Terms of use

Last Updated February 2022

Legal Terms / Eligibility

THESE TERMS OF USE (THE “AGREEMENT”) FORM A CONTRACT BETWEEN YOU (“YOU” OR “YOUR”) AND CP CAPITAL (US) PARTNERS LP AND ITS AFFILIATES (COLLECTIVELY, “CP CAPITAL”, “WE”, “US” OR “OUR”). PLEASE READ THE AGREEMENT CAREFULLY.

BY ACCESSING OR OTHERWISE USING THIS WEBSITE (LOCATED AT WWW.CPCAPITALUS.COM) AND ANY ASSOCIATED FEATURES, FUNCTIONALITIES, AND CONTENT PROVIDED ON THIS WEBSITE (AS DEFINED BELOW) (COLLECTIVELY, THE “SITE”), YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THIS AGREEMENT AND HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT). IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND OUR PRIVACY POLICY, YOU MAY NOT USE OR ACCESS THE SITE IN ANY WAY.

THIS AGREEMENT INCORPORATES BY REFERENCE OUR PRIVACY POLICY (AVAILABLE AT WWW.cpcapitalus.com/privacy-policy) (“PRIVACY POLICY”). BY ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE AND ACCEPT OUR PRIVACY POLICY, WHICH DISCLOSES HOW WE COLLECT, USE, AND SHARE INFORMATION ABOUT YOU.

THIS SITE MAY BE SUBJECT TO INTERRUPTION, TRANSMISSION BLACKOUT, DELAYED TRANSMISSION DUE TO INTERNET TRAFFIC OR INCORRECT DATA TRANSMISSION DUE TO PUBLIC NATURE OF THE INTERNET.

Content

The Site may contain a variety of (a) materials and other items relating to Us and Our products and services, and similar items from Our licensors and other third parties, including digital content, products, services, and materials that may be developed or otherwise made available from time to time for You to view, including but not limited to all page layout, information, articles, reports, posts, data, text, graphics, logos, icons, images, sound clips, video clips, data compilations, underlying code and software, news, reports, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site, and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material; (b) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including Us (collectively, “Marks”); and (c) other forms of intellectual property (all of the foregoing, collectively, “Content”).

Content is licensed, not sold, to You by Us. Subject to Your strict compliance with this Agreement, We hereby grant to You a limited, non-exclusive, revocable, non-assignable, non-sublicensable, personal, non-transferable license to view, download (in temporary storage only), and display the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on supported devices for Your personal use or internal business purposes solely through the Site (the “Limited License”). The Limited License will remain in effect until and unless We or You terminate the license.

The Content is available for informational purposes only. The posting of Content and access to this Site does not constitute, either explicitly or implicitly, any provision of services or products by Us or any of Our respective affiliates. You will use all Content in an unmodified form and as provided by Us with all related or included Marks intact and will not modify the Content, including but not limited to by removing, altering, or adding any text, graphics, warranty statements, logos, or Marks. You will not use the Marks for any purpose. You will not take any action in derogation of Our rights in the Marks, including but not limited to applying to register any trademark, trade name, service mark, or other designation that is confusingly similar to any Mark. You will use only Content designated for You and will not distribute Content to any third parties or re-brand or co-brand the Content.

Ownership

All right, title, and interest in and to the Site is the property of Us, Our licensors or certain third parties, all of which is protected by U.S. and international intellectual property laws. Except as explicitly stated in this Agreement, We, Our licensors and such other third parties reserve all rights in and to the Site.

Information Submitted By You

You should not submit any confidential or proprietary information via the Site. By submitting any information or material to Us through the Site, You grant Us an unrestricted, irrevocable, perpetual, fully transferrable, fully sublicenseable, royalty-free and fully paid up license to use, reproduce, display, perform, modify, transmit, creative derivate works of and distribute such materials or information. You also agree that We are free to use such information or material that You submit to Us through the Site for internal business purposes. We will not be subject to any obligations of confidentiality regarding submitted information, except as agreed by Us or as otherwise specifically agreed or required by law.

You can find more information about how We use and store content and about the collection and use of personal information by reviewing Our Privacy Policy, available at www.cpcapitalus.com/privacy-policy.

