Terms and Conditions of Use
This notice is being provided to you in accordance with the U.S. Securities and Exchange Commission rule regarding the privacy of consumer financial information (“Regulation S-P”). Please take the time to read and understand our privacy policies and procedures summarized below, which we have implemented to help safeguard your non-public personal information. For purposes of this Privacy Notice “non-public personal information” means personally identifiable financial information and any list, description or other grouping of consumers that is derived using any personally identifiable financial information that is not publicly available.
INFORMATION WE COLLECT
Ore Hill Partners LLC must collect certain personally identifiable financial information about its clients and fund investors in order to provide financial services and products. The personally identifiable financial information that we gather during the normal course of our communication with you may include:
- Information we receive from you in our subscription documents or other documents or forms;
- Information we receive from our affiliates, representatives, agents or advisers regarding you and your transactions; and
- Information we receive from a consumer reporting agency.
INFORMATION WE DISCLOSE
We do not disclose any non-public personal information about our clients or fund investors (including former investors) to any natural person or entity unless such disclosure is permitted or required by law. In accordance with Section 248.13 of Regulation S-P, we may disclose all of the information we collect, as described above, to certain non-affiliated third parties such as attorneys, accountants, auditors and persons or entities that are assessing our compliance with applicable law or industry standards. Our contractual agreements with all non-affiliated third parties prohibit such third parties from disclosing or using the information other than to carry out the purposes for which we disclose the information. As permitted by law, we may disclose all the information we collect, including non-public personal information as described above, to affiliated entities in a control relationship with Ore Hill that have services or products that may be of interest to you.
CONFIDENTIALITY AND SECURITY
Within Ore Hill, we restrict access to non-public personal information about you to those of our employees who need to know the information to provide financial products or services to you. We maintain physical, electronic and procedural safeguards that comply with U.S. federal standards to guard your non-public personal information. Prior to providing non-public personal information to affiliated entities as described above, or to non-affiliated parties as described above, we take steps to ensure that those entities have appropriate safeguards to guard your non-public personal information.
Section 1. Site Ownership and Operation
Section 2. Applicability of T&Cs
Section 3. Content Does Not Consist of Investment Advice or Recommendations
Section 4. Offer By Offering Memorandum Only
Section 5. Jurisdictional Information and Geographic Limitations
Section 6. Acceptance and Modification of T&Cs
Section 7. Monitoring of Site
Section 8. Third-Party Sources and Information
Section 9. Intellectual Property
Section 10. Prohibited Uses
Section 12. Limitation of Liability
Section 13. Limitations on Exclusions of Warranties
Section 14. Severability
Section 15. Governing Law
Section 16. Entire Agreement
Section 17. Captions
Section 18. Modification and Termination of Service
Section 19. Copy of T&Cs
Section 20. Account Access
Section 21. Material to be Consulted in its Etirety
Site Ownership and Operation
- This Site is intended to be available only to persons that accept these Terms & Conditions of Use - Ore Hill Partners LLC Web Site (these or the T&Cs). Such persons and duly authorized representatives are referred to in these T&Cs as "users" or "you" and by words of similar import. It is the responsibility of users to take reasonable steps to cause their respective representatives to comply with these T&Cs. Each user is requested to bring to our attention promptly any aspect of the material on, or the functionality of, this Site that is not to the user's satisfaction or appears defective in any way.
The terms "Ore Hill Partners LLC Web Site" and this "Site" mean the web site having a Uniform Resource Locator (or URL) of www.orehill.com.
Applicability of T&C's
These T&Cs apply to the use of this Site and to the use through this Site of the various features that are accessible, or that may become accessible in the future, from this Site (collectively, "Features"). The use of some or all of the Features may be subject to disclosures or disclaimers that are contained within or linked to those Features.
- There may be provisions in separate subscription and account agreements, if any, executed between you and an investment fund managed by Ore Hill (each a “Fund”), which govern aspects of the use of this Site. In the event of any inconsistency between these T&Cs and any such agreements, the terms of such agreements shall govern.
Content Does Not Consist of Investment Advice or Recommendations
This Site and its contents are for informational purposes only. If you wish to obtain further details about any information contained on this Site, please contact us using the information at Contact Us.
