Disclaimer and Terms and Conditions of Use

Please carefully read the following Disclaimer and Terms and Conditions of Use (“Terms of Use”) before using this website (“website”).   By using this website, you acknowledge your agreement with and understanding of the Terms of Use pertaining to this website, including all material on it, and agree to be bound thereby. Nothing contained in these Terms of Use is intended to modify or amend any other written agreement, if any, that may currently be in effect between you and Victoria Capital Partners and/or its affiliates (“VCP” or “we” or “us”) with regards to matters other than your use of this website. These Terms of Use may be updated by VCP at any time and any such modifications will be effective immediately upon posting. We suggest that you periodically check these Terms of Use for modifications. We may, at our discretion, modify, suspend, discontinue or restrict the use and availability of any of the content of this website, or any portion thereof, without notice or liability. Your use of this website may be monitored and used for VCP’s internal business purposes, without liability. If you do not agree to these Terms of Use for any reason, do not use this website.

Restrictions on Use

Except as otherwise stated in these Terms of Use or as expressly authorized by VCP in writing, you agree not to (or enable others to):

• Modify, copy, screen capture, distribute, forward, transmit, post, display, perform, reproduce, publish, broadcast, license, create derivative works from, transfer, sell, monetize or exploit any reports, data, information, content, products, services, or other materials on, generated by or obtained from this website, whether through links or otherwise (collectively, “Materials”);
• Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of this website;
• Engage in any conduct that could damage, impair, disable, or overburden this website or interfere with any other person’s use thereof;
• Probe, scan, or test the vulnerability of, or override any security feature of, this website or attempt to gain unauthorized access to Materials, services, systems, networks, servers, or accounts connected or associated with this website;
• Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, spiders, scrapers, browser plugins and add-ons, or any other technology or manual work) for any purpose including scraping the Materials or otherwise copying information from this website;
• Modify, copy, obscure, remove, or display VCP’s name, logo, trademarks, text, notices, or images without VCP’s express written permission; or
• Include the term “Victoria Capital Partners” or any VCP trademark or executive’s name, or any variation of the foregoing, as a meta-tag, hidden textual element, or any other indicator that creates an impression of affiliation, sponsorship, or endorsement by VCP.

No Offer or Advice

You acknowledge that the content of this website is for general, informational purposes only, is not intended to constitute an offer to sell or buy any securities or promise to undertake or solicit business, and may not be relied upon in connection with any offer or sale of securities. An offer or solicitation will be made only through a final private placement memorandum, subscription agreement and other related documents with respect to a particular investment opportunity and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor.

This website contains general information about Victoria Capital Partners for management teams and individuals considering possible employment with our firm. We are not utilizing this website to provide investment, tax or other advice, and nothing on this website is to be deemed a recommendation that you buy, sell or hold any security or other investment or that you pursue any investment style or strategy. If you would like investment, accounting, tax or legal advice, you should consult with your own advisors with respect to your individual circumstances and needs.

Links from or to Other Websites

This website may contain links to, or may be linked from, other websites which are not maintained by us and to which we may not have granted permission to be linked. We do not endorse, have any responsibility for, or make any representations about, any other websites, including their products and services, content, communications or website use policies. If you click on these links and leave this website, these Terms of Service no longer apply. You are responsible for complying with a third party site’s terms of use and understanding its privacy policy, both of which should be reviewed carefully.  We expressly disclaim any responsibility for your access to or use of such other websites. Your linking to or from any off-site pages or other websites is at your own risk and you agree that VCP is not liable for any loss or damage that you may suffer by using third-party websites or any content, advertising, products, or other materials in connection therewith.

All information available through the privileged area of this website is confidential and proprietary to VCP. This includes all investment information and results, offering materials, financial statements and other Materials provided through such part of this website. You will use your best efforts to keep such information strictly confidential. You will not disclose any of this information to any person or use it for any purpose other than those strictly permitted by VCP, in writing.

Login I.D. and Passwords

Access to specific areas of this website requires the usage of a login I.D. and associated password. You agree to keep this information confidential, and not to provide it to any other person except your employees, counsel and other professional advisors who have a need to access the information to advise you regarding your investment. You are responsible for maintaining the confidentiality of any account information, including logins and passwords, that you use to access any page or feature on this website, and for logging off of your account and any protected areas of this website. Further, you are fully responsible for all activities occurring under your accounts, logins and passwords that result from your negligence, carelessness, misconduct, or failure to use or maintain appropriate security measures. If you become aware of any suspicious or unauthorized use of, loss or theft of your login I.D. or password, you will immediately inform a representative of VCP. VCP will not be liable for any loss or damage arising from your failure to comply with this paragraph.

You agree to use this website to access only those accounts on which you are authorized to act. You agree not to obtain or attempt to obtain access to any parts of or features on this website, or to any other protected Materials or information, through any means not intentionally made available to you by VCP.

International Use

Due to the global nature of the Internet, this website may be accessed by users in various countries around the globe. You agree to comply with all local rules with respect to your account and your online conduct, including all laws, rules, codes, and regulations of the country in which you reside and the country from which you access this website.  We make no warranties that materials on this website are appropriate or available for use in any such locations. If it is illegal or prohibited in your country of origin to access or use this website, then you should not do so. Those who choose to access this website do so on their own initiative and are responsible for compliance with all local laws and regulations.

