THESE TERMS AND CONDITIONS (“T&C”) FORM A LEGAL AGREEMENT BETWEEN YOU, THE END USER (“You”) AND GLOBAL ENDOWMENT MANAGEMENT, LP (“GEM”) THAT APPLIES EACH TIME YOU USE OR ACCESS GEM’S WEBSITE AVAILABLE AT WWW.GLOBALENDOWMENT.COM AND ITS ASSOCIATED WEBPAGES, PORTALS, APPLICATIONS, FEATURES, AND CONTENT (collectively, the “Site”). YOU SHOULD THEREFORE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND ITS FUNCTIONALITY. IF YOU DO NOT AGREE WITH THESE T&C, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE SITE AND ARE INSTRUCTED TO EXIT THE SITE IMMEDIATELY.
License Grant and Restrictions
These T&C provide to You a personal, revocable, limited, non-exclusive, non- sublicensable, and non-transferable license to use and access the Site during the term specified herein solely for Your personal, private, informational use, conditioned on Your continued compliance with all provisions of these T&C (including without limitation any external terms and documentation linked or referenced herein).
When using the Site in accordance with the foregoing license, You shall not directly or indirectly (a) use the Site to create any service, software or documentation that performs substantially the same functionality as the Site, (b) disassemble, decompile, reverse-engineer, or use any other means to attempt to discover any source code, algorithms, trade secrets, or applications underlying the Site or any of its webpages, content, or features, (c) encumber, sublicense, transfer, distribute, rent, lease, time-share, or use the Site in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of, or otherwise modify the Site, (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Site, (f) use or access the Site for any unlawful, fraudulent, deceptive, tortious, malicious, or otherwise harmful or injurious purpose, (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Site or accompanying documentation, or (h) use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any third party’s authorized use of the Site.
The information that GEM provides to You is for Your information only. Some information provided may not be current, or may have changed since the last time You viewed or downloaded it. All information is subject to change without notice. GEM does not in any way represent or warrant as to the accuracy or reliability of any of the information provided, and all information is provided subject to the disclaimers and limitations of liability set forth below.
You represent that You are at least eighteen (18) years of age or the legal age of majority in Your jurisdiction (whichever is greater) and will, at all times, provide true, accurate, current, and complete information (which You have all necessary rights, permission(s), prior express consent, or authority to provide) when submitting information through the Site. In addition, You are responsible for compliance with all applicable laws, rules, and regulations, including but not limited to all laws and regulations governing consumer protection, unfair competition, commercial electronic mail (email) and messages, advertising, privacy, and data security with respect to Your use of the Site. If You access the Site on behalf of any organization, Your organization shall be bound to these T&C and be liable for any breach by You. You represent that You have all rights, power, and authority to agree to these T&C on behalf of Your organization.
The Site is not intended for use or access by any individual under the age of thirteen (13) years, and GEM does not knowingly, willingly, or intentionally collect personal information from such individuals in any medium for any purpose.
If You access the Site on behalf of any organization, then Your organization shall be bound to these T&C and be liable for any breach by You. In such event, You represent that You have all rights, power, and authority to agree to these T&C on behalf of Your organization.
No General Solicitation or General Advertising of Securities
The material contained in this Site is intended only for financially sophisticated investors and is for their private use. The material contained in this Site does not constitute an offer or sale of securities, or any form of general solicitation for purchase of, or general advertising with respect to interests in GEM private pooled investment funds. Such private pooled investment funds rely on private placement exemptions to registration under the Securities Act of 1933 as amended (or the securities laws of any states), and have not been registered as investment companies under the Investment Company Act of 1940. GEM is registered with the United States Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940. GEM is also registered with the Commodity Futures Trading Commission (“CFTC”) as a Commodity Pool Operator (“CPO”). Registration with the SEC or CFTC does not imply any particular level of skill or training.
Informational Purposes Only & No Professional Advice
The contents of this Site, as well as the transactions and other features performed on the Site, are for informational purposes only and cannot replace or substitute for the services of qualified professionals in any field. Nothing on this Site constitutes a recommendation to purchase, sell or hold any security or securities, or that You pursue any investment style or strategy. Further, nothing contained herein is intended to be, or should be considered, investment, accounting, tax, financial or legal advice. The past performance of any investment, investment strategy, or investment style is not indicative of future performance. You are solely responsible for the outcomes and results of any purchase, sale, or other transaction that You conduct via the Site.
You acknowledge that You are solely responsible and accountable for Your decisions, actions, and results regarding investment, accounting, tax, financial or legal matters, and agree that GEM shall not be held liable for any decisions made by You in reliance or with reference to any content or information that You access on the Site with respect to such matters.
