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Welcome to Vailshire Management, LLC

By accessing this website and any materials presented herein (the “Site”), you accept in their entirety and without modification the following terms and conditions pertaining to the use of the Site.  Vailshire Capital Management, LLC (“Vailshire”) reserves the right to change the terms, conditions and notices under which the Site is offered without notice at any time.  You acknowledge and agree that Vailshire may restrict, suspend or terminate the Terms of Use or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of the Terms of Use as determined in Vailshire’s absolute discretion, and without prior notice or liability.  Each use of the Site constitutes your agreement to be bound by the then-current terms and conditions set forth in these Terms of Use.  If you do not agree with the Terms of Use, you are not granted permission to access or otherwise use the Site.

Ownership, Limited License to Use the Site

Vailshire owns and maintains the Site.  All information contained in the Site is confidential and intended solely for the use of those persons that have been granted permission to use the Site.  Except as specifically permitted below, nothing contained in these Terms of Use or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce, any image, text, software, code, trademark, logo or service mark contained in the Site, including without limitation the name or logo of Vailshire, any of its affiliates and/or any other entity described on the Site.  No act of downloading or otherwise copying from the Site will transfer title to any software or material to any user hereof.  Any data that you transmit to the Site (including without limitation personally-identifiable information) becomes the property of Vailshire and may be used by Vailshire for any lawful purpose without restriction, subject to the Privacy Policy set forth below.  Vailshire reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to copyright and trademark ownership of all material contained in the Site.

Vailshire grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial, informational purposes only, and to print pages from the Site only in connection with that use.  You may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from Vailshire which may be withheld for any or no reason.

No Offer of Securities; No Advice

THE SITE AND THE INFORMATION INCLUDED HEREIN IS FOR GENERAL INFORMATION PURPOSES ONLY.  UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY VAILSHIRE OR ANY OF ITS AFFILIATES OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY VAILSHIRE OR ITS AFFILIATES.  ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INDIVIDUALS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF AS DETERMINED FROM TIME TO TIME BY VAILSHIRE IN ITS SOLE AND ABSOLUTE DISCRETION.

Such requirements include, among other things, qualifying as an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and/or a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended.  Access to information about the investment funds managed by, or advisory services offered by, Vailshire is similarly limited to individuals who meet the applicable investor suitability, experience and sophistication requirements.

Specifically, any offer to sell any security will be made only to accredited investors, which for natural persons are investors who meet certain minimum annual income or net worth thresholds. Any such offer will be made in reliance on an exemption from the registration requirements of the Securities Act, and as such, will not be required to comply with specific disclosure requirements that apply to registration under the Securities Act. Neither will such securities be subject to the protections of the Investment Company Act of 1940. The U.S. Securities and Exchange Commission (the “SEC”) has not passed upon the merits of or given its approval to any such securities, the terms of any offering, or the accuracy or completeness of any offering materials. Such securities will be subject to legal restrictions on transfer and resale and investors should not assume they will be able to resell their securities. You acknowledge that participation in investment funds is speculative in nature, involves a high degree of risk and is intended only for experienced and sophisticated investors. Investors should be able to bear the loss of their investment.

The Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on the Site should be construed as a recommendation, by Vailshire, its affiliates or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction.  You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.

Password-Protected Areas

Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Vailshire.  Such passwords will only be issued to current investors in an investment fund sponsored or managed by Vailshire or its affiliates, or to prospective investors who are eligible to receive a Confidential Offering Memorandum for one or more of those investment funds or their respective agents and designees.  Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by Vailshire or its affiliates.  Users of the Site acknowledge that past performance is not necessarily indicative of future results.  No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by Vailshire for your specific use.  Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