Ownership

All content included on this website, such as graphics, logos, articles and other materials, is the property of VCP or others and is protected by copyright and other laws. All trademarks and logos displayed on this website are the property of their respective owners, who may or may not be affiliated with VCP. Nothing contained on this website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any content or trademark displayed on this website without the written permission of VCP or such other third party that may own the content or trademark displayed on this website.  VCP’s trademarks, service marks and trade dress may not be used in connection with any product or service that is not VCP’s, in any manner that is likely to cause confusion among customers or investors, or in any manner that disparages or discredits VCP.

Past Performance

Any performance data or comments expressed on this website are an indication of past performance. Past performance is not indicative of future results; 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.

Collection of Usage Information

This website uses a variety of technologies, such as cookies, as described further below, to collect information that helps VCP understand how the site is used. Specifically, when a visitor uses the website, VCP or third-party service providers acting on its behalf may automatically collect a variety of website usage statistics, such as the pages that you access, the time you spend on each page, the browser type you are using and your IP address, which may be analyzed to improve the web design and functionality, to enhance VCP’s ability to serve investors and their accounts and to tailor its communications to investors regarding products and services.

A “cookie” is a small file of letters and numbers that is stored on a user’s computer, tablet, mobile phone, or other device when such user visits a website. Cookies contain information that is transferred to or read on a device and allow websites to recognize devices and store certain information, such as user preferences.

VCP works with third parties to collect the information discussed above for the purposes of analysis, auditing, research, and reporting. In particular, this website uses Google Analytics to help collect and analyze certain information for the purposes discussed above. The information generated about your use of this website may be transmitted to and stored by Google Analytics on servers outside your country of residence.  Information on how Google Analytics collects and processes your data is available here: www.google.com/policies/privacy/partners/.

If you are uncomfortable with the idea of your information being used in this way, most computer systems and web browsers offer privacy settings and options, such as disabling cookies or opting for “Do Not Track” features. This website does not override these settings or options. However, if you do not wish to provide such information through the website or opt to utilize the aforementioned privacy features of your computer system or web browser, you may be unable to obtain certain content, features, services, products, or benefits of this website.

No Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THIS WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, VCP AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES REGARDING SECURITY (INCLUDING FREEDOM FROM VIRUSES OR OTHER HARMFUL COMPONENTS), CURRENCY, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY, WITH RESPECT TO (I) THE SITE; (II) ANY MATERIALS, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH THE SITE; (III) USE OF THE SITE, MATERIALS, PRODUCTS, OR SERVICES; AND (IV) THE RESULTS OF THE USE OF THE SITE, MATERIALS, PRODUCTS, OR SERVICES.

FURTHER, VCP AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY MATERIALS, PRODUCTS, OR SERVICES AVAILABLE THROUGH THIS SITE.

EXCEPT AS PROVIDED BY LAW, NEITHER VCP NOR ITS THIRD-PARTY INFORMATION PROVIDERS AND VENDORS HAS ANY RESPONSIBILITY TO MAINTAIN THE MATERIALS, PRODUCTS, OR SERVICES OFFERED ON THE SITE OR TO SUPPLY CORRECTIONS, UPDATES, OR RELEASES FOR THE SAME.

Limitation of Liability

NEITHER VCP NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, OR DAMAGES CAUSED BY THEFT, UNAUTHORIZED ACCESS, ERROR, OMISSION, INTERRUPTION, DEFECT, SYSTEMS FAILURE, FAILURE OF PERFORMANCE, DELAY IN OPERATION, COMPUTER VIRUS, OTHER COMPUTER MALFUNCTION, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, CAUSED BY THE USE OF OR INABILITY TO USE THE SITE, MATERIALS OR ANY PRODUCTS OR SERVICES PROVIDED HEREIN, OR ANY OTHER MATTER RELATING TO THIS SITE, EVEN IF VCP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree your use of this website and use or reliance upon any of the Materials on it is solely at your own risk.   You understand and agree that your use of this website is predicated upon your waiver of any right to sue VCP directly or to participate in a suit for any losses or damages resulting from your use of this website.

Indemnification

You agree to indemnify, defend, and hold harmless VCP and each of its officers, directors, employees, and agents, from and against all claims, demands, liabilities, damages, losses, or expenses, including attorney’s fees and costs, arising out of or related to your improper access to or use of this website, any violation by you of these Terms of Use, your use of any Materials obtained from this website and your fraud, violation of law, negligence or willful misconduct.

Termination

The rights granted to you herein terminate immediately upon any violation by you of these Terms of Use. VCP, in its sole discretion, reserves the right to temporarily or permanently terminate your access to and use of this website at any time and for any reason whatsoever, without notice or liability. VCP will not be liable to you or any third party for any termination of your access to or use of this website.

Integration and severability

If any provision of these Terms of Use is deemed unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions. These Terms of Use represent the entire agreement between you and VCP relating to the subject matter herein.

Disputes

Any dispute or claim relating in any way to these Terms of Service or your use of this website will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this agreement.

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, you waive any right to a jury trial. You agree that VCP may bring suit in court to enjoin infringement or other misuse of its intellectual property rights.

Applicable Law

By using this website, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of New York, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and VCP.

Last revised March 22, 2018.