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By accessing or using this Ellington Management Group, L.L.C. ("Ellington") Internet web site (the "Site") you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement (this "User Agreement"), and you shall be considered a "User." This User Agreement is entered into by and between you and Ellington, and governs your access and use of the Site and the products, services and content (collectively, "Content") available on and via the Site.
Ellington is registered as an Investment Adviser with the Securities and Exchange Commission.
BY CHECKING "I AGREE", YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS CONTAINED HEREIN, WILL ABIDE BY THIS USER AGREEMENT IN ITS THEN CURRENT FORM AND ARE LEGALLY BOUND BY THIS USER AGREEMENT.
BY AGREEING TO THIS USER AGREEMENT AND ACCESSING ANY PASSWORD-PROTECTED PORTION OF THE SITE, YOU SPECIFICALLY REPRESENT AND WARRANT THAT YOU QUALIFY AS A "QUALIFIED PURCHASER" UNDER SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940. IF YOU ARE NOT A "QUALIFIED PURCHASER", YOU ARE NOT AUTHORIZED TO USE THE SITE.
YOU ALSO AGREE THAT YOU WILL USE INFORMATION ON THE PASSWORD-PROTECTED PORTION OF THE SITE SOLELY FOR PURPOSES OF EVALUATING OR MONITORING INVESTMENT IN AN ELLINGTON-MANAGED FUND AND THAT YOU WILL NOT USE SUCH INFORMATION FOR ANY OTHER PURPOSE, INCLUDING TRADING IN THE SECURITIES OF OTHER ELLINGTON ENTITIES.
Ellington hereby grants you a revocable, nontransferable, nonexclusive right to use the Site solely in accordance with this User Agreement. The foregoing license has been granted to you subject to your agreement to abide by this User Agreement as well as any other rules, procedures, policies, terms or conditions governing the Site that may be displayed from time to time on the Site and to which Users will be bound.
Passwords and Security.
You may not access any password-protected portion of the Site unless you received a password from and are authorized by Ellington. You are solely responsible for any use of or action taken under your password on the Site. You are solely responsible for maintaining the confidentiality and security of your password, and you hereby agree not to disclose your password to any third party. You accept full responsibility for all activity conducted through your account and agree to and hereby release Ellington from any and all liability concerning such activity. You agree to notify Ellington immediately of any actual or suspected loss, theft or unauthorized use of your password. Ellington has no obligation to inquire as to the authority or propriety of any use of or action taken under your password and will not be responsible for any loss to you arising from any such use or action or from your failure to comply with the above.
Investigation and Disclosure of Information.
Ellington has the right, but not the obligation, to monitor any activity and Content associated with the Site. Ellington may investigate any complaint or reported violation of its policies and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspending or terminating your use of all or any portion of the Site and denying you access to all or any portion of the Site. Ellington also reserves the right to report any activity that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other persons or entities. In order to cooperate with governmental requests, to protect Ellington's systems and Users, to ensure the integrity and operation of Ellington's Site, business or systems, or otherwise to comply with the law and legal process, Ellington may access and disclose any information it considers necessary or appropriate.
The Site, Content and any and all intellectual property rights pertaining thereto (including but not limited to copyrights, patents, trademarks and service marks) are owned and protected by Ellington or third parties, and all right, title and interest therein and thereto shall remain the property of Ellington and/or such third parties.
You agree that you will not publish, broadcast, retransmit, reproduce, commercially exploit, create any derivative of or otherwise disseminate any portion of the Site. Without limiting the foregoing or expanding any of your rights hereunder, you may not use the Site to transmit, distribute or store material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property right of another or violate the privacy, publicity or other personal right of another, or (c) that is defamatory, obscene, threatening, abusive or hateful. You are prohibited from violating or attempting to violate the security of the Site. You may print copies of any accessible portion of the Site only for your own personal use. You may discuss information that you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions.
You agree not to remove any copyright, trademark or other proprietary notice or legend contained on the Site or its Content (or printed copies thereof). Ellington, Ellington.com and other names and indicia of source of Ellington and its products and services are exclusive trademarks and service marks of Ellington. Other product and company names and trademarks appearing on the Site may be trademarks of their respective owners.
Ellington reserves the right to reject your registration or suspend or terminate your access to and use of all or any portion of the Site at any time and for any reason, in its sole discretion. This User Agreement will continue to apply to your past use of the Site in the form in which it then existed at the time of the subject use. Termination of your access to and use of the Site does not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Ellington.
No Advice, Offers or Solicitations.
You acknowledge that the information contained on the Site is not and should not be construed as legal, tax, accounting or investment advice (including any advice concerning the suitability or profitability of any security or investment). You acknowledge that the information contained on the Site is not and should not be construed as an offer or solicitation of any kind to buy or sell any securities or other financial instruments. USERS SHOULD CONSULT WITH, AND SEEK PROFESSIONAL ADVICE FROM, THEIR OWN ATTORNEYS, ACCOUNTANTS AND FINANCIAL ADVISORS WITH RESPECT TO THEIR INDIVIDUAL CIRCUMSTANCES AND NEEDS.
No Recommendations of Individual Securities.
You acknowledge that the information contained on the Site is not and should not be construed as advice or recommendations regarding individual securities including advice or recommendations concerning the suitability of, and investment strategies for, individual securities. Research, analysis, news and other information made available electronically do not constitute individualized recommendations to buy, sell or otherwise invest in a particular security. You are solely responsible for determining the nature, value and suitability of individual securities and you alone bear the risk of all transactions entered through your account.
Past performance is no indication of future performance, and nothing on this Web site should be interpreted to state or imply otherwise.
Risks in relying on the Content.
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. We may change all or any portion of the Site at any time without notice to you. We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party. You agree that we are not liable for any action you take or decision you make in reliance on any Content. Dated Content speaks only as of the date indicated.
