BY USING THIS WEBSITE (THIS “WEBSITE”), YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS (THIS “AGREEMENT”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS WEBSITE. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT USE THIS WEBSITE. THIS AGREEMENT MAY BE MODIFIED FROM TIME TO TIME AT THE SOLE DISCRETION OF MAK CAPITAL ONE LLC (“MAK CAPITAL”, AND TOGETHER WITH ITS AFFILIATES, “MAK CAPITAL”). YOUR CONTINUED USE OF THE SITE AFTER ANY SUCH MODIFICATIONS SHALL CONSTITUTE YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED.
You acknowledge and agree that: (i) any interests described herein have not been registered under the U.S. Securities Act of 1933, as amended, (the “Securities Act”), the securities laws of any U.S. state or the securities laws of any other jurisdiction, nor is such registration contemplated; (ii) any interests will be offered and sold under the exemption provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and any other similar exemptions in the laws and regulations of other states and jurisdictions where the offering will be made; (iii) in the instances where applicable, any interests will be offered and sold outside the United States under the exemption provided by Regulation S under the Securities Act; (iv) the interests are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the agreements relating to the relevant interest and in compliance with the Securities Act and the applicable securities laws of any state or other jurisdiction, pursuant to registration or exemption therefrom; and (v) nothing contained herein constitutes an offer to sell or solicitation of an offer to buy an interest, nor shall any interest be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful under the laws or regulations of such jurisdiction.
You should make your own investigations and evaluations of an investment in any interest referenced on this Website. You should consult your own attorneys, business advisers and tax advisers as to legal, business, tax and related matters concerning such interests. Investment in such interests involves a high degree of risk and you should have the financial ability and willingness to accept the high risks and lack of liquidity inherent in such an investment. There is no public market for such interest and no such market is expected to develop in the future. You should be aware that you may be required to bear the financial risks of such investments for an indefinite period of time. No assurance can be given that the investment objective of any of the investments will be achieved or that you will receive a return of your capital.
Limited Use
All content, including but not limited to text, logos, graphics and images included on this Website or any Website owned, operated, licensed or controlled by MAK Capital One LLC (collectively, the “Content”), is the intellectual property of MAK Capital One LLC or other persons and is protected by United States and international copyright and other intellectual property law. Except as otherwise indicated on this Website, any person using this Website is authorized to copy, print, or distribute any of the Content only as follows:
1.You may print out individual pages of the Website. However, you may not extract, copy or download a large portion of the Website, such as by bot, webcrawler, scraper, spider or other device that “harvests” portions of the Website.
2.You may download, print and use minimal pages from the Website only for your personal informational, non-commercial, or non-public purposes. Unless you receive MAK Capital One LLC’s permission in advance, you may not make more than minimal copies of the Content, exploit any of the Content commercially, forward any of the Content as a mass distribution, or post any of the Content on another website.
3.Any copies of the Website pages must not alter the original Content, must not remove any copyright, trademark or other proprietary notices or other legends, and must include the MAK Capital One LLC copyright notice. You may not alter or modify the Content in your copies.
4.No one may frame this Website or any portion thereof. Linking to this Website is permitted[1], provided that the link does not falsely imply or suggest that MAK Capital One LLC has endorsed or is affiliated with the linked website.
MAK Capital One LLC reserves the right to terminate the above authorization and/or change the permitted uses at any time in its sole discretion.
Prohibited Uses
You agree not to use this Website for any prohibited purpose. The following are examples of types of uses of the Website that are prohibited:
1.Violations of Law. You are prohibited from using this Website to commit, or in connection with, criminal or civil violations of federal, state, local, or international laws, regulations, or other governmental requirements, or to infringe the rights (including intellectual property, privacy and publicity rights) of any person. We reserve the right to report any activity that may violate any law or regulation to appropriate law enforcement officials, regulators or other third parties, and we may do so without prior notice to you.
2.Security Violations. You are prohibited from violating, or attempting to violate, the security of the Website. Any such violations may result in criminal and civil liabilities to you. Examples of prohibited security violations include, but are not limited to: (i) attempting to probe, scan, or test the vulnerability of any system, subsystem or network related to the Website; and (ii) tampering, hacking, modifying or otherwise corrupting or breaching security or authentication measures
3.Spam. You are prohibited from using this Website in connection with spam. Spam includes, but is not limited to, any of the following activities: (i) sending any unsolicited e-mail that could be expected, in MAK Capital One LLC’s sole discretion, to provoke complaints; (ii) sending unsolicited e-mail without identifying in the e-mail a clear and easy means to be excluded from receiving additional e-mail from the originator of the e-mail; and (iii) sending e-mail that does not accurately identify the sender, the sender’s return address, and the e-mail address of origin.