Ownership and Proprietary Rights to Content
This Site is owned and operated by GEM, and its contents as well as the compilation thereof, and any software or other proprietary materials used on or integrated with the Site, are the property of GEM or its applicable third-party licensors by ownership or license. GEM reserves all rights in the Site not expressly granted herein. You agree that You do not acquire any ownership rights in any part of the Site under these T&C or through Your use of the Site. GEM does not grant You any rights or licenses, express or implied, to any intellectual property hereunder except as specifically authorized by these T&C. Any claims or concerns regarding this Site should be addressed to: Global Endowment Management, LP, 224 W. Tremont Ave., Charlotte, NC 28203; phone (704) 333-8282; or email InvestorServicesTeam@globalendowment.com.
You further acknowledge and agree that this Site contains information, data, software, photographs, graphics, text, images, logos, icons, typefaces, audio and video material, and/or other material protected by copyrights, trademarks, or other intellectual property and proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. The content of this Site is protected by U.S. and international copyright laws. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer, license, sell, create derivative works from, or in any way exploit any of the content, in whole or in part. You may not upload, post, reproduce, perform, or distribute in any way any content without obtaining permission of GEM and/or the owner of the copyright, trademark or other proprietary right.
Global Endowment Management, Global Endowment, GEM and its logo are trademarks of GEM. They may not be used or displayed without GEM’s prior written consent. All other trademarks, product names and company names and logos appearing on the Site are the property of their respective owners, and may be used only with the permission of the particular owner.
Third Party Content
GEM EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD PARTY CONTENT SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE SITE, AND YOU AGREE THAT GEM SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF OR ACCESS TO SUCH THIRD-PARTY CONTENT.
You may not link to the Site from any pornographic, obscene, profane, defamatory, libelous, threatening, unlawful or other website or material which could constitute or encourage unlawful conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law or regulation. GEM assumes no responsibility or liability which may arise from the content of such websites, including but not limited to claims for defamation, libel, slander, obscenity, pornography, profanity or misrepresentation. Any link to the Site must, when activated by a user, display the Site full-screen in a fully navigable window, and not within a “frame” on the linking website, and the appearance or other aspects of the link may not create the false appearance that a user or other entity is associated with or sponsored by GEM. GEM reserves the right to revoke this consent to link at any time in our sole discretion.
Although the Site may link to other websites (“External Sites”), GEM is not, directly or indirectly, implying any approval, association, sponsorship, endorsement or affiliation with any External Site, unless specifically stated herein. If You follow links to any External Site, You will leave the Site. You acknowledge and agree that GEM has not reviewed the External Sites and is not responsible for the content contained on any External Site. Your access and use of any External Site is at Your own risk and is subject to any terms and conditions provided by the owners of such External Site.
Password Protected Areas of the Site
Access to certain areas of the Site is reserved for investors in GEM private pooled vehicles who have been provided with a password. If You have been provided with a password, use of that portion of the Site is governed by the confidentiality provisions in the fund documents governing Your investment.
You may be required to register an account to use the Site or certain features of the Site. Each registration is for a single user only, unless otherwise expressly agreed by GEM. Registration for the Site may also require access credentials, such as a username and a password, or adherence to other access requirements as designated by GEM in its sole discretion from time to time. You hereby agree to treat Your access credentials as confidential and not to disclose such information to any third party without the express prior written consent of GEM, which may be granted or withheld in its sole discretion. You shall immediately notify GEM if You suspect or become aware of any loss, theft, or unauthorized use of Your login credentials. GEM will not be liable for any loss or damage arising from Your failure (whether intentional or unintentional) to comply with these obligations.
By submitting the requested information to the registration form or similar process on the Site, You represent and warrant that the information You submit for registration is complete, true, accurate, and current in all respects. You must maintain and promptly update Your submitted account information to ensure that such information is complete, true, accurate, and current. GEM reserves the right to suspend, terminate, or otherwise discontinue Your account and/or pending registration if GEM has reasonable grounds to suspect that any information You have submitted is untrue, inaccurate, not current, or incomplete, or that Your registration, account, or use of the Site is in violation of applicable law or these T&C.
You expressly understand and agree that:
(a) Your use of the Site is at Your sole risk. The Site is provided on an "as is" and "as available" basis. To the fullest extent permissible under applicable law, GEM expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
(b) GEM does not warrant or represent that (i) the Site will meet Your requirements, (ii) the Site will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Site will be accurate or reliable, (iv) the quality of any services, or information, or other material obtained by You through the Site will meet Your expectations, (v) the server that makes the Site available is free of viruses or other harmful components; or (vi) any errors in software will be corrected.
(c) Any material downloaded or otherwise obtained through the use of the Site is taken and used at Your own risk and You will be solely responsible for any loss or damage incurred, including, but not limited to, damage to Your computer system or loss of data that results from the download of any such material. You assume the entire cost of all necessary servicing, repair or correction to restore Your system.
