Terms and conditions of use. disclaimer and website privacy policy

TERMS AND CONDITIONS OF USE. DISCLAIMER AND WEBSITE PRIVACY POLICY

Thank you for visiting http://www.melodypartners.com, the website (this "Website") of Melody Capital Partners, LP. ("Melody," "we," or "us").

 

These Terms and Conditions of Use, Disclaimer and Website Privacy Policy (the "Terms and Conditions") are effective as of May 23, 2013. We reserve the right to amend, modify, add or delete any part of the Terms and Conditions and any materials referenced herein at any time, without notice and for any reason. You should periodically review the Terms and Conditions for any amendments or modifications.

 

TERMS AND CONDITIONS OF USE; DISCLAIMER

  1. Acceptance and agreement of terms and conditions

Each time that you use this Website, you acknowledge, understand and accept without qualification and agree to be bound by the Terms and Conditions herein and as they may be modified from time to time including all content available through this Website (this "Agreement"). The Terms and Conditions (i) govern your access and use of this Website (ii) constitute a legal and binding agreement between you and Melody and (iii) represent the entire understanding between you and Melody regarding your use of this Website which supercedes any prior representations or statements. If you do not fully accept and agree to the Terms and Conditions, please do not use this Website.

 

  1. Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT THIS WEBSITE AND ITS CONTENT IS INTENDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE AND SHOULD NOT BE RELIED UPON FOR ACCOUNTING, LEGAL, TAX OR INVESTMENT ADVICE. YOU SHOULD CONSULT WITH YOUR OWN TAX, LEGAL, INVESTMENT AND/OR SIMILAR PROFESSIONALS REGARDING YOUR SPECIFIC SITUATION AND ANY SPECIFIC DECISIONS.

UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THIS WEBSITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY AN INTEREST IN ANY INVESTMENT FUND MANAGED BY MELODY OR ITS AFFILIATES. ANY SUCH OFFER OR SOLICITATION WILL BE SEPARATELY MADE ONLY BY MEANS OF THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OR PROSPECTUS RELATING TO THE PARTICULAR FUND TO PERSONS WHO, AMONG OTHER REQUIREMENTS, MEET CERTAIN QUALIFICATIONS UNDER FEDERAL SECURITIES LAWS AND GENERALLY ARE SOPHISTICATED IN FINANCIAL MATTERS, SUCH THAT THEY ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF PROSPECTIVE INVESTMENTS.

THERE IS NO GUARANTEE THAT THE INVESTMENT OBJECTIVE OF ANY INVESTMENT OR INVESTMENT STRATEGY DESCRIBED HEREIN WILL BE ACHIEVED OR THAT AN INVESTOR WILL MAKE ANY PROFIT AT ALL OR WILL BE ABLE TO AVOID LOSING ALL OR A SUBSTANTIAL PORTION OF THEIR INVESTMENT. PAST PERFORMANCE OF ANY INVESTMENT OR INVESTMENT STRATEGY CONTAINED ON THIS WEBSITE IS NOT INDICATIVE OF FUTURE PERFORMANCE. CERTAIN INFORMATION OR MATERIALS ACCESSIBLE THROUGH THIS WEBSITE CONTAIN IMPORTANT DISCLOSURES AND NOTES WHICH MUST BE READ CAREFULLY IN CONJUNCTION WITH THE INFORMATION CONTAINED THEREIN.

  1. Intellectual property; use of websites

The content contained on this Website is owned or licensed by Melody and its third-party information providers and is protected by applicable copyrights, trademarks, service marks, and/or other intellectual property rights. Such content is solely for your personal, non-commercial use. Accordingly, you may not copy, distribute, modify, post, frame or deep link this Website, including any text, graphics, video, audio, software code, user interface design or logos. You may download and print material displayed on this Website for your personal use provided you also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, repost, or use the content of this Website for public or commercial purposes, including all text, images, audio, and video, without Melody's written permission. Modification or use of the materials for any other purpose violates Melody's intellectual property rights.

All trademarks, service marks, trade names, and logos displayed on this Website are proprietary to Melody and/or their respective owners. Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this Website without the written permission of Melody or such other third party that may own the trademark displayed on this Website. Your use of the trademarks displayed on this Website, except as provided herein, is strictly prohibited.

