LOGICA CAPITAL ADVISERS, LLC

WEBSITE TERMS AND CONDITIONS OF USE

 

Thank you for visiting the website of Logica Capital Advisers, LLC and its affiliates (together, “Logica”, “we”, “us” or “our”).  References to “you”, “your” or an “investor” in this website terms and conditions of use (“Terms of Use”) means any visitor of Logica’s website, current, prospective or former investor, managed account client, as applicable, who is an individual, or any individual connected with the foregoing who is a legal person.  By accessing or using this website (this “Site”) of Logica Capital Advisers, LLC and its affiliated entities (collectively, “Logica”, “us”, “we”, or “our”), you hereby accept and agree to comply with these Terms of Use.  Certain areas of the Site may include additional terms and conditions that govern the use of those areas.  You will also be bound by those additional terms and conditions, and they are automatically incorporated into and considered part of this Terms of Use.

 

PLEASE READ THIS TERMS OF USE CAREFULLY BEFORE USING THIS SITE.  WHETHER OR NOT YOU ACTUALLY READ THE TERMS OF THIS TERMS OF USE, YOUR USE OF THIS SITE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS TERMS OF USE IN ITS THEN-CURRENT FORM.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS TERMS OF USE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

 

1.           NO OFFER OF SECURITIES.  You acknowledge that the Information and Materials (as defined below) contained on this Site are not and should not be construed as legal, tax, accounting or investment advice (including any advice concerning the suitability or profitability of any security or investment).  Under no circumstances should this Site or any Information and Materials be used or considered as an offer to subscribe or a solicitation by Logica or any investment fund or other entity directly or indirectly managed by Logica, to invest in any investment fund managed by Logica.  Offers can only be made where lawful under, and in compliance with, applicable law.  By accessing this Site, you agree and acknowledge that (a) you are an “accredited investor” within the meaning of Rule 501 under the U.S. Securities Act of 1933, as amended; (b) you are a “qualified client” as such term is defined under the Investment Advisers Act of 1940, as amended, subject to certain exceptions; and (c) you have a substantive pre-existing relationship with Logica.  Further, you agree and acknowledge that you are familiar with these standards and shall provide Logica with written evidence and/or representations confirming your compliance with these standards upon reasonable request.

 

2.           ACCEPTANCE OF THE TERMS OF USE.  Logica welcomes you to the products, services, tools and information on this Site.  Logica operates the Site, either alone or in conjunction with its affiliates, agents and partners.  Before using the Site, please read these Terms of Use carefully.  These Terms of Use will govern your access to and use of the Site, including any content, functionality, and services offered on or through the Site.  Any use of the Site will constitute your understanding and acceptance of these Terms of Use.  If at any time, you do not wish to accept the Terms of Use, you may not access, link to, or use the Site.  If you do not accept the Terms of Use stated herein, please do not use the Site.  Logica reserves the right, in its sole discretion, without any obligation or notice requirement, to alter, modify, add, update or remove portions of these Terms of Use at any time, and any such changes will be effective at the time the Company posts it on the Site.  You are responsible for reviewing these Terms of Use periodically, and your continued use of the Site constitutes your acceptance of all such changes.  We may update the content on this Site from time to time, but its content is not necessarily complete or up-to-date.  Logica expressly reserves the right to monitor any and all use of the Site and to exclude persons (whenever possible) from the use of the Site. 

 

These Terms of Use supplement any other agreements between you and Logica or its affiliates, including any investment management agreements, advisory agreements and any other agreements that govern your use of Logica’s (or, if applicable, any third party’s) products, services, content, tools and information available on the Site.  If there is any conflict between these Terms of Use and your agreement(s) with Logica or its affiliates, then your agreements with Logica or its affiliates will govern.  

 

3.           ACCESSING THE SITE AND SECURITY.  We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice.  We will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any period.  From time to time, we may restrict access to some parts of the Site, or the entire Site.  You are responsible for both: (a) making all arrangements necessary for you to have access to the Site; and (b) ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.  To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information.  It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete.  You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

 

