The following terms and conditions (the “Terms”) govern your access to and use of the Ming Capital LLC (“Ming Capital”or “we” or “us”) web site located at mingcm.com including the information, data, tools, software code, illustrations, graphics, other visuals, text, products, services and other content (collectively, the “Content”) available on or through that web site (the web site and Content collectively referred to as the “Site”). By accessing the Site you accept in their entirety the Terms and you acknowledge and agree that you have read and agree to the terms and conditions of the Terms and that you have received a copy of the Terms by your viewing a web page containing a hyperlink to the web page where the Terms are displayed or otherwise. The terms “you” or “your” in these Terms refer to both you personally and any other party on whose behalf you are accessing the Site as the context requires. We may change the Terms from time to time, by posting such changes on the Site. If you do not agree with the Terms, do not visit or use the Site.
1. Disclaimer: You acknowledge that: (a) we are a global investment management firm advising private investment funds only and we are not available to provide investment advisory or similar services to any other clients; (b) under no circumstances should any information presented here be used or construed as an offer, or solicitation of any offer, or other form of invitation or inducement, to sell or buy any securities or other investments, or to provide advice regarding investments or a recommendation to purchase, sell or hold any security or other investment, or to pursue any investment style or strategy; (c) we do not give any advice or make any representations as to whether any investment, investment strategy or investment style is suitable for you or will be profitable; (d) 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on the Site, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate; (e) we may change all or any portion of the Site at any time without notice to you. You agree that we are not liable for any action you take or decision you make in reliance on any Content. ALL CONTENT AND INFORMATION AVAILABLE ON OR THROUGH THE SITE IS FOR INFORMATIONAL PURPOSES ONLY. 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 ATTORNEYS REGARDING YOUR INDIVIDUAL CIRCUMSTANCES AND NEEDS.
2. Proprietary Rights. The Site, including the look and feel, design and organization of the Site and the compilation of the Content (each of which, for the avoidance of doubt, are included in the term the “Site”) is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Ming Capital, its affiliates and/or third parties. Your use of the Site does not grant to you ownership of anything you may access on the Site.
3. Limited License. You may access and view the content of the Site on your computer or another internet compatible device, and make limited copies of limited excerpts of the Content on the Site for your personal and non-commercial use only. You may only discuss the information that you learn from the Site with your financial advisors, accountants or attorneys, and others with whom you evaluate investment decisions. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any transaction or any materials of any kind (including opinions or other tax analyses) that are provided to the you via the Site relating to such tax treatment and tax structure, it being understood that “tax treatment” and “tax structure” do not include the name or the identifying information of Ming Capital or its affiliates.
4. Prohibited Use. Any commercial use or distribution, publishing or exploitation of the Site or of anything on the Site is strictly prohibited unless you have received the express written prior permission of Ming Capital and the applicable rights holder. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site. You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.
5. Trademarks. The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on the Site or on content available through the Site, including Ming Capital, www.mingcm.com and other indicia of Ming Capital and its products and/or services, are registered and unregistered Trademarks of ours and others and may not be used in violation of applicable rights. Nothing contained on the Site should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any Trademark displayed on the Site without the express prior written permission of Ming Capital and the applicable rights holder.
6. Security. You are solely responsible for the security of your computer system, including, using and maintaining appropriate anti-virus, firewall, and backup software. Ming Capital disclaims any responsibility or liability for any problem with your computer systems, including any Virus (as defined below) that your computer systems receive as a result of your use of the Site. “Virus” means: (i) program code or programming instruction or set of instructions that disrupt, disable, harm, interfere with, otherwise adversely affect or without authorization access or delete computer programs, data files or operations; or (ii) other code typically described as a virus or by similar terms, including Trojan horse, worm or backdoor.
7. Monitoring, Reporting, and Other Actions. We may monitor and record activity on the Site for any reason or for no reason. We may investigate any complaint or reported a violation of our policies. We may report any activity that we suspect may violate law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate without notice. We may issue warnings, suspend or terminate the use of the Site, deny access to all or part of the Site or take any other action that we deem appropriate without notice. We have the right to terminate, change, suspend, impose limits on or discontinue any aspect of the Site or the Site's services, or your access to or use thereof, at any time, and for any reason or no reason without notice.
8. Protection of your Personal Information. The personal information you provide to Ming Capital when applying for a position (e.g., resume, certificates, test scores) will be processed exclusively for recruiting and employment purposes. Please do not send sensitive data, as may be defined by your country’s laws (e.g., personal information regarding race, ethnic origin, religion, sexual orientation, political opinions, etc.). The personal information collected for recruiting purposes will be transferred to our U.S. headquarters and may be shared with our affiliates as permitted by law. Companies that are not related to Ming Capital that perform services on our behalf, such as a third party that process application information, may have access to your information. When this occurs, Ming Capital requires the companies to treat your information confidentially. You can have general access to this Site and browse pages without providing personal information about yourself. Ming Capital may record when you log-on to the Site and the pages you visit. Ming Capital does not disclose any personal information relating to your activities on the Site, other than to our affiliates, except as permitted by law. Companies that are not related to Ming Capital that perform services on our behalf, such as a third party that hosts our Site, may have access to your information relating to your activities on the Site. When this occurs, Ming Capital requires the companies to treat your information confidentially. Ming Capital does not share any information concerning you or your website usage with third-party tracking services and does not respond to "do not track" signals.
• ‘Session based’ cookie. This is essential for parts of the Site to operate and has already been set. It is used to maintain the state of a user’s actions so as not to constantly request the same information from them within a ‘session’.