The use of the images displayed on this Website by you, or anyone else authorized by you, is prohibited. Any unauthorized use of the images may violate copyright laws, trademark laws, and the laws of privacy and publicity, and communications, as well as other regulations and statutes. If you download or print any information from this Website, you agree that you will not copy it or remove or obscure any copyright or other notices or legends contained in any such information.

Links to Other Websites

Melody may establish links between this Website and one or more websites operated by third parties. Melody has no control over any such other websites, the contents therein or the products/services offered. The existence of any such links shall not constitute an endorsement of, or representation or warranty by Melody regarding such websites, the contents of the websites, the products or services of the websites or the operators of the websites. Your access to and use of such linked websites is governed by the terms of use and privacy policies of those sites, and shall be at your own risk. Melody disclaims responsibility for the privacy policies and customer information practices of third-party internet websites hyperlinked from this Website.

Links to Melody from Other Websites

You shall not display hyperlinks on your websites to any website owned or operated by Melody. If you desire to display on your website a hyperlink to a Melody website, you must enter into a written agreement with Melody governing such display. Access to any Melody website does not authorize you to use any of Melody's names, logos, trademarks or copyrighted material, and you agree not to do so without Melody's express written consent. Requests to display hyperlinks on your websites to Melody websites should be made to Melody at ir@melody.com.

 

Transmissions to and From this Website

Melody shall be free to use, for any purpose, any ideas, concepts, know-how, or techniques provided by a website user to Melody through this Website. You acknowledge and agree that Melody has granted you limited access to the specific files pertaining to Melody ("Approved Files"), and you agree not to attempt to access computer files other than the Approved Files.

 

The Website contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Melody (collectively, the "Melody Content"). The Melody Content may be owned by us or by third parties. The Melody Content is protected under both United States and foreign laws. Unauthorized use of the Melody Content may violate copyright, trademark, and other laws. You have no rights in or to the Melody Content, and you may not use the Melody Content except as permitted under this Agreement. No other use is permitted without prior written consent from us.

 

The trademarks, service marks, and logos of Melody (the "Melody Trademarks") used and displayed on this Website are registered and unregistered trademarks or service marks of Melody. Other company, product, and service names located on this Website may be trademarks or service marks owned by others (the "Third-Party Trademarks", and, collectively with Melody Trademarks, the "Trademarks"). Nothing on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Melody Trademarks inures to Melody's benefit.

 

  1. No warranties/limitation of liability

THE INFORMATION AND SERVICES PROVIDED ON THIS WEBSITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MELODY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MELODY DOES NOT WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED ON THIS WEBSITE AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MELODY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS AND OMISSIONS IN THE MATERIALS ON THIS WEBSITE AND FOR THE USE OR INTERPRETATION BY OTHERS OF INFORMATION CONTAINED ON THE WEBSITE.

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR ITS CONTENT WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

  1. Indemnification

You agree to defend, indemnify, and hold harmless Melody, its partners, employees, officers, directors, stockholders, agents, consultants, assignees, corporate affiliates, contractors, professional advisors, advertisers, and any and all other individuals and organizations providing services on behalf of Melody from all claims, liabilities, losses, damages, and expenses (including attorneys' fees and expenses) arising out of or relating to (a) your use of any parts of this Website; and (b) your alleged breach of this Agreement. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

  1. Applicable Law

This Website is operated by, or on behalf of, Melody. Access, distribution and/or use of this Website is subject to all applicable laws and regulations. To the extent that access, distribution and/or use of this Website would be deemed illegal by applicable law, such access, distribution and/or use is prohibited

Not all products and services listed on this Website may be available in all geographic areas. We make no warranties that materials on this Website are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use this Website, then you should not do so. Those who choose to access this Website outside the United States do so at their own initiative and their own risk and are responsible for compliance with all local laws and regulations.

  1. Termination of the agreement

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of this Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability. If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: "Intellectual Property; Use of Websites," "No Warranties/Limitation of Liability," "Indemnification," "Termination of the Agreement," and "Miscellaneous."

  1. Miscellaneous

This Agreement is governed by the internal substantive laws of the State of New York, without giving effect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York. If any provision of this Agreement is found to be invalid, prohibited or unenforceable, by any court having competent jurisdiction, such provision as to such jurisdiction only, shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provision.

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Website privacy policy

Definitions used herein and not otherwise defined shall have the same meanings as in the Terms and Conditions above.

