Terms

Terms and Conditions of Use

Introduction

These terms and conditions of use (the “Terms of Use”) are a contract between you and Development Capital Partners, LLC (“Development Capital”, “we” or “us”).  Development Capital is the operator and host of the online environment accessible through www.devcapital.com (the “Site”).  References to Development Capital herein refer to Development Capital or its affiliates, subsidiaries and designees as deemed appropriate by Development Capital, provided that any affiliation suggested by inclusion in the definition of Development Capital herein is solely for purposes of classification within these Terms of Use and related policies and do not suggest affiliation for any other purposes and do not affect any internal governance structure of such entities.  Authorized users are referred to herein as “Users” or “you.”  Development Capital is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

BY USING THE SITE YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL DISCLAIMERS AND TERMS AND CONDITIONS THAT APPEAR ELSEWHERE IN THE SITE NOW OR IN THE FUTURE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. ALTHOUGH YOU MAY “BOOKMARK” A PARTICULAR PORTION OF THE SITE AND THEREBY BYPASS THESE TERMS OF USE, YOUR USE OF THE SITE STILL BINDS YOU TO THESE TERMS OF USE.

Nothing contained in these Terms of Use is intended to modify or amend any other written agreement you may have with us (including without limitation any customer agreement, participation agreement or account agreement) (“Other Agreements”) if any, that may currently be in effect.  In the event of any inconsistency between these Terms of Use and any Other Agreements, the Other Agreements will govern.  Some pages within the Site contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms of Use.  In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.

YOUR COMPLIANCE WITH THESE TERMS OF USE AND ALL OTHER AGREEMENTS IS A CONDITION TO YOUR RIGHT TO ACCESS THIS SITE.  YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE OR OTHER AGREEMENTS WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITE AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SITE AFTER SUCH BREACH.

Development Capital reserves the right to make changes to the Site and these Terms of Use at any time without prior notice to you. For this reason, each time you use the Site, you should visit and review the then current Terms of Use that apply to your use of the Site. The date of the last revision or update appears at the top of each of these documents under the title.

Use of thisSite

By accepting these Terms of Use through your use of the Site, you certify that you are 19 years of age or older. If you are under the age of 19 you may not use or access the Site. The Site does not knowingly collect personal information about children under the age of 13.

Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting the identity of a User, using buying agents or conducting fraudulent activities on the Site are prohibited and constitute a breach of these Terms of Use.

All materials, including images, text, data,  illustrations, designs, icons, photographs, programs, music clips or downloads, systems and methods of trading, video clips and written and other materials, services and content (each “Content” and collectively, the “Contents”) that are part of the Site now or in the future are intended solely for personal, non-commercial use. You may download or copy Content only to the extent such download is expressly permitted in writing on the Site, and only for your personal use. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Site or any related software. All software used in this Site is the property of Development Capital or its suppliers and protected by U.S. and international copyright laws. For additional information, please see the section entitled “Copyrights and Trademarks” below.

Third Party Content. References in this Site to any names, marks, products or services of third parties, or hypertext links to third party sites or information or Content provided by third parties, are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the third party, its information, materials or services. We are not responsible for the practices or policies of such third parties, nor the Content of any third party sites, and do not make any representations regarding third party materials or services, or the Content or accuracy of any material on such third party sites. If you decide to link to any such third party sites, you do so entirely at your own risk.  

No Investment Advice or Recommendations

The information and services provided in this Site are for your informational and educational purposes only. You are solely responsible for evaluating the risks and merits regarding the use of this Site and any services provided herein. Nothing contained herein constitutes a solicitation, recommendation, endorsement, or offer by us to buy or sell any securities or other financial instruments, including any fund managed by Development Capital, which are only offered pursuant to the confidential offering memorandum of the applicable fund.  Development Capital makes no representations that any information provided via the Site is accurate, current, or complete.  Third party information provided may rely on information received from third party sources and Development Capital does not verify that such information is accurate.

Forward Looking Statements. Certain information in this Site may contain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. The words "believe", "expect", "anticipate", "optimistic", "intend", "aim", "will" or similar expressions are intended to identify such forward-looking statements. These statements are inherently uncertain and rely upon certain assumptions or estimates of Development Capital, which may not be achieved or occur.  We undertake no obligation to update publicly or revise any forward-looking statements.

Your Investor Role and Country

Because the Site may be accessed internationally, you agree to comply with all local laws, rules and regulations with respect to your account including without limitation, all laws, rules and regulations in effect now or in the future in the country in which you reside and the country from which you access the Site. The information provided in this Site is not intended for access or use by any person or entity in any jurisdiction or country where such access or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Business Information

When you use or access this Site, you give us your consent to collect, process, use, store, and disclose, in accordance with these Terms of Use, any nonpublic information or data that identifies you as an individual (“Personal Information”) and any proprietary, non-public material or information held by you (“Business Information”), which you submit or convey through your use of this Site.  We may access, store, use, process or otherwise handle such Business Information and Personal Information in connection with our operation of the Site, including but not limited to efforts to ensure proper operation  of the Site and proper access and security controls.

For additional information, please see Development Capital’s Privacy Notice www.devcapital.com/policy.

Access and Security

Your authorized access to the Site is granted on a need-to-know basis and is limited to the tools available to you through the Site’s interface.  Access to the underlying software is not authorized. You will at all times comply with all reasonable procedures and requirements established by Development Capital to verify the authenticity of Users, restrict each User’s access and use to their permitted level, to protect the Site from infection or attack by virus, worm, or other malware, or by hackers, and to otherwise maintain the security and stability of the Site. 