Privacy Policy

In using portions of the Site, you may be asked to provide Vailshire with personal information about you, your relatives and/or other persons affiliated or designated by you.  Personal information is any information that can be used to identify or contact a specific individual or company.  Vailshire may use personally-identifiable information for its own internal purposes, or on behalf of its affiliates.  Vailshire will not transfer, sell or disclose such personal information to any other third party without the applicable person’s prior consent, except as may be required by law (such as a subpoena, search warrant or other court order, or pursuant to the order of any regulatory body having jurisdiction over Vailshire, its affiliates or funds managed by Vailshire or its affiliates) or to protect the integrity of the Site.  In general, Vailshire’s business practices limit access to personal information obtained through use of the Site to those members of its personnel who need to know such information to conduct the operations of Vailshire, its affiliates or funds managed by Vailshire or its affiliates.  Vailshire maintains physical, electronic and procedural safeguards designed to protect such information from unauthorized access or use.  Vailshire will use personal information obtained through your use of the Site only in accordance with the privacy policy in effect at the time such information was provided.  Vailshire reserves the right to change this Privacy Policy at any time and to apply such changes retroactively.

If you do not consent to the terms of this Privacy Policy, please do not use the Site; and, if you have provided personal identifying data, please contact Vailshire about how you would like Vailshire to handle such data.

No Reliance

While Vailshire uses reasonable efforts to update the information contained in the Site, Vailshire makes no representations or warranties as to the accuracy, reliability or completeness of any information at the Site.  Any content of the Site is subject to change without notice.  As noted above, permission by Vailshire to access the Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice.

Materials to be Consulted in their Entirety

All materials in the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses, and any copyright or proprietary notices, including those contained in these Terms of Use.  Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

Hypothetical Performance Results

HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW.  NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN.  IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM.

ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT.  IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING.  FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS.  THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS.

Any hypothetical performance results contained in the Site are unaudited and do not reflect actual investments held by a fund managed by Vailshire or actual results of any such fund. Hypothetical performance results are for illustrative purposes only and are not necessarily indicative of performance that would have actually been achieved if an investment utilized the strategy during the relevant periods, nor are these simulations necessarily indicative of future performance of the strategy. There is no guarantee, express or implied, that any account will or is likely to achieve profits or losses similar to those shown. An investment in any strategy involves a high degree of risk and there is always the possibility of loss, including the loss of principal.

Links to Third Party Web Sites

Vailshire has not reviewed any of the websites that may be linked to the Site, and is not responsible for the content of off-site pages or any other website linked or linking to the Site.  Vailshire is not responsible for the privacy practices of such other websites.  Your linking to or use of any off-site pages or other websites is at your own risk.  Vailshire’s inclusion of links to other websites does not imply any endorsement of the material located on or linked to by such websites.  In addition, the inclusion of any linked websites on the Site does not imply an endorsement of any kind of Vailshire or its affiliates by any person or entity and should not be deemed as such by any user of the Site.

No Warranty

VAILSHIRE, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND.  VAILSHIRE HEREBY FURTHER DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION AND MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.

 

You acknowledge that you are aware that by using the Site you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.

 

VAILSHIRE, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, FUNCTIONS CONTAINED AT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  VAILSHIRE, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OF KIND TO, VIRUSES THAT MAY INFECT, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED, ON YOUR COMPUTER OR OTHER PROPERTY, ON ACCOUNT OF YOUR ACCESSING OR USE OF THE SITE.

 

Limitation of Liability; Indemnification

IN NO EVENT SHALL VAILSHIRE, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE USE OF THE SITE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.  SUCH LIMITATIONS APPLY EVEN IF VAILSHIRE, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES.  FURTHER, VAILSHIRE WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS.

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of any Vailshire party or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Site is discontinued use of the Site.

You hereby agree to indemnify, defend and hold Vailshire, its affiliates and their officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs.  You shall cooperate as fully as reasonably required or requested in the defense of any claim.  Vailshire reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Vailshire.

General

These Terms of Use are governed by the internal laws of the State of Colorado, without reference to its conflicts of law provisions.  You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in Colorado Springs, Colorado, U.S.A., as the exclusive jurisdiction and venue for the adjudication of all disputes arising out of or relating to the use of the Site.  You hereby appoint the Secretary of State of the State of Colorado as your agent for service of process in any such proceeding.

Any notice to Vailshire shall be given in writing and sent by registered mail to Vailshire Capital Management, LLC, 1811 Wood Ave., Colorado Springs, CO 10012, Attention: Jeffrey W. Ross, Managing Director.

If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question.  Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.