4.         CONFIDENTIALITY; RESTRICTIONS ON USE AND DISCLOSURE OF INFORMATION AND MATERIALS; INTELLECTUAL PROPERTY.  All content displayed or otherwise contained on or available via this Site, including without limitation all images, text, screens, documents, data and other materials (collectively, “Information and Materials”) constitutes the proprietary intellectual property of Logica or its licensors, and are protected by U.S. and international copyright laws.  By accessing or utilizing this Site, you agree not to directly or indirectly copy, modify, recast, create derivative works, post, publish, display, redistribute, disclose, or make available the content displayed or otherwise contained on or available via this Site, in whole or in part, to any third parties, or assist others to do the same, or otherwise make any commercial use of the materials without the prior written consent of Logica.  This Information and Materials in the password-restricted portions of the website are intended solely for your personal use. You may download, print and store selected portions of such Information and Materials, provided you (a) only use these copies of such Information and Materials for your own personal use; provided, however, you may discuss the contents with your financial, legal or tax advisors, and other with whom you share investment decisions, and (b) do not alter or modify the Information and Materials in any way.  You acknowledge that Logica and Logica Capital Advisers, LLC are registered trademarks, or trademarks, of Logica or its affiliated entities, that are protected in the United States and elsewhere throughout the world, and you shall not contribute or further in any way, directly or indirectly, unauthorized usage by any individual or entity not affiliated with Logica.  Your use of this Site shall be governed and constrained by applicable copyright, trademark and other intellectual property laws, in addition to this Terms of Use. 

 

Unless otherwise indicated, trademarks, service marks, service names, slogans, logotypes, or logos on the Site are the trademarks, registered trademarks, service marks, or trade dress of Logica.  Any other third-party trademarks, service marks, or service names on the Site are used for identification purposes only and are the property of their respective owners.  You are prohibited from using any marks for any purpose, including, but not limited to, use as metatags on other pages or sites on the World Wide Web, without prior written permission of Logica or such third-party.

 

You may not use this Site to transmit, distribute or store material (i) in violation of any applicable law or regulation, (ii) in a manner that shall infringe the copyright, trademark, trade secret or other intellectual property right of another or violate the privacy, publicity or other personal right of another, or (iii) that is defamatory, obscene, threatening, abusive or hateful.  You are prohibited from violating or attempting to violate the security of this Site.  You agree you have not taken and will not take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site, and you have not and will not add to, subtract from, or otherwise modify the content on the Site. 

 

5.           RESIDENTS OF CANADA.  This Site and any Information and Materials in or accessible through this Site are not, and under no circumstances are to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities in Canada or any province or territory thereof.  No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this Site and any Information and Materials in or accessible through this Site or the merits of the securities described herein and any representation to the contrary is an offence.  Under no circumstances are this Site and any Information and Materials in or accessible through this Site to be construed as an offer to sell securities or as a solicitation of an offer to buy securities in any jurisdiction of Canada.  Any offer or sale of the securities described herein in Canada will be made only under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators.  This Site and any Information and Materials in or accessible through this Site are made available only to Canadian resident clients who qualify as an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions and, in Ontario, in section 73.3(1) of the Securities Act (Ontario), as applicable, and, a “permitted client” as such term is defined in section 1.1 of NI 31-103 or a “permitted client” as such term is defined in in section 1 of Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers (“MI 32-102”), as applicable.  In addition, upon receipt any Information and Materials from this Site, each Canadian recipient hereby confirms that it has expressly requested that the Information and Materials be drawn up in the English language only.  De plus, dès réception de ces documents, chaque récipiendaire canadien confirme par la présente qu’il a expressément demandé que ces documents soient rédigés seulement en anglais.  By accessing this Site, you agree and acknowledge that you expressly consent to receiving the Information and Materials from Logica.

 

6.           DISTRIBUTION.  This Site and any Information and Materials in or accessible through this Site are not directed at, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any jurisdiction where such distribution, publication, availability or use would be contrary to applicable law or regulation or which would subject Logica to any registration or licensing requirement.  The products and services referred to on this Site may be subject to legal and regulatory requirements applicable in the jurisdiction where you are a resident and/or may not be suitable to you or available in the jurisdiction in which you are located.  Those who choose to access this Site do so on their own initiative and are responsible for establishing the legality, usability and correctness of any Information and Materials under any or all jurisdictions and the compliance of that Information and Materials with local laws, if and to the extent local laws are applicable.  You may not use or export the Information and Materials in violation of U.S. laws and regulations.  You confirm that you have not been solicited, required or advised to access this Site or to make any request that Logica provide you with any information about the investment funds managed by it.  The Information and Materials contained on this Site are not intended to constitute, and should not be construed as, investment advice.  Potential investors in investment funds managed by Logica should seek their own independent financial advice.

