COASTROCK CAPITAL MANAGEMENT
IMPORTANT INFORMATION ABOUT COASTROCK CAPITAL MANAGEMENT WEBSITE ACCESS AND USE
Information Specific to this CoastRock Capital Management Website
The CoastRock Capital Management Website you are currently accessing and using contains the following:
General information about CoastRock Capital Management, its principals and key personnel, and its primary business activities.
Links to the websites of other entities, or to information prepared by other sources, that in any such instances may or may not be affiliated with CoastRock Capital Management.
The information provided on any CoastRock Capital Management Website (the “Content”) is directed only to persons or entities in any jurisdiction or country where access to and use of such Content is not contrary to local law or regulation. You are responsible for informing yourself of and complying with all laws and regulations governing the access to and use of such Content in your jurisdiction.
The Content consists of material and information that is (i) developed by or on behalf of CoastRock Capital Management (the “CoastRock Capital Management Content”), and/or (ii) developed by third parties and displayed or provided by CoastRock Capital Management (the “Third-party Content”), and in all cases is for informational purposes only. Third-party Content is obtained from sources believed by CoastRock Capital Management to be reliable, but is not guaranteed as to its accuracy or completeness. CoastRock Capital Management Content may be based on third-party sources believed by CoastRock Capital Management to be reliable, but is not guaranteed as to its accuracy or completeness. Content is current only as of the date it is first posted and, as a CoastRock Capital Management Website may not be regularly updated, such Content may not be accurate, true or complete when you view it. Additionally, the Content may be changed or amended without any prior or other notice or legend.
A CoastRock Capital Management Website may provide a direct link to material and information that is displayed or provided on a separate website that is owned, sponsored, hosted, and/or maintained by or on behalf of a third-party unaffiliated with CoastRock Capital Management (the “Linked Content”). CoastRock Capital Management does not make any representation or guarantee as to the accuracy or completeness of any Linked Content, and does not commit to any periodic review or update of any links to such Linked Content.
No Investment Advice
The Content is generic and descriptive in nature. It is not intended as nor shall it constitute a personal recommendation or specific investment advice, or provide the basis for a business or professional services relationship between you and CoastRock Capital Management. Unless separately and expressly agreed, CoastRock Capital Management neither provides investment advice to nor receives and transmits orders from nor carries on any other MiFID investment services and activities for users of a CoastRock Capital Management Website.
No Content is intended to constitute, nor shall be construed as, an offer (or an invitation to make an offer) to buy, sell or otherwise transact in any pooled fund and/or investment strategy referred to on a CoastRock Capital Management Website or any other security or financial instrument, or to provide any investment services or investment advice in any U.S. or international jurisdiction where such actions would be unlawful or require the filing of any document or information with any official agency or body in connection therewith.
Limitations on Use
You warrant that you will not use a CoastRock Capital Management Website to conduct or engage in unlawful activities, to violate any law or regulation, or to violate or infringe upon the rights of CoastRock Capital Management or any third party, including, without limitation, contractual rights, intellectual property rights, and privacy rights. You shall not use or introduce into a CoastRock Capital Management Website any device, software, or routine that could damage or interfere with the proper operation of a CoastRock Capital Management Website. You shall not directly or indirectly take any action to unduly stress a CoastRock Capital Management Website including, by way of example and not limitation, incurring session lengths or conducting search queries that CoastRock Capital Management reasonably determines to be abusive, or use any scraper, robot, spider, or other automated mechanism to access a CoastRock Capital Management Website or download the Content.
General Risk Warnings
AN INVESTMENT IN ANY OF THE POOLED FUNDS AND/OR USING ANY OF THE INVESTMENT STRATEGIES DESCRIBED ON A COASTROCK CAPITAL MANAGEMENT WEBSITE CARRIES SUBSTANTIAL RISK, INCLUDING THE POSSIBLE LOSS OF ENTIRE INVESTMENT PRINCIPAL AND ANY REALIZED AND UNREALIZED GAINS THEREON.
AN INVESTMENT IN ANY OF THE POOLED FUNDS AND/OR USING ANY OF THE INVESTMENT STRATEGIES DESCRIBED ON A COASTROCK CAPITAL MANAGEMENT WEBSITE MAY NOT BE SUITABLE FOR ALL INVESTORS. YOU ARE STRONGLY URGED TO CONSULT WITH AN INDEPENDENT PROFESSIONAL FINANCIAL ADVISER OR OTHER INVESTMENT PROFESSIONAL FOR PERSONAL AND SPECIFIC ADVICE WHEN EVALUATING THE MERITS AND RISKS OF THE POOLED FUNDS AND/OR INVESTMENT STRATEGIES DESCRIBED ON A COASTROCK CAPITAL MANAGEMENT WEBSITE.
PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. THERE IS NO GUARANTEE THAT THE OBJECTIVES OF ANY POOLED FUNDS AND/OR ANY INVESTMENT STRATEGIES DESCRIBED ON A COASTROCK CAPITAL MANAGEMENT WEBSITE WILL BE ACHIEVED. RETURNS MAY VARY SIGNIFICANTLY OVER TIME.
