Terms and Conditions
TWENTY-FIVE CAPITAL LLC TERMS OF USE
Effective Date / Date of Last Revision: March __, 2023
IMPORTANT DISCLAIMER: By accessing this website and any pages thereof, you agree to be bound by these Terms of Use, our Privacy Policy, and other policies and procedures posted on the website. This website is only suitable, intended, and available for Accredited Investors, as such term is defined in 17 C.F.R. § 230.501(a) (“Accredited Investor”), who are registered users of this site.
Neither Twenty-Five Capital LLC (“Twenty-Five Capital”) nor any directors, officers, employees, representatives, or agents of Twenty-Five Capital or its respective affiliates and their respective directors, officers, employees, representatives or agents (“Affiliates”) endorses any of the opportunities that appear on this website or makes any recommendations regarding the appropriateness of particular opportunities for any potential investor. Use of this website does not constitute an offer by Twenty-Five Capital or its Affiliates (or any sponsor of offerings on this website) to sell, solicit, or make an offer to buy any securities. Neither Twenty-Five Capital nor its Affiliates give or offer business advice, investment advice, tax advice, or legal advice to anyone using this website or the services available through this website. Neither Twenty-Five Capital nor any of its Affiliates is a registered broker-dealer, registered investment advisor, or crowdfunding portal, internet site operator, internet site portal, or similar investment services or hosting portal, and does not presently engage in any conduct requiring such registrations with the U.S. Securities & Exchange Commission (“SEC”) or similar state-based agency. Neither Twenty-Five Capital nor any of its Affiliates shall have any liability whatsoever arising, for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication of, the materials and communication herein or in the valuation of any securities. No securities offerings will be made by or through this website. Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees, and expenses. You can learn more about investing in private placements from the SEC or FINRA. We may periodically make changes to this Disclaimer without notice. We recommend that you re-visit this Disclaimer and our other policies on occasion to learn of any changes.
WHO WE ARE.
Twenty-Five Capital LLC (“we,” “our” or “us”) executes a long/short equity strategy, utilizing a top-down approach. Twenty-Five Capital invests in U.S. equities across all GICS sectors in our long only fund and long/short fund. Twenty-Five Capital operates a partially publicly available website at https://wwvacpital.com (“Site”), where we provide information and opportunities to accredited investors (“Services”).
THESE TERMS FORM A BINDING LEGAL AGREEMENT.
These Terms of Use ("Terms of Use"), along with our Privacy Policy (“Privacy Policy”) constitute a legally binding agreement between you and Twenty-Five Capital. Please read the Terms of Use and Privacy Policy carefully. Your access to and use of our Site and Services is subject to these Terms of Use, the Privacy Policy and all applicable laws. By accessing and using our Site and our Services in any manner, you agree to be bound by these Terms of Use. If you do not agree to adhere to these Terms of Use or the Privacy Policy, then you may not use our Site or Services.
We reserve the right to change these Terms of Use and our Privacy Policy. We may also change, suspend, or end access to all or any part of the Site and Services at any time, in our discretion.
YOUR REPRESENTATIONS.
BY USING AND/OR ACCESSING ANY PART OF OUR SITE OR SERVICES, YOU UNCONDITIONALLY AND EXPRESSLY ACKNOWLEDGE, REPRESENT AND AGREE THAT YOU: (A) ARE OVER 18 YEARS OF AGE; (B) HAVE READ AND UNDERSTAND THESE TERMS OF USE AND THE PRIVACY POLICY; (C) UNDERSTAND THAT YOU ARE BOUND BY THESE TERMS OF USE AND THE PRIVACY POLICY; AND (D) WILL COMPLY WITH THESE TERMS OF USE, THE PRIVACY POLICY AND ANY APPLICABLE LAWS AND REGULATIONS.
LICENSE TO USE THE SITE AND SERVICES
Subject to these Terms of Use and the Privacy Policy, Twenty-Five Capital grants you a limited, non-transferable license to access and use the functionality, features, content and information provided through our Site and/or Services for the purposes of obtaining information about investment opportunities. You may not use the Site or Services for any other purpose without first obtaining written permission from Twenty-Five Capital.