 

7.           NO PROFESSIONAL ADVICE OR SOLICITATION OF OFFERS.  This Site is not intended to provide any tax, legal, insurance, or investment advice, and nothing on the Site should be construed as a recommendation to buy, sell, or hold any investment or security or to engage in any investment strategy or transaction.  Logica does not represent that the securities products or services discussed on the Site are suitable or appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance.  You should consult your business advisor, attorney, or tax and accounting advisor regarding your specific business, legal or tax situation.  Nothing on the Site shall be construed as a solicitation to buy or an offer to sell a security or any other product or service by Logica or any third party.

 

8.           INVESTMENT RISKS.  Past performance of our investment funds, investment strategies, accounts and services is no guarantee of future results.  Investment return and principal value for our investment funds, accounts an investment strategies may fluctuate, and you may have a gain or loss when you sell.  Our investment funds, accounts, services, investment strategies and other investment products are subject to risks, including possible loss of the principal amount invested.  Our investment funds, accounts and investment strategies are not insured by the FDIC and are not deposits or obligations of or guaranteed by any financial institution.  Each investment fund’s risks are discussed in the corresponding private placement memorandum and related offering documents, which should be read carefully before investing.

 

9.           USE OF THIRD PARTY SERVICE PROVIDERS.  Logica may use third party service providers to assist in providing certain services with or without notice to you (each, a “Third Party Service Provider”).  Logica may also change Third Party Service Providers without notice.  You consent and authorize Logica to delegate the authorizations (made through any agreement separate from these Terms of Use) you provide to Logica to its Third Party Service Provider(s) as Logica deems necessary or desirable to provide the appliable service to you.  You agree that these Terms of Use inure to the benefit of such Third Party Service Providers and such Third Party Service Providers are deemed to be third party beneficiaries of these Terms of Use and any incorporated terms also are deemed to include, where applicable, Logica’s agents, such as the Third Party Service Providers.  To protect the privacy and security of your personal information, Third Party Service Providers will only be authorized to use or maintain your personal information only in accordance with Logica’s Privacy Policy.

 

10.         PROHIBITED USES.  Unauthorized use of the Site includes, but is not limited to, unauthorized entry into Logica’s system and misuse of passwords or any other information and is strictly prohibited. Accordingly, you may not attempt to gain unauthorized access to the Site or service, computer systems, or networks connected to the Site through hacking, password mining, or any other means.  Because Logica’s (or its service providers) servers have limited capacity, you may not use the Site in any manner that could damage, disable, impair, or overburden Logica’s servers or any network connected to any of Logica’s servers.  You may use the Site only for lawful purposes and in accordance with these Terms of Use.  You agree not to use the Site: (a) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries); (b) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (c) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use; (d) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (e) to impersonate or attempt to impersonate Logica, a Logica employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing; (f) in any manner that would interfere with any other party’s use of this Site; (g) in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site; (h) use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; (i) use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent; (j) use any device, software, or routine that interferes with the proper working of the Site; (k) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (l) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; (m) attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or (n) engage in any other conduct that otherwise attempts to interfere with the proper working of the Site or restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm Logica or users of the Site, or expose them to liability.

 

11.         MONITORING AND ENFORCEMENT; TERMINATION.  Logica may restrict, suspend, or terminate your access to and use of all or any part the Site, at any time, with or without cause, in Logica’s sole discretion.  We have the right to: (a) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and (b) terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Use.  Upon termination, you must destroy all Information and Materials obtained from the Site and all copies of those Information and Materials, whether or not they were made under these Terms of Use.  You agree that Logica shall not be liable to you or any third party for any termination of your access to the Site.  The following provisions of these Terms of Use shall survive the termination of your use or access to the Site: all provisions concerning indemnification, disclaimers, limitations of liability, termination, and any other provision that by its terms survives termination of your use of or access to the Site.  All of these Terms of Use that by their nature should survive termination will survive termination, including, but not limited to, indemnification, disclaimers, limitations of liability, and termination.

 

12          RELIANCE ON INFORMATION POSTED.  The information presented on or through the Site is made available solely for general information purposes.  We do not warrant the accuracy, completeness, or usefulness of this information.  Any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such Information and Materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.  This Site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services.  All statements and/or opinions expressed in these Information and Materials, and all articles and responses to questions and other content, other than the content provided by Logica, are solely the opinions and the responsibility of the person or entity providing those materials.  This Information and Materials do not necessarily reflect the opinion of Logica.  We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

 

13.         TIMELINESS OF CONTENT.  All content and Information and Materials on the Site is presented as of the date published or indicated and may be superseded by subsequent market events or for other reasons.  Additionally, you are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data.  We undertake no responsibility to notify you of changes to the Site or its content and expressly reserve the right to change such information, including any opinions or forecasts, at any time without notice.

