LAST UPDATED: 6/11/2021
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SITE.
Please note that these Terms are subject to change by Montage in its sole discretion at any time. When changes are made, we will make a new copy of the Terms available at the Site. We will also update the “Last Updated” date at the top of the Terms. PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
We may terminate, change, restrict, suspend or discontinue any aspect of the Site, or your access to it, at any time without notice or liability to you.
1. USE OF AND ACCESS TO THE SITE
1.1 License. Subject to these Terms, Montage grants you a non-transferable, non-exclusive, revocable, limited right to use and access the Site solely for your own personal, noncommercial use.
1.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
1.3 Modification. Montage reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Montage will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
1.4 No Support or Maintenance. You acknowledge and agree that Montage will have no obligation to provide you with any support or maintenance in connection with the Site.
1.5 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Montage or Montage’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1.1. Montage and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
1.6 Use of Site. You agree not to use the Site to: (a) take any action that imposes an unreasonable load on this Site’s infrastructure, or violate the regulations, policies or procedures of such networks; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up this Site; (d) delete or alter any material posted on this Site by Montage or any other person or entity; (e) frame or link to any of the materials or information available on this Site; (f) obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through this Site through any means, including through means not intentionally made publicly available or provided for through this Site, by password mining or any other means; (g) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on this Site, or obtaining lists of users or other information from or through this Site including, without limitation, any information residing on any server or database connected to this Site; (h) use this Site or the content of this Site, including but not limited to the text and images herein and their arrangement, to violate, plagiarize or in any other manner infringe upon the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right; (i) upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind; (j) disclose any sensitive, proprietary or confidential information, about yourself or anyone else, (k) attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with this Site; or (l) use this Site or its services (or any Site Content (as defined below)), in whole or in part, or submit any information to this Site, in violation of any applicable law, rule or regulation. You agree all content on the Site is intended for your personal use and you will not to exploit any content commercially, post content to another website, widely distribute content (e.g. a mass mailing), or copy, modify or distribute such content in any manner. If you download any portion of the Site, you will not remove or obscure any copyright notices or legends or alter or modify any content contained therein.
1.7 Information Provided By You. Any information that you consider trade secrets, confidential or proprietary should not be submitted to us. Absent an express written agreement to the contrary, any information that you provide to us will not be considered confidential or proprietary and will not be returned or safeguarded. We reserve the right to turn down investment opportunities in our sole discretion. We receive many similar plans and ideas, and your idea may already have been submitted to us or be under consideration by us. We are not limited or restricted in any way from pursuing opportunities with others.
2. NO SOLICITATION OR INVESTMENT ADVICE. The purpose of this Site (including any portion of this Site available only to investors) is limited to providing you with general information on our services and philosophy. We do not render or offer to render investment advice through this Site. Nothing on this Site constitutes or forms a part of any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities or other financial instruments, nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. An offer or solicitation will be made only through a final limited partnership agreement, subscription agreement and other related documents with respect to a particular investment opportunity and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor. This Site and any content therein has not been reviewed or approved by the U.S. Securities Exchange Commission, or any other regulatory authority. We may only transact business or render investment advice in those jurisdictions where we are appropriately registered and/or licensed or where we are otherwise excluded or exempted from registration and/or licensing requirements.
This Site does not provide specific investing advice or strategies to any individual. The investments and strategies discussed on the Site may not be suitable for all investors and are not obligations of or guaranteed by Montage or any of its affiliates. The investments are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other entity and are subject to investment risks, including the loss of the principal amount invested. Nothing contained on the Site constitutes investment, legal, tax or other advice nor is to be relied on in making an investment or other decision. Decisions based on the Site are the sole responsibility of the user. If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs. You agree that Montage is not liable for any action you take or decision you make in reliance on any content on the Site. Montage will not treat users of the Site as its partners, clients, customers or investors by virtue of their accessing the Site.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. 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 may fluctuate, and, as a result, with respect to products which provide for redemptions, your redemption value may be more or less than original cost.
The Site contains forward-looking statements, which reflect our current views with respect to, among other things, the operations and performance of our businesses. You can identify these forward-looking statements by the use of words such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “intend,” “will,” “plan,” “estimate,” “anticipate” or the negative version of these words or other comparable words. Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
The investments highlighted on this Site were selected for illustrative purposes in order to underscore the investment themes utilized by Montage. The selected investments are not meant to imply the returns of any fund on an individual or aggregate basis, and are not representative of all investments engaged in by Montage. It should not be assumed that an investment in any fund, company or securities described on the Site was or would be profitable. Any statistical information contained on the Site has been supplied for information purposes only and is not intended to be and does not constitute investment advice or an opinion regarding appropriateness of an investment in any Montage fund. There is no implication that any information contained on this Site is accurate or that there has been no change in such information since the date first posted. Montage is under no obligation to update such information. Certain places on this Site may contain information created and published by institutions or organizations independent of us. We do not endorse, approve, certify, or control these materials. In addition, we do not guarantee or assume responsibility for the accuracy, completeness, efficacy, timeliness or correct sequencing of information in any material on our website. Use of such information is voluntary, and reliance on it should be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness. Finally, reference in this Site to any specific commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise does not constitute or imply endorsement, recommendation, or favoring by us.