Ownership Rights.
You expressly acknowledge and agree that Twenty-Five Capital and/or its Affiliates and content providers own all content, trademarks, copyrights and other intellectual property located on and related to the Site and Services.
ACCOUNT REGISTRATION.
To use some of the functionality of the Site and Services, you may be required to set up an account. During registration, you will be required to provide certain personal data, such as your name, contact information, and preferences. You will be solely responsible for all information you provide to us. You will also be solely responsible for the security of your account credentials and any activity (whether authorized or unauthorized) that takes place through your account. You agree to notify us immediately of any unauthorized uses of your account or any other breach of security. You agree not to submit false information to us or anyone else through the Site or Services. By creating an account on the Site, you consent to receive periodic communication from us.
NOT INTENDED FOR INDIVIDUALS UNDER EIGHTEEN.
THE SITE IS DESIGNED FOR USE BY INDIVIDUALS AGED EIGHTEEN (18) AND OLDER. IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT USE THE SITE. IF YOU HAVE KNOWLEDGE OF ANYONE USING THE SITE THAT IS UNDER 18 YEARS OLD, PLEASE NOTIFY US AT IR@XXVCAPITAL.COM.
YOUR OBLIGATION TO US
In addition to other representations and warranties provided herein, in exchange for use of the Site and/or any Services, you represent the following:
EXPORT LAWS
You acknowledge that technology utilized by this Site and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Twenty-Five Capital makes available through the Site (collectively “Excluded Data”), may be subject to export control laws and regulations of the United States and other jurisdictions (collectively “Export Laws”). You represent and warrant that: (i) you are not located in, under the control of, or a national or resident of an embargoed country or prohibited end user under Export Laws; and (ii) you will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by export laws, without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction it operates or does business. You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Site and Services. You shall advise Twenty-Five Capital at IR@xxvcapital.com in the event the Excluded Data requires Twenty-Five Capital to obtain additional licenses, permits and/or approvals from any government in the jurisdiction where you intend to use the Site or Services. Upon being advised of such a requirement, Twenty-Five Capital may, at its sole discretion: (a) terminate your Account; (b) obtain such licenses, permits, and/or approvals as may be required; or (c) modify these Terms such that additional licenses, permits, and/or approvals are no longer required to be obtained by Twenty-Five Capital.
CONFIDENTIALITY
The information available on the Site relates to Twenty-Five Capital, our Affiliates and affiliated investment funds (collectively, the “Disclosing Parties”). This information is highly confidential. You hereby agree to maintain such information in strict confidence and acknowledge that such information is proprietary and confidential, that the Disclosing Parties and their Affiliates derive independent economic value from such information not being generally known, and that such information is subject to reasonable efforts by the Disclosing Parties to maintain its secrecy. You hereby agree that information available on the Site constitutes trade secrets and that the disclosure of any such information will cause substantial and irreparable competitive harm, as well as financial and strategic damage, to the Disclosing Parties, their Affiliates and/or the investment funds and opportunities managed by the Disclosing Parties or their Affiliates (each a “Fund”). The reports available on the Site are for use by investors and potential investors or their authorized designees in such a Fund, and you hereby agree that this information shall only be used by you in connection with an evaluation or the monitoring of your investment in such Fund. In addition, you agree that any information on this Site shall not be disclosed to any other person or entity or reproduced in any manner (by print, by electronic means or otherwise) without the express written authorization of the applicable Disclosing Party; provided, that such information may be disclosed on a need-to-know basis to other employees of your organization and to your investment advisers (so long as (i) they are bound by an obligation to maintain the confidentiality of such information that is at least as protective as your obligations under these Terms, and (ii) such other employees and investment advisers are not given your password to access this Site) or as explicitly required by applicable law. You agree to be responsible for the consequences of dissemination of any information from the Site by such employees and investment advisers.
