Terms & Conditions
Effective Date: April 21, 2023
1. Acceptance of the Terms and Conditions.
1.1 Clay Cove Capital, LLC (herein referred to as the “Clay Cove,” “we,” “us” or “our”) provides and makes available this website (the “Site”). All use of the Site is subject to the terms and conditions contained in this Terms of Use (the “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Site.
1.2 You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Site. The revised terms and conditions will become effective at the time of posting. Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site.
1.3 Your access to and use of the Site is also subject to Clay Cove’s Privacy Policy located at the “Privacy Policy” link on the Site.
2. Use of the Site.
2.1 This Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use theContent and Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
2.2 The trademarks, service marks, and logos of Clay Cove and its affiliates (the “Clay CoveTrademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of Clay Cove. Other company, product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Clay Cove Trademarks, the “Trademarks”). Nothing on this Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of the Clay Cove specific for each such use. The Trademarks may not be used to disparage Clay Cove or the applicable third-party, Clay Cove’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without the Clay Cove’s prior written consent. All goodwill generated from the use of any Clay Cove Trademark shall inure to the Clay Cove’s benefit.
2.3 You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (4) delete or alter any material posted on the Site by Clay Cove or any other person or entity, or (5) frame or link to any of the materials or information available on the Site.
2.4 The Site may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
2.5 Certain elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for this Site may be retransmitted without the express written consent from Clay Cove for each and every instance.
2.6 This Site is intended only for your personal, non-commercial use, unless you and Clay Cove have agreed otherwise in writing. The fact that Clay Cove has made information regarding Clay Cove and its investment philosophy available through the Site does not constitute either a recommendation that you enter into a particular transaction or a representation that the purchase of interests in any investment vehicle sponsored by Clay Cove is suitable or appropriate for you. Material on this site has been prepared for informational purposes only, and is not to be construed as a recommendation, an offer to buy or sell, or a solicitation of an offer to buy or sell any security, financial product, instrument or interest in any investment vehicle sponsored by Clay Cove, or to participate in any particular trading strategy in any jurisdiction in which such an offer or solicitation, or trading strategy would be illegal. No investment or other advice, is intended and nothing on this Site is to be deemed a recommendation that an investor buy, sell or hold any security or other investment or that such investor pursue any investment style or strategy. You should consult with your own investment, accounting, tax or legal advisors with respect to your own individual circumstances.
2.7 This Site may contain information that includes or is based upon forward-looking statements within the meaning of federal securities laws. Forward-looking statements are made based on Clay Cove’s current expectations and beliefs concerning future developments and their potential effects. Such statements can be identified by the fact that they do not relate solely to historical or current facts and they generally include words such as “believe”, “expects”, “will”, “aim”, “continue”, “anticipates”, “intends” and similar words or expressions. There can be no assurance that future developments will be in accordance with Clay Cove’s expectations or that the effect of future developments will be those anticipated by Clay Cove. Many important factors, risks, and uncertainties may affect such statements, including, for example, changes in performance of financial markets and interest rates and regulatory, accounting or tax changes that may affect the cost of, or demand for, Clay Cove’s products and/or services. While Clay Cove periodically reassesses material factors, risks and uncertainties, CCC does not intend to revise any forward-looking statements to reflect changes in events, circumstances or expectations or to reflect the occurrence of unanticipated events after the date on which a statement is made.
3. Limitation of Liability and Disclaimer of Warranties.
3.1 CLAY COVE, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “CLAY COVEPARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE CLAY COVE PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND THE CONTENT AT YOUR OWN RISK.
THE CLAY COVE PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR FREE OR THAT THE SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION ORDESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO CLAY COVE PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE CLAY COVE PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
3.2 IN NO EVENT SHALL ANY CLAY COVE PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH CLAY COVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.3 SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE CLAY COVE PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
3.4 IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.1 AND 3.2 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
4. Indemnification. You agree to defend, indemnify, and hold harmless the Clay Cove Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Site. Clay Cove shall provide notice to you of any such claim, suit, or proceeding. Clay Cove reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Clay Cove’s defense of such matter.
5. Termination of the Agreement.
5.1 Clay Cove reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. Clay Cove reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.
5.2 Sections 2 (Use of the Site), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), and 8 (Miscellaneous) shall survive the termination of this Agreement.
6. User Must Comply with Applicable Laws.
6.1 This Site is directed to users in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
6.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
7. U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and Content.
8. Miscellaneous.
This Agreement is governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personaljurisdiction of the state and federal courts sitting in the State of Delaware. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Clay Cove to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Clay Cove unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Clay Cove and you, this Agreement constitutes the entire Agreement between you and Clay Cove with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Site might be publicly accessible. Important and private information should be protected by you. Clay Cove is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