We maintain physical, electronic, and procedural safeguards that we believe are in compliance with applicable laws to help protect your nonpublic Personal Information and appropriately limit access to it.

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for you as a User or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, the password and login functionality used to authenticate Users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (e) sending unsolicited email, including promotions and/or advertising of products or services; (f) forging any TCP/IP packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available in this Site and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software; (i) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or (j) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of this Site.

Any violations of system or network security including attempts to intentionally accesses a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030).  We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all Users to the Site if we reasonably concludes that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.  In the event that we so restrict or terminate access we will use commercially reasonable access to restore access and use to Users for proper purposes promptly. 

Disclaimer

BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE SITE AND RELATED SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASIS. NEITHER DEVELOPMENT CAPITAL NOR ANY OF ITS RESPECTIVE OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, "REPRESENTATIVES") WARRANT THAT USE OF THE SITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER DEVELOPMENT CAPITAL NOR ITS REPRESENTATIVES WARRANT THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY OR TIMELINESS OF THE CONTENT PROVIDED IN THE SITE OR THE MATERIALS OR SERVICES OFFERED IN THIS SITE NOW OR IN THE FUTURE. DEVELOPMENT CAPITAL AND ITS REPRESENTATIVES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE SITE, INFORMATION IN THE SITE OR THE RESULTS OBTAINED FROM USE OF THE SITE OR RELATED SERVICES.

Neither Development Capital nor its Representatives warrant that the Site or related services will meet your needs now or in the future. Further, Development Capital makes no representation that Content provided in the Site is applicable to, or appropriate for use in, locations outside of the United States. No oral advice or written information given by Development Capital or its Representatives will create a warranty. Some states do not allow the exclusion or limitation of certain warranties, so the above limitation or exclusion may not apply to you.

All Content in the Site is presented only as of the date published or indicated and may be superseded by subsequent market events or other circumstances; Development Capital disclaims any responsibility to update the content. You are responsible for refreshing your screen or setting the cache settings on your Internet browser to ensure you are viewing the most current content. Your continued use of the Site following any modifications constitutes your binding acceptance hereof.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL DEVELOPMENT CAPITAL OR ITS REPRESENTATIVES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE SITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF DEVELOPMENT CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Any material downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such material. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of Development Capital has been advised of or should have knowledge of the possibility of such damages.

 

Indemnification

As a condition of your use of the Site, you agree to indemnify and hold Development Capital and its Representatives harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorney’s fees) arising from your use of the Site or related services or from your violation of these Terms of Use. 

Copyrights and Trademarks

Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Development Capital or by third parties who have licensed their materials to Development Capital and are protected by U.S. and international copyright laws. The compilation of all Contents in this Site is the exclusive property of Development Capital and is also protected by U.S. and international copyright laws.

Development Capital and its Representatives expressly reserve all intellectual property rights in all text, programs, products, processes, technology, Content and other materials which appear in this Site now or in the future, unless stated otherwise. Access to this Site does not confer and will not be considered as conferring upon anyone any license under any of Development Capital’s or any third party's intellectual property rights.

Development Capital trademarks, service marks, trade names, domain names, trade dress or other proprietary logo or indicia (collectively "Trademarks") are the property of Development Capital. All other marks are the property of their respective companies. No trademark or service mark license is granted in connection with the materials contained in this Site. Access to this Site does not authorize anyone to use any name, logo or mark in any manner.

For any information that you submit, including but not limited to information provided related to services, you grant us a perpetual, worldwide, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such information and/or incorporate such information into any form, medium or technology, including in connection with Development Capital communications.

Complaints

You understand that by using this Site or any materials or services provided in the Site, you may encounter Content that may be deemed by some to be offensive, indecent, or objectionable, which Content may or may not be identified as such. You agree to use the Site and any related materials or services at your sole risk and that we will have no liability to you for Content that may be deemed offensive, indecent, or objectionable.

If we are notified or determine, in our sole discretion, that Content contained in the Site violates these Terms of Use or applicable laws, we reserve the right (but not the obligation) to edit or remove such Content.  All complaints should be sent to us at the following address: info@devcapital.com.

Termination of Use

These Terms of Use are effective unless and until terminated by either you or Development Capital. You may terminate these Terms of Use at any time, provided that you discontinue any further use of this Site. We also may terminate these Terms of Use, in our sole discretion, at any time and may do so immediately without notice, and accordingly deny you access to the Site. Upon any termination of these Terms of Use by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the Terms of Use or otherwise.

Governing Law

Headings used in these Terms of Use are for reference purposes only and in no way define or limit the scope of the section. These Terms of Use are governed by the laws of the State of New York (except for conflict of law provisions).  Any claim related to any dispute arising as a result of the Site or under these Terms of Use will be made before a court of competent jurisdiction located in the State of New York. If any provision of these Terms of Use is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable.  The failure of Development Capital to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and will not limit Development Capital’s rights with respect to such breach or any subsequent breaches.

Arbitration

By using this Site, you agree that Development Capital, at its sole discretion, may require you to submit any disputes arising from the use of this Site, related services or these Terms of Use concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section.

Contact Us

If you have any questions about these Terms of Use please contact us at info@devcapital.com.