Alambic Investment Management, L.P.
WEBSITE TERMS OF SERVICE
Effective Date: Last Updated as of June 4, 2018.
All persons using the Alambic Investment Management, L.P. (“Alambic”), websites expressly agree to the following Terms of Service Agreement (“TOS Agreement”). Please read this TOS Agreement before using our website.
This TOS Agreement is a legal agreement between you and Alambic. It governs your access and use of all parts of our websites, www.alambicim.com and www.alambicfunds.com, and any of our related services, systems, and content (collectively “Websites”).
You must read and agree to these Terms before you access or use our Websites. If you do not agree to the TOS Agreement, you should exit the site immediately. We can change this TOS Agreement at any time. Please check the Terms of Service link when you access any portion of the Websites for updates.
These Websites are available only to those legally authorized to enter into binding contracts. The Websites are not available to anyone under the age of 18.
1. Information Only; Use Disclaimer
The materials on the Websites including, without limitation, news articles, informational materials and all other manager-specific information, have been prepared for informational purposes only and do not constitute financial, legal, tax or any other advice. All information contained herein is provided “as is.” Alambic expressly disclaims making any express or implied warranties with respect to the fitness of the information contained herein for any particular use, its merchantability, or its application or purpose. All information on these Websites is for discussion purposes only.
Nothing should be construed as an offer, or a solicitation to buy, any security or instrument. Any offer will be made by only by means of a formal private placement memorandum and a related subscription agreement to be furnished to prospective investors. Prior to making any investment or hiring any investment manager, you should consult with a professional financial advisor, legal and tax advisor to assist in due diligence as may be appropriate and determining the appropriateness of the risk associated with a particular investment.
In no event shall Alambic be responsible or liable for the correctness of any such materials on the Websites, or for any damage or lost opportunities resulting from use of this data.
2. Personal Use Only; Copyright; General Restrictions.
The Websites are for your personal and non-commercial use only. Alambic grants you a non-exclusive, non-transferable, and limited personal license to access and use the Websites, conditioned on your continued compliance with this Agreement.
You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Websites. Alambic, and the logos and marks included on the Websites that identify Alambic’s services and products, are proprietary materials. The use of such terms and logos and marks without Alambic’s express written consent is strictly prohibited.
Copyright in the pages and in the screens of the Websites, and in the information and material therein, is proprietary material owned by Alambic, unless otherwise indicated. The unauthorized use of any material on the Websites may violate numerous statutes, regulations and laws, including, but not limited to, copyright, trademark, trade secret or patent laws.
You may not link other websites to the Websites, or link our Websites with any other website, without Alambic’s prior written permission.
You shall not use any portion of the Websites for any purpose that is unlawful or prohibited, and shall comply with any applicable local, state, national or international laws or regulations when using our Websites.
You may view, download and print information and materials on these Websites for your personal and internal business use, provided that all hard copies contain all copyright and other applicable notices.
You are prohibited from using our Websites to advertise or perform any commercial solicitation.
You also are prohibited from using any robot, spider, scraper or other automated means to access our Websites for any purpose without Alambic’s prior written permission.
You may not take any action that imposes, or may impose, in Alambic’s sole discretion, an unreasonable or disproportionately large load on the Firm’s infrastructure, interfere or attempt to interfere with the proper working of the Websites, or any activities conducted on the Websites, or bypass any measures Alambic may use to prevent or restrict access to the Websites.
Alambic reserves any rights not expressly granted in this TOS Agreement.
3. No Warranties; Not Investment Advice.
The materials on the Websites, including, without limitation, news articles, informational materials and all other manager-specific information, have been prepared for informational purposes only and do not constitute financial, legal, tax or any other advice. All information contained herein is provided “as is.” Alambic expressly disclaims making any express or implied warranties with respect to the fitness of the information contained herein for any particular usage, its merchantability or its application or purpose. All information on the Websites is for discussion purposes only, and nothing therein should be construed as an offer, or a solicitation to buy, any security or instrument. Any offer will be made by only by means of a formal private placement memorandum and a related subscription agreement to be furnished to prospective investors. Prior to making any investment or hiring any investment manager, you should consult with a professional financial advisor, legal and tax advisor to assist in due diligence as may be appropriate and determining the appropriateness of the risk associated with a particular investment. In no event will Alambic be responsible or liable for the correctness of any materials on the Websites or for any damage or lost opportunities resulting from use of this information.
