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Effective Date: May 7, 2020
Thank you for visiting our website.
PLEASE READ THESE TERMS AND CONDITIONS (THE “TERMS”) CAREFULLY BEFORE USING OUR WEBSITE (THE “SITE”). THE SITE IS AVAILABLE ONLY TO, AND MAY ONLY BE USED BY, INDIVIDUALS WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, THE SITE IS NOT AVAILABLE TO PERSONS UNDER AGE 18. BY ACCESSING THIS SITE AND ANY PAGES THEREOF, YOU ACKNOWLEDGE YOUR UNDERSTANDING OF, ACCEPT WITHOUT LIMITATION OR QUALIFICATION, AND AGREE TO BE BOUND BY, THE TERMS AND CONDITIONS HEREIN AND AS MODIFIED FROM TIME TO TIME. THESE TERMS, INCLUDING ALL DOCUMENTS REFERENCED HEREIN, CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND SANTÉ AND GOVERNS YOUR ACCESS TO AND USE OF THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS IN THEIR THEN CURRENT FORM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS BELOW, DO NOT ACCESS THIS SITE, OR ANY PAGES THEREOF.
Santé Capital Management, LP, SHVMS, LLC and their affiliates (“Santé,” “we,” “our,” or “us”) reserve the right to change, modify, add or remove portions of the Terms or other documents referenced herein at any time for any reason, without notice, and in our sole discretion.
By accessing the Site, the recipient agrees that it will, and it will cause its directors, partners, officers, employees, affiliates and representatives, to use such information only to evaluate its potential interest in any fund or account managed by Santé (the “Funds”) and for no other purpose and not divulge any such information to any other party. Any reproduction of such information, in whole or in part, is prohibited.
USE OF THIS WEBSITE
This Site is owned and operated by, or on behalf of, Santé. Access, distribution and/or use of this Site is subject to all applicable laws and regulations. To the extent that access, distribution and/or use of this Site would be deemed illegal by applicable law, such access, distribution and/or use is prohibited.
Authorized users of this Site include existing clients of Santé, existing investors in its Funds, qualified prospective clients and investors of Santé and the Funds, and any other users authorized by Santé. Santé grants you a non-exclusive, non-transferable and limited personal license to access and use the Site for your personal and non-commercial use, conditioned on your continued compliance with these Terms. As an authorized user, you represent and warrant that you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms, will be responsible for all activity on the Site and will not delete any material nor violate or attempt to violate the security of the Site. In addition, you may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Site. You may not link other websites to the Site without Santé’s prior written permission. Unauthorized access to and/or use of this Site, including but not limited to misuse of posted information, is strictly prohibited.
You are prohibited from using the Site to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Site for any purpose without the prior written permission of Santé. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Santé’s infrastructure, interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site, or bypass any measures that we may use to prevent or restrict access to the Site. You shall not, directly or indirectly, reverse engineer, decompile, disassemble, translate or convert any computer programs used to access the Site. Any special rules for the use of certain software and other content accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms by reference. Any rights not expressly granted herein are reserved.
Investors currently holding interests or shares in Funds will be provided login credentials by Santé or its administrator to access additional material and information on the administrator’s website. If you are a current investor and have not received such login credentials, please contact Santé’s administrator to obtain access to its website.
You are responsible for maintaining the confidentiality of your login credentials. You are entirely responsible for any and all activities which occur under your login credentials whether or not authorized by you. Although Santé will not be liable for losses caused by any unauthorized use of your account on the administrator’s website, you may be liable for the losses of Santé or others due to such unauthorized use.
You may not allow others to use your login credentials. If you know or believe that your login credentials have been compromised for any reason, you should contact Santé’s administrator immediately to request new login credentials. If you provide your login credentials to any third party, you will be solely responsible for any actions taken by such third party using your login credentials.
Accessing the Site and the information that it contains constitutes a request by you, at your initiative, to be provided with information about the Funds. Neither Santé, nor any of its affiliates, intends to actively market any Funds to investors in the European Union or the European Economic Area and, therefore, Santé is outside the scope of the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (the “AIFMD”) and is not subject to the requirements of the AIFMD. If you are a prospective investor located in, or have your registered office in, the European Union or the European Economic Area, as a condition to your use of this Site, you represent that you acknowledge and understand that the information contained on this Site may not include information that Santé would have been required to provide to you, or to otherwise make public, had either Santé been required to comply with the AIFMD, and Santé may not provide to you such information or sales materials which would otherwise have been required by the AIFMD.