(d) No advice or information, whether oral or written, obtained by You from GEM or through or from the Site shall create any warranty not expressly stated herein.
You agree to indemnify, defend, and hold harmless GEM and its officers, directors, employees, agents, successors, and assigns from and against any losses, liabilities, damages, debts, demands, costs, and expenses (including reasonable attorneys’ fees) relating to or arising out of (a) Your violation of these T&C, (b) Your infringement, misappropriation, or violation of any personal or proprietary rights of a third party, and/or (c) Your violation of applicable laws, rules, or regulations. GEM reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with GEM in asserting any available defenses.
Limitation of Liability for Use
GEM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, DATA OR OTHER INTANGIBLES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF GEM (AND ITS RESPECTIVE PARTNERS, PRINCIPALS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS) ARISING OUT OF, FROM, OR RELATING TO THESE T&C SHALL NOT EXCEED $100 UNITED STATES DOLLARS.
These T&C are governed by and construed in accordance with the laws of the State of Delaware, without regard to any principles of conflicts of law. You agree that any action at law or in equity that arises out of or relates to these T&C will be filed only in the state or federal courts located in North Carolina, and You hereby consent and submit to the personal jurisdiction and venue of such courts.
GEM makes no representation that materials on this Site are appropriate for persons in locations outside the United States. Accessing Site materials from territories where the contents of such materials is illegal, is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.
Modification of User Agreement
Please note that GEM reserves the right to modify these T&C in its sole discretion at any time by posting a revised set of terms, or mailing and/or emailing notice thereof to You (or such other method as may be required or permitted by applicable law). In addition, GEM may add, modify, or delete any aspect, component, or feature of the Site, but GEM is not under any obligation to provide any upgrade, enhancement, or modification. Your continued use of the Site following any announced change is deemed as conclusive acceptance by You of any modified terms. Accordingly, please review these T&C on a periodic basis.
Term, Termination, and Suspension
These T&C take effect (or re-take effect) at the earlier of: (i) Your electronic acceptance of these T&C on the Site; and (ii) moment You first access, use, and/or log into the Site. GEM reserves the right at any time and on any grounds, including without limitation any reasonable belief of fraudulent or unlawful activity, to deny or suspend Your access to the Site or to any portion thereof in order to protect its name and goodwill, its business, the security and stability of the Site, and/or the rights of others.
These T&C terminate automatically if You fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below. You may also terminate these T&C at any time by ceasing to use the Site, but each subsequent login, re-access, or renewed use of the Site constitutes Your renewed acceptance of these T&C. Upon termination or expiration of these T&C for any reason, all licenses granted by GEM hereunder shall immediately terminate, and You must immediately cease all use of the Site. The provisions of these T&C concerning GEM’s proprietary rights, disclaimers of warranty and liability, limitations of liability, waiver and severability, indemnification rights, injunctive relief, and governing law will survive the termination of these T&C for any reason.
GEM reserves the right, in its sole discretion, to terminate or suspend Your access to the Site or any feature or portion thereof at any time, without notice to You, if GEM reasonably determines or suspects that You are in violation of these T&C and/or that Your continued use thereof would cause harm to any person or entity.
Waiver and Severability. The failure of GEM to enforce any right or provision in these T&C will not constitute a waiver of any right or provision herein. If any part of these T&C is determined to be invalid or unenforceable pursuant to court order or other operation of applicable law, such provision shall be deemed severed from these T&C, and the remainder of these T&C shall continue in full force and effect to the maximum extent permitted under applicable law.
Independent Contractors. The relationship between You and GEM under these T&C is that of independent contractors, and nothing herein or in Your use of the Site shall be construed as creating any joint venture, partnership, employment, or agency relationship.
Export Controls. You represent and warrant that You are not: (a) located in a country that is subject to a U.S. government embargo; or (b) listed on any U.S. government list of prohibited or restricted parties. You hereby agree that (i) You will comply with all applicable sanctions and export control laws, and (ii) You are solely responsible for ensuring that the Site is used, disclosed, and/or accessed only in accordance with all applicable sanctions and export control laws.
Injunctive Relief. You acknowledge that any breach, threatened or actual, of these T&C would cause irreparable injury to GEM not readily quantifiable as money damages, such that GEM would not have an adequate remedy at law. You therefore agree that GEM shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any such breach of Your obligations, without the necessity of posting bond or other security.
Electronic Communications. GEM may send emails or other electronic messages to You concerning Your use of the Site, including without limitation by providing alerts or notifications within the Site. You consent to receive such electronic communications and You agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing.
Security and Compliance. GEM reserves the right to view, monitor, and record Your activity on the Site without notice or permission from You. GEM’s provision of the Site is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce GEM’s ability to comply with governmental, court, and law enforcement requests or requirements involving Your use of the Site or information provided to or gathered by GEM with respect to such use.