NEWTYN MANAGEMENT, LLC

Terms of Use

 

THESE TERMS OF USE (“AGREEMENT”) GOVERN YOUR USE OF THE WEB SITE LOCATED AT [ADD WEBSITE HERE] (THIS “SITE”) AND ALL CONTENT AND SERVICES AVAILABLE VIA THIS SITE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THIS SITE.

 

Acceptance of Terms of Use. This Agreement states the terms and conditions under which you may use this Site and all Content (as defined below) and services available therein (the “Site”). Please read this Agreement carefully. The Site contains various information in the form of data, text, graphics, news, reports and other materials relating to Newtyn Management, LLC (“Newtyn”, “we”, “us” or “our”) as well as third party content, (collectively, the “Content”). By accessing, browsing and/or using the Site you acknowledge that you have read, understood and agree to be legally bound by this Agreement. We reserve the right to amend this Agreement at any time and from time to time. If you use the Site after the amended Agreement has been posted, you will be deemed to have agreed to the amended Agreement.

 

Use Restrictions. You are expressly prohibited from (i) using any robot, spider, other automatic device, or manual process to monitor, “mine” or copy the web pages on the Site, (ii) using any device, software or routine to interfere or attempt to interfere with the proper working of the Site, and (iii) taking any action that imposes an unreasonable or disproportionately large load on our infrastructure.

 

Intellectual Property Rights in this Site. You acknowledge that the Site and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that the Content is and shall remain the property of Newtyn or Newtyn’s licensors. You shall comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Content. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part.

 

All trademarks, logos and services marks displayed on the Site are trademarks belonging to us, our affiliated entities, our licensors, or other applicable parties (collectively the “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on the Site, without our prior written permission in each instance. All goodwill generated from the use of the Trademarks will inure to our benefit, our affiliated entities, or our licensors, as the case may be.

 

Linking and Framing. We prohibit the use of any links to the Site from any other web sites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of the Site with any other web site.e Site may periodically provide links to third party web sites. This Agreement governs only the Site and not any such third party web sites. Our decision to link to a third party web site is not an endorsement of the content or services in that linked third party web site. If you decide to access linked third party web sites, you do so at your own risk. You should direct any concerns regarding any third party web sites to the administrator of the applicable third party web site.

 

Advertisements. We may, in our sole discretion, post the advertisements of third parties on the Site. The display of advertisements on the Site is not intended as, and does not in any manner constitute, a recommendation, endorsement, or approval of the advertiser or its services by us. Your correspondence or any other dealings with advertisers found on the Site are solely between you and such advertiser, and we are not responsible or liable for the statements or conduct of any third party, nor for any loss or damage incurred as a result of any such dealings.

 

Unsolicited Information. By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us through the Site, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide any Unsolicited Information to us through the Site. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliated entities, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliated entities are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to the Site for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information to the Site, you are granting us and our affiliated entities a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

 

No Responsibility for Connectivity.

You are responsible for the means you use to access the Site and all costs associated therewith. We are not responsible for the performance of your hardware, software, the Internet, your Internet service provider and other third parties involved in connecting you to the Site.

 

Disclaimer of Warranty. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITE. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SITE, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE IS ASSUMED SOLELY BY YOU. WE DO NOT MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE.

 

No Offers or Reliance. No material available through the Site shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of any of our affiliated entities. Offers can only be made where lawful under, and in compliance with, applicable law. We are not utilizing the Site to provide investment or other advice, and no information or material available through the Site is to be relied upon for the purpose of making or communicating investment or other decisions. We do not advise on the tax consequences of any investment. To the extent that past performance is available through the Site, past performance is not indicative of future results, and 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.

 

Please remember that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy (including those undertaken or recommended by Newtyn), will be profitable or equal any historical performance level(s).

 

Investments discussed on the Site, if any, may not be suitable for you. You should make your own investment decisions based upon your own financial objectives and financial resources, and should obtain independent investment and tax advice before deciding to invest.

 

No Inside Information; No Guaranteed Results. Newtyn obtains information from a wide variety of publicly available sources. Newtyn does not have, nor does it claim to have, sources of inside or private information. The recommendations developed by Newtyn in connection with its services are based upon the professional judgment of Newtyn and Newtyn cannot and does not guarantee the results of any recommendations.

 

Forward-Looking Statements. The Site contains certain “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “potential” and other similar terms. Examples of forward-looking statements include, but are not limited to, estimates with respect to financial condition, results of operations, and the success or lack of success of Newtyn’s investment process or strategy. All are subject to various factors, including, but not limited to general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors affecting Newtyn’s operations that could cause actual results to differ materially from projected results.

 

Limitation of Liability. UNDER NO CIRCUMSTANCES WILL WE, OR ANY OF OUR AFFILIATED ENTITIES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “NEWTYN PARTIES”), BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE AND THE INFORMATION OBTAINED THROUGH THE SITE. IN NO EVENT SHALL ANY OF THE NEWTYN PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITE OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

 

Indemnification. You shall indemnify and hold harmless the Newtyn Parties for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Site, or any violation of this Agreement.

 

Termination. We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.

 

Electronic Communications and Contracting. By assenting to this Agreement, you agree that a printed version of this Agreement and all other agreements entered into by you on the Site in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

Miscellaneous. In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The sections of this Agreement entitled Intellectual Property Rights in this Site, Disclaimers and Limitation of Liability, Indemnification and Miscellaneous shall survive the termination of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, except with regard to its conflicts or choice of law rules. You expressly agree (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the Southern District of New York; and (ii) that the Site shall be deemed passive that does not give rise to personal jurisdiction over Newtyn, either specific or general, in jurisdictions other than New York. This Agreement contains the entire agreement between Newtyn and you concerning the Site and supersedes all existing agreements and all other oral, written or other communication between Newtyn and you concerning the Site. You shall comply with all laws, rules and regulations that are now or hereinafter promulgated by any government authority or agency that govern or apply to the operation and use of the Site. Without limiting the generality of the foregoing, you shall comply with such restrictions and not export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation. All

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