MITRA CAPITAL MANAGEMENT LLC

TERMS AND CONDITIONS OF USE

Effective as of July 1, 2019

Please read these Terms and Conditions of Use (as defined below) before using the Site (as defined below). Your access to and use of the Site is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and Mitra Capital (as defined below). The Site is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Site is not available to persons under age 18. By accessing and using the Site, you accept and agree to, without qualification, these Terms of Use and represent and warrant that you have the authority to be bound by these Terms of Use. If you do not accept and agree to these Terms of Use without qualification, you should exit the Site immediately.


THE SITE

Mitra Capital Management LLC and/or its respective affiliated entities (collectively, “Mitra Capital”) provide, through use of their Web site, www.mitracpaital.com (the “Site”), information regarding Mitra Capital’s investment advisory business. This Site is owned and operated by Mitra Capital and is being provided to you under the following terms and conditions and any operating rules, policies, and procedures that may be published from time to time on this Site by Mitra Capital (collectively, the “Terms of Use”).

These Terms of Use govern visitors’ (“Visitors”) access to and use of the public areas of the Site that are available to all Visitors (“Public Areas”). In addition to the Public Areas of the Site, these Terms of Use also govern investors’ access to the Site for whom Mitra Capital provides (each, a “Registrant” and collectively with Visitors, “Users”) access to and use of certain non-public restricted areas of the Site (the “Restricted Areas”). Only Registrants may access the Restricted Areas of the Site. Unless otherwise indicated, the term “Site” as used throughout these Terms of Use shall include the Public Areas and the Restricted Areas. For the purposes of these Terms of Use, “you” or “your” shall refer to you as a Visitor to or Registrant of this Site.


PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Site is for your personal and non-commercial use. Mitra Capital hereby grants you a non-exclusive, non-transferable and limited personal license to access and use the Site, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Site. You may not link other websites to the Site without Mitra Capital’s prior written permission. You may print or download information statements accessible by you through your Registrant account solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact.

All information in the Restricted Areas of the Site is confidential and private and you may not disclose or distribute such information to any other person for any purpose. Such information is made available solely for your personal use in connection with your current investment activities.

You are prohibited from using the Site to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Site for any purpose without the prior written permission of Mitra Capital. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site, or bypass any measures that we may use to prevent or restrict access to the Site. You shall not, directly or indirectly, reverse engineer, decompile, disassemble, translate or convert any computer programs used to access the Site. Any rights not expressly granted herein are reserved.

Unauthorized access to and/or use of the Site, or to the telecommunications or computer facilities used to deliver the Site, is a breach of these Terms of Use and is a violation of law.


REGISTRATION INFORMATION AND LOGIN CREDENTIALS

Any and all investors currently holding interests in investment vehicles managed by Mitra Capital will be provided login credentials consisting of a user name and password by Mitra Capital to access the Restricted Areas of the Site. If you are a current investor and have not received such login credentials, please contact Mitra Capital to obtain access to the Restricted Areas of the Site.

You are responsible for maintaining the confidentiality of your username and passwords. You are entirely responsible for any and all activities which occur under your username and password whether or not authorized by you. Although Mitra Capital will not be liable for losses caused by any unauthorized use of a Registrant’s account, Registrants may be liable for the losses of Mitra Capital or others due to such unauthorized use.

You may not allow others to use your username or password to access or use any part of the Site. If you know or believe that your username and/or password has been compromised for any reason, you should contact Mitra Capital immediately to request new login credentials. If you provide your username and password to any third party, you will be solely responsible for any actions taken by such third party using your username and password.


NO SECURITIES OFFERING OR INVESTMENT ADVICE

The materials, content and information available on the Site are for information purposes only and do not constitute any investment advice or advertisement or an offer to sell or a solicitation of an offer to purchase any share/interest in any investment vehicles. Any such offerings of securities may be made only by prospectus or private offering memoranda by persons who are registered, or not required to be registered as broker-dealers or agents in the particular jurisdiction, and in accordance with applicable law, including, without limitation, the Securities Act of 1933, as amended. The Site is not intended for distribution to or use by any person in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

The information on the Site is provided on a confidential basis. It is not intended as and does not constitute investment advice or legal or tax advice. Registered Users of the Site must rely entirely on their own advisors as to legal, tax, financial or other matters relevant to the suitability of any investment.

You acknowledge that any of your requests for information are unsolicited and any information provided or made available by Mitra Capital shall neither constitute nor be construed as investment advice from Mitra Capital to you Mitra Capital strongly recommends that you seek outside advice from a qualified securities professional. Mitra Capital does not guarantee the suitability or potential value of any particular investment or information source.


NON-EUROPEAN INVESTORS

Mitra Capital does not intend to actively market any funds referenced on this website (the “Funds”) to investors in the European Union or the European Economic Area and, therefore, Mitra Capital (and its affiliates) are outside the scope of the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (the “AIFMD”) and are not subject to the requirements of the AIFMD.


