Welcome to the Eisenstat Capital Partners LP ("Eisenstat Capital Partners") website (the "Site"). By using 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 Eisenstat Capital Partners, and governs your access to 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 Eisenstat Capital Partners by e-mail at firstname.lastname@example.org with questions about the terms and conditions of this User Agreement.
By clicking "I have read and accepted the terms set out in the legal notice" to the right of this user agreement, you are agreeing that you have read, understand and accept the terms and conditions contained herein, will abide by this user agreement in its then current form, and are legally bound by this user agreement.
This Site contains confidential information. It is intended only for use by clients of Eisenstat Capital Partners and its representatives and affiliates (“Client”). If you are not a Client of Eisenstat Capital Partners, you are hereby notified that any review of the information contained in this Site is strictly prohibited. If you are a Client, you are hereby notified that the dissemination, distribution or duplication of the information contained in this Site is strictly prohibited.
1. Eisenstat Capital Partners grants you a limited right to use the Site.
· 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 Eisenstat Capital Partners may revoke your right to use all or any portion of the Site.
· You may not directly or indirectly violate or attempt to violate the security of the Site.
2. The Site is owned by Eisenstat Capital Partners, its affiliates and/or third parties.
· The Site and the Content are owned by Eisenstat Capital Partners, its affiliates and/or third parties and are protected by one or more copyright, patent, trademark, service trade secret and other intellectual property or proprietary rights laws.
· You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site.
· You may not publish, broadcast, retransmit, reproduce, modify, transfer, license, assign, 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 view, download and print copies of any accessible Content for your personal, non-commercial use only in your capacity as a Client, provided that all hard copies contain all copyright and other applicable notices. You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.
· You may discuss information you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions.
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 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; excluding any agreement containing confidentiality provisions that you have entered into with Eisenstat Capital Partners, which confidentiality provisions shall supersede the relevant terms of this User Agreement;
· you will not delete or alter any Content;
· you will not use this Site at any time for any purpose that is unlawful or prohibited and shall comply with any applicable local, state, national or international laws or regulations when using this Site.
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.
· Eisenstat Capital Partners does 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.
· Eisenstat Capital Partners makes reasonable efforts to provide accurate Content, but at times Eisenstat Capital Partners may not promptly update or correct the Site even if it is aware it is inaccurate, outdated, or otherwise inappropriate.
· Eisenstat Capital Partners may change all or any portion of the Site at any time without notice to you.
· Eisenstat Capital Partners Management does not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.
· You agree Eisenstat Capital Partners is not liable for any action you take or decision you make in reliance on any Content.
· Certain Content constitutes "forward-looking statements," which can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "project," "estimate," "intend," "continue" or "believe," or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Funds may differ materially from those reflected or contemplated in such forward-looking statements.
6. You must keep your password and all Content confidential.
· 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 Eisenstat Capital Partners immediately of any actual or suspected loss, theft, or unauthorized use of your password.
· You may not disclose any Content or any other non-public or proprietary information that is provided to you by Eisenstat Capital Partners directly or indirectly, via this Site or otherwise (whether oral, written, electronic or otherwise), to any third party, except to your legal or tax advisors who need to know such Content for purposes of providing advice to you or with Eisenstat Capital Partners' prior written consent.
· In addition to the foregoing provisions, the Content is subject to the confidentiality provisions in other agreements between you and Eisenstat Capital Partners. Any such confidentiality provisions shall supersede the terms of this User Agreement relating to disclosure of the Content.
· Eisenstat Capital Partners is not obligated to inquire as to the authority or propriety of any use of or action taken under your password. Eisenstat Capital Partners 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.
· Eisenstat Capital Partners reserves the right to terminate, at any time, any registered user's account with Eisenstat Capital Partners (as well as access to the Site), without giving notice or a reason for such termination to the user.
7. Eisenstat Capital Partners is not liable for any technological problems or any impact such problems may have.
· All or any portion of the Site may not be available and may not function properly at any time.
· Eisenstat Capital Partners makes 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.
· Eisenstat Capital Partners takes reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but Eisenstat Capital Partners disclaims liability for any interception of data or communications.
· Eisenstat Capital Partners makes reasonable efforts to ensure that the Site is secure, but it does not guarantee the security of the Site.
· Eisenstat Capital Partners is not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.
· Eisenstat Capital Partners is not liable for any defects, delays, or errors in or resulting from your use of the Site.
8. Eisenstat Capital Partners is not responsible for information on any third party web site that is referenced in, or accessible or connected by hyperlink to, the Site.
· If you access any third party web site 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 Eisenstat Capital Partners.
9. Eisenstat Capital Partners has the right, but not the obligation, to monitor and record activity on the Site and respond as it deems appropriate.
· Eisenstat Capital Partners may monitor and record activity on the Site for any reason or for no reason.
· Eisenstat Capital Partners may investigate any complaint or reported violation of its policies.
· Eisenstat Capital Partners may report any activity it suspects may violate any law or regulation to regulators, law enforcement officials, or other persons or entities it deems appropriate.
· Eisenstat Capital Partners may issue warnings, suspend, or terminate use of the Site, deny access to all or part of the Site or take any other action it deems appropriate.
11. Eisenstat Capital Partners DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM.
· THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
· WITHOUT LIMITING THE GENERAL DISCLAIMER, NEITHER EISENSTAT CAPITAL PARTNERS NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, TIMELINESS, FUNCTIONALITY, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE OR ANY PART OF THE CONTENT. NEITHER EISENSTAT CAPITAL PARTNERS NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
12. Eisenstat Capital Partners' LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
· IN NO EVENT WILL Eisenstat Capital Partners OR ANY OF ITS 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.
· Eisenstat Capital Partners LIABILITY IS LIMITED EVEN IF IT HAS 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 Eisenstat Capital Partners, 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.
13. You will be responsible for any liability to Eisenstat Capital Partners that arises out of your breach of this User Agreement or your use of the Site.
· You agree to indemnify, defend, and hold harmless Eisenstat Capital Partners 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 access to or use of this Site and the Content,
· 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,
· 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,
· your disclosure of Content or any other non-public or proprietary information provided to you by Eisenstat Capital Partners directly or indirectly, via this Site or otherwise (whether oral, written, electronic or otherwise), in contravention of this User Agreement.
14. YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND EISENSTAT CAPITAL PARTNERS 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.
· 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.
15. New York law governs this User Agreement.
· Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. All other issues shall be governed by the law of the State of New York, without regard to its choice of law rules.
16. You will be bound by revised versions of this User Agreement that Eisenstat Capital Partners posts on the Site.
· Modifications will be effective immediately upon posting unless Eisenstat Capital Partners indicates otherwise.
· Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.
17. You are bound by certain other general conditions.
· Eisenstat Capital Partners may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void.
· 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 Eisenstat Capital Partners concerning the subject matter hereof.
18. ELECTRONIC SIGNATURE.
· Please note that this user agreement contains a pre-dispute arbitration agreement, which is set forth in section 14 above.
· The above disclosures should be carefully read, understood and accepted by you before you sign this user agreement.
· Please click "I have read and accepted the terms set out in the legal notice" on this page to sign this user agreement and thereby legally bind yourself to the terms and conditions contained herein. This is the equivalent of you manually signing this user agreement.