References to Tax Matters
An investment in any of the pooled funds and/or any of the investment strategies described on a CoastRock Capital Management Website may have important and potentially complex tax implications, which are specific to each investor. The applicable levels and bases of, and available reliefs from, taxation in a particular U.S. or international jurisdiction may change at any time, or be applied prospectively or retrospectively in a manner that alters the anticipated or historical character and/or treatment of investment gains and losses. Any tax reliefs referred to on a CoastRock Capital Management Website are those understood to be available at the time of posting of the applicable Content.
You must consult your own professional tax advisers regarding the tax consequences that may apply to you from an investment in any of the pooled funds and/or using any of the investment strategies described on a CoastRock Capital Management Website.
Any Content discussing the historical or expected tax attributes of an investment in any of the pooled funds and/or the investment strategies described on a CoastRock Capital Management Website is not intended, nor shall be construed, as tax advice. In accordance with IRS Circular 230 as may be applicable to any tax-related Content, any tax advice on a CoastRock Capital Management Website is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding any penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction(s) or tax-related matter(s) that may be addressed therein.
The CoastRock Capital Management Parties may have holdings in and/or derive income from the pooled funds and/or the investment strategies that may be referred to on a CoastRock Capital Management Website, and may otherwise have material financial interests in transactions that you effect in those funds and/or with those strategies.
Intellectual Property Rights
You may use the Content and reproduce it in hard copy for your personal only. Such information may not otherwise be reproduced, distributed or transmitted to any other person or incorporated in any way into another database, document or other materials. Nothing on a CoastRock Capital Management Website is intended to nor should be considered as a grant of any license or right under any product names, trademarks, logos, service marks or trade names (collectively referred to as “Trademarks”) of CoastRock Capital Management or any third party.
Governing Law and Arbitration of Disputes
EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, EACH COASTROCK CAPITAL MANAGEMENT WEBSITE, INCLUDING WITHOUT LIMITATION ALL CONTENT AND INFORMATION PROVIDED IN CONNECTION WITH ANY SUCH COASTROCK CAPITAL MANAGEMENT WEBSITE, IS PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE GREATEST EXTENT PERMITTED BY LAW, THE COASTROCK CAPITAL MANAGEMENT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, EXPECTED RESULTS, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
THE COASTROCK CAPITAL MANAGEMENT PARTIES MAKE NO REPRESENTATION OR WARRANTY, OR GIVE NO UNDERTAKING, AS TO THE ACCURACY OR COMPLETENESS OF ANY COASTROCK CAPITAL MANAGEMENT WEBSITE OR THE CONTENT THEREIN, AND NO LIABILITY IS ACCEPTED BY THE COASTROCK CAPITAL MANAGEMENT PARTIES FOR THE ACCURACY OR COMPLETENESS OF SUCH COASTROCK CAPITAL MANAGEMENT WEBSITES OR CONTENT. THE INTERNET IS NOT A COMPLETELY RELIABLE TRANSMISSION MEDIUM, AND THE COASTROCK CAPITAL MANAGEMENT PARTIES SHALL NOT BE LIABLE FOR ANY DATA TRANSMISSION ERRORS SUCH AS DATA LOSS, DAMAGE OR ALTERATION OF ANY KIND. THE COASTROCK CAPITAL MANAGEMENT PARTIES DO NOT GUARANTEE SECURE, CONTINUOUS, OR UNINTERRUPTED ACCESS TO A COASTROCK CAPITAL MANAGEMENT WEBSITE OR CONTENT THEREIN.
Limitation of Liability
You agree (i) for yourself and (ii) on behalf of any other party for whose benefit, on whose behalf, or at whose direction you are accessing a CoastRock Capital Management Website (including such party’s directors, officers, managers, members, partners, investors, clients, vendors, consultants, agents and representatives, whether entities or individuals) (separately and collectively, your “Related Parties”) to indemnify, defend, and hold harmless the CoastRock Capital Management Parties from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees and costs separately and collectively, “Claims and Damages”), arising from or in any way relating to any access to or use of, or attempted access to or use of, a CoastRock Capital Management Website; provided, that this indemnity shall not apply to Claims and Damages caused by any action or omission of any CoastRock Capital Management Parties involving gross negligence or reckless disregard for applicable law, and not otherwise undertaken in good faith.
COASTROCK CAPITAL MANAGEMENT
SUPPLEMENTAL ARBITRATION PROVISIONS
(b) The Parties irrevocably and unconditionally agree that any disagreements, conflicts, claims, or disputes between the Parties of any nature whatsoever and regardless of the type of relief sought arising from or relating to the CoastRock Capital Management Websites and the information presented therein (a “Dispute”) shall not be adjudicated by the courts but instead shall be submitted to, heard and resolved solely and exclusively through binding arbitration in accordance with these provisions (an “Arbitration”).
