Taconic Capital Advisors LP Website Terms of Use

Last updated on September 23, 2014.
THESE TERMS OF USE CONTAIN LIMITATIONS ON LIABILITY, WAIVER OF CLASS ACTIONS, AND BINDING ARBITRATION required to settle unresolved disputes; see Sections 17 – 20 for additional details.
1. Acceptance of Terms
This website located at www.taconiccap.com (the “Website”) is owned and operated by Taconic Capital Advisors LP. For purposes of these Terms of Use, “we,” “our” and “us” mean Taconic Capital Advisors LP. The terms “you” and “your” mean the user of the Website. These Terms of Use are in addition to any other agreements between you and us, and any other agreements that govern your use of information, content, tools, and services available on and through the Website. The Website contains text, pictures, graphics, logos, images, works of authorship, computer code, look and feel, trade dress, and other content, as well as available features or services discussed, referenced, provided or offered through or on the Website (collectively with all information and material about us and our services, “Content”).
PLEASE NOTE: Your access to and use of the Website is subject to these Taconic Website Terms of Use (“Terms of Use”), as well as all applicable laws and regulations. Only persons over the age of majority in the jurisdiction he or she is accessing the Website and who can form a legally binding agreement under applicable law are permitted to access the Website. Please read these Terms of Use carefully. If you do not accept and agree to be bound by any of these Terms of Use, you are not authorized to access or otherwise use the Website or any information or Content contained on the Website. Your access to and use of the Website constitutes your acceptance of and agreement to abide by these Terms of Use. These Terms of Use may be changed, modified, supplemented or updated by us from time to time without advance notice by posting here and you will be bound by any such changed, modified, supplemented or updated Terms of Use if you continue to use the Website after such changes are posted. Unless otherwise indicated, any new Content added to the Website will also be subject to these Terms of Use effective upon the date of any such addition. You are encouraged to review the Website and these Terms of Use periodically for updates and changes. Please contact us as indicated in the “Contacting Us” section below if you have any questions or would like additional information regarding these Terms of Use.
2. No investment advice or recommendations
None of the information provided through the Website constitutes investment advice, and the views expressed should not be taken as advice to buy or sell any security. Decisions based on information contained or provided through the Website are your sole responsibility and at your own risk.

Nothing on or in the Website shall be considered a solicitation or offer to buy or sell any security or to offer or provide any investment, tax, financial or legal advice or service to any person in any jurisdiction. Any educational materials or summaries provided through the Website are intended to be general in nature. While intended to be helpful, these educational materials are no substitute for professional tax, financial or legal advice. Investors should seek such professional, financial or legal advice for their particular situation.

All investments involve risk and unless we provide individualized recommendations to you, you are responsible for determining the suitability of any investment strategy, transaction or security and the risk associated with your investments. We are not providing legal, tax or estate planning advice.
3. Limited License and Website Access; All Rights Reserved
We hereby grant you a limited, non-exclusive and revocable license to access and make personal use of the Website, but not to download (other than page caching) or modify the Website, or any portion of it, except with our express prior written consent. This license does not include any resale or commercial use of the Website or the Content; any collection and use of any pages; any derivative use of the Website or the Content; or any use of data mining, robots, or similar data gathering and extraction tools. Neither the Website nor any portion of the Website may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express prior written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) without our express prior written consent. You may not use any meta-tags or any other “hidden text” utilizing our or any third party’s name(s) or service marks without the express prior written consent of their respective owners. We (or the respective third-party owners of Content) retain all right, title and interest in the Website and any Content, features and services offered on the Website, including any and all intellectual property rights. We (or the respective third-party owners of Content) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by us hereby.
4. Copyright
Except as otherwise expressly stated, all Content appearing on the Website is our copyrighted work and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Content is also our exclusive property and is protected by U.S. and international copyright laws.
You may download information from the Website and print out a hard copy for your personal use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from the Website, in whole or in part, including any text, images, audio, and video in any manner, without our prior written authorization and any applicable third-party suppliers. The use of Content by you, or anyone else authorized by you, is prohibited unless specifically permitted by us. Any unauthorized use of Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and other applicable regulations and statutes. We do not warrant or represent that your use of Content or any other materials displayed on the Website will not infringe rights of third parties. If you believe that any Content on the Website violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify Elizabeth Keeley, General Counsel immediately at ekeeley@taconiccap.com with all specifics necessary for us to consider and respond to your complaint. You may be asked to provide additional information and follow additional procedures for us to act on your complaint.
5. Trademarks and Service Marks
Certain trademarks are the service marks and trademarks of ours or one of our affiliates. The domain name for the Website, all page headers, custom graphics, and button icons are our service marks, trademarks, logos, and/or trade dress. All other trademarks, service marks, trade dress, names of Services, company names or logos, whether registered or not, on the Website are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from the Website without the prior written authorization of their owners.
6. Information Submitted via the Website
With the exception of any personal information you submit (which shall be maintained in accordance with our Privacy Policy), any information you transmit to us via the Website, whether by direct entry, submission, e-mail or otherwise, including data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary and will become our property. Such information may be used for any purpose, including, without limitation, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting. We shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to us via the Website or by any other means for any purpose whatsoever.
7. Connection Requirements
You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use the Website, and we reserve the right to change the access configuration of the Website at any time without prior notice.
8. Prohibited Use
Any use or attempted use of the Website (i) for any unlawful, unauthorized, fraudulent or malicious purpose, or (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (iii) that could interfere with any other party’s use and enjoyment of the Website, or (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (v) to access systems, data or information not intended by us to be made accessible to a user, or (vi) to obtain or attempt to obtain any materials or information through any means not intentionally made available by us, or (vii) for any use other than the business purpose for which it was intended, is prohibited.
In addition, in connection with your use of the Website, you agree you will not:

