Website Terms of Use

Last Updated: October 1, 2015

AGREEMENT TO TERMS OF USE

Please read the following terms and conditions ("Terms of Use") before using this website (the "Website") offered by Jasper Ridge Partners, L.P., a Delaware limited partnership, and its affiliates (collectively, the "Firm"). Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and the Firm. You should read this agreement carefully. By checking the box to note your review and acceptance of these Terms of Use (which is required upon initial access and may be required periodically thereafter), you confirm your understanding of, and agreement to be bound by, all of the terms of these Terms of Use, including without limitation the eligibility criteria set forth below. If you do not understand, or if you do not agree to be bound by, any term of this agreement, you should not indicate your acceptance of these Terms of Use by checking the box (or any other means of acceptance presented on the Website), in which case you will not be able to use this Website. Thereafter, by continuing to access and use the Website, you accept these without qualification these Terms of Use (as may be amended from time to time).

ELIGIBILITY

The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Website is not available to persons under age 18. Furthermore, the information within the Website is issued by the Firm to sophisticated investors, each of which is both an “Accredited Investor” as defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended, and a “Qualified Purchaser” as defined under Section 2(a)(51) of the Investment Company Act of 1940, as amended. The information within this site is unsuitable for any other party, who should exit the Website immediately. If you are unsure as to whether or not you qualify, please contact the Firm. By accessing and using this Website, each user represents and warrants to the Firm that such user meets each of the criteria specified above, including meeting the criteria required for Accredited Investors and Qualified Purchasers.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Website is for your personal and non-commercial use. The Firm grants you a non-exclusive, non-transferable and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Website, except as permitted by these Terms of Use. You may not link other websites to the Website without the Firm's prior written permission. You may print one hard copy of the information and download one temporary copy of the information into one single computer's memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact. All information on the non-public (i.e., password-restricted) areas of the Website is confidential and private and you may not disclose or distribute such information to any other person for any purpose and is made available solely for your personal use in connection with your investment activities.

The Firm or its service provider will provide clients or potential clients with credentials to access an account specific to such party ("User Account"). The User Account credentials, including password, will be required to access your User Account. The Firm has physical, electronic and procedural safeguards to guard clients' non-public personal information. You are responsible for safeguarding your password and other User Account information. You may not allow others to use your user name or password to access or use any part of the Website. If your password has been compromised for any reason, you should contact the Firm immediately for a new password. If you provide your password to any third party, you will be solely responsible for any actions taken by such third party using your password.

You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of the Firm. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website, or bypass any measures that we may use to prevent or restrict access to the Website. Any rights not expressly granted herein are reserved.

NO SECURITIES OFFERING

The information on the Website is intended to facilitate secure communication between the Firm and its clients and to enable clients to understand the nature of the Firm's financial advisory services. It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities, except as may be specifically stated to the contrary by the Firm. The information in the Website should not be construed as the Firm's endorsement, recommendation or sponsorship of any company or security. Third party valuations and data provided by the Firm through the Website for reporting purposes have not been independently verified by the Firm, and the Firm is not responsible for incorrect data or valuations it receives from such third parties. You should evaluate the information made available through the Website, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information.

Certain Information on the Website mat relate to one or more pooled investment funds managed by the Firm (the “Funds”). You confirm your understanding that such information is a summary only of the terms, regulatory and tax positions, and/or other information applicable to each Fund, and is qualified in its entirety by the relevant Fund’s offering documents and partnership agreement or other governing agreement. A subscription to invest in any Fund should only be made having fully read such documents. There are significant risks associated with investment in the Funds outlined in the Website. Investments will be subject to strict limitations on transferability and withdrawal. There will be no secondary or public market for such investments. Investment is intended for sophisticated investors who qualify as both “Accredited Investors” (as defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended) and “Qualified Purchasers” (as defined under Section 2(a)(51) of the Investment Company Act of 1940, as amended) and who can accept the risks associated with such an investment including a substantial or complete loss of their investment and who have no need for immediate liquidity in their investment. No offer will be made to any potential purchaser until such status is confirmed.

The Firm's services are designed to integrate with the services provided by its clients' other financial, legal and tax advisers, not to replace their services. The Firm advises its clients from time to time on non-investment related matters, but clients must rely on their other professional advisers for final approval and/or implementation of non-investment matters.

ADVICE MAY DIFFER

You understand and agree that we act as an investment adviser for numerous clients and will continue to do so. We and our personnel may make recommendations and take action for various clients that may differ from the recommendations we give to you or the action we take on your behalf. In addition, our personnel may take actions for their own accounts based on their own investment situations that differ from the recommendations we give you or actions we take on your behalf.

FORWARD LOOKING STATEMENTS

Certain of the Content displayed on the Website may contain “forward-looking statements”, which can be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, or “believe” or the negatives thereof or other variations thereon or comparable terminology. You confirm your understanding that, due to various risks and uncertainties, including as a result of changes in facts, assumptions not being realized or other risks, uncertainties and factors, actual events and results may differ materially from those reflected or contemplated in the Content.

POTENTIAL CLIENTS / INVESTORS

You acknowledge that any of your requests for information are unsolicited and any information shall neither constitute nor be construed as investment advice from the Firm to you or to form an investment advisory relationship, or any other client relationship between you and the Firm or any of its affiliates or employees. The Firm strongly recommends that you seek outside advice from a qualified securities professional. The Firm does not guarantee the suitability or potential value of any particular investment or information source. The Firm may now or in the future, whether on its own behalf or on behalf of one or more of its clients, invest in or otherwise hold an interest in various investments that may be discussed on the Website.

