PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE. DO NOT USE THE SITE IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. YOUR USE OF THIS SITE CONSTITUTES YOUR IRREVOCABLE ACCEPTANCE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN.
Welcome to Solomon Hess Capital Management’s website (the “Site”). Any reference to “Solomon Hess Capital Management,” “Solomon Hess,” “we,” “us” or “our” below shall be construed to mean Solomon Hess Capital Management, LLC. The Site and the data, information, products, materials, services and other content available on or through the Site (collectively, the “Content”) is proprietary (and confidential, to the extent such Content is password-protected) to Solomon Hess, its affiliates, vendors and service providers, any persons specifically authorized by these parties and other third parties and is protected by copyright, trade secret and other related proprietary rights, including U.S. and international copyright and trademark laws and treaties. You agree to not copy for non-personal use, publish, disclose or otherwise distribute the information contained herein to third parties without receiving prior written consent from Solomon Hess.
THE INFORMATION ON THIS SITE IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, AND ARE IN PARTICULAR NOT DIRECTED TO, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE PROHIBITED OR CONTRARY TO ANY LAW OR REGULATION OR WOULD OBLIGATE US TO COMPLY WITH ANY ADDITIONAL LAW, REGULATION, REGISTRATION OR SIMILAR REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY. PERSONS IN RESPECT OF WHOM SUCH PROHIBITIONS APPLY MAY NOT ACCESS THIS SITE.
Only qualified persons will be permitted access to the password-protected parts of the Site. Users must represent (which may be both through the Site and outside the Site through personal contact) that they meet certain qualifications including that they are “accredited investors” as that term is defined under Regulation D under the Securities Act of 1933 OR that they are acting on behalf of a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act of 1933. Any questionnaires or other notices, and the information users (“Users”) provide to us through such questionnaires, are hereby incorporated into and subject to these Terms of Use. This Site contains information about private investment funds commonly called “hedge funds.” There are substantial risks involved in investing in hedge funds. Hedge funds are not suitable for all investors. You should read carefully the Hedge Fund Risk Disclosures at the end of these Terms of Use.
Users are responsible for maintaining the confidentiality of the user name and password (“login information”) we provide you for accessing the password-protected parts of the Site, and for securing all facilities, products and equipment that might allow access to the Site (collectively, “Resources”). Users must not share their login information with any third party and are solely responsible for any and all activity that takes place under their login information. We reserve the right to revoke a User’s login information at any time for any reason without prior notice.
We may require Users to provide additional and/or more detailed information to verify their identity when we deem it necessary or appropriate to do so in order to comply with the applicable anti-money laundering laws, including, if applicable, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act” or “Patriot Act”). Solomon Hess will comply with all applicable regulations which have been or will be promulgated by the United States’ Treasury Department under the Patriot Act.
I. TERMS AND CONDITIONS
By accessing, viewing or using the Content you indicate that you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract and equally binding, and that you accept these Terms of Use and agree to be legally bound by them.
The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Site constitutes your agreement to and understanding of all such terms, conditions, and notices. We reserve the right to change the terms, conditions, and notices under which the Site and the information and services offered through the Site are offered without further notice to you.
While we use reasonable efforts to update the information on the Site, we make no representations or warranties as to the accuracy, reliability, timeliness or completeness of any information at the Site. Any Content at the Site is subject to change without notice. While the information contained on the Site has been obtained from sources believed reliable, neither we nor any information provider that we use guarantee that the information on the Site is accurate, timely, valid or complete or make any warranties, express or implied, with regard to the results that have or may be obtained from its use.
II. LICENSE
The Site and the Content are provided by us as a service to you. In order to access and use the Site, you are granted a limited, nonexclusive, revocable and nontransferable license to use the Site conditioned on your continued compliance with these Terms of Use.