FORWARD LOOKING STATEMENTS

THE SITE MAY INCLUDE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES CONCERNING THE OPERATIONS, PROSPECTS, STRATEGIES, FINANCIAL CONDITION AND FUTURE ECONOMIC PERFORMANCE OF MITRA CAPITAL’S BUSINESSES, AND OF THE FUNDS AND/OR OTHER INVESTMENT VEHICLES MANAGED BY MITRA CAPITAL AS WELL AS MITRA CAPITAL’S INTENTIONS, PLANS AND OBJECTIVES, THAT ARE BEYOND THE CONTROL OF MITRA CAPITAL. THESE STATEMENTS ARE BASED UPON A NUMBER OF ASSUMPTIONS AND ESTIMATES WHICH ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF MITRA CAPITAL. WHEN USED ON THE SITE, WORDS LIKE “ANTICIPATES,” “EXPECTS,” “BELIEVES,” “ESTIMATES,” “SEEKS,” “PLANS,” “INTENDS,” “WILL” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS DESIGNED TO FALL WITHIN SECURITIES LAW SAFE HARBORS FOR FORWARD-LOOKING STATEMENTS. THE SITE AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER FOR SALE OF ANY SECURITIES. NONE OF THE INFORMATION CONTAINED HEREIN IS INTENDED TO BE, AND SHALL NOT BE DEEMED TO BE, INCORPORATED INTO ANY OF OUR SECURITIES OFFERING MATERIALS, SECURITIES FILINGS OR DOCUMENTS.


PERFORMANCE DATA

ANY PERFORMANCE DATA EXPRESSED ON THE SITE IS AN INDICATION OF PAST PERFORMANCE AND DOES NOT INDICATE OR GUARANTEE FUTURE RESULTS. THERE IS A POSSIBILITY OF LOSS ON ALL INVESTMENTS AND INVESTOR PRINCIPAL IS NOT GUARANTEED. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE, WHICH MAY BE SIGNIFICANTLY AFFECTED BY CHANGES IN ECONOMIC AND OTHER CONDITIONS.


DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE AND/OR SERVICES MADE AVAILABLE ON OR THROUGH THE USE OF THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY MITRA CAPITAL OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

THE USE OF THE SITE IS AT THE USER’S SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. MITRA CAPITAL AND/OR ITS THIRD PARTY PROVIDERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS. MITRA CAPITAL AND/OR ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE USE OF THIS SITE FOR ANY PURPOSE OR AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SITE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. MITRA CAPITAL AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL MITRA CAPITAL AND/OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF MITRA CAPITAL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

MITRA CAPITAL AND ANY PERSON CREATING, MAKING AVAILABLE OR TRANSMITTING THE INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.


OWNERSHIP OF CONTENT

The Site and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Mitra Capital and are protected by U.S. and international copyright and other intellectual property and related laws, rules and regulations, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Site are proprietary to Mitra Capital, including all registered and unregistered trademarks and service marks of Mitra Capital. If the Site includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Nothing contained on the Site 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 permission of Mitra Capital or such third party that may own the trademarks displayed on this Site. You may not use the trademarks displayed on the Site. Your use of any Content, whether owned by Mitra Capital or any third party, without Mitra Capital’s express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Mitra Capital’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Mitra Capital.


COPYRIGHT INFRINGEMENT

Mitra Capital does not permit infringing copyright activities and other infringement of intellectual property rights on its Site, and Mitra Capital will remove Content if properly notified that such Content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any Content made available on the Site infringes upon or otherwise conflicts with your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Mitra Capital with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (d) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and an electronic mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please contact Mitra Capital at info@MitraCapital.com to send notifications of claimed infringement. You hereby acknowledge and agree that if you fail to comply with all of the requirements listed above, your DMCA notice may not be valid.


NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Site, you represent and warrant to, and agree with, Mitra Capital that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use.


MODIFICATION AND MONITORING OF SITE

You will be required to accept these Terms of Use each time that you use the Site. Mitra Capital may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes.

Mitra Capital has the right, but not the obligation, to monitor and record activity on the Site and respond as it deems appropriate. We may monitor and record activity on the Site for any reason or for no reason. Mitra Capital may investigate any complaint or reported violation of our policies. We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate.


TERMINATION AND CANCELLATION

Mitra Capital may modify or terminate the Site and terminate your access to the Site, without notice at any time and for any reason.


INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless Mitra Capital, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors, service providers, contractors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use, your use of the Site or any product or service related thereto, or any of your other acts or omissions.


APPLICABLE LAW AND JURISDICTION

Unless otherwise specified, Mitra Capital controls and operates the Site from its offices within the United States of America. Mitra Capital does not claim that materials in the Site are appropriate or available for use in locations other than those within the United States. If you choose to access the Site from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

Software from the Site and any data included on the Site is further subject to United States export controls. Software and data from the Site may not be downloaded or otherwise exported or reexported outside the United States. By downloading or using such software or data, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

These Terms of Use are governed by the laws of the Commonwealth of Massachusetts, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of the State and Federal courts in Boston, Massachusetts, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Site or any product or service related thereto. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.


GENERAL

You agree that no joint venture, employment or agency relationship exists between you and Mitra Capital as a result of these Terms of Use or use of the Site.

Mitra Capital’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Mitra Capital’s right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Mitra Capital with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Site after accessing the Site, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Site in a manner consistent with applicable laws and regulations and in accordance with these Terms of Use, as Mitra Capital may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and Mitra Capital with respect to the Site and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Mitra Capital with respect to the Site. No delay or failure on the part of either party in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy. No waiver whatsoever shall be valid unless in writing, signed by the party to be charged, and then only to the extent therein set forth.

You shall not assign or otherwise transfer these Terms of Use, in whole or in part, or delegate or subcontract any of its rights or obligations hereunder, without Mitra Capital’s prior written consent. Any attempted transfer or delegation by you without Mitra Capital’s consent will be void. These Terms of Use will bind and inure to the benefit of each party’s successors and permitted assigns.

You agree to be bound by any agreement or consent you transmit to or through the Site via any media or electronic device, including internet, telephone and wireless devices.

Mitra Capital LLC
100 High Street, Suite 420, Boston, MA 02110
(617) 399-2800
info@MitraCapital.com