Stanfield Capital Partners LLC

Stanfield Capital Partners LLC Terms of Use

These Stanfield Capital Partners LLC Terms of Use were last modified on November 5, 2008.

It is important that you read the following Terms of Use. If you agree to abide by these Terms of Use and wish to enter the Stanfield Capital Partners LLC (“Stanfield” or “we” or “us”) website (the “site”), please click the “Accept” box below, which will confirm your agreement that you have read and understand these Terms of Use, and you agree to be bound by them, Stanfield’s Privacy Policy and Stanfield’s fund and/or account agreement(s), if applicable, which are incorporated herein by this reference. If you do not agree to these Terms of Use, DO NOT check the box and your access to the site will be denied.

Legal Information
Stanfield is registered with the U.S. Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended.

Modifications
Stanfield reserves the right to modify the terms, conditions, and notices under which this site is offered from time to time and such modification shall be effective upon posting by Stanfield on this site. If Stanfield makes any material changes to these Terms of Use, you will be notified of such changes and be given the opportunity to terminate this agreement. Such modifications will be denoted by the “last updated” notice at the top of this page. Please check the “Terms of Use” periodically for updates or changes. Your continued use of this site following the posting of any changes constitutes acceptance of those changes. If you are a Stanfield investor, your relationship with us is also governed by your respective fund and/or account agreement(s). If there is any conflict between the Terms of Use and such agreement(s), such agreement(s) will govern.

User Conduct
If you are an authorized user of this site, your user name and password will be your identity for purposes of interacting with 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 Stanfield from any and all liability concerning such activity. You will use your password solely in accordance with the Terms of Use and notify Stanfield if you learn of or suspect any loss, theft or unauthorized use of your password.

You agree not to use the site for any unlawful purpose. You agree not to attempt to gain access to any area of the site and/or any information for which you have not previously received authorization from an authorized person of Stanfield. You also acknowledge and agree that Stanfield has put into place security measures designed to prevent unauthorized access to the information of other authorized users, and should you gain access to any information for which you have not received prior authorization, you will not view, download, print, harvest or collect, or attempt to view, download, print, harvest or collect, any such information. You also agree that you will not upload or attempt to upload any content (including text, communications, software, images, sounds, data, or other information) that infringes others’ intellectual property rights, violates applicable laws, or contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.

You acknowledge and agree that, although Stanfield has implemented and uses reasonable efforts to maintain security measures designed to prevent the unauthorized access by visitors and other authorized users to the information that you are authorized to access and use, no security measures are available that can be guaranteed to prevent such unauthorized access. Stanfield therefore does not warrant that such security measures will prevent such unauthorized access in all instances.

User Submissions
You may submit communications (e.g., e-mails, posts, data, questions, comments or suggestions) to Stanfield at certain areas of this site. You understand and agree that the contents of your submissions will be deemed non-confidential and non-proprietary. You grant to Stanfield the irrevocable right to use, copy, modify, publish, perform, transmit and display such material in accordance with Stanfield’s Privacy Policy. Anything that you transmit to this site becomes the property of Stanfield, may be used by Stanfield for any lawful purpose, and is further subject to disclosure as deemed appropriate by Stanfield, including to any legal or regulatory authority to which Stanfield is subject.

Notices and Communications
You agree to accept all communications from Stanfield, including but not limited to information regarding use of this site, your fund and/or account(s), and other newsletters, at the e-mail and U.S. mail address you supplied upon investing in such fund and/or account and/or registering to use this site. You agree and understand that you have an affirmative duty to maintain current and accurate contact information, and that you will Update Your User Information accordingly. You agree to waive all claims resulting from failure to receive communications because of changes in your e-mail or U.S. mail address.

Proprietary Rights
Stanfield owns and maintains this site. Stanfield, the Stanfield logo and any other trademarks, service marks or trade names (the “Trademarks”) displayed on this site are the intellectual property of Stanfield [and/or its licensors], and may not be copied, imitated or used, in whole or in part, without the prior written approval of Stanfield. Unauthorized use of the Trademarks is strictly prohibited and may be a violation of domestic or foreign intellectual property laws.

Stanfield owns all materials available on or through this site, including, without limitation, any software, text, photographs, pictures, graphics, images, Trademarks, logos, icons, articles, write-ups, other files and content and the selection and arrangement thereof (the “Materials”). Nothing on this site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any Materials, and no act of downloading or otherwise copying from this site will transfer title to any Materials to you. Stanfield invites you to view, use and download the Materials solely for your personal, informational and non-commercial use, provided that you do not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from this site for commercial or public purposes without Stanfield’s prior written approval. If you download or copy any Materials from this site, you agree that you will not remove or obscure any copyright or other proprietary notices contained in any Materials. Any unauthorized use of any Materials contained on this site may violate copyright, trademark, privacy, publicity and securities laws and applicable regulations. Stanfield reserves all intellectual property rights in and to all material on this site, and will enforce such rights to the full extent of the law.

If you believe that your work has been copied and posted on or through this site in a way that constitutes copyright infringement, please send Stanfield’s Copyright Agent a notification regarding the claimed infringement with the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on this site; (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. Pursuant to Section 512(c)(2) of the Copyright Act, Stanfield designated the following agent to receive notifications regarding the claimed infringement: General Counsel, Stanfield Capital Partners LLC, 430 Park Avenue, 10022.