(a) Upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;

(b) Create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any representative of us, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(c) Upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);

(d) Upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

(e) Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;

(f) Use the Website’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);

(g) Upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise;

(h) Violate any applicable local, state, national or international law;

(i) Upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;

(j) Delete or revise any material posted by any other person or entity unless such material is incorrect and you are permitted to delete or revise it;

(k) Manipulate or otherwise display the Website by using framing, creating deep-links to the Website by by-passing the Website’s home page, mirroring or similar navigational technology or directly link to any portion of the Website other than the main homepage, in accordance with the Limited License and Website Access outlined above;

(l) Probe, scan, test the vulnerability of or breach the authentication measures of, the Website or any related networks or systems;

(m) Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services if you are not expressly authorized by such party to do so;

(n) Harvest or otherwise collect information about others, including e-mail addresses;

(o) Use any robot, spider, scraper, or other automated or manual means to access the Website, or copy any content or information on the Website;

(p) Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Website; or

(q) Otherwise use the Website or any materials contained on the Website in violation of applicable law, rule or regulation.

 

We reserve the right to take whatever lawful actions we may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the user’s access and/or account. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, we reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.
9. Password Accounts, Passwords, and Security
You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to (a) immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware, and (b) exit completely from your account at the end of each online session. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to someone else using your account or password. You may not use anyone else’s account at any time.
10. Right to Monitor
We reserve the right to monitor use of the Website at any time, without notice to any user, as we deem appropriate and to remove any materials that, in our sole discretion, may be illegal, may subject us to liability, may violate these Terms of Use, or are, in our sole discretion, inconsistent with the purpose for the Website.
11. Advertising
We may allow certain types of advertising through and on our Website in the future, including our own advertisements for our services, and those of third parties and Content partners to advertise and offer services applicable to our users.
12. No Editorial Control of Third Party Content; No Statement as to Accuracy
To the extent that any of the Content included in the Website is provided by users or third party content providers, we have no editorial control or responsibility over such Content. Therefore, any opinions, statements, services or other information expressed or made available by third party suppliers on the Website are those of such users or third party suppliers. We do not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any user or third party, or represent or warrant that your use of the Content displayed on the Website or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with us.
13. Links to Third Party Websites
The Website may contain hyperlinks to other sites owned and operated by parties other than us. Such hyperlinks are provided for ready reference, ease of use, commerce and other such uses as desired by our users. We do not control such websites and cannot be held responsible for their content or accuracy and do not endorse these sites unless we specifically so state. In the event the Website provides hyperlinks to other websites that are not owned, operated or maintained by us, you acknowledge and agree that we are not responsible for and are not liable for the content, products, services or other materials on or available from such websites. We accept no liability for any information, products, advertisements, content, services or software accessible through these third party websites or for any action you may take as a result of linking to any such website. Any such websites are likely to set forth specific Terms of Use and privacy policies that you should review. We are under no obligation to maintain any link on the Website and may remove a link at any time in our sole discretion for any reason whatsoever. We shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website. We are not responsible for the privacy practices of any other websites.
14. Applicability of Other Terms
In addition to this Agreement, additional or different terms and conditions (collectively “Other Terms”), may apply in connection with certain types of available features or Content. You should carefully review all Other Terms, as applicable, before accessing and using such available features and Content. These Other Terms are incorporated into and made a part of this Agreement by reference. In the event this Agreement directly conflicts with the Other Terms, the Other Terms shall control with respect to the specifically conflicting subject matter.
15. Reservation of Rights
We reserve the right in our sole discretion and at any time (i) to deny any download requests for the Website, (ii) to limit access to the Website, (iii) to remove any animated work or any other Content from the Website, (iv) to modify, interrupt, limit, suspend or discontinue, temporarily or permanently, the Website or any subscription to the Website, in whole or in part, including, but not limited to, as we deem necessary for purposes of maintenance, upgrades and the like, to maintain the Website or to comply with applicable law. We shall not be liable to you or to any third party for any such modifications, suspensions or discontinuances of the Website.
16. Website Privacy Policy
For information on how we use and protect the personal information you may provide in and to the Website, please read our privacy policy located on the Website. You may not use the Website to collect or harvest personal information about other persons or otherwise use the Website in a manner that is inconsistent with their privacy or personal data protection rights.
We gather personal information when you invest in one of our funds. We also collect general tracking information through our Website, such as which pages are viewed at which times, automatically through our web server software. The tracking information is used to give us a summary view of how our Website is used. We may conduct surveys regarding our services, including the operation of our Website. The information you provide is used only on an aggregated basis and is analyzed only to improve our services and for company management and planning purposes. You will not receive communications as a result of your participation in one of our surveys if you notify us not to contact you.
17. Disclaimer
Content and other information contained on the Website has been prepared by us as a convenience to our users and is not intended to constitute advice or recommendations upon which a user may rely. We have used reasonable efforts in collecting, preparing and providing quality information and material, but make no warranty or guarantee about the accuracy, completeness, or adequacy of the Content or other information contained in or linked to the Website or any other Website maintained by us. Users relying on Content or other information from the Website do so at their own risk.
YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. ALL CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY. WE MAKE NO WARRANTY THAT THE CONTENT IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.
18. Limitation of Liability
EXCEPT AS OTHERWISE SPECIFICALLY DESCRIBED IN THE WRITTEN TERMS (INCLUDING THE OTHER TERMS) GOVERNING THE USE OR SALE OF (OR SALE OF ACCESS TO) SERVICES, YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE WEBSITE, SERVICES OR CONTENT; THE COST OF OBTAINING SUBSTITUTE ACCESS TO SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, ACCESS TO SERVICES; OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE WEBSITE, AND SERVICES, OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE US DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
19. Indemnification
You agree to defend, indemnify and hold us, our affiliates and/or partners, and their officers, directors, partners, shareholders, agents, licensees and employees harmless from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees that may, at any time, arise out of or relate to your authorized, unauthorized, lawful or unlawful use of the Website or Content, your breach of the Terms of Use as stated herein or as modified from time to time in our sole discretion, your inability to access the Website, the use of any linked Websites, your reliance on any errors or omissions in the Website, or the propagation and/or contraction of any computer virus in connection with your use of the Website and/or the Content.
20. Arbitration Agreement and Disclosures
Any disagreement or dispute that may arise concerning this Agreement shall be submitted to the American Arbitration Association (“AAA”) for resolution in a confidential private arbitration in accordance with the rules then in effect of the American Arbitration Association. Any such arbitration proceeding shall take place in New York, New York before a single arbitrator (rather than a panel of arbitrators). The arbitrator shall have no authority to award any punitive or exemplary damages and the disputing parties waive, to the fullest extent permitted by law, any right to recover such damages in such arbitration. The disputing parties shall each bear their respective costs (including attorney’s fees, and there shall be no award of attorney’s fees) and each of the disputing parties shall split the fee of the arbitrator. Judgment upon the final award rendered by such arbitrator, after giving effect to the AAA internal appeal process, may be entered in any court having jurisdiction thereof. The disputing parties shall maintain absolute confidentiality with respect to any dispute. The United States Federal or State Courts located in the City of New York shall have exclusive jurisdiction over any action to enforce an arbitration award and/or obtain injunctive or other equitable relief.
21. General