ACCESSIBILITY
We value all of our users, and it is our goal to provide an excellent experience for all our users, including our users with disabilities. You understand and accept, however, that some of the features of the Site may not be fully accessible because they are provided by third-parties or have errors. If you have comments regarding the accessibility of the Site, or would like to report an issue you are experiencing, please email us at IR@xxvcapital.com. You expressly agree to attempt to work with us in good faith to obtain access to our Site and Services and that you will not threaten or assert any claims regarding accessibility against us unless you have first provided us with notice of the inaccessibility problem(s) and a thirty (30) day period to remedy the problem.
DISCLAIMERS AND LIMITS ON LIABILITY; WAIVER OF CLASS ACTION RIGHTS.
THE SITE AND SERVICES, AND ALL INFORMATION AND CONTENT AVAILABLE THROUGH THE SITES AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY IMPLIED OR EXPRESS WARRANTY OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, CORRECTNESS, ACCESSIBILITY AND NON-INFRINGEMENT). TWENTY-FIVE CAPITAL, ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS (COLLECTIVELY THE "TWENTY-FIVE CAPITAL PARTIES") MAKE NO REPRESENTATION OR WARRANTY REGARDING: (A) THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, ACCESSIBILITY, RESULTS OR PERFORMANCE OF THE SITE AND SERVICES; (B) THE EXISTENCE (OR ABSENCE) OF ANY VIRUS, WORM, MALWARE, MALICIOUS CODE OR OTHER DISABLING DEVICES OR CODE FROM ANY SOURCES; (C) THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION; (D) ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES); OR (E) LOSS, USE OR MISUSE OF YOUR DATA.
YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK. YOU AGREE THAT THE TWENTY-FIVE CAPITAL PARTIES ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL THE TWENTY-FIVE CAPITAL PARTIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES), WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO TWENTY-FIVE CAPITAL FOR THE USE OF THE SITE WITHIN THE LAST TWELVE MONTHS. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE WAIVER OF CERTAIN WARRANTIES, OR LIMITATIONS OR DAMAGES WAIVERS DESCRIBED IN THIS SECTION, SOME OF THESE PROVISIONS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY TWENTY-FIVE CAPITAL IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST ANY OF THE TWENTY-FIVE CAPITAL PARTIES, AND, IN ANY EVENT, YOU AGREE THAT ANY CLAIM NOT BROUGHT WITHIN ONE YEAR AFTER IT ARISES (OR SUCH SHORTER PERIOD UNDER APPLICABLE STATUTES OF LIMITATION) SHALL BE WAIVED AND RELEASED. YOU FURTHER AGREE TO RESOLVE ANY AND ALL CLAIMS AGAINST THE REC PARTIES ON AN INDIVIDUAL BASIS AND KNOWINGLY WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION AGAINST THE TWENTY-FIVE CAPITAL PARTIES.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless Twenty-Five Capital and its Affiliates and third-party service providers, for any and all claims, demands, actions, liability, fines, penalties and expenses, whether based on warranty, contract, negligence, strict liability or otherwise, that may arise from: (a) your breach of these Terms of Use; (b) your access or use of the Site and/or Services; (c) your infringement or the infringement of any third-party using your account, of any intellectual property right of another; and (d) any authorized activity through your account.
THIRD-PARTY LINKS
The Site may contain links to other third-party websites. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. Such third-party websites are maintained by persons or organizations over which Twenty-Five Capital exercises no control. Twenty-Five Capital expressly disclaims any responsibility for the content or results from your use of such third-party websites.
COPYRIGHT COMPLAINTS
Twenty-Five Capital respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information.
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
Description of the copyrighted work that you claim has been infringed;
The location on the Site of the material that you claim is infringing;
Your address, telephone number and e-mail address;
A statement that your claim of infringement is based on a good faith belief; and
A statement made under penalty of perjury that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our copyright agent for notice of claims of copyright infringement on the Site can be reached as follows: IR@xxvcapital.com
Electronic Signatures in Global and National Commerce Act/ Uniform Electronic Transactions Act.
