User Agreement

Last Modified Date: 26 October 2020

By accessing or using this Liberty Hall Capital Partners, L.P. (“Liberty Hall,” “we,” “our,” or “us”) web site (the “Site”), 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 Liberty Hall, and governs your access and use of the Site, which includes any text, graphics, user interfaces, information, data, tools, products, services and other content (together, “Content”) available on or through the Site. You may contact Liberty Hall by e-mail at info@libertyhallcapital.com with questions about the terms and conditions of this User Agreement.

PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS USER AGREEMENT AND OUR PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE IN ITS ENTIRETY, IN THEIR THEN-CURRENT FORM, WHERE AND AS PERMITTED BY APPLICABLE LAW. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS USER AGREEMENT, DO NOT USE THE SITE.

LIBERTY HALL RESERVES THE RIGHT, AT OUR SOLE DISCRETION, TO REVISE AND UPDATE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE TO YOU. SUCH CHANGES OR REVISIONS OR MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY WHEN WE POST THEM. YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO REVIEW THE SITE AND THIS AGREEMENT PERIODICALLY AND TO BE AWARE OF ANY CHANGES, REVISIONS, OR MODIFICATIONS. WE WILL TRY TO GIVE YOU NOTICE WHEN WE MAKE A MATERIAL CHANGE TO THE SITE OR CONTENT THAT WOULD ADVERSELY AFFECT YOU, BUT THIS MAY NOT ALWAYS BE PRACTICAL, AND WE MAKE NO GUARANTEE THAT SUCH NOTICE WILL BE PROVIDED. YOUR CONTINUED USAGE OF THE SITE WILL MEAN YOU ACCEPT THOSE CHANGES.

You affirm that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this User Agreement and our Privacy Policy, and to abide by and comply with this Agreement and Privacy Policy.

1.  Liberty Hall grants you a limited right to use the Site and Content.

  • Your right to use the Site 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 Site.
  • At any time and for any reason we may revoke your right to use all or any portion of the Site
  • You may not violate or attempt to violate the security of the Site, or obtain unauthorized access to portions of the Site that are restricted to you.
  • Any use of the Site beyond the scope of the license granted herein is prohibited.

2. The Site is owned by Liberty Hall, its affiliates and/or third parties.

  • The Site is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Liberty Hall, its affiliates and/or third parties.
  • You may not decompose, modify, decompile, translate, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site.
  • You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement.
  • You may print copies of any accessible portion of the Site only for your own personal use, provided that you do not alter or delete any trademark, copyright, or other proprietary notices. You may discuss information you learn from the Site 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 Site.
  • Any use of the Content not expressly permitted by this Agreement is a breach of the Agreement and may violate copyright, trademark, and other laws. Content and other features are subject to change or termination without notice in the editorial discretion of Liberty Hall.
  • All rights not expressly granted herein are reserved to Liberty Hall.

3. You make certain representations and warranties regarding your use of the Site.

  • 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 will not infringe the patent, copyright, trademark, trade secret, right of publicity, or other intellectual property or proprietary right of any third party in your use of the Site or the Content;
    • you will comply with all applicable laws, rules, and regulations in your use of the Content and the Site, including this Agreement;
      • If you reside in or are subject to the laws or regulations of a jurisdiction anywhere in the world whose common, statutory, regulatory, or codified law would void these terms in whole or in any essential part (the essential parts being at least, but not only, the exclusive venue and exclusive remedy provisions, and the warranty disclaimers), or which make accessing the Content illegal, you do so entirely at your own risk;
    • you will not attempt to gain unauthorized access to another network or server;
    • you will not disrupt, interfere with, damage, limit the function of, or suspend the use of, the Site and/or Content, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology that could disable, overburden, or impair the proper working or appearance of the services;
    • you will not run any form of auto-responder or “spam” on the Site and/or Content, or any processes that run or are activated while you are not logged into the Site, or that otherwise interfere with the proper working of the Site and/or Content (including by placing an unreasonable load on the Site’s infrastructure);
    • you will not assist any third party in engaging in any activity set out in this list above or otherwise prohibited by this 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.

4. All Content is for informational purposes only.

  • Nothing on the Site is an offer or solicitation to buy or sell any security.
  • Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy.
  • We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable.
  • Nothing on the Site is intended to be, and you should not consider anything on the Site 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 NOR A GUARANTEE OF FUTURE PERFORMANCE.

5. There are various risks you assume in relying on the Content.

  • Dated Content speaks only as of the date indicated.
  • We make reasonable efforts to provide accurate Content, but at times we may not promptly update or correct the Site even if we are aware it is inaccurate, outdated, or otherwise inappropriate.
  • We may change all or any portion of the Site at any time without notice to you.
  • We are not liable to you or to any third party if in the event we exercise such rights. Any new features that augment or enhance added to the then-current Content shall also be subject to this Agreement.
  • We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.
  • You agree we are not liable for any action you take or decision you make in reliance on any Content.

6. Liberty Hall is not liable for any technological problems and any impact they may have.

  • All or any portion of the Site may not be available and may not function properly at any time.
  • We make reasonable efforts to avoid technological problems, but at any time, the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines.
  • We take reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but we disclaim liability for any interception of data or communications.
  • We make reasonable efforts to ensure that the Site is secure, but we do not guarantee the security of the Site.
  • We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site
  • You understand and agree that we have no control over third-party networks you may access in the course of your use of the Site and Content, and therefore, delays and disruption of other network transmissions are completely beyond our control.
  • We are not liable for any defects, delays, failure, interruption or corruption of any data, or errors in or resulting from your use of the Site or information transmitted in connection with use of the Site and/or Content.

7. Liberty Hall is not responsible for information on any third party website that is referenced in, or accessible or connected by hyperlink to, the Site.