No Offer of Securities - Disclosure of Interests
All information contained on this site is for information purposes only and should not be construed as investment, legal, accounting or tax advice. Under no circumstances should any material on this site be used or considered as an offer to sell or a solicitation of any offer to buy an interest in any investment fund managed by Stanfield or its subsidiaries. Any such offer or solicitation will be made only by means of the Confidential Private Offering Memorandum relating to the particular fund. Access to information about the funds is limited to investors who, among other requirements, either qualify as accredited investors within the meaning of the Securities Act of 1933, as amended, or those investors who generally are sophisticated in financial matters, such that they are capable of evaluating the merits and risks of prospective investments. Nothing on this site constitutes investment, legal, accounting or tax advice, or a representation that any investment or strategy is suitable or appropriate to your individual circumstances, or otherwise constitutes a personal recommendation to you. YOU SHOULD CONSULT WITH, AND SEEK PROFESSIONAL ADVICE FROM, YOUR OWN FINANCIAL ADVISORS, ATTORNEYS AND ACCOUNTANTS WITH RESPECT TO YOUR INDIVIDUAL CIRCUMSTANCES AND NEEDS.

Service Location
This site is operated by Stanfield from its offices in New York. The information provided on this 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 Stanfield to any registration requirement within such jurisdiction or country. Stanfield makes no representation that the information on the site is appropriate or available for use in other locations, and access to the site from territories where the content of the site or use of the products and services offered herein may be illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

For non-U.S. users: By clicking on the “Accept” button below, you acknowledge that the Stanfield site is operated from our offices in the U.S., and you agree to the collection, use and processing of the personal information you provide to Stanfield when you register as a user and the information you post on the site. By submitting your personal information to the Stanfield site, you acknowledge and agree that your information is being transferred to the U.S., and will be subject to U.S. laws and jurisdiction.

No Reliance
While Stanfield uses reasonable efforts to update the information on this site, Stanfield makes no representations or warranties as to the accuracy, reliability or completeness of any information at this site. Content on this site is subject to change without notice.

News and Events
This site contains information regarding news and events prepared by Stanfield. While this information was believed to be accurate as of the date it was prepared, Stanfield disclaims any duty or obligation to update this information relating to such news or events. Information about or supplied by companies other than Stanfield contained in the information relating to such news or events, or otherwise, should not be relied upon as being provided or endorsed by Stanfield.

Material to be Consulted in its Entirety
All materials on this site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. 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.

Linked Sites
You understand that this Site may provide links to other sites or content that is not hosted or managed by Stanfield and are provided for your convenience. In addition, other sites may link to the Stanfield site. You agree that Stanfield has no control over, responsibility or liability whatsoever relating to any such sites or the content of those sites. Your use of such sites is at your sole risk.

No Warranty
The materials on this site are provided “as is,” “as available” without warranty of any kind, either express or implied, to the fullest extent permissible pursuant to applicable law. Stanfield further assumes no responsibility for, and makes no warranties that, functions contained on this 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. Stanfield shall not be liable for any damages 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 this site. Please note that some jurisdictions do not allow the exclusion of implied warranties, so some or all of the above exclusions may not apply to you.
THE INFORMATION CONTAINED ON THIS SITE IS NOT INVESTMENT ADVICE.

Limitation of Liability
UNDER NO CIRCUMSTANCES WILL STANFIELD, ITS SUBSIDIARIES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE, RELIANCE BY ANY PARTY ON ANY MATERIALS OBTAINED THROUGH THE WEBSITE, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN SUCH INFORMATION, OR THE UNAUTHORIZED ACCESS TO OR THE MISAPPROPRIATION OF ANY CONTENT MADE AVAILABLE ON OR THROUGH THIS WEBSITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF STANFIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, STANFIELD'S LIABILITY IN SUCH JURISDICTIONS WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Indemnification
Upon request by Stanfield, you agree to defend, indemnify, and hold harmless Stanfield, its subsidiaries and other affiliated companies, and the employees, contractors, officers, and directors of each of them from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of this site. Stanfield reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Stanfield in asserting any available defenses.

Monitoring
Stanfield has the right, but not the obligation, to monitor any activity and content associated with this site. We may investigate any complaint or reported violation of our policies and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, suspending or terminating use of all or any portion of this site, and denying you access to all or any portion of this site. Stanfield 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.

Termination
Stanfield may terminate your access to use any portion of this site at any time for any reason without prior notice. Stanfield reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use and/or Stanfield’s Privacy Policy, including the right to block access from a particular Internet site.

Choice of Law and Forum; Severability and Integration
This Agreement will be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to this agreement or your use of this site will be filed only in the state or federal courts located in the State of New York, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

Unless otherwise specified herein, these Terms of Use under which you are authorized to use this site constitutes the entire agreement between you and Stanfield with respect to the site, and supersedes all other prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Stanfield with respect to the site. If any part of these Terms of Use is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.

For questions about Stanfield’s Terms of Use, please contact Kristen Vento at 212-891-9646 or via e-mail.