You may not modify, copy, distribute, broadcast, transmit, display, reproduce, publish, license, create derivative works from, transfer, sell or otherwise use, in any medium, any information, products, services or material obtained from or through the Site, except you may, for your sole personal use and information, access, use and store the Content or any portion thereof solely for your own personal, and not commercial, purposes. Any personal copy of the information contained on this Site shall retain all copyright and other such notices. As a further condition of use of the Site, you warrant to us that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use and you will comply with any applicable local, state, national, or international laws or regulations when using the Site. You may not create a third party link to this Site without prior written consent from Solomon Hess.
Nothing at the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any image, trademark, logo or service mark at the Site. No act of downloading, storing, accessing, using, or otherwise copying from the Site will transfer title to any software or material at the Site to you. Anything that you transmit to the Site becomes our property, may be used by us for any lawful purpose (subject to any further agreement between us and you), and is further subject to disclosure as deemed appropriate by us, including to any legal or regulatory authority to which we are subject. We reserve all rights with respect to copyright and trademark ownership of all material at the Site, and will enforce such rights to the full extent of the law.
III. USE OF SITE
The information on the Site is intended for informational purposes only. We do not provide recommendations, investment advice or any other advice to you or any other party through the Site, and no information or material at the Site is to be relied upon for the purpose of making or communicating investment or other decisions. Nothing on this Site is intended to be, nor should it be construed or used as, financial, legal, tax or investment advice, be an opinion of the appropriateness or suitability of any investment, or intended to be an offer, or the solicitation of any offer, to buy or sell any security, including an interest in any private investment fund managed by Solomon Hess. No such offer or solicitation may be made prior to the delivery of appropriate offering documents to qualified investors. Before making any investment, an investor should thoroughly review the particular fund’s confidential offering documents with the investor’s financial, legal and tax advisor to determine whether an investment in such fund is suitable for the investor in light of the investor’s investment objectives, financial circumstances and tax situation.
The Content is as of the date(s) indicated and is not a complete description of any investment, strategy or other product or services offered by Solomon Hess and is subject to the more complete disclosures and terms and conditions contained in a particular private investment fund’s offering documents. No warranty, express or implied, representation or guarantee is made as to the accuracy, validity, timeliness, completeness or suitability of the Content.
No representation is made that any investor or fund will or is likely to achieve its objectives, or that any investment strategy or risk management will be successful or that any investor of fund will or is likely to achieve results comparable to any shown or will make any profit or will be able to avoid incurring losses. Past performance is no guarantee of future results.
Any assumptions, assessments, statements or the like (“statements”) regarding future events or that are forward-looking constitute only subjective views, outlooks, estimations or intentions, are based upon the author’s or source’s expectations ,intentions or beliefs, should not be relied on, are subject to change due to a variety of factors, including fluctuating market conditions, and involve inherent risks and uncertainties, both general and specific, many of which cannot be predicted or quantified and are beyond Solomon Hess’s control. Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets, a general downturn in the economy, competition from other companies, changes in governmental policy or regulation, inability to attract or retain key employees, or inability to implement our strategies. Future evidence and actual results could differ materially from those set forth in, contemplated by, or underlying these statements. In light of these risks and uncertainties, there can be no assurance and no representation is given that these statements are now or will prove to be accurate or complete in any way.
IV. PRIVACY POLICY
We consider your personal data to be private. You acknowledge that you have read and agreed to Solomon Hess’s general Privacy Policyposted on the Site. All information collected in the course of your using the Site (including your qualification as a User of the Site) or otherwise, including any individual logging or click-stream data gathered in the course of navigating the Site, is strictly for internal purposes and will be kept confidential, subject to applicable law. We may capture and record information on our server logs from your browser when you interact and use the Site including your IP address, cookie information and the page(s) you request regarding your IP address generally for use in administering the Site, customizing the Content you see, fulfilling your requests for certain services and information, and contacting you. Cookies are alphanumeric identifiers that we may transfer to your computer hard drive through your Web browser to enable our systems to recognize that browser. Your IP address may be used to help identify you and your patterns and processes and to gather broad demographic and current interest information that we may then use for generic reports posted on the Site.
