Terms and Conditions
Effective: May 6, 2024
1. Acceptance of the Terms and Conditions.
Terrain Capital Management, LLC and its affiliates (herein referred to as the “Company,” “we,” “us” or “our”) provides and makes available this web site (the “Site”). All use of the Site is subject to the terms and conditions contained in the Terms and Conditions (the “Terms”). Please read the Terms carefully. By accessing, browsing or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by the Terms. If you do not accept the Terms, you shall not access, browse or use the Site. You understand and agree that we may change the Terms at any time without prior notice. You may read a current, effective copy of the Terms at any time by selecting the “Terms” link on the Site. The revised terms and conditions will become effective at the time of posting. Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to the Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site. Your access to and use of the Site is also subject to our Privacy Policy located at https://terrain.com/privacy.
2. Use of the Site.
2.1 The Site is a place for you to find out more about us. Unless otherwise specified all content and material, including but not limited to software, text, graphics and images published on the Site (collectively referred to as the “Content”) is presented solely for your private, personal and non-commercial use.
2.2 The information and products shown on the Site are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. If accessing the Site or using of any material or content on the Site infringes any applicable law in your jurisdiction(s), you are not authorized to access or use the Site and you must exit immediately.
2.3 We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under the Terms. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of the Terms, your right to access and/or use the Content and Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
2.4 The trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of the Company. Other company, product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”). Nothing on the Site or in the Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the prior written consent of the Company, specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without the Company’s prior written consent. All goodwill generated from the use of any Company Trademark shall inure to the Company’s benefit.
2.5 The Site contains links to third-party websites (“External Sites”). These links, and the contents therein, are provided solely as a convenience to you. We did not adopt, entangle ourselves with, or otherwise endorse any of such content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
2.6 Certain elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.3 of the Terms. None of the Content for the Site may be retransmitted without our express written consent in each and every instance.
3. Permitted Use.
You may use the Site for lawful purposes only. Any commercial use or exploitation of the Site or the Content is strictly prohibited. You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (d) delete or alter any material posted on the Site by us or any other person or entity, (e) frame or link to any of the materials or information available on the Site, or (f) access, monitor or copy any content or information of the Site using any robot, spider, scraper or other automated means or any manual process for any purpose. Without prejudice to our other rights or remedies, we reserve the right to take legal proceedings against you for reimbursement of all costs or losses (on an indemnity basis) resulting from your breach of this Section of the Terms, and to disclose such information to law enforcement agencies as we reasonably believe is necessary.
4. Changes to the Site.
We reserve the right to make changes or corrections, alter, suspend or discontinue any aspect of the Site or the Content or services available through it, including your access to the Site, with or without notice to you. Unless explicitly stated to the contrary, any new features including new content, will be subject to the Terms. You confirm that we will not be liable to you or any third party for any changes to or permanent or temporary withdrawal of the Site.
5. Disclaimer.
5.1 YOU ACKNOWLEDGE THAT THE CONTENT OF THE SITE IS FOR GENERAL, INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO CONSTITUTE AN ADVERTISEMENT, AN OFFER TO SELL OR BUY ANY SECURITIES OR OTHER ASSETS OR PROMISE TO UNDERTAKE OR SOLICIT BUSINESS, AND MAY NOT BE RELIED UPON IN CONNECTION WITH ANY OFFER OR SALE OF SECURITIES OR OTHER ASSETS. OFFERS CAN ONLY BE MADE WHERE SUCH ACTIVITIES ARE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. WE MAKE NO REPRESENTATIONS THAT ANY INFORMATION PROVIDED VIA THE SITE IS ACCURATE, CURRENT, RELIABLE OR COMPLETE. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE RISKS AND MERITS REGARDING THE USE OF THE SITE AND ANY SERVICES PROVIDED HEREIN. WE ARE NOT UTILIZING THE SITE TO PROVIDE INVESTMENT, LEGAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL ADVICE, AND NOTHING ON THE SITE IS TO BE DEEMED A RECOMMENDATION THAT YOU BUY, SELL OR HOLD ANY SECURITY OR OTHER INVESTMENT OR THAT YOU PURSUE ANY INVESTMENT STYLE OR STRATEGY. IF YOU WOULD LIKE INVESTMENT, ACCOUNTING, TAX OR LEGAL ADVICE, YOU SHOULD CONSULT WITH YOUR OWN ADVISORS WITH RESPECT TO YOUR INDIVIDUAL CIRCUMSTANCES AND NEEDS. ANY TRANSACTIONS LISTED ON THE SITE ARE INCLUDED AS REPRESENTATIVE TRANSACTIONS AND ARE NOT NECESSARILY REFLECTIVE OF OVERALL PERFORMANCE.
