Legal

 

Terms and Conditions of Use

 

This website and the password-protected web portal has specific Terms and Conditions of Use. The following information applies to your use of information made available to you through this website and web portal.  This website www.hvllc.com and the web portal and content contained thereon (collectively the “Site”) are owned and operated by Haddington Ventures, L.L.C. (“Haddington”).  The Site is made available to you subject to the terms and conditions of use contained herein (the “Terms”).  Haddington reserves the right to change these Terms and information posted in this Site at any time, at its sole discretion, without advance notice.

 

Acceptance of Terms

By visiting the Site, viewing, accessing or otherwise using any of the information contained on the Site, you agree to be bound by the Terms.  If you do not want to be bound by our Terms, your only option is not to visit or view the Site.  You understand, agree and acknowledge that these Terms constitute a legally binding agreement between you and Haddington and that your use of the Site shall indicate your conclusive acceptance of this agreement. Haddington reserves the right to modify these Terms from time to time at our sole discretion and without any notice.  Changes to the Terms become effective on the date they are posted and your continued use of the Site after any changes to Terms will signify your agreement to be bound by them.

 

Provision of Site Information

You agree and acknowledge that Haddington is entitled to modify, improve or discontinue any of its posted information at its sole discretion and without notice to you even if it may result in you being prevented from accessing any information contained on the Site.  Haddington may suspend or terminate your access to the Site at any time, without prior notice.

 

Proprietary Rights, License Grant, Confidentiality and Use Restrictions

You acknowledge and agree that the content of the Site is the exclusive property of Haddington and its licensors and the Site may contain proprietary and confidential information, including but not limited to trademarks, service marks and patents protected by United States and worldwide intellectual property laws and treaties. Subject to compliance with these Terms, Haddington grants to you a non-exclusive, non-transferable, limited license to view the information available on the Site and make a single copy of portions of its content for offline, personal, non-commercial use.  Except as expressly authorized by these Terms, you agree to keep all information available on the Site in the strictest confidence and you will not reproduce, transmit, sell, display, distribute, republish, broadcast, modify, download, link to, frame or commercially exploit any such information in any form by any means, including electronic, mechanical, photocopying, recording or otherwise, without the prior written approval of Haddington.  Any third-party patents, copyrights, trademarks, service marks and logos are the property of their respective owners. Any further rights not specifically granted herein are reserved.  You are solely responsible for identifying and complying with any laws, regulations or similar requirements applicable to use of the Site in your jurisdiction.

 

Web Portal and Security

You may access password-protected web portal on the Site only through login credentials issued directly to you by Haddington and its third party administrator, and any other access is prohibited and may be a criminal offense in some jurisdictions. You may not disclose or share your login credentials with any other person. You are solely responsible for all activities that occur in connection with your login credentials, and you must immediately notify Haddington if you become aware of any disclosure, loss, theft or unauthorized use of your login credentials.  All of the terms above regarding Proprietary Rights also apply to the password-protected web portal made available on the Site.  However, as an authorized user of the web portal and subject to additional access and disclosure restrictions provided separately by Haddington, you agree to limit any disclosure of information from the web portal to your officers, fiduciaries, employees, agents or consultants who have a business need to know such information, and who have been informed of the confidential nature of the information, and who are, either by the nature of their positions or duties or pursuant to written agreement, subject to substantially equivalent restrictions with respect to the use and disclosure of such information as are described herein.

 

Copyright Protection

The Site and all content contained thereon is protected by copyright as a collective work under United States copyright laws, and is owned or controlled by, or licensed to, Haddington or the party listed as the provider of the applicable content. UNAUTHORIZED COPYING, REPRODUCTION, DISTRIBUTION, MODIFICATION, PUBLICATION, DISPLAY, ADAPTATION, UPLOADING, CREATION OF DERIVATIVE WORKS, POSTING, OR TRANSMISSION OF ANY OF THE SITE IS PROHIBITED. You may download any content available for download on the Site only for lawful, personal, noncommercial and informational purposes, provided that such downloadable content is also subject to the terms of this section, and provided further that you maintain and abide by all copyright, trademark and other notices contained in such content, or if none, you abide by the following copyright and trademark notice with respect to such downloaded materials:

 

© 2013 Haddington Ventures, L.L.C. The Haddington logo and all associated trademarks and logos used herein are trademarks of Haddington Ventures, L.L.C. or its affiliates. Other company and product names used herein are properties of their respective owners. All rights reserved.

 

Trademarks

“Haddington” and other marks, product names and company names appearing on the Site are trademarks and service marks of Haddington and/or the respective owners of such other marks, product names or company names, as applicable, and in each case are protected by law.  All such trademarks and service marks may be used publicly only with permission from Haddington. Fair use of the trademarks and service marks requires proper acknowledgment in accordance with the above copyright and trademark notice.

 

Links to Third Party Sites

Links may appear on the Site that may be used to link to third party website(s) that are not owned or controlled by us (the “Linked Websites”).  Any Linked Websites are provided as a courtesy to you, and Haddington does not endorse or approve such sites, or the information, products or services accessible therein, and disclaims all warranties and liability in relation thereto.  Haddington reserves the right to add, change, decline or remove any link at any time. Haddington has no control over, and assumes no responsibility for (i) the materials, information, goods or services available or contained on the Linked Websites or (ii) any privacy or other practices of the Linked Websites. If you decide to access any of the Linked Websites, you expressly relieve Haddington of any and all liability arising from your use of the Linked Websites. Accordingly, Haddington encourages you to read the terms and conditions and privacy policies of the Linked Websites that you visit.

