Terms of Use

This website and any and all products and services of Thalēs Capital Partners LLC (“TCP“and together with its affiliates, “Thalēs“) available via this website (the “Site“) are provided subject to the terms set forth herein.

IF YOU VISIT THIS SITE YOU AGREE TO BE BOUND BY THESE TERMS OF USE (the “Terms“). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT GRANTED PERMISSION BY TCP OR OTHERWISE TO USE THIS SITE.

TCP reserves the right to make changes at any time to the Site or these Terms. Any modifications to the Terms will be effective upon posting. Your continued use of the Site following posting of any revised Terms will constitute acceptance of the modified Terms.

Manager Registration

Hedge Fund : By submitting this Content to the Agora™, the fund and its Investment Manager (i.e., commodity pool operator or equivalent) represent and warrant that the Content provided to Thalēs (1) does not contain any performance figures based on hypothetical returns, (2) does not contain any proforma adjustments unless clearly stated, and (3) is complete and accurate in all material respects and is the most current Content.

CTA : By submitting this Content to the Agora™, the Investment Manager (i.e. commodity trading advisor or equivalent) represents and warrants that the Content provided by it to Thalēs (1) does not contain any performance figures based on hypothetical returns, (2) does not contain any proforma adjustments unless clearly stated, (3) is compiled in accordance with the provisions of part 4 of the regulations of the Commodity Futures Trading Commission promulgated under the Commodity Exchange Act, and (4) is complete and accurate in all material respects and is the most current Content.

Trademarks and Copyrights

Thalēs, Agora, Thalēs’s logo and other marks displayed on our Site are the proprietary service marks or trademarks of Thalēsor third parties. You may not use Thalēs’s or Agora’s marks for any purpose, except to the extent as expressly agreed in writing by Thalēs. In addition, Thalēs’s or Agora’s marks may not be used in any manner that is likely to cause confusion among consumers or to disparage or discredit Thalēs. All other trademarks and service marks not owned by Thalēs that appear on the Site or in any materials available via the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Thalēs. Other than as expressly agreed by TCP, you may not use, copy, modify or display any of the trademarks, service marks, names or logos appearing on the Site without the express written permission of the respective owner thereof.

All content on or available via the Site (collectively, “Content“), including, but not limited to, works of authorship, marketing materials, reports, software, design, text, graphics, photos, logos, button icons, images, and data compilations; any improvements or modifications to such Content; any derivative works based thereon; and the collection, arrangement and assembly of all Content, are the property of Thalēs, the Investment Manager (as defined below) who submitted such Content and/or their respective licensors, and are protected by United States and international copyright and other intellectual property laws.

Use of the Site

The Content is not an offer to sell or a solicitation of an offer to buy any security or investment product or service, nor shall any such security, product, or service be offered or sold to any person, in any jurisdiction in which the offer, solicitation, purchase, or sale of such security, product, or service would be unlawful under the securities or other applicable laws of such jurisdiction. This Site and the Content are directed solely at persons who are eligible to access such information and/or materials under applicable law and regulation. It is your responsibility to ensure that you satisfy the relevant criteria under applicable law and regulation in order to access the Site and the Content. None of TCP, the Investment Vehicles (as defined below) or any Investment Manager (as defined below) takes any responsibility for the regulatory classification of users of the Site and/or for any reliance placed by any user on the Content.

You agree you will not interfere with, disrupt, interrupt, restrict, prevent or disable, in any way, others’ use of or access to the Site or any portion thereof or resources utilized thereby and will not attempt to gain unauthorized access to the computer system of any other Site user. You further agree not to take any other action in connection with your use of the Site (including any Content or Downloads (as defined below)) which violates any local, state, national or international law, rule, regulation or order of any court in conjunction with your use of the Site.

You agree to access the Site through a web browser and specifically agree not to use any third-party applications to access the Site or any other page of the Site. You further agree that you will not use any robot, spider or other automatic device, manual process or application, or data mining or extraction tool to access, monitor, copy or use the Site. You also agree not to take any other action that imposes an unreasonable or disproportionately large load on the Site.

