Terms of Use
ClearSky Advisors LLC (“ClearSky”, “we”, “us”, or “our”) owns or licenses all right, title and interest in and to the website http://www.clear-sky.com/ and all of its sub-domains (the “Site”). We have established the following terms and conditions (the “Agreement”) with which you must comply when you access and view the Site. All references to “you” or “your” refer to you and any company, organization or other entity on behalf of which you access or view the Site.
By accessing or viewing the Site, you agree to the terms and conditions contained in this Agreement on your own behalf and on behalf of any company, organization, or other entity on behalf of which you act. You affirm you are eighteen years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement, and you hereby accept this Agreement without limitation or qualification. If you are accessing or viewing this Site on behalf of a company, organization, or other legal entity, you further represent that you have the authority to bind such company, organization, or entity to this Agreement. If you do not accept the terms and conditions of this Agreement, do not access or view the Site.
1 – MODIFICATIONS TO THIS AGREEMENT
From time to time, ClearSky may without advance notice: (a) supplement or make changes to this Agreement and other rules, access and use procedures, documentation, security procedures, and standards for equipment related to the Site, or (b) add, modify or remove any content from the Site. All changes to the Agreement will be posted on this page and are effective as of the date they are posted. Accordingly, you should periodically visit this page to review the terms of this Agreement. Your access and viewing of the Site after a modification to this Agreement constitutes your acceptance of the modification.
2 – OWNERSHIP
A) ClearSky and its licensors own all information, text, data, graphics, files, images, audio and visual clips, interactive features, programs, applications, software, scripts, and any other content that you may access and view on the Site, as well as the collection, design, production, selection, layout, function, arrangement and “look and feel” thereof (the “ClearSky Material”). We may incorporate third party software as part of the Site, and all such third party software is subject to additional terms provided by the third party licensor. The names, trademarks, logos, slogans and taglines appearing on the Site (the “Trademarks”) are owned by or licensed to ClearSky and, if licensed, are used with permission of the owner. Trademarks and ClearSky Material are protected by trademark, copyright and other intellectual property laws. You may not infringe upon Trademarks or ClearSky Material in any way.
B) The Site may contain proprietary information and materials licensed or provided to ClearSky by third parties (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, who expressly retains all right, title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. You may not infringe upon Third Party Content in any way.
C) You acknowledge and agree that all questions, comments, ideas, or other feedback provided by you to us (“Feedback”) are not confidential and that we may reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as we deem appropriate, for any and all commercial or non-commercial purposes, in our sole discretion. If you suggest any new features and/or functionality for the Site that we subsequently incorporate into the Site (or any other website, product or service of ours), you further acknowledge that (i) ClearSky shall own, and has all rights to use, such suggestions, and the Site (or any other website, product or service of ours) incorporating such new features and/or functionality shall be the sole and exclusive property of ClearSky and (ii) all such suggestions shall be free from any confidentiality restrictions.
3 – YOUR RIGHT TO ACCESS; NO RELIANCE
ClearSky hereby grants you a limited, non-exclusive, revocable, non-transferable right to access and view the Site in accordance with the terms of this Agreement. This right does not give you any ownership or intellectual property interest in the Site or any ClearSky Material or Trademarks. Other than as required to facilitate your permissible use, you may not reproduce, perform, publicly display, embed, create derivative works of, republish, upload, post, retransmit or redistribute in any way whatsoever any ClearSky Material. All rights not expressly granted to you under this Agreement are reserved by ClearSky.
The Site also provides you with access to an investor portal (the “Investor Portal”) hosted by SS&C Intralinks, Inc. (“SS&C”). Your use of the Investor Portal is subject to SS&C’s terms of use and privacy policy.
Any reliance you place on the Site, Investor Portal, ClearSky Material and Third Party Content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or by anyone who may be informed of or exposed to such materials. CLEARSKY DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE SITE.
4 – USER INFORMATION
You grant to ClearSky a non-exclusive license to copy, use and display any and all data, information or communications provided by you through or while accessing the Site (“User Information”), including any and all business plans and business proposals, to conduct ClearSky’s business and/or to facilitate interactions, dealings or transactions with you. You acknowledge that it is your sole responsibility, at your own expense, to ensure that any User Information does not violate rights of any third parties and complies with all applicable laws and regulations. ClearSky is under no obligation to review User Information for accuracy, potential liability or for any other reason.
