AGREEMENT TO TERMS OF USE


Please read the following terms and conditions (“Terms of Use”) before using the Criterion Capital Management, LLC (the “Firm”) website (the “Site”). Your access to and use of the Site is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and the Firm. 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 and using the Site, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Site immediately.


PERSONAL AND NON-COMMERCIAL USE LIMITATION


The Site is for your personal and non-commercial use. The Firm grants you a non-exclusive, non-transferable and limited personal license to access and use the Site, conditioned on your continued compliance with these Terms of Use. 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 the Firm’s prior written permission. You may print hardcopies of the information and download copies of the information solely for your own personal, non-commercial use and not for distribution to third parties, provided that all copyright, trademark and other proprietary notices are kept intact. You may not allow others to use your user name or password to access or use any part of the Site. If your password has been compromised for any reason, or if you have reason to believe that it has, you should contact the Firm or Northern Trust (the “Administrator”) immediately for a new password. If you provide your password to any third party, you will be solely responsible for any actions that such third party takes using your password. All information on the password-restricted areas of the Site is confidential and private and may not be disclosed or distributed by you to any other person for any purpose and is made available solely for your personal use in connection with your investment activities. 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 the Firm. You may not take any action that imposes, or may impose, in the Firm’s sole discretion, an unreasonable or disproportionately large load on the Firm’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 the Firm may use to prevent or restrict access to the Site. The Firm reserves any rights not expressly granted herein. At any time and for any reason the Firm may revoke your right to use all or any portion of the Site. You may not violate or attempt to violate the security of the Site.


NO SECURITIES OFFERING OR INVESTMENT ADVICE


The funds that the Firm advises are not offered through the Site. Any such fund may offer its securities only after you have received that fund’s Confidential Offering Circular or Private Offering Memorandum and have had the opportunity to discuss with the Firm all matters concerning any prospective investment that you desire. The Site does not provide all information material to an investor’s decision to invest in any such fund, including, but not limited to, risk factors. For more information, please refer to the applicable fund’s Confidential Offering Circular or Private Offering Memorandum and read it carefully before you invest.


The information on the Site is intended to enable investors to understand the nature of the Firm’s financial advisory services. It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. Such information should not be construed as any endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving any information on the Site. The Firm urges you to make sure you understand these risks before relying on, using or retrieving any such information. You should seek the advice of professionals, as appropriate, to evaluate such information and any opinion, advice, product or service.


The Firm’s services are designed to integrate with the services provided by its clients’ other financial, legal and tax advisers, not to replace their services. The Firm advises its clients from time to time on non-investment related matters, but clients must rely on their other professional advisers for final approval and/or implementation of non-investment matters.


You acknowledge that any requests for information that you make to the Firm are unsolicited and any information provided in response to such a request is not the Firm’s investment advice to you or the formation of an investment advisory relationship, or any other client relationship between you and the Firm. The Firm strongly recommends that you seek outside advice from a qualified securities professional. The Firm does not guarantee the suitability or potential value of any particular investment or information source. The Firm, its employees, managers, members, affiliates or clients may invest or otherwise hold an interest in companies or securities that may be discussed on the Site. You agree the Firm is not liable for any action you take or decision you make in reliance on any of the Site's contents.


RECIPIENTS IN THE EUROPEAN ECONOMIC AREA


The funds or other investment products referenced on this Site are not offered under the private placement regime of any member state of the European Economic Area (“EEA”) for the purposes of the Alternative Investment Fund Manager Directive 2011/61/EU (the “AIFMD”). If you are accessing this Site from any EEA member state or accessing this Site on behalf of , or in connection with the services you provide for the account of, one or more persons resident or with a registered office in an EEA member state (“EEA Parties”) (e.g. acting as an adviser, allocator, marketer or another intermediary that solicits investors, recommends, offers or distributes fund products to EEA Parties (“Gatekeeper”), you represent and warrant that: (1) you have accessed this Site for the purposes of receiving information about potential investment in one or more Criterion funds on your own initiative and not as a result of prior marketing or solicitation by Criterion; (2) you are a professional investor, as defined for the purposes of AIFMD; and (3) if you are a Gatekeeper to EEA Parties, you will not distribution any information you obtain on the Site to any EEA Party or another Gatekeeper to EEA Parties in a manner that may cause Criterion or its funds to violate the AIFMD. Any personal data which we may receive directly from you or third parties will be processed in the United States or other non-EEA jurisdictions and may not receive equivalent legal protections to those afforded under the General Data Protection Regulation. Please refer to our Privacy Notice for further information.