Third-Party Materials

The Site may display, include, or make available Content, data, information, applications, plugins, products, services, listings, resources or materials from third parties or provide links to certain third-party websites or applications (collectively, “Third-Party Materials”). Any activities in which You engage in connection with any Third-Party Materials are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of such Third-Party Materials. Third-Party Materials are provided solely as a convenience to You and should not be interpreted as approval by Us of those Third-Party Materials. We have no control over the contents of Third-Party Materials.

The Third-Party Materials may contain information about Us and/or Our products and services that have not been approved and/or endorsed by Us. We do not control or endorse this type of information. We are not responsible for the contents of or the consequences of accessing any such Third-Party Materials and do not assume any responsibility for the accuracy or appropriateness of the information contained therein. If You wish to complain about the content uploaded by a third party, please contact us at clientservice@cpcapitalus.com.

You will not use any Third-Party Materials in a manner that would infringe or violate the rights of any other party. We encourage You to review the user agreements of all other sites that You visit.

Social Media

The content on Our social media channels, including but not limited to, Twitter, Instagram, LinkedIn, YouTube and Facebook, is provided “As-Is” and for informational purposes only. None of that content constitutes an offer to sell any securities or the solicitation of an offer to purchase any securities. We do not warrant the accuracy, completeness or usefulness of any information available on Our social media channels. We do not control and are not responsible for any third party content on such channels or on other third party sites that may be linked to such channels. Such third party content or sites should not be presumed to reflect Our views. We are not responsible for Your use of such channels or such third party content or sites, or for any third party’s policies or practices regarding security, privacy, use or other matters.

Restrictions

Unless and except as otherwise expressly permitted by this Agreement, You may not (a) access, copy, reproduce, modify, create derivative works of, alter, publicly distribute, republish, upload, post, transmit, publicly perform or display, license, transfer, sell, mirror, frame, “deep link,” “scrape,” data mine, extract, or otherwise use any Content or other information or material obtained from or through this Site; (b) attempt to gain unauthorized access to any portion or feature of the Site or any other systems or networks connected to the Site or to any of Our servers, by hacking, password “mining,” or any other illegitimate or prohibited means; (c) probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach or circumvent the security or authentication measures on the Site or any network connected to the Site; (d) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site; (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Our systems or networks or any systems or networks connected to the Site; (f) use any device, software, or routine to disrupt, impair, or interfere with the operation or integrity  of the Site or any transaction conducted on the Site, or with any other person’s use of the Site; (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise Your identity or the origin of any message or transmittal You send to Us on or through the Site; (h) collect any information about other users of the Site; (i) use the Site in an unlawful manner or for any purpose that is prohibited by this Agreement or applicable law; or (j) knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. Any unauthorized use of this Site or the content on the Site is strictly prohibited and will immediately and automatically terminate the permission granted herein and may violate applicable laws, including but not limited to copyright laws, trademark laws, and commercial regulations and statutes.

You may link to the Site, provide You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists. You must not establish a link to the Site in any website that is not owned by You. The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page. We reserve the right to withdraw linking permission without notice.

No Investment Advice Provided

Nothing contained herein constitutes an offer, solicitation or recommendation regarding any security, investment management product or other financial instrument or service, or the offer to sell or the solicitation of an offer to buy any security, investment management product or other financial instrument or service; nor will any such services be provided, or securities, investment management products or other financial instruments be offered or sold, in any jurisdiction in which such an offer, solicitation, provision or sale would be unlawful. All Content is subject to applicable statutes and regulations. Investors outside of the United States are subject to securities and tax regulations within their applicable jurisdictions that are not addressed on this Site. U.S. investors are advised that not all investments or services described on this Site are available for sale in all states. By making available information on the Site, We make no representations and warranties that the transactions, securities, products, instruments or service discussed on this Site are available or appropriate for sale or use in all or any jurisdictions, or by all or any particular investors. Any potential investor should satisfy himself that an investment in any of Our products is permissible under the rules and regulations of his or her domicile. The Site is not intended for and should not be accessed by any person in any jurisdiction where (by reason of that person’s nationality, domicile, residence or otherwise) the publication or availability of the Site is prohibited or contrary to local laws or regulations or would subject Us to any registration or licensing requirements in such jurisdictions. Persons in respect of whom such prohibitions apply must not access the Site, unless he/she has obtained all relevant regulatory approvals, licenses, verifications and/or registrations under all applicable laws and regulations of any relevant jurisdiction in connection with Your entrance to this Site.

