Terms of service.
By accessing this website and any materials presented herein (the “Website”), you accept the following terms and conditions (as may be modified or otherwise changed, these “Terms and Conditions”). If you do not agree to these Terms and Conditions, you may not access or use the Website. Raith Capital Partners, LLC and its affiliates (“Raith”, “us”, “we” or “our”) reserve the right, at our discretion, to modify and otherwise change these Terms and Conditions, without notice, at any time. Any such modifications or other changes of provisions, shall be effective upon posting to the Website. You acknowledge and agree that Raith may temporarily or permanently restrict, suspend or terminate these Terms and Conditions and/or your access to, and use of, all or any part of the Website or its contents in Raith’s sole and absolute discretion and without prior notice or liability. We reserve the right to deny, revoke or suspend the right of any person to access or use this Website at any time.
1. No Offers or Reliance.
The materials on the Website are intended to provide general information about Raith and should not be construed as investment, financial, legal, regulatory, accounting, tax or other advice. Moreover, Raith is not undertaking to provide investment advice, act as an adviser to any plan or entity subject to the Employee Retirement Income Security Act of 1974, as amended, individual retirement account or individual retirement annuity, or to give advice in a fiduciary capacity with respect to the information presented herein. Neither the Website nor the information or any opinion contained on the Website constitutes a solicitation or offer by Raith or any fund or other entity managed directly or indirectly by Raith to buy or sell any securities, financial instruments, investments or services of Raith or any other issuer, person, or entity. Offers can only be made where lawful under, and in compliance with, applicable law. No information provided on this Website shall be deemed a recommendation to buy or sell any securities. The information provided on the Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be restricted or prohibited by law or regulation. Those who access this Website do so of their own initiative and are responsible for compliance with applicable local laws and regulations.
2. Past Performance is Not Indicative of Future Results.
Past performance is not indicative of future results. No representation or warranty of any kind is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant or total losses will be avoided. Any investments listed on this Website are included as representative transactions and are not necessarily reflective of overall or future performance. It should not be assumed that recommendations made in the future will be similar or will achieve the level of performance of the investments on the Website.
3. Disclosures and Forward-Looking Statements.
The information contained on the Website may contain “forward-looking statements” within the meaning of the US securities laws and reflect the current view of Raith with respect to, among other things, future events and financial performance. Forward-looking statements can be identified by terminology such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “seek,” “approximately,” “predict,” “intend,” “plan,” “estimate,” “anticipate,” “opportunity,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve,” “see,” “think,” “position” or the negative version of those words or other comparable words.
ALL forward-looking statements contained on the Website are based on historical information and/or Raith’s current plans, estimates and expectations. The inclusion of this or other forward-looking information should not be regarded as a representation by Raith or any other person that the future plans, estimates or expectations contemplated by Raith will be achieved. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historic performance. We caution that forward-looking statements are subject to numerous assumptions, estimates, risks and uncertainties, including, but not limited to: global economic, business, market and geopolitical conditions; any downgrade or perceived downgrade in the credit ratings of the U.S. government; U.S. and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight and taxation; the conditions impacting the real estate industry; Raith’s ability to successfully compete for fund investors, professional talent and investment opportunities; Raith’s successful formulation and execution of its business and growth strategies; Raith’s ability to appropriately manage conflicts of interest, and tax and other regulatory factors relevant to Raith’s business; as well as assumptions relating to Raith’s operations, investment performance, financial results, financial condition, business prospects, growth strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if Raith’s assumptions or estimates prove to be incorrect, Raith’s actual results may vary materially from those indicated in these statements. Raith does not undertake to update any forward-looking statement, whether as a result of new information, future developments or otherwise.
4. Intellectual Property Rights; Licenses.
All rights in, to and under the Website (including, for the avoidance of doubt, all of its contents) are owned by Raith or its licensors, which hereby expressly reserve all right, title and interest therein. Except for the express limited right granted under these Terms and Conditions, we and our licensors reserve all rights to the Website (including, for the avoidance of doubt, all of its contents). Subject to your compliance with and acceptance of these Terms and Conditions, Raith grants you a limited, revocable, nonexclusive, non-sub-licensable and nontransferable license to access and use information contained on the Website solely for your own internal informational purposes only; provided, that, in no event are you being granted any license or other right, title or interest in or to the trademark “RAITH” or any of our other trademarks, service marks, logos or trade dress. You hereby grant to Raith a perpetual, nonexclusive, irrevocable, royalty-free, fully paid up, fully assignable, fully sub-licensable right and license to use, adapt, create derivative works from or exercise any rights under, in each case without restriction, any information, image, text, data or other material that you transmit to the Website, subject to the Privacy Policy set forth below.
5. Password-Protected Areas.
Portions of the Website may in the future be password-protected and accessed only by users who have been issued passwords by an authorized representative of Raith. If and when this becomes the case, you agree to use only your authorized user name and password to access any password-protected portion of the Website, and access such portions solely in accordance with these Terms and Conditions. No one may obtain or attempt to obtain unauthorized access to such password-protected parts of the Website through any means not intentionally and specifically made available by Raith for their specific use. Any unauthorized access and attempts to access any portion of the Website, including any password-protected portions of the Website, will be subject to criminal and civil prosecution.