• ‘Remember me’ cookie. This is a permanent cookie that can remember who you are once you have logged into the Site so you are not asked to log in again for future visits.
10. Prohibited Conduct. You warrant and agree that, while accessing or using the Site, you shall not: (a) obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Site through any means, including through means not intentionally made publicly available or provided for through the Site; (b) engage in spidering, “screen scraping,” “database scraping,” or any other automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users or other information from or through the Site, including any information residing on any server or database connected to the Site; (c) use the Site in any manner that could interrupt, damage, disable, overburden or impair the Site or interfere with any other party's use and enjoyment of the Site, including sending mass unsolicited messages or “flooding” servers with requests; (d) use the Site in violation of Ming Capital's or any third party's intellectual property or other proprietary or legal rights; (e) use the Site in violation of any applicable law or the Terms; (f) attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or its services; or (g) delete any Content on the Site.
11. Linking to the Site. You agree not to link directly to any image, graphic, text or other Content on the Site, such as using an “in-line” linking method to cause the Content to be displayed on another web site unless expressly permitted by us in writing. You agree not to download or use images hosted on this Site for any purpose, including posting such images on another web site, unless expressly permitted by us in writing. You agree not to link from any other web site to this Site in any manner such that the Site, or any page of the Site, is “framed,” surrounded or obfuscated by any third-party content, materials, advertising or branding. We may require that any link to the Site be discontinued, and/or revoke your right and ability to link to the Site from any web site at any time.
12. Third-Party Web Sites. If there are any links from the Site to third-party web sites or any third party web sites link to the Site (“Linked Sites”), such links do not constitute an endorsement or sponsorship by us of such sites or any of the contents of Linked Sites and we have no responsibility whatsoever for anything on Linked Sites. Any use of or reliance on a Linked Site is done at your own risk and you assume all responsibilities and consequences resulting from such use or reliance.
13. DISCLAIMER OF WARRANTIES. THE SITE IS PROVIDED “AS IS,” “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES. WE DO NOT WARRANT THAT THE SITE WILL BE TIMELY, SECURE, UNINTERRUPTED, COMPLETE OR ERROR-FREE OR WILL MEET USERS' REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED. NO RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. MING CAPITALALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, AUDIO OR OTHER CONTENT FROM THE SITE.
14. LIMITATION OF LIABILITY. IN NO EVENT WHATSOEVER SHALL WE, OUR AFFILIATES, OUR CLIENTS OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS OR LICENSORS (ALL THE FOREGOING COLLECTIVELY, THE “PROTECTED PERSONS”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING LOST BUSINESS, SALES, SAVINGS OR PROFIT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE), IN EACH CASE, ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, YOUR ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, EVEN IF SUCH PROTECTED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE TO SURVIVE AND REMAIN IN FORCE NOTWITHSTANDING ANY REMEDY’S FAILURE OF ITS ESSENTIAL PURPOSE.
15. Indemnification. You agree to indemnify, defend and hold harmless the Protected Persons 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: (a) your use of the Site; (b) your breach of the Terms; (c) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights; or (d) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in the Terms.
16. Location of Your Access to the Site. We control and operate the Site from our offices in the United States of America and any access or use of the Site by you will be deemed to be at our offices in the United States. We do not represent that the Site is appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
17. Contacting the Site. If you have any questions relating to the Site, or if you would like to submit a complaint or other report to us, please contact us at firstname.lastname@example.org.
18. Arbitration. You and Ming Capital agree that any dispute that arises between us that we cannot resolve informally we will submit to binding arbitration pursuant to the rules of the American Arbitration Association in the Borough of Manhattan, New York State. Regarding the resolution of any dispute, you understand that:
a. Arbitration is final and binding. By agreeing to arbitration, you waive your right to resolve disputes in court, including the right to a jury trial. Arbitration is different from a court proceeding and is generally more limited. The arbitrator’s decision is not required to include factual findings or legal reasoning. Your right to appeal or seek to modify the arbitrator’s rulings is strictly limited.
b. Any questions about the nature of our relationship or the law surrounding this relationship will be governed by New York State law without giving effect to conflicts of law principles.
19. Miscellaneous. By using the Site, you represent and warrant that you agree to abide by and that you are fully able and capable of complying with all of the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms. The parties’ respective representations, warranties, obligations, rights, and remedies herein shall be deemed cumulative, and any party’s exercise of any one of such party’s rights or remedies shall not preclude such party’s exercise of any other right or remedy then available to it (whether hereunder, another written, signed contract or at law or in equity). Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Protected Persons are intended third-party beneficiaries of the Terms. Nothing in the Terms, express or implied, is intended to or shall confer upon any other person other than the foregoing any rights, benefits or remedies of any nature whatsoever. Without limiting the generality of the foregoing, no provision herein shall be for the benefit of or enforceable by any creditor of any party hereto. You may not assign the Terms or delegate any of your obligations under the Terms. Any purported assignment of the Terms in violation hereof is void. The Terms constitute the entire understanding, and supersedes all other understandings, between you and Ming Capital concerning the subject matter hereof. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. As used in the Terms, unless the context otherwise requires, (i) words in the singular number or in the plural number shall each include the singular number and the plural number, (ii) the use of any gender shall include all genders, (iii) “including” (and any of its derivative forms, e.g. “includes”) means including but not limited to, (iv) “will”, “should” and “shall” are expressions of command, not merely expressions of future intent or expectation.
Ming Capital Website Terms Version 10-21-2015