The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of any such agreement in any proceeding arising out of such agreement. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Twenty-Five Capital shall have a reasonable period to effect such a change and Twenty-Five Capital may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
Consent to Receive Electronic Notifications.
Electronic communication is the most effective and timely way to provide the users of the Site sand/or Services with any optional or required notifications and disclosures. In some circumstances, however, state and/or federal laws may require us to send you disclosures or communications in paper format unless you have affirmatively consented to receiving electronic notifications only in advance of the notification. Through this Agreement, pursuant to 15 U.S.C. § 7001, you hereby affirmatively consent to receive electronic notifications and disclosures from us only (without requiring a paper copy) and you represent that, to date, you have not withdrawn such consent. You have the right to change your mind and withdraw your consent at any time. If you would like to withdraw your consent to receive electronic notifications and/or would like to request paper copies of any electronic notifications you receive, please contact: IR@xxvcapital.com. To receive electronic records, you will need access to a smart phone, tablet, laptop or computer with Internet access and either email software (such as Microsoft Outlook) or access to a web-based electronic mail software platform, such as Gmail, Yahoo or other electronic mail provider.
SEVERABILITY
If any term or provision in these Terms of Use is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from these Terms of Use in its entirety and the remainder of these Terms of Use shall survive with the said offending provision eliminated.
AVAILABILITY
TWENTY-FIVE CAPITAL CANNOT GUARANTEE THE SITE AND/OR SERVICES WILL BE AVAILABLE OR SECURE 100% OF THE TIME BECAUSE PUBLIC NETWORKS, SUCH AS THE INTERNET, OCCASIONALLY EXPERIENCE DISRUPTIONS. ALTHOUGH WE STRIVE TO PROVIDE THE MOST RELIABLE SITE REASONABLY POSSIBLE, INTERRUPTIONS, THIRD PARTY INTERFERENCE AND DELAYS DO OCCUR AND TWENTY-FIVE CAPITAL EXPRESSLY DISCLAIMS ANY LIABILITY FOR DAMAGES RESULTING FROM SUCH PROBLEMS.
CONTROLLING LAWS AND VENUE
It is understood and agreed that all the construction and interpretation of these Terms of Use and the relationship between the parties shall at all times and in all respects be governed by the internal laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. Venue of any action brought to enforce or relating to these Terms of Use or arising out of the relationship between the parties shall be brought exclusively in the courts located in New York City, New York.
NO PROFESSIONAL ADVICE PROVIDED
None of the information contained on the Site constitutes any investment advice. All information contained in the Services has been prepared without reference to any particular user’s investment requirements or financial situation. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where Twenty-Five Capital is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON TWENTY-FIVE CAPITAL OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS.
USER INTERACTIONS/DISAGREEMENTS
The Site may allow you to interact with other users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that other users may not be affiliated with or controlled by Twenty-Five Capital or its Affiliates, and Twenty-Five Capital cannot influence the investments, information, advice or services provided by them. YOU AGREE THAT NEITHER TWENTY-FIVE CAPITAL NOR ITS AFFILIATES WILL BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Furthermore, if you provide any investments, information, advice or services to other users through the Site, you acknowledge that you are not affiliated with, or controlled or influenced in any way by Twenty-Five Capital or its Affiliates. If you have a dispute with one or more users that are not Twenty-Five Capital, you irrevocably and forever release Twenty-Five Capital (and our Affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
FORCE MAJUERE
Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.
ENTIRE AGREEMENT
These Terms, along with Twenty-Five Capital’s Privacy Policy, contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain services available through the Site, which may have terms that are different from those of these Terms. In the event of any inconsistency, the terms of such other agreement shall control with respect to such services. If any provision of these Terms is deemed to be invalid or unenforceable, the remaining provisions of these Terms shall be valid and binding and of like effect as though such provision were not included.
QUESTIONS
If you have any questions about us, the Sites, our products, the Services, our Privacy Policy, or these Terms and Conditions, you may contact us at:
Twenty-Five Capital LLC
1133 Broadway, Suite 1510
New York, NY 10010
917.825.9205
IR@xxvcapital.com