Terms of Use and Legal Information

Please read the following terms and conditions (these “Terms of Use”) carefully before using www.14bcapital.com website (the “Website”). By browsing, accessing or otherwise using the Website, you signify your agreement with and understanding of the following Terms of Use and Legal Information pertaining to both this site and any material in it. Terms and conditions may change at any time at 14B Capital Management LP’s (“14B” or the “Firm”) discretion. The information on the Website is for informational purposes only and is subject to change without prior notice.

Your visit to the Website, including, but not limited to, all images, text, illustrations, designs, icons, photographs, programs, music clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services, design, structure, selection, coordination, expression content, information, design, marks and layout therein, including but not limited to the design, structure, selection, coordination, expression and arrangement of any of the foregoing available on or through the Website, together (the “Content”), is subject to these Terms of Use, which may be updated by us at any time without notice to you.If we update our Terms of Use, we will post the updated Terms of Use on the Website. Any such changes will be effective upon posting. If you do not agree with these Terms of Use, you should not use the Website and you agree that your sole and exclusive remedy is to discontinue using the Website. The Website is not designed for use by minors and minors should not provide personal information through this Website.

If you have any questions or comments about these Terms of Use, please contact Bryan Gleason at bryan@14bcapital.com.

Use of the Website and Content

You are responsible for your use of the Website and the Content. You undertake to use your best endeavors to ensure that nothing you do whilst accessing the Website will damage the Website or otherwise violate these Terms of Use.

The Website, including the Content, is the property of 14B and is subject to copyright, trademark and other laws. To the extent expressly permitted herein, 14B grants you a limited, revocable, non-exclusive and non-transferable personal right to view, download and print pages from the Website solely for your personal and non-commercial use. This right will terminate immediately upon your unauthorized use of the Website or Content. Subject to the foregoing, no intellectual property rights in respect of the Website or Content are granted or extended as a result of 14B making the Website available. All rights not expressly granted to you in these Terms of Use are reserved.

You may not (and may not encourage or assist others) to:

1. reproduce, republish, distribute, exploit commercially, use or modify without 14B’s express written consent, the Website or Content;
2. access, copy or download the Website or Content using automated methods, including but not limited to, “web scraping” or “bots”, “robots” or “spiders” that “harvest” the Website or Content, interfere with the functioning of the Website or Content or restrict or inhibit any others from using the Website or Content;
3. use any trademark, service mark or logo of 14B or any third party that appears on the Website without prior written consent or remove or obscure any copyright or other notices contained in the Website or the Content;
4. if you link other websites to the Website, imply or suggest that 14B has endorsed or is affiliated with such websites and you may not display the Website as “framed” or “mirrored” within another website;
5. delete, decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Website or Content or any of the Websites’ source code or software;
6. transmit any virus, worm, time bomb or similar system interference through the Website;
7. violate these Terms of Use, the Privacy Policy or Cookies Policy or any law, regulation, rule or intellectual property or contractual rights of others, or attempt to violate the security of the Website, including attempting to gain unauthorized access to Content or use or gain access to the identities, information or computers of others through the Website;
8. impersonate any person or entity or create a user account for anyone other than yourself or create another user account without permission if 14B has suspended or terminated your user account; or
9. use any hidden text or metatags using “14B” on a website or content published on a website or otherwise.

14B has the right (but not the obligation) to monitor the Website for any unauthorized or objectionable conduct and to take all appropriate actions in response, without notice to you, and the Firm may at any time revoke your right to use all or any portion of the Website or Content. 14B may investigate any complaint regarding a suspected violation of these Terms of Use, and may report any activity relating to the Website or Content to regulators, law enforcement officials or other persons or entities that it deems appropriate.

The Website or any part of the Website may be periodically unavailable, and Content may be removed or modified at any time without notice. 14B may, in its sole discretion, restrict, suspend or cancel access to or use of the Website, for all or any one or number of Users. Users will have no right to compensation or other remedy for being unable to access the Website.

Linked Websites. The Website may contain links to other websites. 14B is not responsible for the content, security or privacy practices of other websites and we do not endorse other websites or their content by virtue of linking to them from the Website. You should review the terms of use and privacy policies of any third-party website that you visit.

Ownership of Site and Trademarks. 14B owns and maintains this site. No act of downloading or otherwise copying from this site will transfer title to any software or material at this site to you. Anything that you transmit to this site becomes the property of 14B, may be used by the Firm for any lawful purpose, and is further subject to disclosure as deemed appropriate by 14B, including to any legal or regulatory authority to which the Firm is subject. 14B reserves all rights with respect to copyright ownership of all material at this site, and will enforce such rights to the full extent of the law.

Disclaimer of Warranties. The information on this site is provided “as is”. 14B does not warrant the accuracy, adequacy, or completeness of this information and we expressly disclaim all endorsements, guarantees and warranties, express or implied, of any kind, including without limitation all warranties of merchantability, fitness for a particular purpose. Although the information provided on the Website is obtained or compiled from sources believed reliable, 14B cannot guarantee the accuracy, quality, reliability, timeliness, completeness, or continued availability of any information or data made available. Moreover, 14B has relied upon and assumed without independent verification the accuracy and completeness of all information available from public sources.