The Site may include or provide access to information regarding TCP, and its services, products, publications, presentations and/or other materials proprietary to TCP. Except to the extent expressly agreed in writing by TCP and subject to the rights retained by the submitting Investment Managers in their own Submitted Material, you may not use, download, upload, reproduce, copy, duplicate, print, display, alter, perform, republish, sell, lease, license, sublicense, assign or otherwise encumber, post, transmit, disseminate, republish, transfer, disclose, redeliver using “framing technology,”otherwise distribute, or commercially exploit in any way, the Site or any portion thereof or any Content. Only a relevant Investment Manager may give you permission to download its own Submitted Material (as defined below). In addition, you agree not to link to any page of the Site.

To the extent TCP or an Investment Manger gives you permission to download any Content, you may do so (i) solely as contemplated by the Terms, subject to such restrictions on use and distribution as you and TCP have agreed herein; and (ii) provided that neither the information or materials, nor any proprietary notices or disclaimers therein, are modified, obscured or altered. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of, or otherwise attempt to derive any source code of or relating to, the Site or any portion thereof or any Content.

Malicious Code; Downloads

You acknowledge and agree that TCP shall have no responsibility for any Investment Vehicle or position data or similar information, model portfolios or any analytical measures, models or Outputs (as defined below) derived therefrom or relating thereto that may be downloaded or saved on or through the Site by you (collectively, “Downloads“), including, but not limited to, any loss or corruption of, or unauthorized access to, such Downloads.

You agree not to upload on or transmit to or via the Site any information which: (i) infringes or otherwise violates any copyright, patent, trademark, trade secret or other proprietary right; (ii) is defamatory, libelous, expresses hate, or is unlawfully threatening; (iii) is pornographic, obscene or exploitative of a minor; (iv) contains or embodies a virus, worm, Trojan horse or other contaminating or destructive feature; or (v) otherwise violates any applicable local, state, national or international law, rule, regulation or order of any court, in conjunction with your use of the Site (including any Content or Submitted Materials). Submitted Materials may be hosted on one or more third-party websites, which may be accessible through the Site, and TCP shall have no responsibility for, and disclaims any and all warranties with respect to, the availability, operation or use of such third-party websites and any information, content, materials or services on or accessed through such third-party websites, as further described herein.

Unauthorized Use of the Site

TCP reserves the right to investigate and take legal action against any illegal and/or unauthorized use of the Site. TCP’s decision not to pursue legal action for any violation of these Terms shall not be construed as a waiver of any provision of the Terms or any legal rights of TCP.

Access Method

You acknowledge you are fully responsible for all activities that occur through the use of any password, user ID or other access methods (each, an “Access Method“) you may be granted as a user of the Site, whether or not such use is authorized by you. You agree not to access or attempt to access the Site without an authorized Access Method or through any means other than by utilizing your authorized Access Method on the appropriate web page or web tools. You acknowledge that your Access Method is personal to you, and you agree not to authorize any other person to utilize your Access Method.

Confidentiality of Internet and Privacy

Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While TCP reasonably believes the Site is secure and reliable, the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, TCP is not responsible for the security of any information transmitted to or from this Site via the Internet. You assume sole and complete risk for using this Site and must make your own determination as to these matters.

The terms of the Thalēs Privacy Policy are hereby incorporated as part of these Terms.

Submitted Materials

Except where otherwise expressly provided by TCP and subject to the rights retained by submitting Investment Managers in their own Submitted Materials (which shall be considered confidential), all comments, feedback, information or other materials posted or submitted to TCP through or in association with the Site (collectively, “Submitted Materials“) shall be considered non-confidential. By submitting Submitted Materials to TCP, you agree to grant TCP a license to use such Submitted Materials in any manner or media whatsoever, on an unrestricted basis and without any compensation or royalties to you.