(c) (i) Each Arbitration shall be administered by and conducted pursuant to the American Arbitration Association (“AAA”) in accordance with its Expedited Commercial Arbitration Rules, unless the Parties mutually agree on a different arbitration organization to govern the Arbitration. The Arbitration shall be held in Hartford, Connecticut. The Arbitration may be heard by a single arbitrator designated by AAA (or substitute organization) and approved by the Parties, or, at the request of either Party, before a panel of three (3) arbitrators, in which case one arbitrator shall be proposed by the Party initiating the Arbitration (the “Petitioner”), the second arbitrator shall be proposed by the Party responding to the Arbitration (the “Respondent”), and the third arbitrator shall be selected by the two arbitrators so proposed. As used in these provisions, the term “Arbitration Panel” shall apply to an Arbitration heard by either a single arbitrator or multiple arbitrators, and the term “Arbitration Parties” shall refer to the persons named as the Petitioner(s) and the Respondent(s) participating in the Arbitration.
(ii) The Petitioner shall notify the Respondent of its demand for Arbitration, and include a copy of the petition submitted to AAA (or substitute organization). If three arbitrators are requested for the Arbitration Panel, the Petitioner shall also provide in such notice the name of its proposed arbitrator and include therewith a biographical resume prepared by such arbitrator. No later than five (5) Business Days after receipt of said notice, the Respondent shall notify the Petitioner of the arbitrator nominated by the Respondent and include the same type of biographical resume. Upon acceptance of the Arbitration by the AAA (or substitute organisation), the named arbitrators shall promptly select the third arbitrator and establish the Arbitration schedule, which shall commence as soon as practicable after the selection of the third arbitrator and on an accelerated basis in the case of any Dispute as to which injunctive or other emergency equitable relief is sought.
(d) Except to the extent modified by these provisions, each Arbitration shall be subject to Chapter 909 of the Connecticut General Statutes, as amended (“C.G.S.”) and held in accordance with the then-current rules of the AAA (or substitute organization). The Arbitration shall be conducted under oath and memorialized by stenographic, audio-visual, or other means of recording by a licensed court reporting firm. A transcript of the Arbitration shall be prepared and delivered to the Arbitration Panel and the Arbitration Parties as soon as practicable after the Arbitration is completed. The Arbitration Panel shall prepare a reasoned memorandum of decision, grounded in applicable law and containing findings of fact, conclusions of law, and one or more orders directed to each request for relief or counterclaim submitted by the parties to the Arbitration (the “Award”). The Award shall be in writing and rendered not later than (i) thirty (30) calendar days, in the case of a Dispute claiming damages, (ii) ten (10) Business Days in the case of a Dispute requesting injunctive relief, or (iii) three (3) Business Days in the case of a Dispute requesting a temporary restraining order or other emergency equitable relief after the Arbitration is completed, or, if the Arbitration Parties are to submit additional material, from the date fixed by the Arbitration Panel for the final receipt of such material. An Award made after such time periods shall have the same legal effect as if rendered within such time periods.
(e) Every Award rendered pursuant to Arbitration shall be final, conclusive, and binding on all Arbitration Parties. The Arbitration Parties shall honor and comply with the terms of the Award without resort to C.G.S. §52-417 (providing a process for obtaining judicial confirmation of arbitration awards), and shall take or discontinue any and all actions as directed in the Award within the time periods set forth therein. Notwithstanding anything to the contrary in these provisions, any Arbitration Party aggrieved by the Award shall be entitled to apply, in accordance with C.G.S. §52-420 and §52-421, for an order modifying or correcting the Award based solely on the grounds provided under C.G.S. §42-419, or vacating the Award based solely on the grounds provided under C.G.S. §52-418(a); provided, that if the Award is vacated, the court or judge shall direct a rehearing by a substitute Arbitration Panel notwithstanding that the statute of limitations otherwise applicable to any facet of the underlying Dispute has expired, or that the time period in which the Award is required to be rendered may have past.
(f) Any Award determined by an Arbitration Panel shall be responsive to the prayers for relief sought in such Arbitration and be consistent with the relief which would be available to an Arbitration Party in a court of law or equity including, without limitation, an award of money damages, specific performance, injunctive relief and/or declaratory relief; provided, that the Arbitration Panel may not provide for punitive, exemplary, incidental or consequential damages in any Award. If the Arbitration Panel determines that either Arbitration Party has engaged in an abuse of process or bad faith in any aspect of the Arbitration, it may include in the Award an assessment against such Arbitration Party of the full or partial fees and expenses of the Arbitration and the fees and expenses of the attorneys and other advisors and experts of the non-offending Arbitration Party. Failing any such determination by the Arbitration Panel, the costs and expenses of the Arbitration shall be shared equally by the Arbitration Parties and each such Arbitration Party shall be responsible for the fees and expenses of its own attorneys and other advisors and experts.