As part of the process to give you access to the password-protected parts of the Site, we may collect contact information, unique identifiers, financial information and other information. This information is used to qualify you as a User and may also be used to send Users relevant and timely information. You may at any time opt out of receiving communications except for those essential to your use of the Site and to the administration of your Site usage, if any, with Solomon Hess and for regulatory requirements, including possible annual requalification requirements.
You additionally have the option to remove all personal information from the Site’s database and not to receive future communications or to forgo the Site’s information and services altogether by either sending an email to info@solomonhess.com.
V. CONFIDENTIALITY ON INTERNET
Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While we have endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from the Site over the Internet cannot be guaranteed.
Accordingly, we are not responsible for the security of any information transmitted via the Internet or for the consequences of any reliance on such information. You assume the sole and complete risk for using the Site and must make your own determination as to these matters.
VI. SECURITY OF SITE
Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. For your protection, we reserve the right to view, monitor, and record activity on the Site without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by appropriate governmental, regulatory and law enforcement organizations in connection with applicable law, including the investigation or prosecution of possible criminal activity on the Site. We will also comply with all lawful court orders and governmental, regulatory and law enforcement requests involving such information.
VII. LINKS TO OTHER SITES
We may permit users to have access, through hypertext or other computer links, from the Site to web sites operated by persons other than us. In such cases, such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such web sites’ owners. You agree that we are not responsible for the content or operation of such web sites, and that we shall have no liability to you or any other person or entity for the use of, or inability to use, any third party web sites. A hyperlink from this Site to another web site does not imply or mean that we endorse or approve the content on that web site or the operator or operations of that web site. You are solely responsible for determining the extent to which you may use or rely upon any content at any other web sites to which you link from this Site. We are not responsible for the privacy practices or the content, security or policies, including privacy policies, of any other web site that is linked or linking to the Site.
Accordingly, Solomon Hess and its respective affiliates and each of their respective officers, directors, principals, members, partners, shareholders, employees, agents, advisors and representatives (collectively, “We and Our Affiliates” or as the context requires, “Us and Our Affiliates”) expressly disclaim any liability or responsibility for the content or services of any web site owned by a third party that may be linked to this Site, whether such link is contained on this Site or provided by a third party. No judgment, representation or warranty, express or implied, is made with respect to the accuracy, timeliness, or suitability of the content or services of any web site to which this Site may link. Your use of such third party sites is at your own risk based upon such due diligence as you have determined is appropriate. We and Our Affiliates shall not be responsible for any loss or damage of any sort incurred as a result of any dealings you may have with respect to such third party or third party web sites or as the result of the presence of any links to such third party web sites. See also “Additional Disclaimers and Disclosures” below.
VIII. EVENTS BEYOND OUR CONTROL
You expressly absolve and release Us and Our Affiliates from any claim of harm resulting from a cause beyond our control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist attacks, or governmental restrictions.
IX. ADDITIONAL DISCLAIMERS AND DISCLOSURES
THE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE CONTENT HAS BEEN GATHERED AND DERIVED FROM SOURCES BELIEVED TO BE RELIABLE, HOWEVER WE HAVE NOT INDEPENDENTLY VERIFIED THE INFORMATION AND MAKE NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, OF ANY KIND WHATSOEVER, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING REGARDING THE ACCURACY, TIMELINESS, VALIDITY OR COMPLETENESS OF THE INFORMATION, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OR THAT THE CONTENT WILL REMAIN UNINTERRUPTED. WHILE WE MAKE NO COMMITMENT TO UPDATE THE CONTENT, WE RESERVE THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. WE RESERVE THE RIGHT TO MAKE UNAVAILABLE AT ANY TIME THIS SITE OR THE CONTENT. THIS SITE AND ITS CONTENT ARE OUR PROPERTY AND/OR OUR VENDORS, DATA PROVIDERS AND/OR OTHER THIRD PARTY SOURCES, AND IS PROTECTED BY COPYRIGHT, TRADE SECRET AND OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
WE FURTHER ASSUME NO RESPONSIBILITY, AND MAKE NO WARRANTIES, THAT 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. WE AND OUR AFFILIATES 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 THE 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 ON THE SITE IS INTENDED FOR INFORMATIONAL ONLY. WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INVESTMENT DECISIONS, ADVICE, LOSS OF PROFITS, COSTS OR ANY OTHER INDIRECT DAMAGES RELATING TO THE SUITABILITY, ADEQUACY, VALIDITY, ACCURACY, TIMELINESS, DELAY, COMPLETENESS OR USE OF ANY INFORMATION ON THE SITE. WHILE WE MAKE NO COMMITMENT TO UPDATE THE CONTENT, WE RESERVE THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. WE RESERVE THE RIGHT TO MAKE UNAVAILABLE AT ANY TIME THIS SITE OR THE CONTENT. WE ALSO DO NOT OFFER ADVICE REGARDING THE QUALITY OR SUITABILITY OF ANY INVESTMENT THROUGH THE SITE.