We reserve the right to determine, in our sole discretion, whether you have used the Website in a prohibited way. We will monitor the Website and, when we become aware that the Website is being used for a prohibited purpose (or an attempt has been made to do so), we will take any action we deem appropriate. We may not notify you before we take action against you.
Trademarks
MAK Capital One LLC is, and certain other marks displayed on this Website are, trademarks and service marks of MAK Capital One LLC. You may not use any of MAK Capital One LLC’s trademarks, trade names or service marks in any manner that creates the impression that such names and marks belong to or are associated with you or your affiliates or are used with MAK Capital One LLC’s consent. All other trademarks or service marks displayed on this Website that are not owned by MAK Capital One LLC are the property of their respective owners.
Limitations of Liability and Disclaimer
MAK Capital One LLC will not be liable for any damages, injury or loss, including but not limited to special, consequential or punitive damages, that result from the use of (or the inability to use) this Website and its Content, or a website linked to this Website, including any damages or injury caused by any failure of performance, error, omission, interruption, defect, delay in operation, line failure, or other computer malfunction, even if MAK Capital One LLC has been advised of the possibility of such damages, injury or loss. MAK Capital One LLC also assumes no responsibility for any damages to, or viruses that may infect, your computer system or other property as a result of your access to, use of, or downloading of any material from, this Website.
This Website is provided by MAK Capital One LLC on an “as is” and “as available” basis. MAK Capital One LLC makes no representations or warranties of any kind, express or implied, as to the operation of this Website or the information included on this Website. You expressly agree that your use of this Website is at your sole risk. MAK Capital One LLC does not warrant that the information on this Website is accurate, reliable or correct, that this Website will be available at any particular time or location, or that the Website is free of viruses or other harmful components.
You acknowledge that the Content of this Website: (i) contains information available as of the publication date, and MAK Capital One LLC has no obligation to update such Content or to advise you of any change in the data or statements therein; and (ii) is presented by MAK Capital One LLC alone, and no other persons (including any MAK Capital One LLC affiliate) are involved in the presentation. YOU ACKNOWLEDGE THAT YOU SHALL USE SUCH CONTENT IN A MANNER BASED UPON YOUR OWN DETERMINATION AND EVALUATION OF THE INFORMATION CONTAINED THEREIN, AND MAK CAPITAL ONE LLC SHALL NOT BE RESPONSIBLE FOR SUCH USE.
Linked Websites
This Website may link to or be linked from other websites that are not maintained by MAK Capital One LLC. MAK Capital One LLC does not endorse, and is not responsible for the content of any of those websites. MAK Capital One LLC expressly disclaims any responsibility for your access to or use of such other websites.
International Use
MAK Capital One LLC makes no representation that materials on this Website are appropriate or available for use in locations outside the United States. Access to this Website from countries or territories where such access is illegal is prohibited. Those who choose to access this Website outside the United States do so on their own initiative and are responsible for compliance with local laws, rules and regulations regarding online conduct and website access.
Confidentiality
You acknowledge and agree that this Website includes certain information that is non-public, confidential, proprietary, trade secret or otherwise commercially sensitive in nature, including, without limitation, information pertaining to the business of MAK Capital One LLC and its related investment vehicles (collectively, “Confidential Information”). Without derogating from or otherwise limiting any confidentiality provisions you may already have agreed to in a partnership or other agreement with MAK Capital One LLC (“Other Agreement”), you agree not to use any Confidential Information disclosed in this Website other than in connection with activities authorized hereby or pursuant to an Other Agreement. You shall not directly or indirectly disclose, provide, communicate, reveal, share, provide access to, transfer, copy, distribute or publish, in any manner, any Confidential Information at any time to any person or entity other than persons or entities that are bound by the terms and conditions of this Agreement or cause any such person or entity to disclose, provide, communicate, reveal, share, provide access to, transfer, copy, distribute or publish, in any manner, any Confidential Information, and you agree not to directly or indirectly assist or encourage any such person or entity in so doing. In the event of any conflict between the foregoing provisions and any confidentiality provisions in an Other Agreement regarding any matter addressed in, or otherwise covered by, such Other Agreement, the confidentiality provisions in such Other Agreement shall control.
Governing Law
You agree that your use of this Website, this Agreement and any disputes relating thereto shall be governed in all respects by the laws of the State of New York. Any dispute relating to this Agreement shall be resolved solely in the state or federal courts located in New York County in the State of New York.