Limitation on Liability. To the fullest extent permissible under applicable law, 14B will not be liable for any direct, indirect, consequential, incidental, special or punitive damages that may arise out of the use of the information on this site by you or anyone else (including, but not limited to, lost profits, loss of opportunities, trading losses, and damages that may result from any inaccuracy or incompleteness of this information). To the fullest extent permitted by law, 14B will not be liable to you or anyone else for any loss under any tort, contract, negligence, strict liability, products liability, or other theory with respect to this the information on this site. 14B, nor any third party vendor will be liable or have any responsibility of any kind for any loss or damage due to failure, interruption, delay in operation or transmission of this site contents, or resulting from the act or omission of any other party involved in making this site or the information contained available, or from any other cause relating to your access to, inability to access, or use of the site.

No Offer of Securities – Disclosure of Interests; Not Investment Advice. 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 14B. The information on the Website is not, and under no circumstances should it be construed as, an advertisement or offering of any of the securities described. Any such offer or solicitation will be made only by means of the Confidential Private Offering Memorandum relating to the particular fund. Access to information about the funds is limited to investors who either qualify as accredited investors within the meaning of the Securities Act of 1933, as amended, qualified purchasers within the meaning in the Investment Company Act of 1940 or those investors who generally are sophisticated in financial matters, such that they are capable of evaluating the merits and risks of prospective investments. Past Performance is Not Indicative of Future Results. There can be no assurance that the future performance of any specific investment, investment strategy, or product referenced on this site will be profitable. Content on the Website is for informational and illustrative purposes only and should not be regarded as investment advice or as a recommendation regarding a course of action. 14B is not acting in a fiduciary or advisory capacity to you. You agree that you will make your own independent decision with respect to any course of action in connection with any research or other information presented on this site and that you are capable of understanding and assessing the merits of a course of action and evaluating investment risks independently, or with the aid of other advisors.

Material to be Consulted in its Entirety. All materials in this Website are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download..

Not Suitable for All Investors. All information on the Website is general in nature and provided without regard to particular circumstances. Information on the Website may not take into account the investment objectives, financial situation, or particular needs of any particular person, and do not provide all information that may be material to an investor’s decision about whether or not to make any investment. As to whether any such course of action is appropriate or proper is based on your own judgment and your specific circumstances and objectives; and may not be suitable or desirable for all investors. You agree that you will make your own investment decisions based upon your own financial objectives and financial resources and will seek advice from professional investment, legal, and/or tax advisors.

Enforcement of this Agreement. You acknowledge and agree that the terms and conditions of this website shall be governed by the law of the State of New York without regard to the conflict of law provisions thereof, that the exclusive jurisdiction and venue of any litigation with respect to this site or the term here presented shall be in the federal and state courts in Manhattan County, in the State of New York, and that you shall not claim that such venue is inconvenient or improper. You further acknowledge and agree that, in addition to recovery for any and all direct damages that 14B may suffer as a result of your breach of terms, 14B shall be entitled to recover reasonable costs and attorney’s fees incurred by it in connection with any action to enforce its rights hereunder.

Dispute Resolution by Binding Arbitration. Subject to applicable law, in the interest of resolving disputes between you and 14B, you agree that 14B may, at its sole discretion, require that a dispute arising out of or in connection with these Terms of Use or your use of the Website or Content shall be resolved through binding arbitration, at 14B’s option, instead of in courts of general jurisdiction. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration under these Terms of Use will take place on an individual basis; class arbitrations and class actions are not permitted. You acknowledge and agree that the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that individual party’s claim(s). Any relief awarded cannot affect other Users.

Use of private placement agent or other third party agents or contractors.  14B may appoint placement agents, third party agents or independent contractors to market, offer to sell or solicit any sale of any security, including any interest in 14B (a “Private Placement Agent”).  Any such Private Placement Agent is acting as a separate independent contractor and is not (a) an employee, director or officer of 14B or (b) acting as a fiduciary or advisor. No Private Placement Agent has the power or authority to bind 14B to contracts or other obligations. 14B shall not be liable, at any time, for the acts, omissions and liabilities of any Private Placement Agent, including, without limitation, any non-compliance with selling restrictions in any applicable jurisdictions which apply to an actual or prospective investor.  Any Private Placement Agent appointed is solely responsible, without reliance on 14B, for determining the relevant licences, approvals, consents and permissions required under applicable law and regulation (each an “authorisation”) to perform marketing and placement activities in the relevant jurisdictions in which the investors are located.  14B make no representation or warranty on the adequacy of the authorisation(s), if any, held by a Private Placement Agent.  No Private Placement Agent appointed by 14B is authorised to make any recommendation or act as an advisor or fiduciary to any investor and 14B is not liable or responsible for any actual or potential conflicts of interest which may arise as a consequence of other commercial activities of the Private Placement Agent.  Investments in 14B should be made based on the advice of independent legal, financial, tax and other advisors of the investor and not in reliance on statements or representations (whether oral or written) of any Private Placement Agent. The remuneration of the Private Placement Agent for services rendered shall be met by 14B. Within the United Kingdom and the European Economic Area, it is acknowledged that any Private Placement Agent appointed by 14B is not acting as an “appointed representative”, “tied agent” or “delegate” and is not authorised to make “financial promotions” or “investment recommendations”, as each such term is defined under applicable law and regulation.  Private Placement Agents appointed by 14B are not authorised to solicit retail clients to participate in any sale of interests in a Fund.  Any materials distributed by a Private Placement Agent relating to 14B shall be deemed to include the disclaimers described herein.  Astrum LLC Limited has been appointed as a Private Placement Agent in connection with the marketing and placements of securities and other interests in the Fund.

Notice to California Residents. Under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the service or to receive further information regarding use of the service.