Last updated January 30, 2017.
1. Acceptance of Terms.
2. Use of the Information.
- By using this website (the “Site”) in any way, including by using, transmitting, or uploading any information, data, documents, including any and all investment performance-related information or data (collectively “Information”), you agree to be bound by these Terms.
- The Site is provided for the convenience of registered investment managers (“Users”) to provide Information to Townsend for the purposes authorized by these Terms. By using the Site, you represent that you are a User properly authorized by Townsend to provide Information via the Site.
- Please note that Townsend may change the Terms from time to time at its sole discretion. When such changes are made, Townsend will make a new copy of the Terms available on the Site. Townsend reserves the right to amend and update the Terms without notice to you. Your continued use of the Site, including the treatment of all Information submitted to Townsend via the Site, is subject to the most current version of the Terms posted on the Site at the time of such use. Please check the Site regularly to new the current Terms.
By providing Information to Townsend via the Site, you grant Townsend a nonexclusive license to use the submitted Information in the following ways:
- to create performance reports for clients of Townsend,
- to provide investment and other advice to clients of Townsend,
- to create indexes to compare manager performance, and
- for analysis related to Townsend’s business. Except for the license and other rights granted by you to Townsend under these Terms, you retain all ownership and other rights in the Information.
4. User Conduct. You agree not to use, or to encourage or permit others to use, the Site to:
- Townsend reserves all intellectual property and other proprietary rights in the Site and in any materials generated by Townsend using the Information as permitted by these Terms.
- The trademarks, logos, and service marks displayed on the Site (the “Marks”) are the property of Townsend or third parties. You are not permitted to use the Marks without the prior, express consent of Townsend or the third party that owns the applicable Marks.
5. Townsend Rights.
- Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity;
- Access or use the Site in any manner that could damage, disable, overburden or impair any Townsend server or networks connected to any Townsend server; or
- Disrupt or interfere with the security of, or otherwise cause harm to, the Site or accounts, passwords, servers or networks connected to or accessible through the Site or any affiliated or linked sites or introduce any virus, malware or code intended to do any of the foregoing.
Townsend may, in its sole discretion,
- choose not to use Information you provide via the Site,
- terminate your status as a User at any time or
- discontinue the Site.
Except to the extent prohibited by applicable Law, Townsend is entitled to disclose any Information or data about you in Townsend’s possession in connection with your use of the Site to
- comply with applicable law, legal process or governmental request;
- enforce the Terms;
- protect the rights, property or personal safety of Townsend, its Users or the public, and law enforcement or other government officials, as Townsend in its sole discretion believes to be necessary or appropriate.
- Townsend may at any time and from time to time modify or discontinue, temporarily or permanently, the Site or any portion thereof, with or without notice to you. You agree that Townsend shall not be liable to you for any modification, suspension or discontinuance of the Site.
Except for the license granted to Townsend with respect to the Information, which shall survive termination, the Terms will continue to apply until terminated by you or Townsend as set forth herein. Townsend may at any time terminate this agreement with you if:
- you have breached any provision of the Terms, or otherwise indicate via your acts an intent not to comply or inability to comply with the Terms;
- Townsend is required to do so by any applicable law;
- Townsend has elected to discontinue the Site or any portion thereof.
- You agree that all terminations for cause shall be made at Townsend’s sole discretion and that Townsend shall not be liable to you or any third party for any termination of your access to the Site or any portion thereof.
9. Limitation of Liability.
THIS SITE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. WITHOUT LIMITING THE FOREGOING, TOWNSEND MAKES NO WARRANTY THAT
- THE SITE OR ANY PART THEREOF WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;
- THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY PART THEREOF WILL BE EFFECTIVE, ACCURATE OR RELIABLE;
- THE QUALITY OF THE SITE OR ANY PART THEREOF WILL MEET YOUR EXPECTATIONS; OR THAT
- ANY ERRORS OR DEFECTS IN THE SITE OR ANY PART THEREOF WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOWNSEND OR THROUGH OR FROM USE OF THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- TOWNSEND MAKES NO REPRESENTATIONS OR WARRANTIES THAT IT WILL USE THE INFORMATION.
10. Dispute Resolution.
- IN NO EVENT WILL TOWNSEND, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, OR CLIENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT FORESEEABLE OR WHETHER TOWNSEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- All matters relating to your access to, or use of, the Site, including any use by Townsend of Information submitted via the Site, shall be governed by the Laws of the State of Ohio, without regard to conflict of laws principles. You agree that any claim or dispute you may have against Townsend must be resolved by a court located in Cuyahoga County, Ohio, except as otherwise agreed by and between the parties. You agree to submit to the personal jurisdiction of the courts located in Cuyahoga County, Ohio for the purpose of litigating such claims or disputes.
- Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Site or any part thereof in violation of the Terms you agree that Townsend shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
Any notice provided to Townsend pursuant to the Terms should be sent to:
Townsend Holdings LLC
d/b/a The Townsend Group
Attn: General Counsel
1660 W. Second Street
Cleveland, Ohio 44113
- These Terms constitute the entire agreement between Townsend and you with respect to your access to or use of the Site and submission of Information to Townsend and supersede any prior agreements between you and Townsend with respect to such subject matter.
- If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
- Any failure by Townsend to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.