Terms of Use

AGREEMENT TO TERMS OF USE

Please read the following terms and conditions (“Terms of Use”) before using the Palo Alto Investors, LLC (“PAI”) website (the “Site”). Your access to and use of the Site is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and PAI. The Site 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 Site is not available to children (persons under the age of 18). By accessing and using the Site, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Site immediately.


PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Site is for your personal and non-commercial use, and PAI grants you a non-exclusive, non-transferable and limited personal license to access and use the Site, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Site. You may not link other websites to the Site without the prior written permission of PAI. You may print one hardcopy 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. You may not allow others to use your user name or password to access or use any part of the Site. If your password has been compromised for any reason, you should contact PAI 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. All information on the non-public (i.e., password-restricted) areas of the Site is confidential and private and may not be disclosed or distributed by you to any other person for any purpose and is made available solely for your personal use in connection with your investment activities. You are prohibited from using the Site to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Site for any purpose without the prior written permission of PAI. 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 Site or any activities conducted on the Site, or bypass any measures we may use to prevent or restrict access to the Site. Any rights not expressly granted herein are reserved.


NO SECURITIES OFFERING OR INVESTMENT ADVICE

The funds advised by PAI are not offered through the Site. An offer regarding any such fund may be made only after you have received a Confidential Offering Circular or Private Offering Memorandum concerning that fund and have had the opportunity to discuss all matters concerning any prospective investment that you desire. The Site does not provide all information material to an investor’s decision to invest in any such fund, including, but not limited to, risk factors. For more information, please refer to a fund’s Confidential Offering Circular or Private Offering Memorandum and read it carefully before you invest.

The information on the Site is intended to enable investors to understand the nature of PAI’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. The information in the Site should not be construed as any endorsement, recommendation or sponsorship of any company or security by PAI. There are inherent risks in relying on, using or retrieving any information found on the Site, and PAI urges you to make sure you understand these risks before relying on, using or retrieving any information on the Site. You should evaluate the information made available through the Site, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information.

PAI’s services are designed to integrate with the services provided by its clients’ other financial, legal and tax advisers, not to replace their services. PAI 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.

You acknowledge that any requests for information are unsolicited and any information provided shall neither constitute nor be construed as investment advice by PAI to you or constitute the formation of an investment advisory relationship, or any other client relationship. It is strongly recommended that you seek outside advice from a qualified securities professional. PAI does not guarantee the suitability or potential value of any particular investment or information source. PAI may invest or otherwise hold an interest in companies or securities that may be discussed on the Site.


PAST PERFORMANCE IS NOT COMPARABLE

The performance data presented in the Site reflect the reinvestment of dividends and other earnings, and net figures reflect the deduction of expenses, management fees and incentive fees and allocations.

PAI believes that the performance shown in the Site was generated with an investment philosophy and methodology similar to that described in the funds’ respective Confidential Offering Circulars and Private Offering Memoranda, which it would expect to use in the future. Future investments, however, will be made under different economic conditions and in different securities and may be made using different investment strategies than were used during the times discussed herein. Furthermore, the performance discussed herein reflects investment of limited funds for a limited period of time and does not reflect performance in different economic or market cycles. It should not be assumed that any fund advised by PAI will experience returns, if any, comparable to those described herein. Past performance is not indicative of future returns. The performance results have not 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.

PAI believes that the comparison of each fund’s performance to any single market index is inappropriate. These indices are provided for comparative purposes, but only as examples of general market performance. Unlike these indices, each fund’s portfolio may contain options (including covered and uncovered puts and calls) and other derivative securities, may include short sales of securities, margin trading and securities of smaller capitalization companies than those reflected in these indices, and is not as diversified as these indices. Due to the differences between the composition of a fund’s portfolio and these indices, PAI cautions potential investors that no such index is directly comparable to any fund


TRUTHFUL INFORMATION

As a condition to your use of the Site, you represent and warrant to, and agree with PAI 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 PAI OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

PAI 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.

PAI AND/OR ITS RESPECTIVE 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. PAI 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 PAI AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES 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 PAI 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.

PAI 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 Site 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 PAI or the Administrator 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 Site are proprietary to PAI or the Administrator, including all registered and unregistered trademarks and service marks of PAI and the Administrator. If the Site 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 PAI, the Administrator or any third party, without the express written permission of PAI, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any PAI 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 PAI.


PRIVACY

To the extent that PAI collects any information from users of the Site, the collection and use of such information is governed by the Website Privacy Policy of PAI, which you should read prior to providing any information to PAI.


NO UNLAWFUL OR PROHIBITED USE

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


REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company in the Site 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 PAI or that PAI endorses, recommends or approves the services or products of such companies. News stories reflect only the author’s opinion and not necessarily that of PAI.


LINKS TO THIRD PARTY WEBSITES

The Site may contain hyperlinks to websites operated by parties other than PAI, which may not have been screened or reviewed by PAI and which may contain inaccurate, inappropriate or offensive material, products or services. PAI does not control such websites, and PAI assumes no responsibility or liability with regard to the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. PAI’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

PAI reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time without notice to you. 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 the homepage of the Site. If you use the Site after we post changes to these Terms of Use, you accept the changed Terms of Use. PAI expressly reserves the right to monitor any and all use of the Site.


TERMINATION AND CANCELLATION

PAI reserves the right to modify or terminate the Site and to terminate your access to the Site, without notice at any time and for any reason.


INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless PAI, its parents, subsidiaries and affiliates, and their officers, directors, 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 Website Privacy Policy, your use of the Site or any product or service related thereto, or any of your other acts or omissions.


JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, PAI controls and operates the Site from its offices within the State of California, United States of America.

  • PAI does not claim that materials in the Site are appropriate or available for use in locations other than California. If you choose to access the Site from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.
  • Software from the Site is further subject to United States export controls. Software from the Site may not be downloaded or otherwise exported or re-exported outside the United States. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

These Terms of Use are governed by the laws of the State of California, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in Santa Clara County, California, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Site or any product or service related thereto. Use of the Site 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 PAI as a result of these Terms of Use or use of the Site.

PAI’s performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of PAI’s right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by PAI 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 Site after accessing the Site, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (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 Site in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the same may be amended by PAI 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 the user and PAI with respect to the Site and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and PAI with respect to the Site.

You agree to be bound by any agreement or consent you transmit to or through the Site via any media or electronic device, including internet, telephone and wireless devices. You agree that when you click on any “I Agree” or “I Consent” or other similarly worded “button” or entry field with your mouse, keystroke or other device, your agreement shall be legally binding and enforceable and a legal equivalent of your handwritten signature.