2. PURPOSE OF THE SITE
The Site is intended to provide an overview of Ironwood and its products, and is for general information purposes only. The Site is not intended to provide investing, accounting, tax or legal advice. You should consult your own investment, legal and/or tax professionals regarding your specific situation.
Ironwood makes no representations that materials at this Site are appropriate for use in all locations, or that transactions, securities products, instruments or services discussed at this Site are available or appropriate for sale or use in all jurisdictions, or by all investors or counterparties. Those who access this site do so on their own initiative, and are responsible for compliance with applicable local laws or regulations.
Under no circumstances should any material at this Site be used or considered as an offer to sell or a solicitation of any offer to buy securities, any other instruments or interests of any Fund (described below), whether or not sponsored or managed by Ironwood. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE PROSPECTUS OR EXPLANATORY MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INDIVIDUALS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS THAT ARE DETERMINED FROM TIME TO TIME BY IRONWOOD IN ITS SOLE AND ABSOLUTE DISCRETION.
While Ironwood uses reasonable efforts to obtain information from reliable sources, Ironwood makes no representations or warranties as to the accuracy, reliability or completeness of any information or document at this Site. Opinions and any other contents at this Site are subject to change without notice. Ironwood is not utilizing this Site to provide investment or other advice to you or any other party, and no information or material at this Site is to be relied upon for the purpose of making or communicating investment or other decisions.
All materials at this site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures and any copyright or proprietary notices. Any disclaimers, restrictions, disclosure or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.
3. SUMMARY OF RISK FACTORS
Investments in hedge funds and other investment funds, including those managed by Ironwood and such funds' investments in any other funds (collectively, the "Funds"), are speculative and involve a high degree of risk and are intended only for experienced and sophisticated investors. There are unique risks involved when investing in a particular Fund. You should carefully review each Fund's offering materials and related information for specific risk and other information before investing. This Site does not list, and does not purport to list, the risk factors associated with an investment in any of the Funds.
However, investment in any Fund may generally involve the following risks:
- The Funds are speculative and involve a substantial degree of risk.
- Past results of any Fund are not necessarily indicative of future performance, and a Fund’s performance may be volatile.
- The Funds may use leverage.
- An investor could lose all or a substantial amount of his or her investment.
- There is no secondary market for an investors’ interest in a Fund, and none is expected to develop.
- There may be restrictions on transferring interests in a Fund.
- Each Fund’s fees and expenses will offset such Fund’s trading profits.
- The Funds are not required to provide periodic pricing or valuation information to investors with respect to individual investments.
- The Funds are not subject to the same regulatory requirements as mutual funds.
- A portion of the trades executed for the Funds may take place on foreign markets.
- Ironwood is subject to conflicts of interest.
4. USER IDENTIFICATION CODES AND PASSWORDS
Portions of the Site are password-protected and are accessible only to users who have been issued passwords by an authorized representative of Ironwood and who meet the applicable investor suitability, experience and sophistication requirements. Passwords are issued only to current investors in a privately offered investment fund sponsored or managed by Ironwood, or to prospective investors who are eligible to receive an Explanatory Memorandum for one or more of those investment funds. Password-protected portions of the Site may contain performance information for the private investment funds sponsored or managed by Ironwood. Users of the password-protected portion of the Site acknowledge that past performance is not necessarily indicative of future results. Do not enter the password-protected portion of the Site through use of your User I.D. and password unless the terms and conditions of this Agreement are acceptable to you. You may not obtain or attempt to obtain unauthorized access to such parts of our Site, or to any other protected materials or information, through any means not intentionally made available by Ironwood for your specific use. If you are issued a password, you agree that you will treat and maintain protected information confidentially and will not permit others to sign onto the Site through the use of the User I.D. and Password assigned to you. You accept full responsibility for any use of your Password, and will notify us immediately of any actual or suspected unauthorized use of your Password. The User I.D. and Password are personal for your use only, and any violation of the terms of this Agreement shall permit Ironwood to immediately suspend or terminate your further access to the Site.
5. CONFIDENTIALITY, INTELLECTUAL PROPERTY RIGHTS
Ironwood owns and maintains this Site. The images, text, information, software, code, material, trademarks, trade names, logos and service marks displayed at this Site (collectively, the "Content") are the intellectual property of Ironwood. Nothing at this Site shall be construed as granting by implication, estoppel or otherwise any license or right to use any of the Content of the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material at this Site to you. Anything that you transmit to this Site becomes the property of Ironwood, may be used by Ironwood for any lawful purpose, and is further subject to disclosure as deemed appropriate by Ironwood including to any legal or regulatory authority to which Ironwood is subject. Ironwood reserves all rights with respect to copyrights, service mark and trademark ownership of all Content at this Site and will enforce such rights to the full extent of the law.
Unless information contained on the Site is otherwise public information, all Content contained on the Site is considered to be confidential information (including the Site's features, functions, options, tools, capabilities, format and layout, etc.), and you agree not to copy, republish or redistribute any of the Content or disclose the same to any third parties unless and only to the extent Ironwood has given you written permission to do so.
The Site is operated by Ironwood on an "AS IS," "AS AVAILABLE" basis, without representations or warranties of any kind. IRONWOOD DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIS SITE AND ITS CONTENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, Ironwood does not represent or warrant that the Content on the Site is accurate, reliable, complete or current or that the Site will operate without interruption or error. Ironwood makes reasonable efforts to avoid technological problems, but at any time the Site may have and may cause problems, such as viruses or other harmful components. Ironwood shall not be liable for any action you take or any decision you make in reliance on the Site. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
You acknowledge that you are aware that by using this Site you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.
7. LIMITATION OF LIABILITY
Under no circumstances, shall Ironwood and its affiliates or any of their employees, directors, officers, agents, vendors or suppliers be liable for any direct or indirect losses or damages arising out of or in connection with the use of or inability to use the Site. This is a comprehensive limitation of liability that applies to all losses and damages of any kind (whether general, special, consequential, incidental, exemplary or otherwise, including, without limitation, loss of data, income or profits), whether by statute, law or in contract, negligence or other tortious action, even if an authorized representative of Ironwood or its affiliates has been advised or should have known of the possibility of such damages. Applicable law may not allow the limitation of liability set forth above, so this limitation of liability may not apply to you. In no event shall the total liability of Ironwood or any of its affiliates for any and all damages and causes of action exceed the amount paid by you, if any, for the use of this Site.
8. NO ENDORSEMENTS
References on the Site to any names, marks, products or services of third parties or hypertext links to third party sites or information do not constitute or imply an endorsement, sponsorship, or recommendation of the third party, information, product or service by Ironwood. Ironwood and its affiliates do not endorse or make any warranties or representations about any site you may access through the Site. Any links to other sites are provided for convenience only. If you access any third party web site through the Site or otherwise, you do so at your own risk.
9. MONITORING THE SITE
Ironwood reserves the right to monitor and record activity on the Site at its sole discretion, and may report any activity that it suspects may violate any law or regulation as it deems appropriate.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A., excluding its conflicts of law principles.