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Terms of Use
The terms and conditions of use set forth herein apply to this website (collectively, the “Site”).
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SITE. These terms and conditions constitute a legally binding agreement between Topo Capital LLC (“Topo”) and its affiliates (together with Topo, “us,” “we” or “our”) and you, the user of the Site. By using the Site, you acknowledge that you have read these terms and conditions of use, and you agree to be bound by them without limitation or qualification. If you do not agree to these terms and conditions of use, you do not have our consent and should exit the Site immediately. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of these terms at any time. We will post any changes to these terms on the Site, and changes are effective immediately upon posting. Therefore, we suggest that you review these terms periodically for changes. By using our Site after we have posted changes to these terms and conditions of use, you are agreeing to be bound by these terms as amended. You should consult the terms and conditions each time you visit the Site.
The Site is offered and available to users who are 18 years of age or older. By using the Site, you represent and warrant that you are of legal age to form a binding contract with Topo and its affiliates. If you do not meet all these requirements, you must not access or use the Site.
Purpose of the Site
The information presented on or through the Site is made available solely for informational purposes in relation to Topo, and its affiliates. We do not guarantee the accuracy, completeness, or usefulness of any information on the Site. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
The Site is not intended to provide legal, business, tax, accounting, investment, or other advice. You agree not to construe any of the content provided in connection with the Site as legal, business, tax, accounting, investment, financial or other advice. You agree that the content provided in connection with the Site does not, and shall not be deemed to, constitute an offer to sell, or a solicitation to any person to buy, any security or similar investment. You understand that none of the content constitutes a recommendation that you or any other person, purchase, sell or hold any security, company, investment product or similar investment, or that you should pursue any investment strategy, and the content is not to be relied upon for the purpose of making investment or other decisions. In addition, you understand and agree that all content provided in connection with the Site is published without consideration of your individual circumstances, financial or otherwise. Accordingly, you agree that you are solely responsible for any investment decisions or other determinations made, including the evaluation of any investment or other risks, with respect to any of the content provided in connection with the Site. You agree to consult your own professional advisors as to any legal, business, tax, accounting, investment, financial or other advice regarding any content provided in connection with the Site.
Disclaimer
NOTHING CONTAINED IN THE SITE CONSTITUTES INVESTMENT, LEGAL OR TAX ADVICE. NEITHER THE INFORMATION, NOR ANY OPINION CONTAINED IN THE SITE CONSTITUTES A SOLICITATION OR OFFER BY TOPO, ANY OF ITS AFFILIATES OR ANY FUND OR OTHER ENTITY MANAGED DIRECTLY OR INDIRECTLY BY ANY OF THE FOREGOING, TO BUY OR SELL ANY SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS. ANY TRANSACTIONS LISTED ON THE SITE ARE INCLUDED AS REPRESENTATIVE TRANSACTIONS AND ARE NOT NECESSARILY REFLECTIVE OF OVERALL PERFORMANCE. DECISIONS BASED ON INFORMATION CONTAINED ON THE SITE ARE THE SOLE RESPONSIBILITY OF THE VISITOR, AND AS CONSIDERATION FOR ACCESS TO THE SITE, YOU AGREE TO HOLD TOPO AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY CLAIMS WHATSOEVER AND OF ANY NATURE FOR DAMAGES ARISING FROM ANY DECISIONS THAT YOU MAKE BASED ON SUCH INFORMATION.
THE MATERIALS IN THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, ARE PROVIDED WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY TOPO (EITHER EXPRESS, IMPLIED, OR STATUTORY) WITH RESPECT TO THE SITE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. TOPO FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SITE OR CONTENT WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED UNDER LAW.
Past performance is not indicative of future results; 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. YOU should be aware that an investment in any Topo strategy is speculative and involves a high degree of risk. No guarantees, either expressed or implied, are made that the investment strategies described IN THIS SITE will perform as they are intended. The fact that the investment strategies described IN THIS SITE may have performed well in the past does not assure similar results in the future. There are no assurances that any such Topo Fund or Product will be able to achieve its objectives. Topo’s investment strategies are subject to substantial risks and uncertainties.
Certain materials and information on this website contain the opinions and beliefs of Topo and its affiliates and are based on a variety of assumptions and estimates that are subject to various risks. These views are made in good faith in relation to the facts known at the time of preparation and are subject to change without notice. The information and opinions on this Site do not constitute a warranty or representation of any kind and shall not form the basis of any warranty or representation if any offering documentation is subsequently entered into by a prospective investor. While Topo believes the information contained herein to be accurate and drawn from reliable sources, neither Topo nor any of its affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein. You agree that Topo, its affiliates and their respective partners, members, employees, officers, directors, agents, and representatives shall have no liability for any misstatement or omission of fact, or any opinion expressed herein.
