Terms of Use

Your access and use of the website located at www.ACEportal.com (the “Site”) is governed by the terms, conditions and disclaimers set forth in these terms of use, as amended from time to time (“Terms of Use”).  The Site is owned and operated by ACE Portal, a Delaware corporation (“ACE Portal”).  By accessing and/or using the Site, you expressly agree to the terms, conditions and disclaimers set forth in these terms of use (“Terms of Use”).  Only members or the Site are authorized to use the services provided at this Site.  The use of this Site by its members is governed by an ACE Member Agreement, in addition to this Terms of Use.  This Terms of Use, in addition to any additional rules, policies and procedures governing use of and/or access to the Site may be modified and/or updated by ACE Portal at any time and without any notice.  By accessing and using the Site, you agree to review the most current version of this document prior to such use, and your continued use of the Site constitutes your acknowledgment and agreement to the most recent Terms of Use and applicable rules, policies and procedures.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

ALL INFORMATION CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ACE PORTAL (INCLUDING ANY OF ACE PORTAL’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) EXPRESSLY DISCLAIMS MAKING ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE FITNESS OF THE INFORMATION CONTAINED HEREIN FOR ANY PARTICULAR USAGE, ITS MERCHANTABILITY OR ITS APPLICATION OR PURPOSE.  ADDITIONALLY, ACE PORTAL (INCLUDING ANY OF ACE PORTAL’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE INFORMATION CONTAINED ON THE SITE, WHETHER OR NOT SUCH INFORMATION IS PROVIDED BY ACE PORTAL OR A THIRD PARTY, AND ACE PORTAL (INCLUDING ANY OF ACE PORTAL’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT.  IN NO EVENT SHALL ACE PORTAL (INCLUDING ANY OF ACE PORTAL’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) BE RESPONSIBLE OR LIABLE FOR THE CORRECTNESS OR COMPLETENESS OF ANY MATERIAL OR INFORMATION PROVIDED ON THE SITE OR FOR ANY DAMAGE OR LOST OPPORTUNITIES RESULTING FROM USE OF THIS DATA.  YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE.

NEITHER ACE PORTAL NOR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY OTHER DAMAGES OF ANY KIND ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR INABIITY TO ACCESS, OR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF ACE PORTAL (INCLUDING ANY OF ACE PORTAL’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.  THIS LIMITATION OF LIABILITY INCLUDES, WITHOUT LIMITATION, THE TRANSMISSION OF ANY VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES WHICH MAY INFECT YOUR COMPUTER OR OTHER EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES OR OTHER CONNECTIVITY ISSUES, UNAUTHORIZED ACCESS, OR ANY FORCE MAJEURE.  ACE PORTAL (INCLUDING ANY OF ACE PORTAL’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE.

AUTHORIZED USE

Unauthorized use of the Site, including but not limited to, unauthorized entry into the Site and/or ACE Portal’s systems, misuse of passwords, screen names or any other information, is strictly prohibited.  You may not use the Site in any manner that could damage, disable, overburden, or impair any ACE Portal site (including the Site) or service or interfere with any other party’s use and enjoyment of any ACE Portal site or service.  You may not attempt to gain unauthorized access to any ACE Portal site (including the Site) or service, computer systems or networks connected to any ACE Portal site or service, through hacking, password mining or any other means.  If you are a member of the Site, you further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice.  We reserve the right to suspend or cancel your password and/or membership, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner. Notwithstanding the above, if you are a member of the Site, you are responsible for monitoring your account and should promptly report any unauthorized (e.g., if you believe someone has used your membership information to access the Site without your authorization) or suspicious activity in your account to us immediately at security@aceportal.com. ACE Portal reserves the right to terminate, at any time, any member’s membership and its (including any user’s) access to the Site, without giving notice or a reason for such termination to the member or user, as applicable. If you are an investor member of the Site, then by accessing the password-protected area of this Site, you agree to immediately notify ACE Portal if there is any change in your status as an “accredited investor” 1, a “Qualified Purchaser” 2 or a “Qualified Institutional Buyer” 3.  All members of the Site, including individuals and entities, should communicate with their legal advisors if they believe that their status as an “accredited investor”, a “Qualified Purchaser” or a “Qualified Institutional Buyer” has changed.