The information provided is for informational purposes only and none of them should be relied upon in any connection with or form the basis of any contract or commitment whatsoever. Investors should determine for themselves whether a particular service or product is suitable for their investment needs or should seek such professional advice for their particular situation. Please refer to offering documents for further information concerning specific products.

Certain of the statements contained herein may be statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. In addition to statements which are forward-looking by reason of context, the words “may, will, should, expects, plans, intends, anticipates, believes, estimates, predicts, potential, or continue” and similar expressions identify forward-looking statements.

We assume no obligation to update any forward-looking information contained herein.

Investments and Disclaimer

Past performance is no guarantee of future results. Potential investors should be aware that an investment in any CP Capital investment vehicle is speculative and involves a high degree of risk and is suitable only for those investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in such investment vehicle and for which such investment vehicle does not represent a complete investment program. An investment should only be considered by persons who can afford a loss of their entire investment. Prospective investors should carefully consider the risk factors and potential conflicts of interest disclosed in the relevant offering materials and governing documents and are urged to consult with their own legal, accounting, financial, actuarial and tax advisors about the implications of investing in any CP Capital investment vehicle.  The above is not intended to be a complete representation of the risks of investment contained in this Site. Any tax benefits referred to on this Site are subject to change and their availability and value will depend on Your individual circumstance. Such investments are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not federally insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency. There is no guarantee that any Content discussing an investment strategy will work under all market conditions or will be suitable for all investors and each investor should evaluate their ability to invest long-term, especially during periods of downturn in the market. Investors should consult their financial and/or tax advisor prior to making any investment decision. Some of the investments and services on this site may not be available in or appropriate for a retirement savings plan. Please contact Your financial adviser about any investment restrictions associated with Your particular plan.

Disclaimer of Warranties

YOUR ACCESS TO, AND USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. THE SITE IS INTENDED FOR GENERAL CIRCULATION AND DOES NOT CONSTITUTE INVESTMENT, LEGAL, REGULATORY, ACCOUNTING, TAX, INSURANCE OR FINANCIAL ADVICE. WE DO NOT REPRESENT OR WARRANT THAT THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THE QUALITY OF ANY CONTENT, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SITE SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE IS UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE ALSO MAKE NO REPRESENTATION OR WARRANTY THAT THE INFORMATION ON THE SITE MAY NOT BE DISTORTED AS A RESULT OF TECHNICAL OR OTHER MALFUNCTIONS, INCLUDING BUT NOT LIMITED TO INCORRECT TRANSFER, TECHNICAL INADEQUACIES, DISCONNECTION, ACCESS, TAMPERING AND/OR ALTERATION BY AN UNAUTHORIZED THIRD PARTY. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THIS SITE IS FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE.

ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SERVICE OR OBTAINED FROM A LINKED SITE OR THIRD-PARTY MATERIALS. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.

REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER, VENDOR OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY US.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, DIRECTORS, OFFICERS, REGISTERED REPRESENTATIVES OR EMPLOYEES, NOR ANY AGENT, LICENSOR OR THIRD PARTY VENDOR, BE LIABLE OR HAVE ANY LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES INCLUDING LOST PROFITS ARISING OUT OF, RELATED TO, OR IN ANY WAY IN CONNECTION WITH YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE SITE OR RELIANCE ON THE CONTENT, OR ANY FAILURE OF PERFORMANCE, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH THE SITE, REGARDLESS OF OUR KNOWLEDGE THEREOF.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NEITHER LIMIT OR EXCLUDE LIABILITY FOR (i) DAMAGE FROM INJURY TO LIFE, BODY, OR HEALTH DUE TO NEGLIGENT BREACH OF DUTY BY US OR INTENTIONAL OR NEGLIGENT BREACH OF DUTY BY A LEGAL REPRESENTATIVE OR A PERSON USED TO PERFORM AN OBLIGATION FOR US; NOR (ii) FOR OTHER DAMAGES ARISING FROM A GROSSLY NEGLIGENT BREACH OF DUTY BY CP CAPITAL US OR FROM INTENTIONAL OR GROSSLY NEGLIGENT BREACH OF DUTY BY A LEGAL REPRESENTATIVE OF OURS OR A PERSON USED TO PERFORM AN OBLIGATION OF OURS.

Indemnity

You agree to indemnify, defend (at Our sole option), and hold Us and Our subsidiaries, affiliates, officers, agents, employees, licensors and third party vendors harmless from any direct and third party claims, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of, related to, or in connection with Your use of the Site or any Content, Your violation of this Agreement, or Your violation of any rights of a third party.

