Terms of Use

Introduction

These terms and conditions govern your use of this website (the “Site”); by using this Site, you accept these terms, conditions, policies, and notices (the “Terms of Use”) in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.

The Site is owned or controlled by Varys Capital and its affiliates (collectively “Varys Capital”). You must be at least 18 years of age to use this website. By using this website and by agreeing to these terms and conditions you warrant and represent that you are at least 18 years of age.

Varys Capital reserves the right to change these Terms of Use without notice at any time. Your use of this Site after we post any changes to these Terms of Use constitutes your agreement to those changes. Any such change to these Terms of Use shall be effective upon posting to the Site. Accordingly, you agree to periodically review these Terms of Use when accessing or using the Site.

Limited License to Use the Site

Varys Capital owns the intellectual property rights on the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

• republish material from this website (including republication on another website);
• sell, rent, or sub-license material from the website;
• show any material from the website in public;
• reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
• edit or otherwise modify any material on the website; or
• redistribute material from this website.

Where content is specifically made available for redistribution, it may only be redistributed within your organization.

Acceptable Use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, and data harvesting) on or in relation to this website without Varys Capital's express written consent.

You must not use this website to transmit or send unsolicited commercial communications.

You must not use this website for any purposes related to marketing without Varys Capital's express written consent.

No Offer of Securities

THIS SITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE, OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY VARYS CAPITAL OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY VARYS CAPITAL. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF EACH SUCH INVESTMENT FUND AS DETERMINED FROM TIME TO TIME BY VARYS CAPITAL IN ITS SOLE AND ABSOLUTE DISCRETION.

Such requirements may include, among other things, qualifying as an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended; a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a “qualified eligible person” within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a “qualified purchaser” within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. Access to information about the investment funds managed by, or advisory services offered by, Varys Capital is similarly limited to investors who meet the applicable investor suitability, experience, and sophistication requirements. You acknowledge that participation in investment funds is speculative in nature, involves a high degree of risk, and is intended only for experienced and sophisticated investors.

No Advice

This Site is not intended to provide any investment, financial, legal, regulatory, accounting, tax, or similar advice, and nothing on this Site should be construed as a recommendation, by Varys Capital or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult your own investment, legal, tax, and similar professionals regarding your specific situation and any specific decision.

No Offer of Employment

The Site does not constitute an offer or promise of employment with respect to any employment position described on this Site. Without notice, Varys Capital may eliminate, modify, or change any aspects of any employment described on the Site. This Site does not provide binding employment offers or any terms or conditions of employment. Any employment offer that may ensue as a result of your submission of information to Varys Capital shall be solely in accordance with the specific terms of such employment offer, not the terms of the Site.

Privacy Policy

Varys Capital's Privacy Policy posted on this website applies to the use of this Site, and its terms are made a part of these Terms of Use by this reference. Read our Privacy Policy for more information about our information collection, use practices, and our use of cookies. Your use of this Site signifies your consent to those practices and use.

Links to Third-Party Web Sites

Varys Capital has not reviewed any of the websites that may be linked to the Site and are not responsible for their content. Varys Capital is not responsible for the privacy practices of such other websites. You’re linking to or use of any off-site pages or other websites is at your own risk. Varys Capital's inclusion of links to other websites does not imply any endorsement of the material located on or linked to by such websites.

Restricted Access

Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Varys Capital. Such passwords will only be issued to current investors in an investment fund sponsored or managed by Varys Capital, or to prospective investors who are eligible to receive a Private Placement Memorandum for one or more of those investment funds or their respective agents and designees. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by Varys Capital. Users of the Site acknowledge that past performance is not necessarily indicative of future results. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by Varys Capital for their specific use. Unauthorized individuals attempting to access, or accessing, these areas can be subject to criminal and/or civil prosecution.

During any registration process, you must provide complete and accurate information about yourself during the registration process. It is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility. You may not have a username or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable. You are solely responsible for maintaining the confidentiality of your password and account. Additionally, you are solely responsible for any and all activities that occur under your account. You agree to notify Varys Capital immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate or disclose any username, ID, password, or other information that provides you access to the Site. Varys Capital is not liable for any loss that you may incur as a result of the unauthorized use of your password or account, either with or without your knowledge.

Varys Capital may disable your user ID and password at Varys Capital's sole discretion without notice or explanation.

User Content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material, and audio-visual material) that you submit to this website, for whatever purpose.

You grant to Varys Capital a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to Varys Capital the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or Varys Capital or a third party (in each case under any applicable law).

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaints.

Varys Capital reserves the right to edit or remove any material submitted to this website, or stored on Varys Capital's servers, or hosted or published upon this website.

Varys Capital does not accept or consider unsolicited ideas from outside Varys Capital, including ideas for new or improved products or packaging, technologies, product names, or promotion or marketing strategies. Should you submit an idea to Varys Capital, it will treat the information as non-confidential and non-proprietary and Varys Capital will be free to use the information for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.