TCP Does Not Necessarily Endorse Site Content

The Site may include information, facts, views, opinions, projections and recommendations of individuals and/or organizations with an interest therein. TCP does not necessarily endorse, support, sanction, encourage, verify, or agree with these facts, views, opinions, projections or recommendations, or provide investment advice, or advocate the purchase or sale of any security or investment.

Links to Third Party Sites

You acknowledge that, at any time, TCP may provide links to the websites of third parties via the Site or an Investment Manager may provide such links. The display of any link does not imply endorsement by Thalēs of the linked site or any content therein. Access to or use of such third-party websites (including in connection with any Submitted Materials) may be conditioned upon your acceptance of separate terms of use specific to such third-party website. IN NO EVENT WILL TCP BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY LINKED THIRD-PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE.

Investment Vehicles and Investment Information

The Content is intended for informational purposes only. Such Content is not intended to be, nor should it be construed or used as, legal, tax, accounting, regulatory or investment advice, nor an opinion or recommendation by TCP regarding the appropriateness of any investment, including an investment in any investment vehicle (“Investment Vehicle“), such as a fund or a managed derivatives (including futures contracts) or securities trading program, discussed on this website. TCP does not provide any legal, tax, accounting or regulatory advice or recommendations of any kind through the Site. You should not consider any Content to be a substitute for professional financial advice. The Content is impersonal and not tailored to the investment needs of any specific investor or type of investor. TCP makes no guarantees, assurances or representations that the Content is in any way guidance for any person or investor, or investors in general, to determine or analyze any product, instrument or investment or the suitability or desirability of investing in any particular security, product or instrument or securities or derivatives contracts, including futures contracts, in general. You understand that an investment in any security, financial product, transaction or investment strategy is subject to a number of risks.

The Content is preliminary in nature, is furnished to the recipient on a confidential basis and is not intended as an offer to sell or the solicitation of an offer to purchase shares or interests in any Investment Vehicle. Any such offer or solicitation, if made, may be made solely by delivery of an Investment Vehicle’s private placement memorandum or other equivalent disclosure document (each a “Memorandum” and, collectively, the “Memoranda“) and subscription agreements and only in those jurisdictions where permitted by law. The summaries of the investment objectives and terms of the Investment Vehicles presented on the Site are qualified by reference to the respective Memoranda of the Investment Vehicles. In addition, the Memoranda of the Investment Vehicles contain important information concerning risks and other material aspects of the Investment Vehicles and should be reviewed carefully to determine whether an investment in an Investment Vehicle is suitable for you or your clients in light of your and their respective investment objectives and financial situations before a decision to invest is made. The Content does not include Content from all possible Investment Vehicles, but solely for Investment Vehicles selected by TCP. You acknowledge that a Thalēs company may receive compensation as a result of its relationship with an Investment Vehicle, with an Investment Manager or in connection with investments in an Investment Vehicle made by you or your clients, as further described in the Memoranda and one or more separate agreements Thalēs may have with you. This compensation may be in the form of fees for your referral to an Investment Manager, brokerage charges for accounts managed by Investment Managers introduced to broker-dealers or futures commission merchants (including, possibly, your account), or otherwise. The Content may not be complete and may not contain certain material information about TCP, the Investment Vehicles or the other matters described herein. TCP takes no responsibility for introductions to or communications with any investment manager (“Investment Manager“) that arise as a result of your access to the Site, or any additional documents provided to you by an Investment Manager outside the Site.

