These Terms of Use and any applicable Supplemental Terms (as defined below) (collectively, “Terms”) describe the terms and conditions on which Portfolio Design Labs and its affiliates (“PDL,” “we,” “us,” or “our”) offers you access to this website and any other website or application on or to which these Terms are linked or referenced (collectively, the “Website”).  Please read these Terms carefully because they constitute a legal agreement between PDL and you. If you do not agree with the Terms of Use, please do not use the Site.

Acceptance of the Terms 
By accessing and using the Website, you affirm that:

• You have read and understand the Terms and agree to be bound by them;

• You will comply with the Terms; and

• You are at least the age of legal majority in your place of residence and otherwise legally competent to enter into a legal agreement.

If you do not agree with these terms, please do not use this Website.

IMPORTANT NOTE
Please read carefully the sections titled “NO WARRANTIES,” “LIMITATIONS OF LIABILITY,” “LIMITATION ON TIME TO FILE CLAIMS,” “INDEMNITY,” AND “GOVERNING LAW.”  These sections limit:

 

• where you may bring a claim;

• how claims are adjudicated;

• the time you have to bring a claim; and

• our liability to you.
   

Supplemental Terms
Some of the individual websites linked to, or pages contained within, the Website, or your accessing or using a Website from a particular jurisdiction or for a particular purpose may require you to agree to supplemental terms, conditions, disclaimers and/or disclosures (“Supplemental Terms”). In the event of a conflict between the general Terms below and any applicable Supplemental Terms, the applicable Supplemental Terms will govern for any individual website or page(s) on which they appear, or for the jurisdictions or purposes for which they were intended.

Changes to the Terms
PDL may revise, amend, or supplement these Terms from time to time without prior written notice at any time, in our sole discretion. PDL will post any changes to the Terms of Use on the Site, and changes shall be effective immediately upon posting. You should check the Terms each time you visit the Website for updates. Your continued use of the Site after any such changes constitutes your acceptance of the new terms and policies.

No Offer or Advice
You acknowledge that the Content (as defined below) of this Website is for general, informational purposes only and is not intended to constitute an offer or recommendation to buy, sell, or hold any securities or promise to undertake or solicit business, and may not be relied upon in connection with any offer or sale of securities. You understand that none of the Content constitutes a recommendation 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 Website is published without consideration of your individual circumstances. 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 Website. You agree to consult professional advisors as to any legal, business, tax, accounting, investment, financial or other advice regarding any Content provided in connection with or through the Website.

The information on the Website is provided to you with the understanding that PDL’s provision of this information to you does not constitute the rendering of investment, consulting, legal, accounting, tax, or other advice or services. Information on this Website should not be relied upon for making business, investment or other decisions or used as a substitute for consultation with professional advisors.

Risk Factors
INVESTMENT IN ANY OF THE STRATEGIES DESCRIBED ON THE WEBSITE CARRIES SUBSTANTIAL RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THERE IS NO GUARANTEE THAT THE INVESTMENT OBJECTIVES OF THE STRATEGIES WILL BE ACHIEVED AND RETURNS MAY VARY SIGNIFICANTLY OVER TIME. INVESTMENT IN THE STRATEGIES DESCRIBED ON THE WEBSITE IS NOT SUITABLE FOR ALL INVESTORS.

PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.

INVESTMENT MANAGEMENT AGREEMENTS AND/OR ACCOUNT OPENING DOCUMENTS CONTAIN IMPORTANT RISKS THAT ARE SPECIFIC TO STRATEGIES THAT SHOULD BE CONSIDERED BEFORE INVESTING.

INVESTORS SHOULD ONLY INVEST IN STRATEGIES ONCE THEY HAVE THOROUGHLY REVIEWED THE PROSPECTUS,  INVESTMENT MANAGEMENT AGREEMENT AND/OR OTHER OFFERING OR ACCOUNT OPENING DOCUMENTS AND CAREFULLY CONSIDERED THE RELEVANT INVESTMENT OBJECTIVES, RISKS, CHARGES AND FEES. INVESTORS MAY WISH TO CONSULT AN INDEPENDENT FINANCIAL ADVISOR FOR PERSONAL AND SPECIFIC INVESTMENT ADVICE BEFORE INVESTING.

Material Interests
PDL and its partners, officers and/or employees may have holdings in strategies that may be referred to on the Website and may otherwise be interested in transactions that you effect in those funds or accounts.

No Warranties
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PDL NOR ANY PERSON ASSOCIATED WITH PDL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER PDL NOR ANYONE ASSOCIATED WITH PDL REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, AVAILABLE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, PDL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.  ANY ORAL OR WRITTEN ADVICE PROVIDED BY PDL OR ITS AGENTS DOES NOT AND WILL NOT CREATE ANY WARRANTY.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NOTHING CONTAINED ON THIS WEBSITE SHOULD BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY INTERESTS IN ANY SECURITIES OR PRODUCTS OFFER OR BY PDL. AN OFFERING OF INTERESTS WILL BE MADE ONLY BY MEANS OF A CONFIDENTIAL PRIVATE OFFERING MEMORANDUM AND ONLY TO QUALIFIED INVESTORS IN JURISDICTIONS WHERE PERMITTED BY LAW.

CERTAIN INFORMATION CONTAINED ON THE WEBSITE HAS BEEN SUPPLIED BY THIRD PARTIES. PDL CANNOT GUARANTEE THE ACCURACY OF ANY SUCH INFORMATION AND DOES NOT REPRESENT THAT SUCH INFORMATION IS ACCURATE OR COMPLETE.

Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PDL DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, USE, INABILITY TO USE OR PERFORMANCE OF, OR THE INFORMATION, CONTENT, PRODUCTS, SERVICES, FEATURES, FUNCTIONALITIES, OR MATERIALS AVAILABLE FROM OR THROUGH THE WEBSITE. IN NO EVENT SHALL PDL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND ARISING OUT OF OR RESULTING FROM (A) THESE TERMS; (B) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (C) WEBSITE CONTENT, PRODUCTS, SERVICES, FEATURES, OR FUNCTIONALITIES; (C) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE; (D) ANY LOSS OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF A USER’S DATA; OR (E) PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLES, EVEN IF PDL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR THE EXISTENCE OF ANY LIMITED REMEDY.

YOU FURTHER AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms and that PDL would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

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 WEBSITE 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.

Indemnity
You agree that you will be solely responsible for, and that you will defend, indemnify, and hold PDL and each of their respective partners, 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 of Use or otherwise resulting from your use of the Website. PDL 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 PDL for all liabilities, losses, or damages. You agree to provide PDL with whatever cooperation it reasonably requests.
 

Past Performance and Forward-Looking Statements
Past performance is not necessarily a guide to future performance. No representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. The investment return and principal value of an investment will fluctuate and, as a result, your investment value may be more or less than original cost.

Information on this Website may contain forward-looking statements, including statements concerning future events and PDL operations and performance. These statements are based on current expectations, assumptions and estimates and are inherently subject to significant uncertainties, risks and contingencies, many of which are beyond the control of PDL. The Content of this Website reflects PDL’s opinion as of the date which such Content was uploaded, and PDL expressly disclaims any obligation or undertaking to release any updates or revisions to any statements contained on this Website to reflect any change in expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Modifications to the Website
PDL may from time to time, and reserves the right at any time to, modify, suspend, or discontinue (whether temporarily or permanently) the Website, products, services, features, functionalities, or any portion thereof, with or without notice. You agree that PDL will not be liable to you or to any third-party for any modification, suspension, or discontinuance of the Website, product, service, feature, or functionality.

Third-Party Content
PDL does not assume any responsibility or liability for information accessed via hyperlinks to or from third-party websites. The existence of such hyperlinks should not be construed as an endorsement, approval or verification by PDL of any content available on third-party websites. PDL provides these hyperlinks as an accommodation to you and solely for informational purposes. By providing access to other websites, PDL is not recommending the purchase or sale of products, services or any securities provided by the sponsoring organization of any third-party website. PDL does not review, monitor or supervise the content of any third-party website or hyperlinked website. If you choose to access a linked website, you do so at your own risk.

Privacy and Use of Personally Identifiable Information
In addition to these Terms, your use of and access to the Website is also subject to our Website Privacy Policy (the “Privacy Policy”), which are 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 understand our Privacy Policy.

Cyber Security
PDL seeks to protect the privacy and security of information and its Website. PDL cannot, however, assure you that your information will never be disclosed in a manner inconsistent with these Terms and makes no representations or warranties regarding the sufficiency of our security measures.

Copyright and Trademarks
The trade names, trademarks, service marks, trade dress, logos and other indicia of source found on the Website and any and all information and content available through the Website (including strategies, policies, business plans, research, concepts and other information (collectively, the “Content”)) are proprietary to PDL or others and are protected by copyright, trademark, unfair competition, and other laws.  You may not reproduce, modify, copy, alter in any way, distribute, sell, resell, transmit, transfer, license, assign or publish any information obtained from this Website without PDL’s express prior written consent. You shall not use this Website at any time for any purpose that is unlawful or prohibited and shall comply with any applicable local, state, national or international laws or regulations when using this Website.

PDL, and the logos and marks included on this Website that identifies PDL services and products are proprietary materials. The use of such terms and logos and marks without the express prior written consent of PDL is strictly prohibited. Copyright in the pages and in the screens of the Website, and in the information and material therein, is proprietary material owned by PDL, unless otherwise indicated.

The unauthorized use of any material on the Website may violate numerous statutes, regulations and laws, including, but not limited to, copyright, trademark, trade secret or patent laws.

Governing Law
This Website (excluding third-party websites) is controlled by PDL from its office in the State of California, United States of America.  By accessing this Website, both you and PDL agree that the laws of the State of California, without regard to the conflicts of law principles will apply to all matters relating to use of this Website. You and PDL also agree and hereby submit to the exclusive personal jurisdiction and venue of the California State and United States federal courts.  You irrevocably consent to such jurisdiction and waive any claim of inconvenient forum. YOU HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THESE TERMS AND THIS WEBSITE.

International Use
The Website is directed at residents of the United States of America, and 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 that would subject PDL to any registration or other requirement within such jurisdiction or country. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. 

PDL reserves the right to limit access to the Website to any person, geographic region or jurisdiction. Unless otherwise expressly set forth herein, PDL makes no representations that transactions, products or services discussed on, or accessible through, the Website are available or appropriate for use in all jurisdictions or by all users, or that access by any user in the jurisdiction in which such user is located is not illegal or prohibited. Users who choose to access the Website from other locations outside the United States access it on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials on the Website under the laws of any applicable jurisdictions.

General Terms
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Waivers are effective only if in writing and signed by us and you. These Terms may not be amended unless in writing. If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been used.  Nothing contained in these Terms will be deemed to constitute PDL or you as the agent or representative of the other or as joint venturers or partners. These Terms inure to the benefit of and will be binding upon our and your permitted successors and assigns. You must not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent. All of our rights and obligations under these Terms are assignable.  Headings and captions are for convenience only.

Contact Information
For questions about our Terms of Use, you contact us at: info@portfoliolabs.com.