You alone will need to evaluate the merits and risks associated with the use of this Site. Decisions based on information obtained from this Site or the use of the Features are your sole responsibility, and before making any decision on the basis of this information, you should consider (with or without the assistance of a appropriate advisors) whether the information (including information contained in a Fund's Confidential Explanatory Memorandum ("Offering Memorandum") is appropriate in light of your particular investment needs, objectives and financial circumstances.
Although this Site may provide information relating to approaches to investing or types of securities and investments you might buy, sell or hold, no information available through this Site is intended or should be construed as any advice, recommendation or endorsement from us as to any legal, tax, investment or other matter. Nothing on this Site shall be considered a solicitation or offer to buy or sell any security, future, option or other financial instrument or to offer or provide any investment advice or service to any person in any jurisdiction. Nothing contained on this Site constitutes investment advice or offers any opinion with respect to the suitability of any security, and the views expressed on this Site should not be taken as advice to buy, sell or hold any investment. In preparing the information contained in this Site, we have not taken into account the investment needs, objectives or financial circumstances of any particular person. This information is without regard to the specific investment objectives, financial situation or particular needs of any specific recipient of this information. Some or all alternative investment programs may not be suitable for certain investors.
Any views expressed on this Site by us were prepared based upon the information available to us at the time such views were written. Updated or additional information could cause such views to change. All information is subject to possible correction. Information may quickly become unreliable for various reasons, including changes in market conditions or economic circumstances. If an investment is denominated in a currency other than the recipient's currency, changes in the rates of exchange may have an adverse effect on value, price or income. The levels and bases of taxation may also change from time to time.
- This Site contains performance information, which may include rates of return for the Funds, your individual performance (whether actual or estimated), investment strategies forming a part thereof, statistical analyses and the like. Any performance data quoted on this Site represents past performance and is no guarantee of future results. The value of an investment may fall as well as rise. Investor principal is not guaranteed and investors may not receive the full amount of their principal at the time of redemption if asset values have fallen. Investors should understand that performance results will be reduced by investment advisory fees and other expenses that may be incurred in connection with the account.
Finally, statistical results have certain inherent limitations. Such analyses are based on subjective assessments and assumptions and may use one among several alternative methodologies. Other methodologies may produce different results. Accordingly, such statistical analyses should not be viewed as facts and should not be relied upon as a prediction of future events.
Offer By Offering Memorandum Only
The material on this Site does not constitute an offer to sell, or the solicitation of an offer to buy advisory services or any securities or any interests in investment funds managed by Ore Hill. Offerings of securities are made only by Offering Memoranda by persons who are registered, or not required to be registered as broker-dealers or agents in the particular jurisdiction. Such offerings are made, and such investment advisory services are offered, only to persons who are “accredited investors” as defined in Rule 501(a) under the Securities Act of 1933, as amended. The material terms and risks associated with an investment in each Fund are disclosed in the applicable Offering Memorandum. Responses to any inquiry which may involve rendering of personalized investment advice for compensation effecting or attempting to effect transactions in securities will not be made absent compliance with state broker-dealer, investment advisor, broker-dealer agent or investment advisor representative requirements, or applicable exemptions or exclusions from such requirements. This Site is not intended for distribution to or use by any person in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. Ore Hill makes no representations or warranties that the content of this Site is applicable or appropriate for use in locations outside of the United States of America.
Jurisdictional Information and Geographic Limitations
Unless otherwise specified, we control and operate this Site from our offices within the State of New York, United States of America.
The information available at this Site, including the description of the services and products referred to on this Site, is restricted in certain jurisdictions. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to local law and regulation. Persons who access this Site do so on their own initiative. Accordingly, persons who access this Site are required by Ore Hill to inform themselves about and observe such restrictions.
This information is not intended for distribution to, or use within, any jurisdiction, or use by any person, where such distribution or use would constitute a violation of law or regulation or would subject Ore Hill or the Funds to any additional registration requirement within such jurisdiction.
Persons interested in acquiring interests or shares in a Fund should inform themselves as to: (a) the legal requirements within the countries of their nationality, residence, ordinary residence or domicile for such acquisitions; (b) any foreign exchange restriction or exchange control requirements which they might encounter on acquisition or disposal of interests or shares; and (c) the tax consequences which might be relevant to the acquisition, holding or disposal of interests or shares under the laws of the countries of their citizenship, residence or domicile.