 

14.         USE OF LINKS TO OTHER WEBSITES.  The Site may contain links to third-party websites.  These links are provided solely as a convenience to you and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by Logica of the contents on such third-party websites.  Logica is in no event responsible for the content available through framed areas or hyperlinks to third-party websites, whether the hyperlink is provided by Logica or a third party.  Logica does not prepare or maintain, will not review or update, and does not guarantee the accuracy, timeliness, completeness, suitability, reliability, or usefulness of any information contained on third-party websites.  If you decide to access linked third-party websites, you do so at your own risk.

 

15.         USER INFORMATION; USER COMMUNICATIONS.  All information we collect on this Website is subject to our Privacy Policy.  Subject to the Logica’s Privacy Policy and applicable law, Logica may use the information it obtains relating to you, including, but not limited to, your internet protocol (“IP”) address, name, mailing address, email address, and use of the Site, for its internal business and marketing purposes and may disclose the information to its affiliates and other third parties for such purposes.  By using the Site, you consent to the transmission of such information by electronic means through the Internet and represent that such consent shall be effective each time you use the Site.  If particular web pages permit the submission of communications that will be treated by Logica  as confidential, that fact will be stated in Logica’s Privacy Policy.  If Logica or any of its affiliates use any of your communications to develop or market products, services, content, tools, or information, you agree that Logica and its affiliates can do so without compensating you.

 

16.         MODIFICATIONS.  Logica may modify the terms of this Terms of Use or any other terms and conditions governing this Site, at any time and in its sole discretion, by posting the modified Terms of Use on this Site, without notice to you.  The modifications shall be effective upon such posting (unless some other date is specified in the posting, in which case that date shall be deemed the effective date for the modifications).  You agree to review this Terms of Use periodically so that you are aware of any modifications.  Your use of this Site indicates your full acceptance of this Terms of Use in its then current form each time you use this Site.  You may not modify the terms of this Terms of Use or any other terms or conditions governing this Site without Logica’s express prior written consent.

 

17.         DISCLAIMER OF WARRANTIES.  All contents, products, and services on the Site are provided on an “AS IS,” “WHERE IS,” “AS AVAILABLE,” and “WHERE AVAILABLE” basis, and Logica, to the fullest extent permitted by law, disclaims all express or implied warranties, including, but not limited to, the warranty of merchantability, non-infringement, and fitness for a particular purpose.  Logica does not warrant that the Site will meet your needs, be error-free, continuous, uninterrupted, or secure, or contain no computer viruses, Trojan horses or other harmful content, and Logica makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of any material, services, software, texts, graphics, photographs, or links contained on the Site or any results that may be obtained from using the Site.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.  TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.  YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK.  THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  NEITHER LOGICA NOR ANY PERSON ASSOCIATED WITH LOGICA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER LOGICA NOR ANYONE ASSOCIATED WITH LOGICA REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.  TO THE FULLEST EXTENT PROVIDED BY LAW, LOGICA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.  THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

18.         LIMITATION OF LIABILITY.  The Site may contain inaccuracies or typographical errors, for which Logica disclaims any liability.  Any information on this site, including any opinions expressed herein, may be changed at any time without notice.  Use of the Site or the Material is at your own risk.  Logica, its affiliates, directors, officers, or employees, and any third parties mentioned on the Site are not liable, in contract, tort, strict liability, or otherwise, for any direct, special, punitive, consequential, incidental, or indirect damages (including, but not limited to, lost profits, cost of procuring substitute service, or lost opportunity) in connection with the use of the Site or for any delay or inability to access or use the Site, even if such damages are reasonably foreseeable or Logica has been advised of the possibility of such damages or losses.  This limitation on liability includes, but is not limited to, the transmission of any computer viruses, failure of mechanical or electronic equipment or communication lines (including telephone, cable, and internet), unauthorized access, theft, operator errors, business interruption, severe or extraordinary weather, flood, fire, earthquake, war, insurrection, terrorist act, riots, strikes or other labor dispute, accident, emergency, or action of government.  If you live in a state that does not allow the limitation or exclusion of liability or warranties, the above limitations and exclusions may not fully apply to you.  If the above is deemed unenforceable, in no event shall Logica’s total liability to you for damages, losses, and any and all potential causes of action, whether in contract, tort, or otherwise, exceed the amount paid by you, if any, for accessing the Site.  Your use of the Site constitutes your express agreement to this Section 18.  TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL LOGICA, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY SITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.  THIS LIMITATION OF LIABILITY IS COMPREHENSIVE.  THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