This website identifies a number of benefits inherent in Topo’s services and operations on behalf of Topo-managed pooled investment vehicles and various other products, although any such investment vehicle or product is also subject to a number of material risks associated with these benefits, as further identified in the confidential offering documents of the relevant Topo-managed pooled investment vehicle or product. Although Topo believes that Topo and its personnel will have competitive advantages in identifying, diligencing, monitoring, consulting, improving and ultimately selling investments on behalf of any Topo-managed pooled investment vehicle or products, there can be no guarantee that Topo will be able to maintain such advantages over time, outperform third parties or the financial markets generally, implement its investment strategy or achieve its investment objectives for any Topo-managed pooled investment vehicle or product or any investment, or avoid losses. For additional information regarding risks and potential conflicts of interest regarding an investment in a Topo-managed pooled investment vehicle or product, please see the risk factors and conflicts of interest disclosures in the relevant confidential offering documents of the applicable vehicle or product.
Restrictions on Use of Materials
Unless otherwise expressly noted, all information and materials, including, without limitation, images, illustrations, designs, icons, photographs, video clips, and written and other materials, that are part of the Site are copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by Topo and/or its affiliates. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way; provided, however, that you may download, where specifically permitted, one copy of the materials on any single computer for your personal, non-commercial use only, provided you keep intact and properly display all copyright and other proprietary notices. You may not distribute, modify, transmit, reuse, repost, or use the content of the Site, including, without limitation, any text, images, audio, or video, for public or commercial purposes without Topo’s written permission. Modification or use of the information or materials for any other purpose will violate the copyright and/or intellectual property rights of Topo and/or its affiliates. Neither Topo nor any of its affiliates will treat users of this Site as its clients by virtue of their accessing this Site.
Forward-Looking Statements
Topo does not solicit or make its services available to the public. Statements contained in this Site that are not facts, including statements regarding trends, market conditions and the expertise or experience of Topo, are based on current expectations, estimates, projections, opinions, and/or beliefs of Topo. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. The content provided on or through the Site may include information regarding past and/or present portfolio companies or investments managed by Topo, its affiliates and/or its personnel. It should not be assumed that investments made in the future will be comparable in quality or performance to the investments described herein. Further, references to past and present portfolio companies should not be construed as a recommendation for any particular investment or security. Current and previous portfolio companies listed on the Site are not to be considered a complete list of all investments historically made by Topo. The portfolio companies listed should not be assumed to have been profitable. Any past performance information on the Site is not necessarily indicative, or a guarantee, of future results.
Certain information contained on the Site constitutes “forward-looking statements.” All forward-looking statements represent only the intent and belief of Topo as of the date such statements were made. Forward-looking statements are typically identified by words or phrases such as believe, expect, anticipate, intend, estimate, position and variations of such words and similar expressions, or future or conditional verbs such as will, would, should, could, may or similar expressions. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties, all of which will or may change over time or may be incorrect, and neither Topo nor any of its affiliates assumes any duty to update or correct any forward-looking statements contained in or accessible through the Site. Topo and its affiliates do not (i) assume any responsibility for the accuracy and completeness of any forward-looking statements or (ii) undertake any obligation to disseminate any updates or revisions to any forward-looking statement contained on the Site to reflect any change in their expectation with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Due to various risks and uncertainties, actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historic performance.
The following factors, among others, could cause actual results to differ materially from any forward-looking statements or historic performance: our ability to attract and retain key personnel, including our principals; the performance of the funds we manage; our ability to sustain and manage growth; the risk of third-party litigation; our ability to manage conflicts of interest; employee misconduct; fluctuations in our revenue and profitability; the introduction, withdrawal, success and timing of business initiatives and strategies; economic conditions; changes in interest rates and financial and capital markets; competitive conditions; failure to develop a market for our products in various jurisdictions; the rate and timing of redemptions by our investors; subjectivity in valuation methodologies; the illiquidity of our assets; the use of distressed debt strategies; failure of risk management systems; foreign exchange, political, social and economic uncertainties and risks; risks in using prime brokers and custodians; adverse tax treatment; and the impact, extent and timing of technological changes and legislative and regulatory actions and reforms.