Acceptance and Modification of T&Cs
These T&Cs are accepted either by selecting the "I Accept" provided or by continued use of the Site. Acceptance by any representative of an entity is acceptance by that entity. We reserve the right, in our discretion, to change these T&Cs at any time and without notice. The T&Cs can be accessed from links on the home (or index) page and other pages of this Site. If you use this Site after we post changes to these T&Cs, you accept the changed terms. We may also offer other services from time to time that are governed by different terms and conditions.
Monitoring of Site
We reserve the right to monitor any and all use of this Site. However, we are under no obligation to do so and assume no responsibility or liability arising from the use of this Site. Our communications via e-mail from this Site are not encrypted. You acknowledge that there is a risk that data, including e-mails, electronic communications and personal data, may be accessed by unauthorized third parties when communicated between you and us.
Third-Party Sources and Information
All Fund information, index data, prices, averages, quotations, performance data, financial market information and other similar information available on this Site (collectively, "Informational Content"), are obtained by Ore Hill from, or are compiled by Ore Hill based on, sources believed to be reliable. Due to the number of sources from which the Informational Content is obtained, possible human error, possible mechanical error and the hazards associated with electronic distribution, there may be delays in transmitting and publishing the Informational Content. Furthermore, the Informational Content may contain omissions, inaccuracies or other errors.
Ore Hill does not endorse, or take responsibility for, any third party's information, services or products. Ore Hill may have business relationships with such third parties, including vendor relationships in connection with the Funds. No representation is made that any such third party is an "independent" authority in respect of any Informational Content prepared by such third party. All use of, or reliance on, such Informational Content is at your own risk.
We are not responsible for the content of any web site owned by a third party that may be linked to this Site via hyperlink, whether such hyperlink is provided by us or by a third party, including content that may be obtained by the use of Features that are hyperlinked to this Site. We provide such links only as a convenience to you, and we have not tested any software or verified any information found at such web sites, including the content of any prospectus or sales literature contained on such web sites (except with respect to a prospectus or sales literature prepared by us).
By providing access to other web sites, we are not recommending the purchase or sale of any security or investment referenced on any such web site, nor are we endorsing any such web site or the products or services provided by any web site's sponsoring organization. All use of, and reliance on, third parties' web sites, content, products and services is at your own risk. Ore Hill reserves the right to terminate any third party link, information, services or products at any time.
- Certain links on this website may link you to other sites on the world wide web. The linked sites are not under our control and we are not responsible for the contents of any linked site or any link contained in a linked site or any changes or updates to such sites. We are not responsible for webcasting or any other form of transmission received from any linked site. We are providing these links to you only as a convenience, and the inclusion of any link does not imply a referral by us to, or an endorsement by us of, any linked site.
- The content available through this Site, including, but not limited to, the Informational Content, images, charts, graphs, graphics, designs, photographs, audio and video clips, any Marks (as defined below), software and HTML code (collectively, the "Content") are, except as otherwise explicitly noted, the property of Ore Hill or its licensors (as the case may be) and are subject to protection by U.S. and international intellectual property laws and treaty provisions, including, but not limited to, those relating to patent rights, copyrights, trade secrets, trade names, trademarks, service marks, moral rights, know-how and other similar rights.
- Subject to these T&Cs, and except as expressly indicated otherwise herein or on this Site, you agree not to download, copy, store, manipulate, reformat, modify, adapt, reproduce, retransmit, distribute, circulate, display, publish, perform, sell, rent, print or create derivative works from, or make any other use of, the Content (or any portion thereof) without the prior written approval of Ore Hill Partners. The preceding sentence prohibits you from, among other things, posting any Content to forums, list services, newsgroups, mailing lists and electronic bulletin boards without the prior written approval of Ore Hill Partners. You are solely responsible for any data, text, software or other materials that you upload, post, e-mail or otherwise make available using this Site.