If You are a California resident, You expressly waive any rights You may have under California Civil Code Section 1542 (or analogous laws of other states), which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Force Majeure

We will be excused from performance under this Agreement to the extent We are prevented from, or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (a) weather conditions or other elements of nature or acts of God, (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (c) quarantines, epidemics, pandemics, (d) embargoes or labor strikes, (e) failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or software failures, data breaches, or unauthorized access, (f) governmental restrictions, or (g) other causes beyond Our reasonable control.  

Changes to this Agreement

We may change, modify, add, or remove portions to this Agreement at any time. Your continued use of the Site following such modifications will be conclusively deemed acceptance of any changes to this Agreement. Notice of changes to this Agreement posted on the Site are deemed reasonable and sufficient notice to You of any such changes or modifications. We recommend that You check this Site often for such changes and modifications. Except for changes by Us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both You and Us. If We make a change to Our Privacy Policy, We will follow the process described in Our Privacy Policy.

If You have any questions or comments about this Agreement or the Site, please contact Us by email at clientservice@cpcapitalus.com. You also may write to Us at: CP Capital (US) Partners LP, 1290 Avenue of the Americas, New York, NY 10104.

Modification or Termination of the Site or Content

We reserve the right, without notice and in Our sole discretion, to modify, suspend or cease making the Site (or any function, feature or portion thereof) or the Content (or any portion thereof) available at any time, for any reason without any obligation or liability to You. We are not responsible for any loss or harm related to Your inability to access or use the Site (or any portion thereof) or access the Content (or any portion thereof).

International Use

The Site is operated and controlled by Us in the United States. Access to the Site from countries or territories where access is illegal is prohibited. We make no representation that the Content displayed on or accessible through the Site are available or appropriate for use in all jurisdictions or by all users. Those who access the Site from outside the United States do so on their own initiative and are responsible for compliance with all applicable local laws, rules and regulations.

Governing Law; Dispute Resolution

This Agreement and Your access to and use of the Site will be governed by and construed and enforced exclusively in accordance with the laws of the State of New York, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction).

In the event of a matter, dispute, or claim between You and Us arising from or related to this Agreement or Your relationship with Us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, including any dispute about the interpretation or application of this dispute resolution provision or the enforceability, revocability or validity of this provision (“Disputes”), You will negotiate in good faith with Us to informally resolve the Dispute. You may notify Us of a Dispute by emailing Us at clientservice@cpcapitalus.com or by writing a letter to CP Capital (US) Partners LP, 1290 Avenue of the Americas, New York, NY 10104. The notice must specifically describe the nature of the Dispute and the relief You seek. The parties hereto will have sixty (60) days from the date of receipt of such a notice to try to resolve the Dispute (or such longer period as the parties hereto may agree in writing).

If informal dispute resolution fails, either party must resolve any Dispute exclusively in the state or federal courts of New York and the United States, respectively, sitting in New York, New York. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to this Agreement, the Site, or the listing, marketing, offer or sale of property through the Site.

For European Union (“EU”)-based consumers this choice of law and jurisdictional provision applies to the extent that no mandatory consumer protection rules laid down in the EU or national EU member state laws provide for greater consumer protection, in which case, such other laws will apply.

Miscellaneous

If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable as though such term were absent upon the date of the execution of this Agreement. Any failure by You or Us to enforce any provision of this Agreement will not constitute a waiver of such provision or of any other provision of this Agreement. Except as otherwise expressly provided in this Agreement, there will be no third-party beneficiaries to the Agreement. This Agreement and Our Privacy Policy constitute the entire agreement between You and Us and govern Your use of the Site, superseding any prior agreements between You and Us. No joint venture, partnership, employment, or agency relationship exists between You and Us as a result of this Agreement or Your access to and use of the Site. You are responsible for obtaining access to the Site, and that access may involve equipment and third-party fees (such as Internet service provider or airtime charges). Your rights and duties under this Agreement are not assignable by You without Our written consent and any prohibited assignment is null and void. This Agreement will inure to the benefit of, and are intended to be enforceable by, the parties hereto and their respective successors and permitted assigns. Any provision of this Agreement that imposes or contemplates continuing obligations on You or Us will survive the expiration or termination of this Agreement.