PROPRIETARY RIGHTS

All right, title and interest in this Site and any content contained herein is the exclusive property of ACE Portal or its affiliates, any broker-dealer member or other third party that submitted the content, as applicable, and is protected by United States copyright laws and international treaty provisions.  The Site contains the copyrighted material, trademarks and other proprietary information of ACE Portal and its licensors.  All content, trademarks, services marks, trade names, logos and icons are proprietary to ACE Portal or its affiliates, licensors or agents (including third party service providers).  Other third-party products and brand names may be trademarks or registered trademarks of their respective owners, and may not be affiliated with ACE Portal. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site without the express prior written permission of ACE Portal or such third party that may own the trademarks displayed on the Site.  Your use of the trademarks displayed on the Site, or any other content on the Site, except as expressly provided on the Site, is strictly prohibited. Copyright in the pages and in the screens of the Site, and in the information and material therein, is proprietary material owned by, or used with permission by, ACE Portal unless otherwise indicated.  The unauthorized use of any material on the Site may violate numerous statutes, regulations and laws, including, but not limited to, copyright, trademark, trade secret or patent laws. Registered users of the Site may view, download and print information and materials on this Site for personal and internal business use only, provided that all hard copies contain all copyright and other applicable notices.  All users may not reproduce, modify, copy, alter in any way, distribute, sell, resell, transmit, transfer, license, assign, create derivative works from or publish any information obtained from this Site.  All users shall not use this Site at any time for any purpose that is unlawful or prohibited and shall comply with any applicable local, state, national or international laws or regulations when using this Site. Pursuant to Section 512(c)(2) of the U.S. Copyright Law, ACE Portal designates the following agent to receive notifications of claimed infringement: General Counsel, ACE Portal, 11 Wall Street, 14th Floor, New York, New York 10005; generalcounsel@aceportal.com.

USE OF LINKS; THIRD PARTY CONTENT

The Site contains links to third party websites.  These links are provided only as a convenience.  ACE Portal (including any of ACE Portal’s affiliates, officers, directors, employees and agents) does not control these other sites or services and makes no representations or endorsements whatsoever concerning those sites or services.  The fact that ACE Portal has provided a link to a site is not an endorsement, authorization, sponsorship or affiliation with respect to such site, its owners, or its providers.  You agree that under no circumstances will you hold ACE Portal (including any of ACE Portal’s affiliates, officers, directors, employees and agents) liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites. Certain portions of the Site contain information provided by third parties, and ACE Portal (including any of ACE Portal’s affiliates, officers, directors, employees and agents) does not endorse or guarantee any such third party information for any purpose, including but not limited to accuracy, legality, appropriateness, non-infringement or fitness for any particular purpose.  You acknowledge and agree that ACE Portal (including any of ACE Portal’s affiliates, officers, directors, employees and agents) is not responsible for any third party information, products or services or third party websites accessed through the Site and does not make any representations or warranties regarding any such third party content.  Any and all postings of information, documents and/or other materials to the Site by third parties are the sole responsibility of the person(s) who originated such information, documents and/or other materials, and ACE Portal (including any of ACE Portal’s affiliates, officers, directors, employees and agents) does not control and may not monitor such content.  ACE Portal reserves the right at all times, but is under no obligation, to remove any of such third party information, documents and/or other materials on the Site.

NOT A BROKER DEALER, INVESTMENT ADVISER, REGISTERED EXCHANGE OR LEGAL OR TAX ADVISOR

NEITHER ACE PORTAL NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS PROVIDES ANY LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE.

ACE Portal (including any of ACE Portal’s affiliates, officers, directors, employees and agents) (i) is not a broker-dealer, is not registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), does not offer or sell any securities and does not engage in the execution of securities transactions through the Site or otherwise; (ii) is not a registered securities exchange under the Exchange Act; (iii) is not an investment adviser and is not registered as an investment adviser with the United States Securities and Exchange Commission or any state authority; and (iv) is not a financial or tax advisor and does not offer legal, tax, financial or investment advice to any user or member of its services.  The materials on the Site, including, without limitation, news articles, informational materials, webinars, videos, descriptions and any other information have been prepared for informational purposes only and do not constitute financial, legal, tax or any other advice.  None of the information contained in the publicly available portions of the Site constitutes an offer, recommendation or solicitation, to buy or sell any securities or the provision of any investment advice.

GOVERNING LAW; ARBITRATION

This Terms of Use shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts of laws provisions.  Unless otherwise agreed in writing by you and us, any dispute or claim relating to your relationship with ACE Portal or its affiliates and/or use of the Site shall be submitted to arbitration in New York, New York in accordance with the rules of the American Arbitration Association as the exclusive remedy for such claim or dispute.  Such arbitration must be commenced within one (1) year after the claim or cause of action arises.  Sole and exclusive jurisdiction for any action, or proceeding arising out of or related to your relationship with ACE Portal or its affiliates and/or use of the Site that is not governed by an applicable arbitration clause shall be in an appropriate state or federal court located in the County of New York, State of New York and you unconditionally waive your right to a jury trial.  If any provision in this Terms of Use is held to be invalid or unenforceable, then the remaining provisions shall continue in full force and effect.