The Site may contain opinions pertaining to securities, derivatives contracts, including futures contracts, financial products, transactions and investment strategies, and such opinions may differ from one to another. Any opinions, assumptions, assessments, statements, market commentary or the like (collectively, “Statements“) regarding past, current and/or future market conditions, themes, trends or events or which are forward-looking, including regarding portfolio characteristics and limits, constitute only subjective views, beliefs, outlooks, estimations or intentions of TCP, should not be relied on, are subject to change due to a variety of factors, including fluctuating market conditions and economic factors, and involve inherent risks and uncertainties, both general and specific, many of which cannot be predicted or quantified and are beyond TCP’s or the Investment Vehicle’s control. Future evidence and actual results (including actual composition and investment characteristics of the Investment Vehicle’s portfolio) could differ materially from those set forth in, contemplated by, or underlying these Statements, which are subject to change without notice. In light of these risks and uncertainties, there can be no assurance and no representation is given that these Statements are now, or will prove to be, accurate or complete in any way. TCP undertakes no responsibility or obligation to revise or update such Statements. Statements expressed herein may not necessarily be shared by all personnel of TCP and its affiliates. TCP does not endorse any Investment Manager or any Investment Vehicle included on the Site.

Data presented on the Site has been obtained and compiled from third-party sources that TCP believes to be reliable. However, TCP will not verify, does not guarantee and assumes no liability for the accuracy or reliability of such data. Because market conditions constantly change, all Content is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. You are responsible for setting your browser to ensure you are receiving the most recent data, and TCP is under no obligation to provide you with any updates or amendments to the Content. In addition, Investment Managers uploading Submitting Materials are solely responsible for the accuracy, reliability and contents of any such Submitted Materials, and TCP disclaims any and all responsibility with respect to such Submitted Materials.

Certain Content reflects subjective determinations by TCP and/or third parties (as applicable). Without limiting the foregoing, TCP applies its subjective views in choosing Investment Managers for inclusion on the Site, and as described elsewhere herein, Thalēs companies may receive compensation from Investment Managers because of your investment in an Investment Vehicle or because of other business relationships. Not all potential Investment Managers are included on the Site. You acknowledge that you are capable of independently analyzing such Content using your own expertise, due diligence and decision making, and you are solely responsible for any investment decisions made through your use of such Content and for any and all trading results achieved thereby, whether for your own account or on behalf of your clients.

Investment Vehicles are speculative and not suitable for all investors, nor do they constitute a complete investment program. Investment Vehicles are not subject to the same regulatory requirements as mutual funds, including mutual fund requirements to provide certain periodic and standardized pricing and valuation information to investors. Investments in Investment Vehicles involve a high degree of risk, including risks inherent in an investment in securities, as well as specific risks associated with the use of leverage, short sales, options, derivative instruments (including futures contracts), investments in non-U.S. securities, high yield bonds (junk bonds), and illiquid investments. Performance can be volatile, and results may vary substantially over time. Any investor must be able to bear the risks involved and must meet the suitability requirements relating to such investment. Past performance is no guarantee of future results.

You acknowledge that TCP provides no assurance as to the availability of an investment in any of the Investment Vehicles. You acknowledge that each investment with an Investment Manager or in a separate Investment Vehicle will require you to comply with each such Investment Manager’s or separate Investment Vehicle’s requirements. You acknowledge that TCP does not act as an agent on behalf of any user of this Site, or on behalf of any Investment Manager, or any Investment Vehicle in connection with its decision to accept or reject any prospective investor, and that any Investment Manager or Investment Vehicle may accept or reject an investment from you in its discretion.

You agree not to invest in unregistered Investment Vehicles posted on the Site (where registration is required by applicable law) for at least 30 days after the date you are assigned a user ID unless you or one of your affiliates already invest in such Investment Vehicle or has already been solicited for or otherwise contacted by such Investment Vehicle or Investment Manager.

Any indices (including financial benchmarks) shown are provided for illustrative purposes only, may be unmanaged, may or may not reflect reinvestment of income and dividends and, in the case of unmanaged indices, do not reflect the impact of advisory fees. Investors generally cannot invest directly in an index. Comparisons to indices have limitations because indices have volatility and other material characteristics that may differ from a particular investment strategy, for example, with respect to the number of and types of instruments traded. Investments made by an Investment Vehicle may not be restricted to the instruments comprising any one index and do not in all cases correspond to the investments reflected in such indices. Therefore, performance of an Investment Vehicle or other investment strategy may differ substantially from the performance of an index. Because of these differences, indices should not be relied upon as an accurate measure of comparison.