PAST PERFORMANCE IS NOT COMPARABLE


THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY, OR INVESTMENT STYLE IS NOT INDICATIVE OF NOR A GUARANTEE OF FUTURE PERFORMANCE.


The performance data presented in the Site reflect the reinvestment of dividends and other earnings, and net figures reflect the deduction of expenses, management fees and incentive fees and allocations. The performance results have not been compiled, reviewed or audited by an independent accountant. Results for the current year are based on the internal books and records of each fund and are subject to adjustment when that fund’s financial statements for the current year are audited. Dated information speaks only as of the date indicated. The Firm makes reasonable efforts to provide accurate information, but at times may not promptly update or correct the Site even if the Firm is aware it is inaccurate, outdated, or otherwise inappropriate. The Firm may change all or any portion of the Site at any time without notice to you. The Firm does not endorse the opinions of, or warrant the accuracy of facts or other information contributed by, any third party. The Firm believes that the performance shown in the Site was generated with an investment philosophy and methodology with respect to each fund, similar to that described in that fund’s Confidential Offering Circular or Private Offering Memorandum and that the Firm would expect to use in the future for that fund. Future investments, however, will be made under different economic conditions and in different securities and may be made using different investment strategies than were used during the times discussed herein. Furthermore, the performance discussed herein reflects investment of limited funds for a limited period of time and does not reflect performance in different economic or market cycles. You should not assume that any fund that the Firm advises will experience returns, if any, comparable to those described herein.


The Firm believes that the comparison of each fund’s performance to one or more market indices is inappropriate. These indices are provided for comparative purposes, but only as examples of general market performance. Unlike these indices, each fund’s portfolio may contain options (including covered and uncovered puts and calls) and other derivative securities, fixed income investments, restricted securities, short sales of securities, margin trading and securities of smaller capitalization companies than those reflected in these indices, and is not as diversified as these indices. Due to the differences between each fund’s investment strategy and these indices, the Firm cautions potential investors that no such index is directly comparable to any fund’s investment strategy.


TRUTHFUL INFORMATION


As a condition to your use of the Site, you represent and warrant to, and agree with the Firm that, all of the information that you provide is truthful, accurate and complete.


DISCLAIMERS AND LIMITATION OF LIABILITY


THE FIRM DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM. THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES. THE FIRM DOES NOT GUARANTEE THE RESULTS OBTAINED FROM THEIR USE OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES. THE SITE MAY BE UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.


THE FIRM AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE FIRM AND/OR ITS RESPECTIVE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS REGARDING THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.


YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM DOWNLOADING ANY CONTENT FROM THE SITE. THE FIRM AND/OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THE SITE OR WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE FIRM OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


THE FIRM AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.


THE FIRM'S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL THE FIRM OR ANY OF OUR AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THESE TERMS OF USE, THE SITE, OR THE INABILITY TO USE THE SITE.THE FIRM'S LIABILITY IS LIMITED EVEN IF THE FIRM HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF THE FIRM, ITS AGENTS, AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE IS $100. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.


The Firm is not liable for any technological problems and any impact they may have. All or any portion of the Site may not be available and may not function properly at any time. The Firm makes reasonable efforts to avoid technological problems, but at any time, the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. The Firm takes reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but the Firm disclaims liability for any interception of data or communications. The Firm makes reasonable efforts to ensure that the Site is secure, but the Firm does not guarantee the security of the Site.  The Firm is not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site. The Firm is not liable for any defects, delays, or errors in or resulting from your use of the Site.


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 the Firm or the Administrator and are protected by U.S. and international copyright laws, 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 the Firm or the Administrator, including all registered and unregistered trademarks and service marks of the Firm and the Administrator. 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. Your use of any Content, whether owned by the Firm, the Administrator or any third party, without the Firm’s express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of the Firm’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the Firm’s prior written permission.


You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site. You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in these Terms of Use.