6. Privacy Policy.
When you use public portions (i.e., non-password protected) of the Website, we (or our service providers on our behalf) collect the following information: the number of visitors to the Website, geolocation information regarding the visitors, keywords used by visitors, browser type and IP addresses. We currently do not collect any personally identifiable information from our Website visitors.
Privacy Protection
For our current investors, we consider privacy to be fundamental to our relationship. We are committed to maintaining the confidentiality, integrity and security of our current and former investors’ non-public information. While we do not currently collect such information through this Website, we may in the future, depending on whether we set up a password-protected portal and if our investors choose to interact with Raith through such portal. As a future reference, we have developed internal policies to protect the confidentiality of our individual investors while allowing investors’ needs to be met. These policies are outlined below.
We respect our investors’ right to privacy. We also know, however, that they expect us to conduct our investment program in an accurate and efficient manner. To do so, we must collect and maintain certain non-public information about investors. We collect this information from sources such as subscription agreements and related forms and transactions that investors have conducted with us, our affiliates, or third parties.
Categories of Information We Collect and May Disclose
We use the personal information collected about investors to provide them with better service or to comply with laws and regulations. We may collect non-public personal information about investors from the following sources:
• Investor questionnaires, subscription agreements, investment management agreement, limited partnership or limited liability company agreements or other forms (for example, name, address, social security number, assets and income);
• Ownership records of the fund in which the investor has subscribed (such as percentage ownership and capital commitment); and
• Other interactions with Raith or its affiliates (such as discussions or other contacts with our staff, via telephone, written correspondence, and electronic media).
We may disclose non-public personal information we collect about investors to our affiliates (including those who are involved in the operation, administration or management of, or the sale of interests in the funds in which Investors have invested) and nonaffiliated service providers, as permitted by law and regulations. For example, we may share non-public personal information about our Investors in the following situations:
• In connection with the administration and operations of the funds in which they have invested, including disclosure to attorneys, accountants, auditors, administrators, or companies that assist us with mailing statements or processing your transactions, or other professionals;
• To respond to a subpoena or court order, judicial process or regulatory inquiry; and
• At the investor’s direction or with their consent, including upon their authorization to disclose such information to persons acting in a fiduciary or representative capacity on their behalf.
In addition, we may include the names of selected institutional investors in representative investor lists, subject to the following guidelines:
• The information would be supplied in response to a request by an institutional investor, prospective institutional investor or consultant in connection with (a) a one-on-one presentation to that client, prospective client or consultant or (b) our response to a request for proposal, due diligence questionnaire or similar document. Investor names will not be included in our brochures, on our website, or in marketing material disseminated to multiple prospective Investors unless Investor consent is obtained.
• An institutional investor may instruct us at any time to stop including its names in representative lists by calling Raith at 212 938 6995.
7. Other Applicable Terms and Conditions
Raith enters into contracts with its investors in connection with funds managed by Raith and with counterparties in connection with investments made by Raith. In the event of any conflict between the terms and conditions of any such contracts and these Terms and Conditions, the terms and conditions of such contracts will govern.
8. Third Party Websites.
The Website may provide links to third-party websites that are not under the control of Raith. All links to such third-party websites are provided for convenience only. Raith is not responsible for the content, products, or services that may be contained on the linked third-party websites. We reserve the right to deny, revoke or suspend (including by taking affirmative actions to block) any linking or other association undertaken by third parties to or from our Website, without any notice, obligation or liability.
9. NO WARRANTY; INFORMATION AND SERVICES PROVIDED “AS IS”.
RAITH AND ITS OFFICERS, DIRECTORS, MEMBERS, PARTNERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES (THE “RAITH PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND INCLUDING REGARDING THIS WEBSITE AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION, MATERIALS AND SERVICES CONTAINED ON OR PRESENTED THROUGH THE WEBSITE. THIS WEBSITE AND ALL SUCH INFORMATION, MATERIALS AND SERVICES ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS. YOU ASSUME ALL RISKS OF ACCESSING AND USING THIS WEBSITE AND ANY INFORMATION, MATERIALS AND SERVICES PROVIDED HEREIN. RAITH, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE WEBSITE, ANY MATTER RELATED TO THE WEBSITE AND SUCH INFORMATION, MATERIALS AND SERVICES MADE AVAILABLE ON THE WEBSITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. THE RAITH PARTIES ASSUME NO RESPONSIBILITY FOR, AND MAKE NO REPRESENTATIONS OR WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS, OR THAT ANY COMMUNICATIONS TO OR FROM THE WEBSITE WILL BE SECURE OR UNALTERED.
10. Governing Law; Consent to Jurisdiction; Notices; Construction.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Delaware, without reference to its conflicts of law provisions. You agree that any dispute or action at law or in equity arising out of or relating to these Terms and Conditions or your use of the Website may be commenced in the state or federal courts located in Delaware, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of any such dispute or action. Any notice to Raith shall be given in writing and sent by registered mail to Raith Capital Partners, LLC, 424 Madison Avenue, 2nd Fl, New York, NY, 10017, Attention: Chief Compliance Officer, or at such successor address as designated by Raith. If any provision of these Terms and Conditions is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms and Conditions shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction. No waiver at any time by us of any of these Terms and Conditions will be deemed a waiver of any other provision of these Terms and Conditions at that time nor deemed a waiver of that or any other provision at any other time. Headings are used for convenience only and shall be of no force or effect.