21.1 Notices
Any notices to you from us regarding the Website or these Terms of Use will be posted on the Website or made by e-mail or regular mail.

21.2 Electronic Communications
When you visit the Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically with respect to the Website and with respect to any matter contained in any such e-mail. We will communicate with you by e-mail or by posting notices on the Website. You agree that any notices provided by us electronically with respect to the Website are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Use.

21.3 Entire Agreement
These Terms of Use, any Other Terms and any other policies we may post on the Website constitute the entire agreement between us and you in connection with your use of the Website and the Content and supersedes any prior agreements between us and you regarding use of the Website, including prior versions of these Terms of Use.

21.4 Governing Law
The terms and conditions of these Terms of Use and the use of the Website are governed by the laws and regulations of the United States of America and the laws and regulations of the State of Delaware, without regard to conflicts of law. Disputes regarding the terms and conditions of these Terms of Use or the conduct of parties to these Terms of Use will be settled according to the rules of arbitration set forth in these Terms of Use.

21.5 Severability, Waiver and Effectiveness
If any provision of these Terms of Use is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of these Terms of Use. Except as specifically permitted in these Terms of Use, no provision of the Terms of Use can be, nor will it be deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized officer of Taconic Capital Advisors LP.

21.6 Applicability of the Uniform Commercial Code
You agree that this contract is not a contract for the sale of goods; therefore, these Terms of Use shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act (UCITA), or any references to the United National Convention on Contracts for the International Sale of Goods.

21.7 No Agency Relationship
Neither these Terms of Use nor any Content, materials or features of the Website create any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.

21.8 Remedies
You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

 

21.9 Contacting Us
If you have any questions or concerns about these Terms of Use, please contact us at Compliance@taconiccap.com or at the mailing address provided below. We will attempt to respond to your questions or concerns promptly after we receive them.

 

Taconic Capital Advisors LP
450 Park Avenue, 9th Floor
New York, New York 10022
Attn: Compliance

 

Or by phone at
(212) 209-3100

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