Jurisdictional Issues
Unless otherwise specified, the materials in or accessible through the Site are directed at residents of the United States, its territories, possessions, and protectorates. The Site is controlled and operated by Topo from its offices within the State of New York, United States of America. Neither Topo nor any of its affiliates makes any representation that materials in or accessible through the Site are appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Those who choose to access the Site 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. You may not use or export the information or materials in violation of U.S. export laws and regulations. The information provided in or accessible through the Site 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 Topo and/or its affiliates to any registration or other requirement within such jurisdiction or country.
Transmissions to and from the Site
Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from the www.topoinv.com domain name or made via this site may not be secure. Communications to Topo, particularly those containing confidential information, should be sent by secure means to Topo. Topo and its affiliates will be free to use, for any purpose, without any compensation due or payable to you, any ideas, concepts, knowledge, or techniques provided by a Site user to Topo through the Site.
Password Security and Notification
Access to certain parts of the Site requires login. If you have a Personal Identification Number (PIN) for access to non-public areas of the Website, you are solely responsible for all activities that occur in connection with your PIN. Accordingly, you should take steps to protect the confidentiality of your PIN. Notify Topo immediately if you become aware of any disclosure, loss, theft, or unauthorized use of your PIN.
Privacy Policies
In addition to these terms and conditions, your use of and access to the Site is also subject to our Website Privacy Policy (the “Privacy Policy”) which is incorporated by reference herein, as applicable. Our Privacy Policy contains additional terms relating to our potential collection, use and disclosure of your personal information, as applicable. You agree that you have read, agreed to, and understood our Privacy Policy.
Social Media
Topo may publish content on social media platforms, including, but not limited to, X (Twitter) and LinkedIn (collectively, “Social Media Sites”), however Topo is not affiliated with any Social Media Sites or any of their services. By accessing one of Topo’s channels, content, posts, or information on Social Media Sites, you signify your agreement with all applicable terms and conditions herein, as well as the relevant terms and conditions of use that govern the respective Social Media Site.
Content and information posted by Topo on Social Media Sites is for information purposes only. Topo does not make any representation or warranty as to the accuracy or completeness of the content posted on its channels on Social Media Sites, and Topo shall have no liability for any action taken (or inaction) in reliance on any such content. Topo reserves the right to modify or delete any content posted on Topo’s channels on the Social Media Sites at any time in its sole discretion. Topo’ posts on Social Media Sites are not, and should not be, investment advice, an offer to sell, solicitation to buy, or recommendation to invest in any particular security, strategy, or investment product.
Topo does not control and is not responsible for any third-party content on Social Media Sites, including content that may be posted on its channels or linked to through such channels. Topo makes no representations about third party content and your use or of reliance on any such content is at your own risk.
You are responsible for your use of Social Media Sites and for any content you provide, including compliance with applicable laws, rules, and regulations. You should only provide content that you are comfortable sharing with others. Please do not include non-public or account information in posts or other messages directed to Topo on Social Media Sites. Additionally, please do not post any testimonials concerning Topo, our products, or services. If you share, post, or upload content that is covered by intellectual property rights on Social Media Sites, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content.
User Accounts
If you choose, or are provided with, a username, password, or any other piece of information as part of Topo’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Site or portions of it using your username, password, or other security information. You agree to notify Topo immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Topo has the right to disable any user at any time in our sole discretion for any or no reason, including if, in Topo’s opinion, such user has violated any provision of these terms and conditions.
Ownership
The trade names, trademarks, service marks, trade dress, logos and other indicia of source (collectively, “Marks”) found on the Site and any and all information and content available through the Site (including strategies, policies, business plans, research, concepts and other information) are proprietary to Topo or its licensors and are protected by intellectual property rights and unfair competition and other laws. You may not use any Mark or Topo content without the express written permission of the owner (whether Topo or otherwise), and nothing contained in these terms and conditions, or anywhere on the Site, shall be construed as granting any license or right to use any Mark or Topo content.