THE INFORMATION, PRODUCTS AND SERVICES DESCRIBED ON THE SITE ARE NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, AND ARE IN PARTICULAR NOT DIRECTED TO, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE (BY REASON OF THAT PERSON’S NATIONALITY, RESIDENCE OR OTHERWISE) SUCH DISTRIBUTION OR USE WOULD BE PROHIBITED OR CONTRARY TO ANY LAW OR REGULATION OR WOULD OBLIGATE TCP TO COMPLY WITH ANY ADDITIONAL LAW, REGULATION, REGISTRATION OR SIMILAR REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY. PERSONS IN RESPECT OF WHOM SUCH PROHIBITIONS APPLY MAY NOT ACCESS THE SITE. NOT ALL PRODUCTS OR SERVICES OFFERED BY TCP ARE AVAILABLE OR OFFERED IN ALL JURISDICTIONS.

Use of Analytical Tools and Outputs; Hypothetical Information

The Content includes certain analytical and modeling tools (collectively, the “Tools“) which, among other things, permit users to compare various Investment Vehicles and benchmarks in respect of a variety of performance, volatility, correlation and other analytical measures; create hypothetical model portfolios comprised of a user-defined composite combination of various Investment Vehicles and prepare various analytical measures based upon such hypothetical model portfolios; and download and store the various analytical outputs (collectively, the “Outputs“) generated through use of the Tools.

While the Tools may contain certain preset variables, assumptions and fixed parameters, a user may enter a variety of inputs as it deems appropriate for purposes of generating the Outputs based on different investment and market assumptions. There is no assurance or representation, however, that the assumptions, variables or parameters used are appropriate, valid, adequate, accurate, or complete. Among other things, TCP makes no representation that any benchmarks or indices selected by the user for comparison against the returns of a particular Investment Vehicle(s) or model portfolio are adequate or appropriate for such comparison, and any such benchmarks or indices may vary in a number of material respects from the Investment Vehicle(s) or model portfolio against which they are being compared. Your use of the Tools and the Outputs is at your sole and entire risk, and you are solely responsible for any investment decisions made through your use of the Tools and/or the Outputs and for any and all trading results achieved thereby, whether for your own account or on behalf of your clients. You acknowledge that you are capable of independently analyzing the Tools and any Outputs using your own personnel, expertise, due diligence and decision making. The Tools and the Outputs may be accompanied by explanatory descriptions and instructions which should not be relied upon and are not guaranteed to be accurate or complete.

The Tools (and resulting Outputs) are impersonal and are not tailored to the investment needs of any specific investor or type of investor. TCP makes no guarantees, assurances or representations as to the availability, accuracy, validity, completeness, adequacy, or currency of the Tools or any Outputs, or that the Tools and any Outputs are in any way guidance or applicable for any person, investor or investors in general to determine or analyze any product, instrument or investment or the suitability or desirability of investing in any particular security, product or instrument or securities or derivatives contracts (including futures contracts) in general. In addition, to the extent that any Outputs may be derived, in whole or in part, from Submitted Materials, you are solely responsible for the selection of such Submitted Materials, the data contained therein and the Outputs derived therefrom, and TCP disclaims any and all responsibility with respect to your use of such Submitted Materials and related Outputs. No representation is made that a particular product will or is likely to achieve its objectives or results comparable to any Output or will make any profit or will be able to avoid incurring substantial losses.