Notwithstanding Varys Capital's rights under these terms and conditions in relation to user content, Varys Capital does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

No Reliance

Varys Capital makes no representations or warranties as to the accuracy, reliability, or completeness of any information and any content on the Site. Any content of the Site is subject to change without notice. Permission by Varys Capital to access this Site should not be construed as or relied upon as, investment, financial, legal, regulatory, accounting, tax, or similar advice. You acknowledge that any reliance on such material or systems will be at your own risk. Varys Capital makes no representations regarding the amount of time that any content on this Site will be preserved.

No Warranty

THIS WEBSITE IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. VARYS CAPITAL MAKES NO REPRESENTATIONS OR WARRANTIES IN RELATION TO THIS WEBSITE OR THE INFORMATION AND MATERIALS PROVIDED ON THIS WEBSITE. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING PARAGRAPH, VARYS CAPITAL DOES NOT WARRANT THAT (I) THIS WEBSITE WILL BE CONSTANTLY AVAILABLE, OR AVAILABLE AT ALL; OR (II) THE INFORMATION ON THIS WEBSITE IS COMPLETE, TRUE, ACCURATE, OR NON-MISLEADING. NOTHING ON THIS WEBSITE CONSTITUTES OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.

Limitations of Liability

VARYS CAPITAL WILL NOT BE LIABLE TO YOU (WHETHER UNDER THE LAW OF CONTACT, THE LAW OF TORTS OR OTHERWISE) IN RELATION TO THE CONTENTS OF, OR USE OF, OR OTHERWISE IN CONNECTION WITH, THIS WEBSITE: (I) TO THE EXTENT THAT THE WEBSITE IS PROVIDED FREE-OF-CHARGE, FOR ANY DIRECT LOSS; (II) FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS; OR (III) FOR ANY BUSINESS LOSSES, LOSS OF REVENUE, INCOME, PROFITS OR ANTICIPATED SAVINGS, LOSS OF CONTRACTS OR BUSINESS RELATIONSHIPS, LOSS OF REPUTATION OR GOODWILL, OR LOSS OR CORRUPTION OF INFORMATION OR DATA. THESE LIMITATIONS OF LIABILITY APPLY EVEN IF VARYS CAPITAL HAS BEEN EXPRESSLY ADVISED OF THE POTENTIAL LOSS.

Indemnification

YOU HEREBY INDEMNIFY VARYS CAPITAL AND UNDERTAKE TO KEEP VARYS CAPITAL INDEMNIFIED AGAINST ANY LOSSES, DAMAGES, COSTS, LIABILITIES, AND EXPENSES (INCLUDING WITHOUT LIMITATION LEGAL EXPENSES AND ANY AMOUNTS PAID BY VARYS CAPITAL TO A THIRD PARTY IN SETTLEMENT OF A CLAIM OR DISPUTE ON THE ADVICE OF VARYS CAPITAL'S LEGAL ADVISERS) INCURRED OR SUFFERED BY VARYS CAPITAL ARISING OUT OF ANY BREACH BY YOU OF ANY PROVISION OF THESE TERMS AND CONDITIONS, OR ARISING OUT OF ANY CLAIM THAT YOU HAVE BREACHED ANY PROVISION OF THESE TERMS AND CONDITIONS.

Other Parties

You accept that, as a limited liability entity, Varys Capital has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Varys Capital's officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect Varys Capital's officers, employees, agents, subsidiaries, successors, assigns, and sub-contractors as well as Varys Capital.

General

a. Unenforceable Provisions

If any provision of this website disclaimer is or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

b. Breaches to the Terms of Use

Without prejudice to Varys Capital's other rights under these terms and conditions, if you breach these terms and conditions in any way, Varys Capital may take such action as Varys Capital deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

c. Assignment

Varys Capital may transfer, sub-contract, or otherwise deal with Varys Capital's rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract, or otherwise deal with your rights and/or obligations under these terms and conditions.

d. Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

e. Entire Agreement

These terms and conditions, together with the privacy policy, constitute the entire agreement between you and Varys Capital in relation to your use of this website and supersede all previous agreements in respect of your use of this website.

f. Law and Jurisdiction

Terms of Use are governed by the internal laws of the State of New York, without reference to its conflicts of laws provisions. You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in the Borough of Manhattan, New York City as the exclusive jurisdiction and venue for the adjudication of all disputes arising out of or relating to the use of the Site. You hereby appoint the Secretary of State of the State of New York as your agent for service of process in any such proceeding. You agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with this Site and/or these Terms of Use, will be resolved individually, without resort to any form of class action. These Terms of Use operate to the fullest extent of permissible by law.

g. Contacts

For questions regarding this Terms of Use or general info, you can contact Varys Capital by email at [email protected]/.website_ad411e93.

Last Updated January 5, 2020