WITH RESPECT TO THE PERFORMANCE DATA PRESENTED ON THE SITE, YOU SHOULD NOTE THAT PAST PERFORMANCE IS NOT NECESSARILY AN INDICATION, AND IS NOT A GUARANTEE, OF FUTURE PERFORMANCE.
UNAUTHORISED USE OF ANY MATERIAL CONTAINED ON THE SITE MAY VIOLATE COPYRIGHT LAWS, TRADEMARK LAWS, TRADEMARK LAWS, TRADE SECRET LAWS, THE LAWS OF PRIVACY AND PUBLICITY, AND OTHER REGULATIONS AND STATUTES.
X. LIMITATION OF LIABILITY AND INDEMNITY
Under no circumstances, including, but not limited to, negligence, shall We and Our Affiliates be liable for any special or consequential damages that result from the use of, or the inability to use, the Content or the Site, even if We and Our Affiliates have been advised of the possibility of such damages. In no event will We and Our Affiliates have any liability to you for damages, losses and claims or causes of action (whether in contract, tort, including, but not limited to, negligence, or otherwise) for accessing or using the Site.
You agree that your breach of these Terms of Use may result in irreparable harm to us which cannot be compensated by money damages, and that we shall be entitled to obtain injunctive relief for any such breach.
You agree to defend, indemnify, and hold harmless We and Our Affiliates and our respective attorneys, licensors, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Site, any arrangements you make based on the information available or through the Site, and any breach by you of these Terms of Use or other improper act or omission.
XI. GOVERNING LAW
These Terms of Use has been made in and will be construed and enforced in accordance with the laws of the State of Virginia. Any action to enforce these Terms of Use must be brought in the state or federal courts located in the City of Falls Church and the State of Virginia, and all parties to these Terms of Use expressly agree to be subject to the jurisdiction and venue of such courts. Your consent to this jurisdiction is irrevocable.
XII. TERMS AND TERMINATION
These Terms of Use take effect at the time you begin using the Site, thereby indicating acceptance of these Terms of Use, and, at each use thereafter, you shall be deemed to have reaffirmed your acceptance of these Terms of Use. We reserve the right at any time in its sole discretion to deny you or any User access to the Site or any portion thereof and to terminate these Terms of Use. Termination of access or these Terms of Use may be effective without notice.
XIII. MISCELLANEOUS
Failure to insist on strict performance of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by us of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. References to “you” in the Terms of Use shall mean all users of the Site, including all Users.
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 the liability limitations set forth above, such invalidity or unenforceability shall not affect the enforceability or validity of any other portion of these Terms of Use, which shall remain in full force and effect and be construed as if the invalid or unenforceable portion were not part of these Terms of Use, and, if possible, the then invalid or unenforceable provision will be deemed superseded and replaced by a valid, enforceable provision that most clearly matches the intent of the original provision. Any rights not expressly granted herein are reserved.
The Terms of Use, and other terms and conditions and similar provisions that may be applicable to you regarding the Site, including any questionnaires you complete through the Site (all of which are hereby incorporated as if set forth fully herein), represent the entire agreement between us and you with respect to use of and Content available on or through the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between us and you with respect to the Site.