All Outputs created with respect to a model portfolio consisting of multiple Investment Vehicles are hypothetical, do not reflect the actual performance of any investment product or asset allocation and should not be relied upon as representing the results that may be achieved by an advisor or investor by implementing such model portfolio. Such hypothetical Outputs, including, but not limited to, composite performance results, benchmark comparisons and statistical analytics, are shown for illustration purposes only. You may not distribute any Outputs to third parties except as provided in the Terms, nor may you distribute any Outputs containing benchmark or index information. The hypothetical Outputs produced for model portfolios are based on the composite of the back-tested monthly performance results of the underlying Investment Vehicles selected by the user for inclusion in such model portfolio, using the weightings selected by the user. The results shown, while derived from actual past performance of the individual underlying Investment Vehicles, are not based on actual trading of any composite portfolio and are therefore hypothetical.

Hypothetical Outputs have many inherent limitations, some of which are described below. One limitation is that they do not reflect actual trading or performance of an actual investment product and therefore do not reflect the impact that economic and market factors, including risk, may have had on an advisor’s investment decisions for that portfolio (e.g., the weightings of assets committed to the various underlying Investment Vehicles and the level of diversification to be achieved). In fact, there are frequently sharp differences between hypothetical results and the actual record subsequently achieved. Another limitation is that inputs or decisions made with respect to a back-tested model portfolio are generally made with the benefit of discretionary hindsight and will invariably show positive returns. Another limitation is that investment decisions reflected in the hypothetical Outputs were not made using the assets or asset allocation strategy represented by the model portfolio under actual market conditions and therefore cannot completely account for the impact of financial risk on the manner in which the model portfolio actually would have been managed and the assets allocated by an advisor. For example, the ability to withstand losses or to adhere to a particular trading program in spite of trading losses are material points which can also adversely affect actual trading results. There are numerous other factors related to the markets in general or to the implementation of any specific trading program which cannot be fully accounted for in the preparation of hypothetical Outputs and all of which can adversely affect actual trading results. Hypothetical performance and other Outputs should not be relied upon and do not represent, and are not indicative of, the results that may be achieved by any investment product or asset allocation strategy. There are numerous other factors related to the markets in general or to the implementation of any specific trading program which cannot be fully accounted for in the preparation of hypothetical performance results and other Outputs, all of which can adversely affect actual trading results. No representation is made that any such model portfolio’s performance would have been the same as such hypothetical composite results had actual assets been allocated in accordance with the model portfolio during such time.

Disclaimer of Warranties and Limitation of Liability

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, OR ANY INFORMATION, CONTENT, TOOLS, OUTPUTS, SERVICES AND MATERIALS CONTAINED IN, ACCESSED VIA, OR DESCRIBED ON THE SITE, IS AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION, CONTENT, TOOLS, OUTPUTS, SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS”AND “AS AVAILABLE”BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, TCP MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND USE OF THE SITE OR ANY INFORMATION, CONTENT, MATERIALS OR SERVICES (INCLUDING ANY PROJECTIONS OR PREDICTIONS PERTAINING TO FUTURE EVENTS) ON OR ACCESSED VIA THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. Neither the Site, nor any information, CONTENT, materials, or services available via the Site, constitutes or is intended to constitute, or should be construed as, a solicitation or any offer to buy an interest in any security, FINANCIAL PRODUCT, investment advice or a recommendation or promotion of any security, financial product, INVESTMENT MANAGER, or trading or investment strategy. No such offer or solicitation may be made prior to the delivery of A MEMORANDUM AND/OR THE APPROPRIATE DISCLOSURE documents to qualified investors. Before making any investment or asset allocation, a PROSPECTIVE investor should thoroughly review the APPLICABLE MEMORANDUM AND/OR DISCLOSURE documents with the investor’s financial, legal and tax advisors to determine whether such investment or allocation is suitable for the investor in light of the investor’s investment objectives, financial circumstances and tax situation. IN ADDITION, TCP DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION AND OTHER CONTENT ACCESSIBLE VIA THE SITE, INCLUDING ANY PROJECTIONS AND PREDICTIONS PERTAINING TO FUTURE EVENTS, IS ACCURATE, COMPLETE OR CURRENT, AND TCP IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM RELIANCE ON SUCH INFORMATION OR ANY OTHER ASPECT OF THE SITE BY YOU OR ANY OTHER PERSONS. FURTHER, TCP MAKES NO REPRESENTATIONS AND WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