- Nothing in these T&Cs grants you a license to develop, create or offer any financial products or services based on any of the Content found on this Site. To the extent approved by Ore Hill Partners, you are authorized to use and download materials that are made available on this Site only for your own needs. You may not use, distribute, modify, transmit or post any Content obtained from the use of this Site or any functions of this Site for public or commercial purposes, including any text, images, audio or video, without our express written permission. Specifically, you are not authorized to resell access to any such materials or to redistribute or facilitate the redistribution of any such materials for sale to others. You also may not delete copyright or other intellectual property rights and proprietary notices from printouts of electronically accessed materials. No act of downloading or otherwise copying from this Site will transfer title to any software or material contained within this Site to you.
- You agree and acknowledge that all trademarks, service marks, logos, names and titles (collectively, the "Marks") on this Site and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright law. Nothing on this Site should be construed as granting any license or right to use any of the Marks displayed on this Site. Any unauthorized use of the Marks or any other Content is strictly prohibited.
- Anything that you transmit to this Site becomes the property of Ore Hill, may be used by Ore Hill for any lawful purpose, and is further subject to disclosure as deemed appropriate by Ore Hill, including to any legal or regulatory authority to which Ore Hill is subject.
- If you would like to obtain permission to make use of this Site in a way that is not permitted by these T&Cs, please send a request to do so in writing using the information on the Contact Us page.
Users may not:
- transmit any order for purchase or sale of interests or shares using such e-mail facility;
- use this Site to commit criminal or civil violations of federal, state, local or international laws, regulations or other government requirements. Ore Hill reserves the right to report any activity that may violate any law or regulation to appropriate law enforcement officials, regulators or other third parties;
- violate, or attempt to violate, this Site, including by uploading, posting, e-mailing or otherwise transmitting any material that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software or hardware or the telecommunications equipment that is owned, leased or used by us;
- use this Site for the distribution of any offensive materials or any advertising or promotional materials, including without limitation, "junk mail," "surveys," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or unauthorized communication;
- copy, post, reproduce, transmit, upload, republish or distribute in any way material from this Site in any manner inconsistent with the purposes for which we offer it;
- without our express written permission, copy, modify or display our name, or any text, graphic images or other content from this Site;
- without our express written permission, redeliver any of the pages, text, images or other content of this Site using "framing," redirection or similar technology, or otherwise deliver this Site in a manner that does not maintain the integrity of the layout, content, and look and feel of this Site;
- include any trademark, trade name or service mark of ours, the name of any of our personnel, or any variation of any of the foregoing, as any other indicator that may create a likelihood or confusion or a false or misleading impression of affiliation, sponsorship or endorsement between us and any user and/or web site;
- upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; or
- archive this Site.
Ore Hill obtains nonpublic information about clients and investors from their subscription agreements. None of such information will be disclosed except as necessary in the course of the administration, processing and servicing of withdrawals, redemptions and subscriptions and to the Funds’ administrators, brokers, accountants, attorneys, auditors and other representatives – and then only subject to customary undertakings of confidentiality (except with respect to regulatory auditors). The Funds’ and Ore Hill’s access to non-public personal information relating to clients and investors will be shared only with Ore Hill personnel who need to know such information in connection with the operation of the Funds. The Funds and Ore Hill each maintains physical, electronic and procedural controls in keeping with U.S. federal standards to safeguard the non-public personal information relating to clients and investors.
Limitation of Liability
While Ore Hill endeavors to maintain this Site and its operations, errors or omissions may occur from time to time. All information and content on this Site is furnished “as is” and Ore Hill makes no warranties or representations as to the accuracy of this Site, and we disclaim all warranties of any kind, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. We make no warranty that (i) the operation of the Site will meet the user’s requirements; (ii) access to the Site will be uninterrupted, timely, secure, free of viruses or other harmful components, or free of error; (iii) the results that may be obtained from the use of the site will be accurate or reliable; or (iv) defects will be corrected. The materials on this Site could become inaccurate as a result of developments occurring after the inclusion of such materials on the Site. We undertake no obligation to keep such information current.
- Under no circumstances will Ore Hill or any party or person involved in creating, producing or delivering this Site be liable for any damages or injury, including any direct, special, incidental, consequential or punitive damages, that may result from the use of, or the inability to use, the Informational Content, Content or other material on this Site, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available on this Site. Ore Hill will not be liable for any damages or injury even if an Ore Hill authorized representative has been advised of the possibility of such damages. These include, but are not limited to, damages or injury caused by error, omission, interruption, defect, failure of performance, delay in operation or transmission, line failure or computer virus or other harmful component.