Solomon Hess (and/or its affiliates) may act as an investment adviser, general partner, managing member or in a similar capacity for any of entity listed on the Site under a separate agreement or arrangement and may be separately compensated in such capacity.
XIV. HEDGE FUND RISK DISCLOSURES
Hedge Funds, including funds of funds (collectively, “Hedge Funds”), are unregistered private investment partnerships, funds or pools that may invest and trade in many different market strategies, and instruments (including securities, non-securities and derivatives) and that employ different investment, hedging, leverage and arbitrage methodologies. Hedge Funds are not subject to the same regulatory requirements as mutual funds, including mutual fund requirements to provide certain periodic and standardized pricing and valuation information to investors. There are substantial risks in investing in Hedge Funds. Persons interested in investing in Hedge Funds should carefully note the following:
- Hedge Funds represent speculative investments and involve a high degree of risk. An investor could lose all or a substantial portion of his/her investment. Investors must have the financial ability, sophistication/experience and willingness to bear the risks of an investment in a Hedge Fund.
- A Hedge Fund may employ a distinctive strategy which may not have a readily ascertainable comparative benchmark or index.
- Hedge Fund documents are not reviewed or approved by federal or state regulators.
- An investment in a Hedge Funds should be discretionary capital set aside strictly for speculative purposes.
- An investment in a Hedge Fund is not suitable or desirable for all investors. Only Qualified Eligible Investors may invest in Hedge Funds. Moreover, each Hedge Fund has specific requirements for an investor to be eligible to invest in that Hedge Fund which are contained in Hedge Fund’s offering documents.
- Hedge Funds may be leveraged (including highly leveraged) and a Hedge Fund performance may be volatile.
- Hedge Funds may use benchmarks or targets for measurement purposes. There is no guarantee that a Hedge Funds’ goals, objectives, benchmarks or targeted returns will be achieved or reached.
- Hedge Funds may have little or no operating history or performance and may use hypothetical or pro forma performance which may not reflect actual trading done by the manager or advisor and such history or performance should be reviewed carefully. Investors should not place undue reliance on pro forma or hypothetical performance.
- A Hedge Fund and its managers/advisors may be subject to various conflicts of interest.
- A Hedge Fund and its managers/advisors may rely on the trading expertise and experience of third-party managers or advisors; the identity of which may not be disclosed to investors.
- A Hedge Fund is not required to provide periodic pricing or valuation information to investors and it may be the Hedge Fund’s practice to not provide such information.
- Strategies intended to hedge risk may be partly or wholly unsuccessful.
- Some Hedge Funds may use a single advisor or employ a single strategy, which could mean a lack of diversification and higher risk.
- Some Hedge Funds execute a portion, and in some cases a substantial portion, of trades on foreign exchanges or over the counter markets. Such trades could involve a higher degree of risk.
- An investment in a Hedge Fund may be illiquid and there may be significant restrictions on transferring interests in a Hedge Fund. There is no secondary market for an investor’s investment in a Hedge Fund and none is expected to develop.
- A Hedge Fund’s fees and expenses, which may be substantial regardless of any positive return, will offset the Fund’s trading profits.
- A Hedge Fund may involve a complex tax structure (which should be reviewed carefully) and delays in distributing important tax information.
- A Hedge Fund may not provide any transparency regarding its underlying investments (including sub-funds in a Fund of Funds structure) to investors. In such a case, there will be no way for an investor to discover or monitor the specific investments made by the Hedge Fund or, in a Fund of Funds structure, to know whether the sub-fund investments are consistent with the Hedge Fund’s investment strategy or risk parameters.
The above general summary is not a complete list of the risks and other important disclosures involved in investing in Hedge Funds and, with respect to any particular Hedge Fund, is subject to the more complete and specific disclosures contained in such Hedge Fund’s respective offering documents. Before making any investment, an investor should thoroughly review a Hedge Fund’s offering documents with the investor’s financial, legal and tax advisor to determine whether an investment in the Hedge Fund is suitable for the investor in light of the investor’s investment objectives, financial circumstances and tax situation.