IN NO EVENT SHALL THALĒS, OR THE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY THALĒS COMPANY (THE “THALĒS PARTIES“) BE LIABLE TO YOU OR ANY THIRD-PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE OR IMPROPER USE OF THE SITE, OR ANY INFORMATION, CONTENT, MATERIALS OR SERVICES AVAILABLE THEREON, INCLUDING ANY PROJECTIONS AND PREDICTIONS PERTAINING TO FUTURE EVENTS,(INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, TRADING LOSSES, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

CERTAIN STATE LAWS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold the Thalēs Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys’ fees, disbursements and court costs) arising from or in connection with (i) your use of the Site, or any Content, Downloads, Outputs or services contained, displayed or made available on or accessible through the Site to you; (ii) any Submitted Materials provided by you to TCP and displayed on the Site or otherwise utilized by TCP, or otherwise made available to or accessible by any person through the Site; (iii) your violation of any rights of any third party; or (iv) your violation of these Terms;.

Modification or Discontinuance of the Site by TCP

At any time, without notice to you, and for any or no reason, TCP may modify or discontinue the Site or any Content. TCP shall in no way be held liable for any consequence which results from TCP’s decision to modify or discontinue providing the Site or any Content.

Denial of Access

TCP may prohibit you from using or accessing the Site, in whole or in part, for any or no reason, at any time, in its sole discretion, without notice to you.

Governing Law

The laws of the State of New York will govern these Terms, without giving effect to any principles of conflicts of laws. You agree that any action arising out of the Terms or your use of the Site shall be brought in state or federal court in New York, New York, and you consent to the jurisdiction of such courts.

Export Control

You acknowledge that the Site and its Contents are subject to export controls under the U.S. Export Administration Regulations. You will (i) comply strictly with all legal requirements established under these controls, (ii) cooperate fully with TCP in any official or unofficial audit or inspection that relates to these controls and (iii) not export, re-export, divert or transfer, directly or indirectly, any such item or direct products thereof to Cuba, Iran, Iraq, Libya, North Korea, Serbia, Sudan or Syria or any country that is embargoed by executive order, or to any national or resident thereof, unless you have obtained the prior written authorization of TCP and the U.S. Commerce Department.

Miscellaneous

You may not assign or otherwise transfer these Terms or any rights or obligations hereunder. TCP’s failure to act on any breach of any provision hereof shall not be construed as a waiver of the enforcement of any provision unless TCP agrees to such waiver in writing.

If any portion of these Terms is deemed unlawful, void or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions. These Terms set forth the entire understanding between you and TCP with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations, or Terms, whether oral or written, between you and TCP with respect to such subject matter.

No joint venture, partnership, employment or agency relationship exists between you and TCP as a result of these Terms or your use of this Site.

These Terms represent the entire agreement between you and TCP with respect to your use of the Site and the Content on or through this Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and TCP with respect to this Site and the Content.

Contact

If you have any questions relating to these Terms, the Site or TCP, please contact: ptondi@thales.com.

Notice and Procedure for Making Claims of Intellectual Property Infringement

TCP respects the intellectual property rights of others. If you believe that any Content may infringe your copyrights or other intellectual property rights, please provide TCP the written information specified below. Please note that this procedure is exclusively for notifying TCP that your intellectual property rights have been infringed.

An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest; A description of the intellectual property right that you claim has been infringed; A description of where the material that you claim is infringing is located on the Site; Your address, telephone number, and e-mail address; A statement by you that you have a good faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.

TCP’s agent for notice of claims of copyright infringement or other intellectual property infringement on the Site can be reached as follows:

Pasquale Tondi
Chief Compliance Officer
Thalēs Capital Partners LLC
540 Madison Avenue, 4th Floor
New York, NY 10022
ptondi@thales.com