your violation of the Terms of Use, any applicable laws, or your violation of any rights of a third party.
- Subject to Change
Information concerning the Terms and Use of this Web Site is subject to change from time to time. This page was last updated on September 1, 2009. Waterton Companies may change the Terms of Use from time to time. Waterton Companies reserves the right to modify or temporarily discontinue your access to the Web Site or parts thereof, with or without notice to you. You agree that Waterton Companies shall not be liable to you or any third-party for any modification to the Web Site or your access to the Web Site.
- Termination
The term (‘Term’) of these Terms of Use shall be until either you or Waterton Companies terminates access to the Web Site or to your Web Site account, with or without cause at any time and effective immediately. Waterton Companies may additionally, in its sole discretion, immediately terminate these Terms of Use and/or your access to your Web account should you fail to adhere to these Terms of Use. You agree that neither Waterton Companies nor any of its subsidiaries and affiliates, including without limitation its affiliate funds, and their respective officers, directors, advisory board members, employees, contractors, agents and affiliates shall be liable to you or any third party for termination of these Terms of Use or your access to the Web Site. Should you object to any terms or conditions of these Terms of Use or any subsequent modifications to these Terms of Use or become dissatisfied with the any part of the Web Site in any way, your sole and exclusive remedy is to immediately terminate use of the Web Site. Upon expiration of the Term or termination of these Terms of Use, your license rights to the Web Site immediately cease. Sections 1, 3, 6, 7, 8, 9, 10, 13, 14, 15, 16 and 17 will survive and remain in full force and effect after termination.
- Arbitration
Notwithstanding anything to the contrary contained in this Agreement, all claims, disputes and controversies between the parties hereto arising out of or in connection with this Agreement or your use of the Web Site shall be resolved by binding arbitration in Chicago, Illinois by the American Arbitration Association. Any decision rendered by the arbitration panel in accordance herewith shall be final and binding on the parties hereto, and judgment thereon may be entered by any state or federal court of competent jurisdiction. Arbitration shall be the exclusive method available for resolution of claims, disputes and controversies arising out of your use of the Web Site. Notwithstanding the foregoing, either party 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.
- Equitable Relief
You acknowledge that any use or threatened use of the Web Site or Content in a manner inconsistent with these Terms of Use shall cause immediate irreparable harm to Waterton Companies for which there is no adequate remedy at law. Accordingly, you acknowledge and agree that Waterton Companies 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. The parties agree and stipulate that Waterton Companies 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 $1000 shall be sufficient. Nothing contained herein shall limit Waterton Companies right to any remedies at law, including without limitation the recovery of damages from you for breach of these Terms of Use, as applicable.
- Notice
Any notice required or allowed under these Terms of Use 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 email address, to you immediately upon transmittal of an email to such email address. Notices will be sent to the following addresses:
If to you: Such notice will be sent to you based on the contact information you have submitted to Waterton Companies.
If to Waterton Companies:
Waterton Associates LLC
30 South Wacker Drive Suite 3600
Chicago, IL 60606
ATTENTION: General Counsel
FAX: (312) 948-4501
or at such other address as the parties may designate by notice given pursuant to this clause.
- General
THE TERMS OF USE AND THE RELATIONSHIP BETWEEN YOU AND WATERTON COMPANIES, INCLUDING WITHOUT LIMITATION ITS AFFILIATE FUNDS, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Subject to Section 12 (Arbitration), you and Waterton Companies agree to submit to the non-exclusive jurisdiction of the courts located within the County of Cook, State of Illinois. You hereby consent and submit to the 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 Waterton Companies to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use 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 parties intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect. Waterton Companies shall not be liable for delays or failure to make the Web Site (including without limitation the Content) available if due to any cause or conditions beyond Waterton Companies reasonable control, including, but not limited to, delays or failures due to acts of God, acts of civil or military authority, fire, flood, strikes, wars, failure of the Internet backbone or shortage of power. Waterton Companies agrees to make the Web Site available hereunder as an independent contractor, and in no event shall the employees and/or agents of Waterton Companies or any of its subsidiaries and affiliates, including without limitation its affiliate funds, be deemed your employees and/or agents. Each party acknowledges that it is not entering into these Terms of Use on the basis of any representation not expressly contained In the Terms of Use. The Terms of Use and any broker-dealer, investor or customer agreement that may be executed constitute the entire agreement between you and Waterton Companies concerning this subject matter, and supersedes and cancels any and all prior or contemporaneous agreements or contracts, whether written or oral.