PAST PERFORMANCE IS NOT COMPARABLE

Past performance does not indicate future returns. The performance results that may be presented on this Website may not have been compiled, reviewed or audited by an independent accountant. Results for the current year are based on the internal books and records of each fund and are subject to adjustment when that fund's financial statements for the current year are audited.

Market indices and benchmarks may be included within various reports, proposals, and other materials presented on or delivered through the Website for comparative purposes, but only as examples of general market performance. Unlike these indices and benchmarks, results for individual investments and portfolios displayed on the website may contain options (including covered and uncovered puts and calls) and other derivative securities, futures and other commodity interests and currencies, and may include short sales of securities, margin trading, securities of smaller capitalization companies and types of securities that are different than those reflected in these indices and benchmarks, and is not as diversified as these indices and benchmarks. Due to the differences between the composition of a client’s portfolio and these indices and benchmarks, the Firm cautions investors and potential clients that no such index or other benchmark is directly comparable to any investment managed by the Firm. Reports, proposals, and other materials presented on or delivered through the Website may contain additional notes, cautions and disclaimers applicable to such materials.

TRUTHFUL INFORMATION

As a condition to your use of the Website, you represent and warrant to, and agree with, the Firm that, all of the information that you provide shall be truthful, accurate and complete.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY THE FIRM OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

THE FIRM AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.

THE FIRM AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE FIRM AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL THE FIRM AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE FIRM OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE FIRM AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.

OWNERSHIP OF CONTENT

The Website and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software ("Content"), are the property of the Firm or its licensors and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Website are proprietary to the Firm, including all registered and unregistered trademarks and service marks of the Firm. If the Website includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by the Firm or any third party, without the Firm's express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of the Firm's copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of the Firm.

PRIVACY

The Firm values its clients and respects their privacy. Therefore, we do not sell or rent to third parties information you provide us via the Website. As described herein, we do collect certain information in an effort to improve our clients’ use of this Website. The Firm recognizes that it must maintain and use client information responsibly.

Like most websites, the Website may use technologies such as cookies, web log files, or related technologies to track trends and site usage (including without limitation user page views, which documents and pages are accessed, your IP address, access URL, browser type, and time stamps of user actions), improve the quality of our service, and customize your experience on the Website. Please note that if you decline to allow cookies in your browser, some or all of our features or services may not function properly. Any information collected through the Website may also be used to identify User Accounts that are using the Website for activity that is deemed in conflict with our Terms of Use.

In addition, as part of your registering for the Website, you may be asked to provide personal information. As used herein, the term “personal information” means information that specifically identifies an individual (such as a name, telephone number, e-mail address, mailing address, date of birth), or information about that individual that is directly linked to personally identifiable information. Our use of clients’ personal information is governed by the Firm’s Privacy Policy, which is distributed to clients annually and is available upon request. As further described in the Privacy Policy, we will only share personal information with third parties to carry out your instructions or to provide services to you, or as necessary to enforce any agreement between the Firm and a Website user, including without limitation our Website Terms of Use, any Investment Management Agreement, Fund limited partnership agreement or other governing document, or to protect the rights, property, or personal safety of the Firm and its clients. For example, we may transmit personal information to one or more third parties providing services to the Firm or to one or more clients. Such parties are bound by confidentiality agreements limiting the use of your information.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Website, you represent and warrant to, and agree with, the Firm that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication, data provider, or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of the Firm or that the Firm endorses, recommends or approves the services or products of such companies.

LINKS TO THIRD PARTY WEBSITES

The Website may contain hyperlinks to websites operated by parties other than the Firm, which the Firm may not have screened or reviewed and which may contain inaccurate material, products or services. Although the related Content has been obtained from, or is based on, sources believed by the Firm to be reliable, the Firm does not control such websites, and the Firm assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. The Firm's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

MODIFICATION AND MONITORING OF WEBSITE

The Firm may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We will generally provide notice to you, through this Website, of material changes to these Terms of Use. In addition, we suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If you use the Website after we post changes to these Terms of Use, your continued use will constitute acceptance of the changed Terms of Use. The Firm expressly reserves the right to monitor any and all use of the Website for compliance with these Terms of Use.

TERMINATION AND CANCELLATION

The Firm may modify or terminate the Website and terminate your access to the Website, without notice at any time and for any reason. Further, if we believe, in our sole discretion, that a violation of these Terms of Use has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms of Use. We may seek to gather information from a user who is suspected of violating these Terms of Use (or from any other user) and you agree to provide us with such information. Any suspension, termination, or cancellation shall not affect your obligations to the Firm under these Terms of Use (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless the Firm, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Website or any product or service related thereto, or any of your other acts or omissions.

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, the Firm controls and operates the Website from its offices within the State of Texas, United States of America.

The Firm does not claim that materials in the Website are appropriate or available for use in locations other than the United States of America. If you choose to access the Website from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

These Terms of Use are governed by the laws of the State of Illinois, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City of Fort Worth, Texas which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and the Firm as a result of these Terms of Use or use of the Website. The Firm may assign this Agreement or any rights hereunder without your consent.

The Firm's performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of the Firm's right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by the Firm with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Website after accessing the Website, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation (whether for yourself an entity on whose behalf you access the Website), (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the Firm may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and the Firm with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Firm with respect to the Website.

You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.