19.         INDEMNIFICATION.  As a condition of your use of the Site, you agree to defend, indemnify, and hold harmless Logica and its affiliates, and any of their respective partners, members, officers ,directors, affiliates, agents, employees, advisers, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all suits, losses, claims, damages, liabilities, actions, demands, costs and expenses (including, without limitation, judgments, fines and amounts paid or to be paid in settlement and reasonable attorneys’ and other professional fees) arising out of or in any way connected tor related to (a) your access to or use of the Site or any Material (including Software); (b) your actual or alleged breach of this Terms of Use or any representation, warranty, or covenant made by you in this Terms of Use; (c) your violation of any applicable law, statute, ordinance or regulation; or (d) claims asserted by third parties which, if proven, would place you in breach of the representations, warranties, covenants or other provisions in this Terms of Use.  Logica shall provide notice to you of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.

 

20.         NO GUARANTEE OF EMPLOYMENT.  This Site may, from time to time, contain information regarding employment opportunities.  Nothing on this Site constitutes an offer of employment or promise thereof. Logica does not guarantee that documents submitted by users in connection with employment opportunities will result in candidates being hired or positions being filled.

 

21.         SEVERABILITY; ENTIRE AGREEMENT.  If any provision of these Terms of Use is found to be invalid, unlawful, void, or for any reason unenforceable by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.  This Terms of Use, the Privacy Policy, and the Regulatory Disclosures constitute the sole and entire agreement between you and Logica regarding this Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding this Site.

 

22.         JURISDICTIONAL ISSUES AND APPLICABLE LAW.  Logica makes no claims that any of the Material is appropriate or may be downloaded outside of the United States.  Access to the Material may not be legal by certain persons or in certain countries.  If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.  These Terms of Use shall be governed by and construed in accordance with the laws of the State of California and the applicable provisions of U.S. federal law without regard to conflicts of law.  To the extent that the applicable laws of the State of California or any of the provisions herein conflict with the applicable provisions of U.S. federal law, the latter shall control. Any legal action relating to these Terms of Use shall be filed only in the Superior Court of California in the County of Los Angeles or the United States District Court for the Central District of California, and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any such action.  Not limiting the foregoing, because of the global nature of the internet, you agree to comply with all local rules regarding online conduct, including all laws, rules, codes, and regulations of the country in which you reside and the country from which you access the Site.

 

23.         WAIVER AND SEVERABILITY.  No waiver by Logica of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Logica to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.  If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

 

24.         NO RELIANCE.  While Logica uses reasonable efforts to update the Information and Materials contained on this Site, Logica makes no representations or warranties as to the accuracy, reliability or completeness of any Information and Materials.  Any content of this Site is subject to change without notice.

 

25.         PAST PERFORMANCE AND RISK OF LOSS.  Past performance is not indicative of future results.  There can be no assurance that the strategies or investment funds described herein will make any profits at all or will be able to avoid incurring substantial losses.  Neither Logica, nor the partners, officers, directors, employees, members, managers of employees of Logica guarantee the performance of any investment or any particular rate of return.  Investment returns are not guaranteed.

 

26.         LOGICA’S SEC FORM ADV.  Prospective Investors should carefully review Logica’s Form ADV as filed with the U.S. Securities and Exchange Commission available at www.adviserinfo.sec.gov.

 

27.         SUBMISSIONS.  Logica does not wish to receive any confidential or proprietary ideas, suggestions, or information through this Site.  You agree that all unsolicited comments, feedback, ideas, suggestions and other subject matter disclosed or submitted to Logica through this Site shall become and remain the exclusive property of Logica.

 

28.         ASSIGNABILITY.  You agree that Logica may assign these Terms of Use in whole or in part at any time without your consent.  You may not assign these Terms of Use or delegate any of your obligations hereunder.  Any purported assignment of these Terms of Use in violation of its terms shall be void.

 

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Last updated January 10, 2022