3. FEEDBACK. If you provide Montage with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Montage all rights in such Feedback and agree that Montage shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Montage will treat any Feedback you provide to Montage as non-confidential and non-proprietary. You agree that you will not submit to Montage any information or ideas that you consider to be confidential or proprietary.
4. INDEMNIFICATION. You agree to indemnify and hold Montage (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms; or (c) your violation of applicable laws or regulations. Montage reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Montage. Montage will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
You hereby release Montage and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site, including but not limited to, any interactions with or conduct of third-party websites of any kind arising in connection with or as a result of these Terms or your use of the Site. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by Montage or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site.
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND MONTAGE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
YOU ACKNOWLEDGE AND AGREE THAT MONTAGE IS NOT LIABLE, AND YOU AGREE NOT TO HOLD MONTAGE LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES THAT ARE LINKED TO THE SITE, AND THAT THE RISK OF INJURY FROM SUCH PARTIES RESTS ENTIRETY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE. YOU UNDERSTAND THAT MONTAGE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE.
YOU ACKNOWLEDGE THAT NOTHING CONTAINED ON THIS SITE SHALL BE CONSTRUED AS INVESTMENT, TAX, LEGAL OR OTHER ADVICE NOR SHOULD YOU RELY ON SUCH INFORMATION TO MAKE INVESTMENT OR OTHER DECISIONS. IF YOU ARE IN NEED OF SUCH ADVICE, PLEASE CONSULT WITH YOUR OWN ADVISORS REGARDING YOUR SPECIFIC CIRCUMSTANCES AND NEEDS. YOU AGREE MONTAGE IS NOT LIABLE FOR ANY DECISIONS, ACTIONS OR INACTIONS YOU TAKE BASED UPON THE INFORMATION PROVIDED ON AND THROUGH THE SITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THE COMPANIES SHOWN ON OUR SITE DO NOT REPRESENT ALL OF THE SECURITIES PURCHASED, SOLD OR RECOMMENDED FOR INVESTMENT FUNDS MANAGED AND/OR ADVISED BY MONTAGE. IT SHOULD NOT BE ASSUMED THAT AN INVESTMENT IN THE SECURITIES IDENTIFIED WAS OR WILL BE PROFITABLE OR THAT INVESTMENT FUNDS MANAGED AND/OR ADVISED BY MONTAGE WILL HOLD THESE OR SIMILAR SECURITIES.
8. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MONTAGE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. RESTRICTED WEBSITES
9.1 9.1 The Site may provide a link or connect you directly to a password-protected third-party website designed specifically to provide investors with certain information (the “Restricted Website”). Your use of the Restricted Website is governed by these Terms. The information contained in the Restricted Website is confidential and is subject to the confidentiality provisions contained in the relevant partnership agreements of private investments funds managed by Montage (such funds, the “Montage Capital Funds”). As a limited partner of one or more of the Montage Capital Funds, or a representative of such a limited partner, you are subject to those confidentiality provisions. By use of the Restricted Website you agree that the information relating to Montage Capital Funds in which you are not a limited partner is subject to the same confidentiality restrictions that apply to you as a limited partner in any of the Montage Capital Funds. The information contained in the website may not be reproduced or redistributed in any manner unless expressly permitted by the partnership agreement of the applicable Montage Capital Fund or as otherwise agreed to by Montage. You are responsible for all activity occurring when the Restricted Website is accessed through your account, whether authorized by you or not. Therefore, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information.
The information contained in the Restricted Website may include material non-public information regarding the Montage Capital Funds and their underlying portfolio companies. It is a violation of U.S. securities laws for a person in possession of material non-public information concerning an issuer to purchase or sell securities of such issuer or to communicate such information to another person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities.
10. TERM AND TERMINATION. Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. Montage will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.2, 1.5, 1.6, 1.7, 2, 3, 4, 6, 7, 8, 9, 10, AND 11.
11.1 Exclusive Venue. Both you and Montage agree that all claims and disputes arising out of or relating to these Terms or your use of the Site will be litigated exclusively in the state or federal courts located in San Jose, California.
11.2 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
11.3 International Use. Due to the global nature of the Internet, this Site may be accessed by users in countries other than the United States. We make no warranties that materials on this website are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use this Site, then you should not do so. Those who choose to access this Site outside the United States do so on their own initiative and are responsible for compliance with all local laws and regulations. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any Montage information, data, or materials provided by Montage in violation of the United States export laws or regulations.
11.4 Disclosures. Montage is located at the address in Section 11.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
11.5 Electronic Communications. The communications between you and Montage use electronic means, whether you use the Site or send us emails, or whether Montage posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Montage in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Montage provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
11.6 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Montage is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Montage’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Montage may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
11.7 Copyright/Trademark Information. Copyright © 2021, Montage Capital Holdings, LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
11.8 Contact Information:
Montage Capital Holdings, LLC
Address: 900 E. Hamilton Ave. Suite 100 Campbell, CA 95008