  • If you access any third party website through the Site or otherwise, you do so at your own risk.
  • Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by, or affiliation with us.
  • Liberty Hall makes no warranties regarding such third-party services, resources, and information, including, without limitation, warranties of fitness for a particular purpose, merchantability, and non-infringement, and will not be liable for your use of or reliance on such third-party services, resources, or information.

8. Liberty Hall has the right, but not the obligation, to monitor and record activity on the Site and respond as it deems appropriate.

  • We may monitor and record activity on the Site for any reason or for no reason.
  • We may investigate any complaint or reported violation of our policies.
  • We may report any activity we suspect may violate any law or regulation to regulators, law enforcement officials, or other persons or entities we deem appropriate.
  • We may issue warnings, suspend, or terminate use of the Site, deny access to all or part of the Site or take any other action we deem appropriate.

9. Liberty Hall will abide by its privacy policy.

  • Personal Information we gather from you will be governed by our Privacy Policy.
  • To the extent there is an inconsistency between this Agreement and the Privacy Policy, this Agreement shall govern.
  • Any Personal Information you choose to give to unrelated third parties is not covered by our Privacy Policy. We recommend that you review the privacy notice of any company or website before submitting any of your personal information.

10. LIBERTY HALL DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM.

  • THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.”
  • WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF
    • MERCHANTABILITY,
    • FITNESS FOR A PARTICULAR PURPOSE, AND
    • NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
  • WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, COMPATIBILITY OF THE SITE WITH THE HARDWARE OR SOFTWARE YOU USE, OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT.

11. LIBERTY HALL’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  • IN NO EVENT WILL WE OR ANY OF OUR 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, OR THE INABILITY TO USE THE SITE.
  • OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.
  • UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF LIBERTY HALL, ITS AGENTS, AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE 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.

12. You will be responsible for any liability to Liberty Hall that arises out of your breach of this User Agreement or your use of the Site.

  • You agree to indemnify, defend, and hold harmless Liberty Hall 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 Site,
    • 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, or
    • claims asserted by third parties that, if proven, would place you in breach of representations, warranties, covenants, or other provisions contained in this User Agreement.
  • Liberty Hall may, in its sole and absolute discretion, control the disposition of any claim against it (and the selection of counsel) at your sole cost and expense. Without limiting the foregoing, you may not settle, compromise, or in any other manner dispose of any claim against Liberty Hall.

13. YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND LIBERTY HALL 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.
    • To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
  • Any arbitration under this User Agreement shall be conducted in New York City before a panel of three (3) arbitrators pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, except to the extent that such rules are modified by this User Agreement. Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate.
  • Notwithstanding the foregoing, Liberty Hall will have the right, in its exclusive discretion, to seek injunctive or other equitable relief in state or federal court located in New York, New York, to enforce these terms or to prevent an infringement of its rights or to prevent harm to any Liberty Hall users. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court. This choice of venue (for both arbitration and litigation) is intended by both of us to be mandatory and not permissive in nature, and to preclude the possibility of arbitration or litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this section.

14. Force Majeure

  • Liberty Hall will not be liable for failing to perform under this Agreement by the occurrence of any event beyond its reasonable control, including, without limitation, a labor disturbance, an internet outage or interruption of service, a communications outage, failure by a service provider to Liberty Hall to perform, fire, terrorism, natural disaster, or war.

15. You are bound by certain other general conditions.

  • We may assign this User Agreement in whole or in part at any time without your consent.
  • You may not assign, delegate, or transfer this Agreement or your rights or obligations hereunder, or your account, in any way (by operation of law or otherwise), without Liberty Hall’s prior written consent.
  • In the event that Liberty Hall is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from our users as part of such merger, acquisition, sale, or other change of control, in the unlikely event of our bankruptcy, insolvency, reorganization, receivership, or assignment for the benefit of creditors, or the application of laws, or equitable principles affecting creditors’ rights generally, we may not be able to control how your Personal Information is treated, transferred, or used.
  • 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 this User Agreement shall remain in full force and effect.
  • This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Liberty Hall concerning the subject matter hereof.
  • The failure or delay of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
  • Except as specified in this Agreement, Liberty Hall support staff or other Liberty Hall owners or employees do not have the authority to amend any of this Agreement or to bind Liberty Hall to any legal or other obligation not already set forth in this Agreement.

16. If you create an account with Liberty Hall and Liberty Hall provides you with a password, you must provide complete and accurate information and keep your password and certain Content confidential.

  • In creating an account, you agree to provide Liberty Hall with accurate and complete registration information, as prompted in the registration form and consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You must promptly notify Liberty Hall if any of this information changes.
  • If you fail to provide or update this information, Liberty Hall may terminate your account or, in certain circumstances, your right to use the Site.
  • You agree that Liberty Hall may communicate with you by e-mail using the address that you have provided. Liberty Hall is not responsible for communications we attempt to make via e-mail that you do not receive because the e-mail address we have on file is incorrect or is no longer being used by you.
  • If you choose to provide data to us through registration, that data may be accessed, retained, or disclosed within Liberty Hall, but will not be shared with unaffiliated third parties except as you expressly permit, or as authorized by applicable laws and our Privacy Policy.
  • You are solely responsible for maintaining the confidentiality and security of your password. You accept full responsibility for any use of your password. You must notify Liberty Hall immediately of any actual or suspected loss, theft, or unauthorized use of your password via info@libertyhallcapital.com.
  • For security purposes, Liberty Hall recommends that you change your password often, that you do not reuse passwords, and that you use unique passwords for this Site.
  • You may not disclose any Content that is contained within the password protected portion of the Site to any third party, except to your financial, legal, or tax advisors, and others with whom you share investment decisions.
  • We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We 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.

17. Contact Information