5.2 THE CONTENTS OF THE SITE MAY CONTAIN FORWARD-LOOKING STATEMENTS OR STATEMENTS OF OPINION OR INTENTION, WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “CAN,” “WILL,” “WOULD,” “SHOULD,” “SEEK,” “EXPECT,” “ANTICIPATE,” “FORECAST,” “PROJECT,” “ESTIMATE,” “POTENTIAL,” “INTEND,” “CONTINUE,” “TARGET,” “PLAN” OR “BELIEVE” OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. SUCH STATEMENTS, INCLUDING THOSE RELATING TO CURRENT AND FUTURE MARKET CONDITIONS AND TRENDS, ARE NOT HISTORICAL FACTS AND ARE BASED ON BELIEFS, ASSUMPTIONS, CURRENT EXPECTATIONS, ESTIMATES, AND PROJECTIONS ABOUT THE FINANCIAL INDUSTRY, THE ECONOMY, THE COMPANY ITSELF OR ITS INVESTMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT WITH REGARD TO TIMING, EXTENT, LIKELIHOOD AND DEGREE OF OCCURRENCE. THEREFORE, ACTUAL RESULTS AND OUTCOMES MAY MATERIALLY DIFFER FROM WHAT MAY BE EXPRESSED OR FORECASTED IN, FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS, AND UNDUE RELIANCE SHOULD NOT BE PLACED THEREON. IN ADDITION, IMPORTANT FACTORS THAT, IN OUR VIEW, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS INCLUDE RISKS RELATING TO OUR DEPENDENCE ON CERTAIN KEY PERSONNEL, OUR ABILITY TO RAISE NEW FUNDS AND OTHER PRODUCTS, MARKET CONDITIONS GENERALLY, OUR ABILITY TO MANAGE OUR GROWTH, INVESTMENT PERFORMANCE, CHANGES IN OUR REGULATORY ENVIRONMENT AND TAX STATUS, THE VARIABILITY OF OUR REVENUES, NET INCOME AND CASH FLOW, OUR USE OF LEVERAGE TO FINANCE OUR BUSINESSES AND INVESTMENTS BY OUR FUNDS AND OTHER CLIENTS AND LITIGATION RISKS, AMONG OTHERS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE, AMEND OR CLARIFY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. FURTHERMORE, PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS; NO REPRESENTATION IS BEING MADE THAT ANY INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED. ANY VIEWS REFLECTED ON THE SITE ARE SUBJECT TO CHANGE WITHOUT NOTICE.
5.3 THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES”) DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON‑INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
5.4 THE COMPANY PARTIES WILL NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE OR CONVENIENCE ARISING AS A CONSEQUENCE OF ANY ACCESS TO OR USE OF OR THE INABILITY TO ACCESS OR USE OF THE SITE OR ANY INFORMATION AVAILABLE ON THROUGH THE SITE INCLUDING WITHOUT LIMITATION THE CONTENT, COMPANY TRADEMARKS OR THIRD-PARTY TRADEMARKS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND USE OF, OR RELIANCE ON, ANY INFORMATION CONTAINED WITHIN IT (INCLUDING THE CONTENT).
5.5 THE COMPANY PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR‑FREE OR THAT THE SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
5.6 WE UNDERTAKE NO OBLIGATION TO UPDATE THE SITE OR TO CORRECT ANY INACCURACIES WHICH MAY BECOME APPARENT, BUT RESERVE THE RIGHT TO DO SO WITHOUT NOTICE TO YOU. THE COMPANY PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND THE CONTENT AT YOUR OWN RISK.
6. Limitation of Liability.
6.1 IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
6.3 IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 5.6 AND 6.1 AND SECTION 7 BELOW ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
7. Indemnification.
To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of the Terms or your access to, use or misuse of the Content or Site. The Company shall provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter. You may not settle or compromise any claim against the Company Parties without Company’s written consent.
8. Termination of the Terms.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Terms and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability. Sections 2 (Use of the Site), 5 (Disclaimer), 6 (Limitation of Liability),7 (Indemnification), 8 (Termination of the Terms), and 11 (Miscellaneous) shall survive the termination of the Terms.
9. Applicable Laws.
9.1 The Site may be accessed by users in countries other than the United States and the Netherlands. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States and the Netherlands. If you access the Site or the Content from outside of the United States or the Netherlands, you do so at your own risk. Whether inside or outside of the United States or the Netherlands, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
9.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
10. U.S. Government Restricted Rights.
The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and the Content.
11. Miscellaneous.
The Terms are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York. If any provision of the Terms are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect. Our failure to act on or enforce any provision of the Terms shall not be construed as a waiver of that provision or any other provision in the Terms. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed between us and you, the Terms constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. The Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Site might be publicly accessible. Important and private information should be protected by you. We are not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.