 

Appropriate Use

You may not use the Site to post or transmit information that could reasonably be considered obscene, defamatory, vulgar, fraudulent or misleading, or engage in similar conduct that in Haddington’s reasonable discretion is inappropriate. You may not attempt through manual or automated means to interfere with the operation of the Site or any person’s ability to access or use the Site.

 

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SITE AND RELATED CONTENT IS AT YOUR OWN RISK AND THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER HADDINGTON, ITS AFFILIATES OR THIRD PARTY SERVICE PROVIDERS, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY, INCLUDING HADDINGTON, THE “HADDINGTON PARTIES”), MAKES ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY OR NON-INFRINGEMENT, OR THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED ON OR THROUGH THE SITE.

 

Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE HADDINGTON PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO DATA, INTERRUPTION OR LOSS OF USE OF TECHNOLOGY, RIGHTS OR SERVICES, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SITE, OR THE BREACH OF ANY REPRESENTATION OR WARRANTY, WHETHER AS A BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES, WITHOUT LIMITATION, TO ANY INJURY OR DAMAGE OF ANY KIND, INCLUDING TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY, RESULTING FROM ANY MISTAKES, INTERRUPTION, OMISSION, DELETION OR OTHER DATA LOSS, DEFECT, DELAY IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, COMPUTER VIRUS, FILE CORRUPTION, NETWORK OR SYSTEM OUTAGE, COMMUNICATION-LINE FAILURE, BROWSING, DOWNLOAD OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. HADDINGTON SHALL NOT BE LIABLE FOR THIRD PARTY CLAIMS FOR DAMAGES AGAINST THE USER, OR FOR MALFUNCTION, DELAYS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS, OR OTHER CLAIMS, LOSSES OR DAMAGES OF ANY KIND, WHETHER OR NOT HADDINGTON HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH CLAIMS, LOSSES OR DAMAGES.  IN NO EVENT SHALL HADDINGTON’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR THE USE OF THE SITE.

 

Indemnification

As consideration for access to the Site, you agree to indemnify and hold the Haddington Parties harmless from and against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action including but not limited to actions by third parties against you or any of the Haddington Parties (i) arising from any alleged breach by you of these Terms of Use or any representations, warranties and/or covenants contained herein, (ii) out of or in connection with any decisions that you make based on the information or materials contained on the Site or (iii) otherwise arising from or relating to your use of the Site, or your violation of the Terms or other Site policies.

 

Electronic Communications

When you visit the Site or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email or through other electronic means. 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.

 

Contact Us

If you have any questions, comments or concerns regarding these Terms and/or the Site, please call us at 713-532-7992.

 

Haddington Ventures, L.L.C.

2603 Augusta Suite 900

Houston, Texas 77057

Phone: 713-532-7992

Fax: 713-532-9922

 

Governing Law

This agreement shall be governed by and construed in all respects by the substantive laws of the State of Texas and of the United States of America, without regard to principles of conflicts of laws. Any and all proceedings relating to the subject matter hereof shall be brought in the state or federal courts located in Harris County, Texas, and you hereby irrevocably consent to the exclusive jurisdiction of such courts.  The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.  Those who choose to access the Site from other jurisdictions do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Site from any territory where the content is illegal is prohibited. Haddington reserves the right to limit access to the Site to any person, geographic region or jurisdiction.  You acknowledge that any software which may be available or provided to you on this Site may contain technology that is subject to strict controls pursuant to export control laws and regulations of the United States and other countries and jurisdictions. You hereby agree that you will not transfer or export such software in violation of such applicable export laws and regulations. We do not authorize the downloading or exportation of any software, technical data or materials from this Site to any jurisdiction prohibited by such export controls laws and regulations.

 

Severability and Waiver

In the event that any provision of these Terms is held invalid by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving party.

 

Interpretation and Entire Agreement

These Terms, together with any privacy policy adopted by Haddington, form the complete and exclusive agreement between you and Haddington with respect to your use of the Site, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between you and Haddington relating to such matters. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not affect the interpretation of these Terms. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

 

No Agency

No agency, partnership, joint venture, or employment is created as a result of your use of the Site, and you do not have any authority of any kind to bind the Haddington Parties in any respect whatsoever.

 

Product-Related Disclaimers

The information presented on the Site has been provided for informational purposes only and under no circumstances should any of the information be considered an offer to sell or a solicitation of an offer to buy securities or any other instruments of any issuer. Offers can only be made where lawful under applicable law. Haddington makes no representations that the materials on the Site are appropriate for use in all locations, or that transactions, securities, products, instruments or services discussed on the Site are available or appropriate for sale or use in all jurisdictions or by all investors or counterparties.  You may not necessarily be able to deal directly with all entities that post materials on the Site. Opinions expressed on the Site are subject to change without notice.  This website is not intended to solicit investors anywhere in the world for any funds to be managed by Haddington or any of its affiliates, and should not be relied upon for such purpose. Nothing contained herein constitutes an offer to sell or a solicitation of an offer to purchase any investments or securities of any investment vehicles. Any such offer or solicitation shall be made only pursuant to a confidential offering memorandum relating to such vehicles, which will qualify in its entirety any information set forth herein. Materials and information posted on this website may only be used for the personal education of visitors to this website and they may not be placed in the public domain. You may not duplicate, copy, re-disseminate or re-distribute such materials to any other person or entity without our prior written consent.