THE SITE MAY INCLUDE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES CONCERNING THE OPERATIONS, PROSPECTS, STRATEGIES, FINANCIAL CONDITION AND FUTURE ECONOMIC PERFORMANCE OF SANTÉ’S BUSINESSES, AND OF THE FUNDS MANAGED BY SANTÉ AS WELL AS SANTÉ’S INTENTIONS, PLANS AND OBJECTIVES, THAT ARE BEYOND THE CONTROL OF SANTÉ. THESE STATEMENTS ARE BASED UPON A NUMBER OF ASSUMPTIONS AND ESTIMATES WHICH ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF SANTÉ. WHEN USED ON THE SITE, WORDS LIKE “ANTICIPATES,” “EXPECTS,” “BELIEVES,” “ESTIMATES,” “SEEKS,” “PLANS,” “INTENDS,” “WILL” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS DESIGNED TO FALL WITHIN SECURITIES LAW SAFE HARBORS FOR FORWARD-LOOKING STATEMENTS. THE SITE AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER FOR SALE OF ANY SECURITIES. NONE OF THE INFORMATION CONTAINED HEREIN IS INTENDED TO BE, AND SHALL NOT BE DEEMED TO BE, INCORPORATED INTO ANY OF OUR SECURITIES OFFERING MATERIALS, SECURITIES FILINGS OR DOCUMENTS.
OWNERSHIP OF CONTENT
The Site and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Santé and are protected by U.S. and international copyright and other intellectual property and related laws, rules and regulations, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Site are proprietary to Santé, including all registered and unregistered trademarks and service marks of Santé. Notwithstanding the foregoing, if the Site includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this Site without the prior written permission of Santé or such third party that may own the trademarks displayed on this Site. You may not use the trademarks displayed on the Site. Your use of any Content, whether owned by Santé or any third party, without Santé’s express written permission, is prohibited except as otherwise expressly permitted in these Terms. Without limiting the foregoing, you are prohibited from using any of Santé’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Santé.
Santé values intellectual property and respects the intellectual property rights of others and will remove materials on its Site that infringe the copyrights of others. If you believe that your copyrighted material may have been infringed by material contained on this Site, then pursuant to Title 17, United States Code, § 512, you may notify Santé’s Designated Agent in writing as follows:
201 W 5th Street. Suite 1500 | Austin, TX 78701
As a condition of your use of the Site, you hereby agree to indemnify and hold Santé and its officers, directors, members, principals, investors, agents, and employees harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorney’s fees), as incurred, arising from your use of the Site or related services or from your violation of the Terms. You agree to indemnify, defend and hold harmless Santé, its parent, subsidiary and affiliated entities and each of their respective owners, officers, directors, employees and agents from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including but not limited to attorney’s fees) arising from or in connection with your use of the Site and/or any violation of these Terms. You agree that your representations and warranties and your obligation to indemnify Santé shall survive beyond any term that these are in effect.
You agree that no joint venture, partnership, employment or agency relationship exists between you and Santé as a result of these Terms or use of the Site.
Santé’s performance of these Terms is subject to existing laws and legal process, and nothing in these Terms is in derogation of Santé’s right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Santé with respect to such use.
By reviewing or using the information on the Site after accessing the Site, you represent and warrant that (a) you have the authority to enter into these Terms and create a binding contractual obligation, (b) you understand and intend these Terms to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Site in a manner consistent with applicable laws and regulations and in accordance with these Terms, as Santé may amend them online or otherwise from time to time. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
These Terms constitute the entire agreement between you and Santé with respect to the Site and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Santé with respect to the Site. No delay or failure on the part of either party in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy. No waiver whatsoever shall be valid unless in writing, signed by the party to be charged, and then only to the extent therein set forth.
You shall not assign or otherwise transfer these Terms, in whole or in part, or delegate or subcontract any of its rights or obligations hereunder, without Santé’s prior written consent. Any attempted transfer or delegation by you without Santé’s consent will be void. These Terms will bind and inure to the benefit of each party’s successors and permitted assigns.
Use of this Site and these Terms shall be governed by the laws of the State of Texas of the United States of America, without regard to its conflict of law provisions. If any portion of these Terms is deemed unenforceable, unlawful or void by a Court of competent jurisdiction, then that portion of the Terms will be deemed severable and will not affect the enforceability or validity of the remaining portions of these Terms.
Santé does not claim that materials in the Site are appropriate or available for use in locations other than those within the United States. If you choose to access the Site from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.
HOW TO CONTACT US
Should you have any questions or comments concerning our Site or these Terms, you can contact us at firstname.lastname@example.org or 201 W 5th Street. Suite 1500 | Austin, TX 78701.