4. Password Protected Portions of the Websites.
The password-protected areas of the Websites contain information from Alambic that may be confidential and is solely intended for use by persons who are registered for those areas in the Websites. Any disclosure, copying, distribution or use of the password-protected area of the Websites by non-registered users is prohibited. If your password has been compromised for any reason, you should contact Alambic immediately for a new password. If you provide your password to any third party, you alone will be responsible for any actions that such third party takes using your password.
The password-protected areas of the Websites are intended to be viewed only by accredited investors as defined in Regulation D under the U.S. Securities Act of 1933, as amended (“accredited investors”), and by accessing the password-protected area of the Websites you acknowledge that you are an accredited investor. Additionally, by accessing the password-protected area of the Websites, you agree to immediately contact Alambic if there is any change in your status as an accredited investor. All registered users, including individuals and entities, should communicate with their legal advisors if they believe that their status as an accredited investor has changed. Alambic reserves the right to terminate, at any time, any registered user’s web account with Alambic as well as access to the Websites, without giving notice or a reason for such termination to the user. Nothing in the Websites may be considered as an offer or solicitation to purchase or sell securities or other services.
As a condition of using the password protected portions of these Websites, you represent and warrant that all of the information you provide is truthful, accurate and complete.
The Websites are provided “as-is,” and as available. We disclaim any and all representations, warranties, and conditions of any kind, whether express or implied. The information on these Websites may include inaccuracies or typographical errors, due to many factors, including human and/or mechanical error, the accuracy, completeness, and timeliness of such information. The Websites may be unavailable from time to time for maintenance or other interruptions.
Alambic makes no representations about the suitability of any information, services, or products contained in the Websites. All information is provided “AS IS” without warranty of any kind. Alambic and any relevant service providers disclaim all warranties and conditions regarding any information or services on the Websites, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringements and availability. As some jurisdictions do not permit the exclusion of implied warranties, this exclusion may not apply to you.
YOUR USE OF THE WEBSITES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM DOWNLOADING ANY CONTENT FROM THE WEBSITES. THE FIRM AND/OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THE WEBSITES, OR WITH THE DELAY OR INABILITY TO USE THE WEBSITES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE WEBSITES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ALAMBIC OR ANY OF ITS SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO YOU.
ALAMBIC AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE WEBSITES SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO, OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED ON THE WEBSITES, OR WITH THE TERMS AND CONDITIONS OF THIS TOS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE WEBSITES.
6. No Unlawful or Prohibited Use
As a condition to your use of the Websites, you represent and warrant to Alambic that you will not use the Websites for any purpose that is unlawful or prohibited by this TOS Agreement.
7. Publication and Other Company References
References to any publication or any other company in the Websites are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of Alambic’s services, analysis or recommendations. News stories reflect only the author’s opinion and not necessarily that of Alambic.
8. Links to Third-Party Websites
The Websites may contain hyperlinks to websites operated by parties other than Alambic, which Alambic may not have screened or reviewed and which may contain inaccurate, inappropriate or offensive material, products or services. Alambic does not control such websites, and assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. Alambic’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
9. Modification and Monitoring of the Websites
Alambic reserves the right, at its discretion, to change, modify, add or remove portions of this TOS Agreement at any time without notice to you. Alambic recommends that you check this TOS Agreement periodically for changes. This TOS Agreement can be accessed from the link at the bottom of each primary page of the Websites. If you use the Websites after Alambic posts changes to this TOS Agreement, you accept the changed TOS Agreement terms. Alambic expressly reserves the right to monitor any and all use of the Websites.
The Firm reserves the right to terminate the Websites and to terminate your access to the Websites, without notice at any time and for any reason.
