Important Notice – Please Read Carefully
The Website Information should not be deemed as a recommendation to buy or sell securities. Palmerston cannot and does not guarantee the success of any investment strategy. Past results are not necessarily indicative of future performance. No assurance can be made that profits will be achieved or that substantial losses will not be incurred. There are significant risks associated with investment in the products described in this Website, including the risk of loss of the entire amount invested. Investment is intended for sophisticated investors who can accept the risks associated with such an investment and who have no need for immediate liquidity in their investment. Investments will be subject to strict limitations on transferability and withdrawal. There will be no secondary or public market.
The foregoing list of risk factors is not complete and reference should be made to the relevant Private Placement Memorandum. An investment may only be made after receiving and reviewing the Private Placement Memorandum, including the risk factors contained therein, and the other definitive legal documentation pertaining to such an investment. You should rely only on the Private Placement Memorandum and such other legal documentation in making any decision to invest.
The Website Information is intended solely for sophisticated investors who are (i) professional clients or eligible counterparties under the Rules of the U.K. Financial Conduct Authority ("FCA") and (ii) “qualified purchasers,” as defined under the U.S Investment Company Act 1940, as amended. The Website Information is unsuitable for any person not meeting such qualifications. All such persons should exit the Website immediately. If you are unsure as to whether or not you qualify, please contact Palmerston.
The products described on the site are defined as “Unregulated Collective Investment Schemes” (“UCIS”) and the promotion of a UCIS either within the UK or from the UK is severely restricted by statute.
Consequently, this document is only made available to professional clients and eligible counterparties as defined by the FCA and also to persons of a kind to whom the Fund may lawfully be promoted by an authorised person by virtue of Section 238(5) of the Financial Services and Markets Act 2000, the Financial Services and Markets Act 2000 (Exemption) Order 2001 and COBS 4.12.1R.
This Website has no regard to specific investment objectives, financial situation or particular needs of any person. Any opinions or estimates included herein constitute a judgment solely as of the date of publication and are subject to change without notice. Similarly, any documents or other information included or posted on this Website are subject to change, replacement or withdrawal without notice. It is the responsibility of users of this Website to ensure they are aware of the current documentation and information published on this website from time to time.
No reliance may be placed for any purpose on the information and opinions contained in this Website or their accuracy or completeness. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this Website. To the fullest extent permitted by applicable law, Palmerston expressly disclaims any and all liability whatsoever for errors and omissions in any information or materials, and for any use or interpretation by others of any information or materials, contained in or accessible through the Website.
Palmerston does not warrant that the Website will operate error free or is free from viruses, worms or other destructive or harmful code.
Please read this user agreement (the “User Agreement”) carefully before using this Website. By accessing or using the Website you are agreeing that you have read, understand and accept the terms and conditions of this User Agreement, will abide by this User Agreement, agree to the limitations herein and are legally bound by this User Agreement without limitation or qualification. If you do not agree with any provisions of the User Agreement, do not use the Website, save, reference or download anything from it. Palmerston reserves the right to change, modify, add or remove portions of this User Agreement or any content posted on the Website at any time without notice and without liability. By using the Website after we have posted changes, you are agreeing to be bound by the User Agreement as amended. We suggest that you review this User Agreement periodically for changes. At any time and for any reason Palmerston may terminate or suspend your right to use all or any portion of the Website.
Copyright and Restrictions on Use
The Website, including all design, text and pictures, is owned or licensed by Palmerston. The Website Information is protected by international intellectual property laws. The trademarks, service marks and logos used and displayed on the Website are exclusive trademarks and service marks of Palmerston. All rights not expressly granted are reserved.
No portion of the Website Information may be copied, modified, reproduced, transmitted, displayed, performed, stored, distributed, abridged, linked to or otherwise used in any way without Palmerston’s prior written consent. The Website Information may be discussed confidentially with your financial, legal or tax advisors.
You agree not to remove any notice signifying the intellectual property or other proprietary rights of Palmerston or any of its third party vendors (together with Palmerston, “we”, “us” or “our”). Except as expressly provided in this User Agreement, we do not grant any express or implied right to you under any copyright, trademark, or other intellectual property or proprietary right. All rights not expressly granted are reserved.
In accessing any part of this Website, you agree, represent and warrant that you (a) have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement; (b) have the skills and equipment necessary to access and use this Website; (c) shall not access or attempt to access any part of this Website that is addressed to any person, other than yourself, who has obtained a password from Palmerston; (d) shall not disseminate, share or transmit the information contained herein or permit any other person to access this Website who is not so authorized by Palmerston; (e) shall not use this Website in such a way that disrupts, interferes with or restricts the use of this Website by other users; (f) shall not upload, display or transmit any materials through this Website which are false, offensive, defamatory, threatening, obscene, unlawful or which infringe the rights of any other person anywhere in the world; (g) shall not reverse engineer, decompile, copy or adapt any software or other code or scripts forming part of this Website or attempt to transmit to or via this website any information that contains a virus, worm, trojan horse or other harmful or disruptive component; and (h) shall not change, modify, delete, interfere with or misuse data contained on this Website and entered by or relating to any third party user of this Website.
We take reasonable efforts to ensure that the Website is secure but we do not guarantee the security of the Website.
This Website is designed to be accessed through its principal home pages and such other pages as Palmerston may decide. If you access this Website through individual pages directly, which are not designed for this purpose, you may not see important information that is relevant to the content of this Website.