- Ore Hill assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from this Site
Limitations on Exclusion of Warranties
Applicable law may not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations or exclusions may not apply to you. However, in no event will our total liability to you for damages, losses, claims and causes of action (whether in contract, tort (including, but not limited to, negligence) or otherwise) exceed the amount paid by you, if any, for accessing this web Site.
If any provision of these T&Cs shall be held to be unlawful, void, invalid or unenforceable by any court or regulatory or self-regulatory agency or body, such condition shall attach only to such provision. The validity of the remaining provisions shall not be affected thereby and these T&Cs shall be carried out as if any such unlawful, void, invalid or unenforceable provision were not contained herein.
The laws of the State of New York will apply to all matters relating to these T&Cs, and they shall not be governed by the United Nations Convention on Contracts for the International Sales of Goods. These T&Cs shall be construed in accordance with the laws of the State of New York, without giving effect to any principles or rules of conflicts of laws to the extent such principles or rules are not mandatorily applicable by statute or would require or permit the application of the laws of other jurisdictions, as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies. In connection with any litigation, without limiting Ore Hill's right to bring an action against you in any jurisdiction, you further agree to submit to the exclusive jurisdiction of and venue in the federal and state courts located in the City and County of New York, New York, U.S.A. Any claim or cause of action you may have arising out of or related to the use of this Site or these T&Cs must be filed within one year after such claim or cause of action arose regardless of any statute or law to the contrary.
This Agreement, including all agreements and policies incorporated herein by reference or by hyperlink, as they may be amended from time to time by us, including, but not limited to, by posting such amendments on this Site, constitutes the complete and exclusive agreement between Ore Hill and you with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements with respect to the subject matter hereof.
Captions in no way define, limit, extend or describe, nor should they be deemed relevant to the interpretation of, the scope of these T&Cs nor the effect of any of its provisions.
Modification and Termination of Service
- We reserve the right to modify or discontinue all or any portion of this Site or any Feature made available thereby at any time without prior notice. The Site may also be unavailable during periods of maintenance or for other reasons.
- We may block access to the use of all or any portion of this Site or any Feature without notice in the event we elect to discontinue such service on a temporary or permanent basis or in the event that you breach these T&Cs. We also reserve the right to block access to all or any portion of this Site if we have reason to believe that the general security and/or integrity of the system is being compromised.
- We are not required to make available or to continue to make available this Site, in particular to residents of any non-U.S. jurisdiction as to which we determine that the furnishing of this Site might be unlawful under the laws of such non-U.S. jurisdiction or the laws of the U.S., or compliance with either of such laws is impracticable or commercially unreasonable.
- We reserve the right to prohibit or restrict a particular user's access to this Site, without giving notice of, or a reason for, such action.
Copy of T&Cs
You may use your browser to download and/or print out a copy of these T&Cs for your records. However, we reserve all our copyrights in the T&Cs.
If you and any of your employees, agents or representatives access or use this Site for account access, you acknowledge and agree that such ELECTRONIC SERVICE IS BEING MADE AVAILABEL TO YOU OR SUCH OTHER PERSON WITHOUT ANY WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, and you agree that any such access or use will be solely at your own risk, and Ore Hill will have no liability whatsoever relating to or arising out of any such access or use or any inaccuracies, errors, delays, omissions or other problems or failures of any such electronic service. Moreover, you agree that if you or any of your employees or agents are given any digital certificate(s), user name(s), and/or password(s) that may be required to access or use any electronic services (collectively, “User Codes”), (a) you shall take all necessary actions to preserve the confidentiality of such User Codes; (b) you shall restrict access to the User Codes to those persons who are duly authorized to act on your behalf; (c) you shall notify Ore Hill immediately in the event any such User Code is lost, stolen, or the confidentiality of any such User Code has been compromised in any way or the authority of any person to act on your behalf has been revoked or limited; and (d) you are responsible for and will be bound by all statements made and instructions, assents and consents communicated under any such User Code, to the same extent that the same was under your duly signed writing.
- Material to be Consulted in its Entirety
All materials contained within this Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.