You agree that no joint venture, partnership, employment or agency relationship exists between you and Alambic as a result of this TOS Agreement, or your use of any portion of the Websites.
This TOS Agreement is subject to existing laws and legal process. Nothing in this TOS Agreement is in derogation of Alambic’s right to comply with law enforcement requests or requirements relating to your use of the Websites or information provided to, or gathered by, Alambic regarding such use.
By reviewing or using the information on the Websites after accessing the Websites, you represent and warrant that: (a) you have the authority to enter into this TOS Agreement and create a binding contractual obligation; (b) you understand and intend this TOS Agreement to be the legal equivalent of a signed, written contract; and (c) you will use the information on the Websites in a manner consistent with applicable laws and regulations in accordance with this TOS Agreement, as Alambic may amend online or otherwise from time to time. A printed version of this TOS Agreement, and any notice given in electronic form, shall be admissible in judicial or administrative proceedings based on or relating to this TOS Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
This TOS Agreement constitutes the entire agreement between you and Alambic with respect to the Websites, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Alambic regarding the Websites.
You agree to be bound by any agreement or consent that you transmit to or through the Websites via any media or electronic device, including internet, telephone and wireless devices. You agree that when you click on any “I Agree,” or other similarly worded “button” or entry field, with your mouse, keystroke or other device, your agreement shall be legally binding and enforceable and a legal equivalent of your handwritten signature.
12. Limitation of Liability and Indemnity
In no event shall Alambic be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from this TOS Agreement or your use of, or inability to use, the Websites, even if we have been advised of the possibility of such damages. Access to, and use of, the the Websites are at your own discretion and risk.
13. Jurisdictional Issues and Applicable Law
Unless otherwise specified, Alambic controls and operates the Website from its offices within the State of California, in the United States of America. We do not claim that materials in the Websites are appropriate or available for use in locations other than California. If you choose to access the Websites from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.
This TOS Agreement is governed by California law, without regard to its choice of law provisions.
14. Dispute Resolution: Arbitration, Class Action Waiver and Jurisdiction (“Arbitration Terms”)
Please read this Section carefully. It contains procedures for mandatory binding arbitration and a class action waiver.
(a) Applicability of Arbitration Terms. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the TOS Agreement, or the use of the Websites, that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this section. Unless otherwise agreed, all arbitration proceedings shall be held in English. These terms and conditions apply to you and Alambic (and any applicable subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Arbitration Terms).
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Alambic should be sent to: Compliance, Alambic Investment Management, L.P., 655 Montgomery Street, Suite 1905, San Francisco, CA 94939. After the Notice is received, you and Alambic may attempt to resolve the claim or dispute informally. If you and Alambic do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider that offers arbitration as set forth in this section, or if JAMS is not available to arbitrate, the parties shall agree to select an alternative provider (“ADR Provider”). The TOS Agreement and the rules of the ADR Provider shall govern all aspects of the arbitration, including, but not limited to, the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms (“Arbitration Rules”). The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearing. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected pursuant to Section “(c)” above, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or Alambic pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the Arbitration Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Alambic, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the ADR Provider’s rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Alambic.
(g) Waiver of Jury Trial. The parties hereby waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration under these arbitration section terms. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Alambic in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, you and Alambic waive all rights to a jury trial, instead electing that the dispute be resolved by a judge.
(h) Waiver of Class or Consolidated Actions. All claims and disputes within the scope of these Arbitration Terms must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one User cannot be arbitrated or litigated jointly or consolidated with those of any other User.
(i) Confidentiality. All aspects of the arbitration proceeding, including, but not limited to, the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this TOS Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this section are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Terms shall continue in full force and effect.
(k) Right to Waive. Any and all of the rights and limitations set forth in this section may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of these terms.
(l) Survival of Terms. These Arbitration Terms will survive the termination of your relationship with Alambic.
(m) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Terms.
(n) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to these Arbitration Terms.
(o) Courts. In any circumstances where the foregoing Arbitration Terms permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within San Francisco County, California, for such purpose.