Nothing contained on the Website constitutes investment, legal, accounting or tax advice. Neither the Website Information, nor any opinion contained in the Website constitutes a solicitation or offer by Palmerston, any of its affiliates or any fund or other entity managed by any of the foregoing, to buy or sell any securities or financial instruments. You are solely responsible for decisions based on Website Information, and as consideration for access to the Website, you agree to hold Palmerston and its affiliates harmless from and against any claims of any nature whatsoever for damages arising from any decisions that you make based on such information. Palmerston makes no representations that products or services discussed on this Website are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access this Website do so at their own initiative and are responsible for compliance with any laws or regulations applicable to them.
You acknowledge that if you rely on any Website Information, you do so at your sole and exclusive risk.
THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE. NO REPRESENTATION IS BEING MADE THAT ANY INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.
The Website, including the Website Information, is produced for informational purposes only and shall not serve as the basis for any of your investment decisions. Any investment returns or estimates, forward-looking statements, forecasts or indications of past performance are for informational purposes only, may not be current and may not be indicative of future performance. Such information does not constitute an offer, solicitation or recommendation with respect to the purchase or sale of any securities, investments or other property. Any transactions referenced on this Website are included as representative transactions and are not necessarily reflective of overall performance.
All materials accessible through the Website must be considered in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, and copyright or proprietary notices. Any such disclaimers, restrictions, disclosures or notices are deemed incorporated in the portion of any Website Information that you review or download.
Despite the reasonable efforts of Palmerston to provide accurate information on the Website, Website Information may not be properly updated or corrected, even if Palmerston is aware that such information is inaccurate, outdated or otherwise inappropriate. Any dated Website Information is operative only as of the indicated date. To the extent any Website Information is contributed by a third party, Palmerston does not warrant the accuracy of any facts or information provided by, or endorse the opinions of, such you agree that you will not forward or distribute any of the Website Information to any other person or copy the Website Information in any manner whatsoever, in each case, without Palmerston‘s prior written consent. Any distribution, forwarding or copying of the Website Information, in whole or in part, without Palmerston‘s prior written consent is unauthorized and strictly prohibited.
Portions of this Website that require a password and permission to access the contents therein are intended only to be viewed by individuals so authorized. If you have been issued a password for access to non-public areas of the Website, you are solely responsible for maintaining the confidentiality and security of your password and with respect to activities that occur in connection with the use of your password. You may not disclose your password to any third party or provide any third party with access to the Website Information. Accordingly, you should take steps to protect the confidentiality of your password. Notify Palmerston immediately if you become aware of any disclosure, loss, theft or unauthorized use of your password.
Palmerston and/or its directors, officers and employees may have or have had interests or positions or traded in financial instruments that are referenced on this Website. Furthermore, such entities or persons may have or have had a relationship with or may provide or have provided corporate finance or other services to or serve or have served as directors of relevant companies. Companies in which investments are made may compete with one another.
Limitation of Liability; Indemnification
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PALMERSTON AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY WHATSOEVER FOR ERRORS AND OMISSIONS IN ANY INFORMATION OR MATERIALS, AND FOR ANY USE OR INTERPRETATION BY OTHERS OF ANY INFORMATION OR MATERIALS, CONTAINED IN OR ACCESSIBLE THROUGH THE WEBSITE.
To the fullest extent permitted by applicable law, under no circumstances will we be liable to you or any third party for any loss, damage or injury (including, without limitation, any loss, damage or injury caused, in whole or in part, by us with respect to any Website Information) in contract, tort (including, but not limited to, negligence), strict liability or otherwise.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST OPPORTUNITY, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING, AND IN ADDITION TO THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY (IF ANY) OF PALMERSTON AND ITS AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE) EXCEED $100.
You agree to indemnify, defend and hold us harmless from any loss, damage or injury (including reasonable attorneys’ fees) suffered, incurred or asserted as a result of (a) any use or misuse by you of the Website, (b) any actions related to your receipt and use of the Website Information, whether or not authorized, (c) any infringement by you of any of our intellectual property rights, (d) your breach of any of the provisions contained in this User Agreement, (e) your violation of any applicable law, legislation or of any third party’s rights and (f) claims asserted by third parties which, if proven, would place you in breach of any of the provisions contained in this User Agreement.
Some jurisdictions may provide rights in addition to those above or may not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages. Therefore, some of the above limitations may not apply to you, or there may be provisions of applicable law that supersede the above.
We make no warranties that materials on this Website are appropriate or available for use in countries other than the United Kingdom. If it is illegal or prohibited in your country of origin to access or use this Website, then you should not do so. Those who choose to access the Website from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable. The information provided in or accessible through the Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Palmerston and/or its affiliates to any registration or other requirement within such jurisdiction or country.
Miscellaneous; Termination; Governing Law; Consent to Jurisdiction
No waiver by Palmerston or any of its affiliates of any right under or term or provision of this User Agreement will be deemed a waiver of any other right, term or provision of this User Agreement at that time or a waiver of that or any other right, term or provision of this User Agreement at any other time. Palmerston may assign this User Agreement in whole or in part at any time without your consent. You may neither assign this User Agreement nor delegate any of your obligations under this User Agreement. Any portion of this User Agreement declared invalid is severable and shall not affect the validity or enforceability of the remainder of the User Agreement. This User Agreement represents the entire agreement between Palmerston and its affiliates, on the one hand, and you, on the other, relating to the subject matter hereof. Palmerston may terminate this User Agreement with or without cause at any time.
THE TERMS OF THIS USER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED KINGDOM, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. YOU AGREE THAT ANY DISPUTE OR ACTION AT LAW OR IN EQUITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE SHALL BE COMMENCED ONLY IN THE COURTS LOCATED IN LONDON, ENGLAND AND YOU HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR THE PURPOSES OF ANY SUCH DISPUTE OR ACTION.