By accessing or using our website, located at www.tudor.com and www.xantium.com, (the “Site”), you hereby accept and agree to comply with the following terms and conditions (the “Terms and Conditions”). Your entry into the Site constitutes your acceptance of the Terms and Conditions and is a binding agreement between you and Tudor Investment Corporation, Tudor Group Holdings LLC, Tudor Capital Europe LLP, Tudor Capital Australia Pty. Ltd, Tudor Capital Singapore Pte. Ltd. and their affiliates (“Tudor”). The Terms and Conditions govern your access and use of the Site, which includes any information, data, tools, products, services and other content (together, “Content”) available on or through the Site.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS AND CONDITIONS IN ITS THEN CURRENT FORM, INCLUDING ANY MODIFICATIONS POSTED. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS, DO NOT USE THE SITE.
1. Tudor grants you a limited right to use the Site. Your right to use the Site is subject to your agreement to abide by these Terms and Conditions in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason we may revoke your right to use all or any portion of the Site. You agree not to violate or attempt to violate the security of the Site or to use the Site for any illegal purposes.
2. Intellectual Property. You acknowledge that the Site is protected by one or more copyrights, patents, database rights, trademarks, service marks, trade dress, trade secrets and/or other intellectual property and proprietary rights that are owned by Tudor and/or third parties. All text and graphics, and the combination thereof, appearing on the Site are copyrighted works that are protected under the copyright laws of the U.S. and other countries and under various international treaties. You agree to abide by all applicable copyright and other laws in regard to the Contents of the Site. “TUDOR” and other names and indicia of Tudor and its products and/or services are exclusive trademarks and service marks of Tudor, and are registered in various jurisdictions. Other product and company names appearing on the Site may be trademarks of their respective owners. You may not: (i) decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site; (ii) 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 and Conditions; or (iii) remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site. Notwithstanding the foregoing, you may: (i) print copies of any accessible portion of the Site only for your own personal use or that of your directors, trustees, employees, representatives, agents, and financial, legal or tax advisors, and others with whom you share investment decisions and who need to know such information ("Representatives"); (ii) disclose information on the Site to Representatives and (iii) if you are a consultant or investment advisor or are otherwise acting as a representative of one or more clients or prospective clients of Tudor, you may, subject to Section 5 hereof, disclose information you obtain from the Site to your clients and otherwise utilize or present such information or derivations thereof to your clients in your capacity as such, provided that any person to whom disclosure of any such information is made is advised by you of its confidential nature.
3. Representations and Warranties. You represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms and Conditions; (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms and Conditions; and (iii) you will not delete any Content on the Site.
4. No Advice or Offer of Securities; No Offer of Employment. All Content is for informational purposes only. Nothing on the Site is an offer or solicitation to buy or sell any security or make or hold any investment. Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy. We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable. Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax or legal advice. If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or legal advisors regarding your individual circumstances and needs.
The Site does not constitute an offer or promise of employment with respect to any employment position described on the Site. Without notice, Tudor may eliminate, modify or change any aspects of any employment position described on the Site. This Site does not provide binding employment offers or any terms or conditions of employment. Any employment offer that may ensue as a result of your submission of information to Tudor shall be solely in accordance with the specific terms of such employment offer, not the terms of the Site.
5. Password-Protected Areas. The portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Tudor. Such passwords will only be issued to current investors in an investment fund sponsored or managed by Tudor, or to certain eligible prospective investors, each of whom represents and warrants as follows: (i) you are, or the company or organization on whose behalf you will be accessing the Site, as applicable, is (a) an “accredited investor” within the meaning of Regulation D promulgated under the U.S. Securities Act of 1933 as amended, (b) either (I) a “qualified purchaser” (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940 as amended (the “Investment Company Act”)), or (II) a “knowledgeable employee” (as defined in the regulations under the Investment Company Act) of Tudor, and (c) a “qualified eligible person” (as defined in the regulations under the U.S. Commodity Exchange Act as amended); (ii) in respect of a UK investor, you are a professional client or eligible counterparty for the purposes of the UK Financial Conduct Authority ("FCA") Conduct of Business Sourcebook; and (iii) you are otherwise eligible to make an investment in the relevant investment vehicle in accordance with the terms of the relevant offering document and applicable law.
Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by Tudor. Users of the Site acknowledge that THE PAST PERFORMANCE OF ANY FUND IS NOT INDICATIVE OF FUTURE PERFORMANCE. To the extent that any funds or products are referred to on this Site, they are available only to such persons and other persons should not act or rely on the information available on this Site. The information on this Site is exempt from the UK scheme promotion restriction on the communication of invitations or inducements to participate in unregulated collective investment schemes on the grounds that it is being issued to and/or is directed at only the types of person referred to above.
Users undertake to treat any Content on the password-protected portion of the Site as secret and confidential and may not disclose such Contents to any third party save for the exceptions expressly enumerated in Section 2 of these Terms and Conditions.
You are solely responsible for maintaining the confidentiality and security of your password. You may not disclose your password to any third party and accept full responsibility for any use of your password. You must notify Tudor immediately of any actual or suspected loss, theft or unauthorized use of your password. We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password and will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.
6. Risks in relying on the Content. Any Content that is dated speaks only as of the date indicated. We make reasonable efforts to provide accurate Content on the Site, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. You agree that we may change all or any portion of the Site at any time without notice to you and that we are not liable for any action you take or decision you make in reliance on any Content. Further, we do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.
7. Technological problems with the Site. All or any portion of the Site may not be available and may not function properly at any time. Tudor 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. You agree that Tudor is not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site or any defects, delays or errors in or resulting from your use of the Site.
8. Third Party Websites. Tudor does not monitor the content of and is not responsible for any third party website. If you access any third party website through the Site or otherwise, you do so at your own risk. Links from the Site to third-party websites do not imply any endorsement by the third party of Tudor or the Site or of the link; nor do they imply any endorsement by Tudor of the third-party website or of the link.
9. Monitoring and recording activity on the Site. Tudor may: (i) monitor and record activity on the Site for any reason or for no reason; (ii) investigate any complaint or reported violation of our policies; (iii) report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate; or (iv) issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action that we deem appropriate.
11. Disclaimer of warranty. The Site, including all Content, is provided "as is" and "as available." Tudor disclaims all representations and warranties, express or implied, of any kind with respect to the Site and the Content including warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property and proprietary rights. Without limiting our general disclaimer, Tudor does not warrant the availability, reliability, accuracy, completeness or timeliness of the Site or the Content.
12. Limitation of liability. In no event will Tudor Personnel¹ be liable for any indirect, incidental, special, punitive or consequential damages however caused arising out of these Terms and Conditions, the Site, the Content, the inability to use the Site, or transactions entered into through the Site, even if Tudor has been advised of the possibility of the damages that you suffer or if any remedy you have fails of its essential purpose. 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. This does not exclude or restrict any duty or liability that Tudor Capital Europe LLP has to its customers under the regulatory system in the UK.
13. Indemnification. You agree to indemnify, defend and hold harmless Tudor Personnel from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to your misuse of the Site in material violation of these Terms and Conditions.
14. Governing Law. You agree that any dispute arising out of or relating to your use of the Site or relating to these Terms and Conditions shall be governed and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts-of-law thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County, New York, with respect to any legal proceedings arising out of or relating to your use of the Site or relating to these Terms and Conditions and waive any objection to the propriety or convenience of venue in such courts.
¹Personnel, for the purposes of these Terms & Conditions, includes employees, agents, active partners, members and directors.