This Website Privacy Policy applies to our information collection and use practices when you visit this Website, http://www.melody.com. By visiting this Website, you are agreeing to the terms of this Website Privacy Policy and the Terms and Conditions, both of which govern your use of this Website. In addition to this Website Privacy Policy, depending on your relationship with Melody, you may receive and be covered by other Melody privacy policies, other privacy disclosures within account opening documents, and other privacy and security rules, as may be applicable.

Information We Collect

  1. Personal Information
    When you visit this Website, we may collect personal information that you voluntarily provide in forms, surveys, applications, or other online fields (collectively, "Personal Information"). We do not collect any Personal Information from you when you visit this Website unless you provide us with Personal Information.

 

  1. Other Information
    In addition to the Personal Information, we may collect additional information from you (collectively, "Usage Data"). Such Usage Data may include:
    • From Your Activity. Information that we or our service providers may automatically collect when you visit this Website, such as your IP addresses, Internet service provider, browser type and language, referring and exit pages and URLs, date, time and related information concerning your use of this Website.
    • From Cookies. Information that we or our service providers may collect using "cookies." Cookies are small packets of data sent to your computer's browser from a website's server that are stored on your computer's hard drive so that your computer will retain information about your visit. We may use cookies to help us collect Usage Data and to enhance Website user experiences. If you do not want this Website to place a cookie on your hard drive, you may be able to turn that feature off on your computer. Please refer to your browser for information on how to do this. However, if you decide not to accept cookies from this Website, this Website may not function properly.

 

Accessing and Modifying Information

If you have provided us any Personal Information, you may access, review, and make changes to your Personal Information by sending us email at ir@melody.com. You should be aware, however, that it is not always possible to completely remove or modify information in our subscription databases.

How We Use and Share the Information

We use Personal Information and Usage Data to provide our services to you, to solicit your feedback, and to inform you about our products and services. We will never share, sell or rent your Personal Information to any third party for marketing purposes.

We may use and/or share Personal Information and/or Usage Data as follows:

  • We may disclose your Personal Information at your instruction or with your prior consent.
  • We may disclose your Personal Information to our affiliates (i.e., companies related to Melody by common ownership or control) for specific business purposes.
  • We may retain other companies and individuals to perform functions on our behalf. Examples may include providing customer service and technical assistance with this Website. These other companies will have access to the Personal Information and/or Usage Data only as necessary to perform their functions and to the extent permitted by law.
  • We may analyze Usage Data in aggregate form in order to operate, maintain, manage, and improve this Website and/or our products and services. This aggregated Usage Data will not identify you personally. We may share this aggregated Usage Data with our affiliates, agents, and business partners. We may also disclose aggregated user statistics in order to describe our products and services to current and prospective business partners and to other third parties for other lawful purposes.
  • If we or any of our affiliated companies (or all or substantially all of our assets or the assets of any of our affiliated companies) are acquired, we expect that the Personal Information and Usage Data would be transferred along with the other business assets.
  • To the extent permitted by law, we may also disclose Personal Information and Usage Data: (i) when required by law, court order, or other government or law enforcement authority or regulatory agency; or (ii) whenever we believe that disclosing such information is necessary or advisable, for example, to protect the rights, property, or safety of Melody or others.

 

Protecting Your Information

We strive to maintain reasonable physical, electronic, and procedural safeguards to secure the Personal Information and Usage Data from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. However, we are unable to guarantee that security measures we take will not be penetrated or compromised or that such information will remain secure under all circumstances.

Notice to Non-U.S. Residents

This Website is operated in the United States. If you are located outside of the United States, please be aware that any information you provide to us will be transferred to the United States. By using this Website and/or providing us with any information, you consent to this transfer.

External Websites

This Website may contain links to third-party websites. We have no control over the privacy practices or the content of these websites. As such, we are not responsible for the content or the privacy policies of those third-party websites. You should check the applicable third-party privacy policy and terms of use when visiting any other websites.

Changes to This Website Privacy Policy

This Website Privacy Policy is effective as of the date stated at the top of this Website Privacy Policy. We may change this Website Privacy Policy from time to time, and will post any changes on this Website as soon as they go into effect. By accessing this Website after we make any such changes to this Website Privacy Policy, you are deemed to have accepted such changes. Please refer back to this Website Privacy Policy on a regular basis.

How to Contact Us

If you have questions about this Website Privacy Policy, please contact us at ir@melody.com.