Termination
These terms are effective until terminated by Topo, if you may terminate these terms at any time only by destroying all information and materials obtained by you or on your behalf from the Site and all related documentation and all copies and installations thereof, whether made under these terms or otherwise. Such termination by you will not be effective if Topo, in its sole discretion and without notice to you or otherwise, determines that you have failed to comply with any term or provision of these terms. Upon any termination of these terms, you must destroy all information and materials obtained by you or on your behalf from the Site and all copies and installations thereof, whether made under the terms of these terms or otherwise.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TOPO AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY 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 SITE. TOPO IS NOT LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIM OF ANY NATURE WHATSOEVER BASED ON (1) THE SITE OR THE CONTENT, INCLUDING ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE CONTENT OR ANY FEATURE OF THE SITE, OR (2) YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL TOPO OR ANY OF ITS AFFILIATES BE LIABLE IN ANY RESPECT WHATSOEVER FOR ANY DIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF ANY SERVICE OR CONTENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OF ANY KIND), CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF THE DAMAGES OR IF THE DAMAGES COULD HAVE BEEN FORESEEN.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Links to Other Web Sites and Services
Topo does not review or monitor any websites linked from or to the Site and neither of them is nor will be responsible for the content of any such linked websites. Your following links from or to such websites is at your sole risk. Accordingly, neither Topo nor any of its affiliates can be held responsible for the information, materials, products, or services obtained on or from such other websites, nor will any of them be liable in any respect whatsoever for any damages arising from your access to such websites. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply an endorsement, representation or warranty by Topo or any of its affiliates with respect to any such linked websites or the content, products or services contained or accessible through, or the operators of, such websites. In addition, you agree not to link any of your websites or any third-party website to the Site without the express prior written consent of Topo. Topo reserves the right, at any time, for any reason not prohibited by law, to deny permission to anyone to link a website from or to the Site.
Third-Party Information
From time to time, Topo may provide links from the Site to websites operated by third parties. Our decision to do so is in no way an endorsement of these sites. Topo does not monitor, edit, or control such third-party sites and is not responsible in any way for the suitability of their content or for the quality of the products or services offered therein. Certain information contained in here has been obtained from third-party sources, including from investments of funds or other products managed by Topo. While taken from sources believed to be reliable, Topo has not independently verified such information and makes no representations about the enduring accuracy of the information or its appropriateness for a given situation and are not responsible for any inaccuracies, omissions and dated information contained in such information and make no representation or warranty, express or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of any of the information contained herein, and expressly disclaim any responsibility or liability therefor. Your choice to follow links to such websites is at your sole risk. When you click on a link to another website you will be leaving the Site. If you have any questions regarding a linked site, please direct them to the administrator of the relevant site. Topo reserves the right to terminate any link at any time. The inclusion of third-party logos herein does not imply affiliation with or endorsement by such firms or businesses. All information contained herein is subject to revision and does not purport to be complete. The content speaks only as of the date indicated.
Waiver
No waiver by Topo or any of its affiliates of any right under or term or provision of these terms and conditions will be deemed a waiver of any other right, term or provision of these terms and conditions at that time or a waiver of that or any other right, term or provision of these terms and conditions at any other time.
Indemnity
You agree that you will be solely responsible for, and that you will defend, indemnify and hold Topo, and its affiliates, and each of their respective officers, directors, agents, employees and representatives harmless from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from your violation of these terms and conditions or otherwise resulting from your use of the Site. Topo reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but you must still indemnify Topo for all liabilities, losses, or damages. You agree to provide Topo with whatever cooperation it requests.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS OTHERWISE REQUIRED BY LAW.
Governing Law and Consent to Jurisdiction
THESE TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 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 SITE SHALL BE COMMENCED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK AND YOU HEREBY CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSES OF ANY SUCH DISPUTE OR ACTION.
Other
You may not assign or otherwise transfer these terms and conditions or your rights or obligations under it without Topo’s prior written consent, and any attempted assignment or other transfer in violation of this provision shall be invalid. Topo may assign these terms and conditions or any rights under these terms and conditions without your consent and without notice. Nothing in these terms and conditions may be used to construe you and Topo as joint venturers, co-employers, partners, or agents of each other, and neither you nor Topo has the power to obligate or bind the other in any way whatsoever. Should any term or provision hereof be deemed invalid, void, or unenforceable either in its entirety or in a particular application, the remainder of these terms and conditions shall nonetheless remain in full force and effect. The failure of Topo at any time or times to require performance of any provision hereof shall in no manner affect its right later to enforce the same unless the same is waived in writing. These terms and conditions shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law rules. Any legal proceeding arising out of or relating to these terms and conditions against or relating to Topo or any indemnified party under these terms and conditions will be subject to the exclusive authority of any state or federal court sitting in New York, NY and you irrevocably consent to the jurisdiction of such courts. The terms and conditions and any agreements included or referred to in these terms and conditions constitute the final, complete, and exclusive agreement with respect to the Site and may not be contradicted, explained, or supplemented by evidence of any prior agreement, any contemporaneous oral agreement, or any consistent additional terms.
If any provision of these terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. The preceding terms and conditions represent the entire agreement between Topo and its affiliates, on the one hand, and you, on the other, relating to the subject matter hereof.