No Liability for Technological Problems.
All or any portion of the Site may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications. We make reasonable efforts to ensure that the Site is secure but we do not guarantee the security of the Site. We are not liable for any (a) technological problems and any impact that they may have; (b) damage or injury caused by the performance or failure of performance of all or any portion of the Site; or (c) defects, delays or errors in or resulting from your use of the Site.
Disclaimer of Warranties.
THE SITE AND ALL INFORMATION AVAILABLE ON OR VIA THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, TIMELINESS OR SEQUENCING OF THE SITE OR THE CONTENT, PRODUCTS OR SERVICES AVAILABLE ON OR VIA THE SITE; AND (2) ANY WARRANTIES OF TITLE OR EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING THE FOREGOING, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
Limitation of Liability.
IN NO EVENT SHALL ELLINGTON OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT, THE SITE, THE INABILITY TO USE THE SITE OR ANY PRODUCTS, SERVICES OR CONTENT PURCHASED, OBTAINED OR STORED IN OR FROM THE SITE, OR TRANSACTIONS ENTERED INTO VIA THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ELLINGTON OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL THE LIABILITY OF ELLINGTON OR OF ANY ELLINGTON AFFILIATE IN ANY CIRCUMSTANCE EXCEED $100. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS PARAGRAPH, THESE LIMITATIONS ALSO APPLY TO ANY THIRD PARTY CLAIMS AGAINST USERS.
You agree to indemnify, defend and hold harmless Ellington and its affiliates from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from or relating to (a) your use of the Site; (b) your breach of this User Agreement or any representation, warranty or covenant made by you herein; or (c) your violation of any applicable law, statute, ordinance, regulation or any third party's rights. This obligation survives the termination of this User Agreement.
Ellington may modify the terms of this User Agreement or any of the policies or guidelines governing the Site, at any time and in its sole discretion, by posting the modified User Agreement on the Site. The modifications shall be effective upon such posting (unless some other date is specified in the posting, in which case that date shall be deemed the effective date for the modifications). You agree to review this User Agreement periodically so that you are aware of any modifications. Your use of the Site indicates your full acceptance of the User Agreement in its then-current form each time you use the Site. You agree that the notice provisions provided in this User Agreement are reasonable. You may not modify the terms of this User Agreement or any of the policies or guidelines governing the Site without Ellington's express prior written consent.
Third Party Links.
The Site contains hyperlinks (or "links") to Internet web sites of third persons and entities. Ellington provides such links solely as a convenience to its Users. Ellington does not maintain and is not responsible or liable for any off-Site web pages accessible from or linked to the Site or any products, services or information contained, offered or promoted therein. Your use of links to any third person via the Site is at your own sole risk. You agree that the terms, conditions and agreements governing the third person sites shall apply to you when accessing such sites via a link from this Site, and you agree to abide by such agreements. Links to off-Site web pages do not necessarily constitute third person, sponsorship or affiliation of, with or by Ellington and should not be construed as such. All opinions, recommendations, views, news, information and other content contained in any third person sites are solely those of the third persons, and Ellington disclaims all responsibility and liability for such content.
This User Agreement and all terms and conditions included or incorporated by reference herein shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements made and wholly performed therein. You hereby consent to the exclusive jurisdiction of the Southern District of New York or any New York State Court located in the Borough of Manhattan, New York, in all disputes arising from or relating to this User Agreement or your access to or use of the Site. You hereby waive any objection to venue or inconvenient forum laid therein.
Ellington makes no claim that the Site may be lawfully viewed or downloaded outside of the United States. Access to the materials may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND ELLINGTON AND/OR ANY OF OUR RESPECTIVE CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND EMPLOYEES.
With respect to the resolution of any such controversy, you further acknowledge that:
- Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in court, including the right to jury trial.
- Pre-arbitration discovery is generally more limited than and different from court proceedings.
- The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited.
- The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
- Any arbitration under this User Agreement shall be conducted before NASD Regulation, Inc., the New York Stock Exchange, Inc. or any other national securities exchange that may be appropriate. Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate, which demand or notice shall include an election of one of the foregoing forums for arbitration. If you fail to make such election by registered mail addressed to Ellington Management Group, L.L.C. at 53 Forest Avenue, 2nd Floor, Old Greenwich, CT 06870 (or any other address of which you are advised in writing), before the expiration of five (5) days after you deliver to Ellington a written demand for arbitration or a written notice of intention to arbitrate, Ellington may make such election an your behalf.
- No person shall bring a putative or certified class action to arbitration nor seek to enforce any
pre-dispute arbitration agreement against any person who has initiated in court a putative class action
or who is a member of a putative class who has not opted out of the class with respect to any claims
encompassed by the putative class action until:
- the class certification is denied; or
- the class is decertified; or
- the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this User Agreement except to the extent stated herein.
Nothing in this User Agreement shall constitute or create a joint venture, partnership, or any other similar arrangement between you and Ellington. Neither party is authorized to act as agent or bind the other party except as expressly stated in this User Agreement.
This User Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. Ellington may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations hereunder. Any purported assignment of this User Agreement in violation of its terms shall be void.
Notice to Ellington.
Any notice to Ellington that is required or permitted by this User Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to firstname.lastname@example.org or when delivered in person or mailed by first class, registered or certified mail, postage prepaid, to Ellington Management Group, L.L.C., 53 Forest Avenue, 2nd Floor, Old Greenwich, CT 06870.
No Waiver of Rights.
No failure of either party to enforce any of its rights under this User Agreement will act as a waiver of such rights.
If any portion of any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this User Agreement shall remain in full force and effect.
Headings used in this User Agreement are for convenience only. They do not constitute part of this User Agreement.