Please refer to our Privacy Policy for information regarding how we collect, use and disclose information in connection with your use of the Site.
5 – ELECTRONIC COMMUNICATIONS
By visiting the Site or otherwise communicating with us, you consent to receive electronic communications from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
6 – PROHIBITED ACTS
The following is a non-exhaustive list of activities that are prohibited in connection with your access, viewing and use of the Site:
A) copying, decompiling, reverse engineering, disassembling, attempting to derive the source code, modifying, transcribing, storing, translating, selling, leasing, transferring, distributing or creating derivative works of the Site, Investor Portal, ClearSky Materials, Third Party Content and/or Trademarks;
B) web scraping, framing or utilizing framing techniques to enclose, or deep link to, any ClearSky Materials, Third Party Content, Trademarks, or other proprietary information of ClearSky or its licensors;
C) uploading or distributing files that contain viruses, corrupted files or other software or programs that may damage the operation of the Site or computer systems of ClearSky and the Site’s users;
D) interfering with, disrupting or creating an undue burden on the Site;
E) removing, altering or obscuring any Trademark or other proprietary notice or legend of ClearSky or its licensors contained in or on the Site, Investor Portal, ClearSky Materials and/or Third Party Content;
F) violating or attempting to violate the security of the Site or ClearSky’s computer systems or using the Site to violate the security of other websites by any method; and
G) using the Site, Investor Portal, ClearSky Materials, Third Party Content and/or Trademarks in a manner inconsistent with this Agreement or applicable laws and regulations.
ClearSky may take whatever remedial action it determines in its sole discretion is appropriate if you engage in any prohibited acts, including, but not limited to, immediate suspension or termination of your access to the Site. You agree that disputes arising from an alleged violation of this Agreement or any intellectual property rights may result in ClearSky suffering irreparable harm and that, in the event of such a dispute, ClearSky or its affiliates may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies.
7 – INTERNATIONAL VISITORS
We operate the Site and our business from the United States subject to applicable laws in the United States. Please note that other countries may have laws and regulatory requirements that differ from those in the United States, and if you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with all local laws.
8 – LINKING
The Site may contain links to independent third-party websites. We provide these websites solely for your convenience and do not control or endorse any of them. We are not and cannot be responsible for the content, security or privacy policies of such other websites.
9 – TERMINATION OF ACCESS; REMEDIES
A) You agree that we may, in our sole discretion and without prior notice, terminate your access to the Site, including as a result of (i) requests by law enforcement or other government agencies, (ii) discontinuance or material modification of the Site or any service offered on or through the Site, (iii) unexpected technical issues or problems, or (iv) as a result of any violation of this Agreement by you or a party acting on your behalf. We similarly reserve the right to do any of the following, at any time, without notice: (x) modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason, (y) modify or change the Site, or any portion of the Site, and any applicable policies or terms, and (z) interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction or other changes.
B) If we take any legal action against you due to your violation of this Agreement, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to the Site for any reason. You also agree that any violation by you of this Agreement will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.
10 – DISCLAIMER OF WARRANTIES
A) THE SITE, INVESTOR PORTAL AND CLEARSKY MATERIAL ARE PROVIDED “AS IS,” “AS AVAILABLE” AND WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND. CLEARSKY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE SITE, INVESTOR PORTAL, CLEARSKY MATERIAL, AND THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY OF INFORMATION AND FITNESS FOR A PARTICULAR PURPOSE.
B) CLEARSKY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE TRUTH, ACCURACY, COMPLETENESS, TIMELINESS, LEGALITY OR RELIABILITY OF ANY CLEARSKY MATERIAL. CLEARSKY RESERVES THE RIGHT TO CORRECT ANY ERRORS, INACCURACIES, STALENESS OR OMISSIONS WITH RESPECT TO THE SITE. HOWEVER, CLEARSKY UNDERTAKES NO OBLIGATION TO UPDATE THE SITE OR MAINTAIN THE SITE UP TO DATE EXCEPT AS REQUIRED BY LAW.