PRIVACY


If the Firm collects any information from users of the Site, the collection and use of such information is governed by the Website Privacy Policy www.criterionmgt.com/privacy-policy of the Firm, which you should read before providing any information to the Firm. If the Firm provides you with a password, you must keep your password and certain information confidential. You are solely responsible for maintaining the confidentiality and security of your password.  You accept full responsibility for any use of your password. You must notify the Firm immediately of any actual or suspected loss, theft, or unauthorized use of your password. You may not disclose any information that is contained within the password protected portion of the Site to any third party, except to your financial, legal, or tax advisors, and others with whom you share investment decisions.


NO UNLAWFUL OR PROHIBITED USE


As a condition to your use of the Site, you represent and warrant to, and agree with, the Firm that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use.


REFERENCES TO PUBLICATIONS AND OTHER COMPANIES


References to any publication or any other company in the Site are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, sponsor, recommend or approve of the services, analysis or recommendations of the Firm or that the Firm endorses, recommends or approves the services or products of such companies. News stories reflect only the author’s opinion and not necessarily that of the Firm.


LINKS TO THIRD PARTY WEBSITES


The Site may contain hyperlinks to websites operated by parties other than the Firm, which may not have been screened or reviewed by the Firm and which may contain inaccurate, inappropriate or offensive material, products or services. The Firm does not control such websites, and the Firm assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. The Firm’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any sponsorship, or affiliation or association with, their operators.


MODIFICATION AND MONITORING OF WEBSITE


The Firm reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time without notice to you. The Firm recommends that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page of the Site. If you use the Site after the Firm posts changes to these Terms of Use, you accept the changed Terms of Use.


The Firm expressly reserves the right to monitor any and all use of the Site.


TERMINATION AND CANCELLATION


The Firm reserves the right to terminate the Site and to terminate your access to the Site, without notice at any time and for any reason and may investigate any complaint or reported violation of these Terms of Use. The Firm may report any activity it suspects may violate any law or regulation to regulators, law enforcement officials, or other persons or entities as deemed appropriate.


INDEMNITY


You agree, at your own expense, to indemnify, defend and hold harmless the Firm, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Site or any product or service related thereto, your violation of any applicable law, statute, ordinance, regulation, any third party's rights, claims asserted by third parties that, if proven, would place you in breach of representations, warranties, covenants, or other provisions contained in these Terms of Use, or any of your other acts or omissions.


JURISDICTIONAL ISSUES, ARBITRATION, CLASS ACTIONS AND APPLICABLE LAW


Unless otherwise specified, the Firm controls and operates the Site from its offices within the State of California, United States of America.


  • The Firm does not claim that materials in the Site are appropriate or available for use in locations other than California. 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.
  • Software from the Site is further subject to United States export controls. Software from the Site may not be downloaded or otherwise exported or re-exported outside the United States. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

These Terms of Use are governed by California law, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City and County of San Francisco, California, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Site or any product or service related thereto. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.


YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND THE FIRM AND/OR ANY OF OUR RESPECTIVE CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, AND EMPLOYEES.


With respect to the resolution of any such controversy, you further acknowledge that:


  1. Arbitration is final and binding on the parties.
  2. The parties are waiving their right to seek remedies in court, including the right to jury trial.
  3. Pre-arbitration discovery is generally more limited than and different from court proceedings.
  4. The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited.
  5. Any arbitration under these Terms of Use shall be conducted in San Francisco and administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules.  Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.  Claims shall be heard by a panel of three arbitrators.  Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate.

No person shall bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated a putative class action in court or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:


  1. The class certification is denied; or
  2. The class is decertified; or
  3. The customer is excluded from the class by the court.  Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under these Terms of Use except to the extent stated herein.

GENERAL


You agree that no joint venture, partnership, employment or agency relationship exists between you and the Firm as a result of these Terms of Use or use of the Site.


The Firm’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of the Firm’s right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by the Firm regarding such use.


If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.


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 of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use 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 in accordance with these Terms of Use, as the same may be amended by the Firm online or otherwise from time to time. A printed version of these Terms of Use and any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use 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 of Use constitute the entire agreement between you and the Firm with respect to the Site and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Firm regarding the Site.


You agree to be bound by any agreement or consent that you transmit to or through the Site via any media or electronic device, including internet, telephone and wireless devices. You agree that when you click on any “I Agree” or “I Consent” or other similarly worded “button” or entry field with your mouse, keystroke or other device, your agreement shall be legally binding and enforceable and a legal equivalent of your handwritten signature.