C) CLEARSKY DOES NOT WARRANT THAT: (I) THE QUALITY OF THE SITE OR CLEARSKY MATERIAL THAT YOU OBTAIN FROM CLEARSKY WILL SATISFY YOUR REQUIREMENTS OR MEET YOUR EXPECTATIONS, (II) THE SITE WILL OPERATE UNINTERRUPTED AND ERROR-FREE, OR (III) THE SITE WILL BE FREE OF VIRUSES, WORMS OR OTHER HARMFUL MATERIAL. YOU ASSUME THE RESPONSIBILITY TO TAKE ADEQUATE PRECAUTIONS AGAINST DAMAGES TO YOUR SYSTEMS OR OPERATIONS WHICH COULD BE CAUSED BY DEFECTS OR DEFICIENCIES IN THE SITE. YOU SHALL IMPLEMENT AND TAKE RESPONSIBILITY FOR BACKING UP ALL YOUR DATA.
D) CLEARSKY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF THE INTERNET, COMPUTER SYSTEMS, SERVERS OR THIRD PARTY SERVICE PROVIDERS, COMPUTER EQUIPMENT, MOBILE DEVICES, SOFTWARE OR FAILURE OF EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING INJURY OR DAMAGE TO ANY COMPUTER OR MOBILE DEVICE RELATED TO OR RESULTING FROM THE SITE.
E) IN THE EVENT OF ANY PROBLEM WITH THE SITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE ACCESSING AND VIEWING THE SITE.
11 – LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT YOU ARE ACCESSING AND VIEWING THE SITE, INVESTOR PORTAL, CLEARSKY MATERIAL AND THIRD PARTY CONTENT AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLEARSKY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE FOR ANY DAMAGES IN ANY WAY ARISING FROM OR RELATING TO YOUR RELIANCE UPON, OR YOUR USE OF OR INABILITY TO ACCESS OR VIEW THE SITE, INVESTOR PORTAL, CLEARSKY MATERIAL, OR THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLEARSKY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12 – INDEMNIFICATION
You agree to defend, indemnify and hold harmless ClearSky and its owners, officers, directors, employees, contractors, agents and advisors from and against any action, claim, demand, damages, liabilities, costs or expenses (including attorneys’ fees and court costs) arising out of: (a) your access, viewing or use of the Site and/or Investor Portal, (ii) any conduct by you that actually or allegedly violates the terms of this Agreement, or (iii) your actual or alleged failure to comply with any applicable laws and regulations.
13 – GENERAL PROVISIONS
A) Relationship Between the Parties. This Agreement shall not be construed as creating any agency, partnership, joint venture or other similar legal relationship between you and ClearSky; nor will either party hold itself out as an agent, partner or joint venture party of the other party.
B) Waiver. No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by all parties to be bound thereto.
C) GOVERNING LAW AND JURISDICTION; TIME LIMITATION; WAIVER OF JURY TRIAL. THIS AGREEMENT AND ALL CLAIMS ARISING OUT OF, RELATED TO, OR IN ANY WAY ASSOCIATED WITH IT SHALL BE CONSTRUED AND GOVERNED IN ALL RESPECTS ACCORDING TO THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES, MUST BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED IN PALM BEACH COUNTY, FLORIDA, AND YOU HEREBY WAIVE ANY APPLICABLE RIGHT TO A TRIAL BY JURY IN ANY SUCH PROCEEDING. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE TO ALL OF THE FOREGOING LIMITATIONS.
D) Assignment. ClearSky may, at any time, in its sole discretion, and without notice to you, assign some or all of its rights and obligations under this Agreement. You may not assign your rights or delegate your duties under this Agreement without the prior written consent of ClearSky.
E) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall be deleted and shall not affect any other provision of this Agreement.
F) Entire Agreement. This Agreement constitutes the entire agreement between you and ClearSky with respect to your use of the Site. Any purported modification or amendment shall be void unless such modification or amendment was authorized and published by ClearSky.
14 – CONTACT INFORMATION
If you have questions or concerns with respect to this Agreement, please contact ClearSky by e-mail at info@clear-sky.com.
