These Terms and Conditions of Use (the "Terms") describe
the terms and conditions under which Sterling Stamos Capital Management,
L.P. (hereinafter referred to, together with its affiliates and
the investment funds and partnerships (including any general partner
or manager of any such investment fund or partnership) for which
it acts as a manager, as "Sterling Stamos"), will permit
persons who visit this web site (the "Site") to use the
Site and the services that Sterling Stamos makes available on or
through it (the "Services"), including, without limitation,
(1) persons who are authorized to use specified secure areas of
this site ("Authorized Users") in conjunction with separate
written subscription agreements with Sterling Stamos (the "Subscription
Agreements") and (2) other persons who visit the Site but who
are not authorized to use such secure areas (Authorized Users and
other visitors collectively referred to as "you").
Please read these Terms carefully and refer to them as often as
necessary. These Terms and the Subscription Agreement(s),
if any, provide all of the applicable Sterling Stamos requirements
and comprise the entire agreement between you and Sterling Stamos
with respect to the Site and the Services.
2. ACCEPTANCE OF TERMS THROUGH USE
By using the Site, you signify your agreement to all terms,
conditions, and notices contained or referenced in these Terms.
If you do not agree to these Terms, you are not permitted
to use the Site. Sterling Stamos reserves the right, at its
discretion, to update or revise these Terms. Please check
these Terms periodically for changes as Sterling Stamos reserves
the right to change the Terms without prior notice. Your continued
use of the Site following the posting of any changes to these Terms
constitutes acceptance of those changes.
3. USER CONDUCT
If you are an Authorized User, your user name and password
will be your identity for purposes of interacting with the Site.
You will use your password solely in accordance with these Terms
and notify Sterling Stamos if you learn of or suspect any loss,
theft or unauthorized use of your password.
You agree not to use the Site for any unlawful purpose. You
agree not to attempt to gain access to any area of the site and
any information for which you have not previously received authorization
in writing. You also acknowledge and agree that Sterling Stamos
has put into place security measures designed to prevent unauthorized
access to the information of other Authorized Users, and should
you gain access to any information for which you have not received
prior authorization, you will not view, download, print, harvest
or collect, or attempt to view, download, print, harvest or collect,
any such information. You also agree that you will not upload
or attempt to upload any content (including text, communications,
software, images, sounds, data, or other information) that contains
software viruses or any other computer code, files, or programs
that are designed or intended to disrupt, damage, or limit the functioning
of any software, hardware, or telecommunications equipment or to
damage or obtain unauthorized access to any data or other information
of any third party.
You acknowledge and agree that, although Sterling Stamos has implemented
and uses its best efforts to maintain security measures designed
to prevent the unauthorized access by visitors and other Authorized
Users to the information that you are authorized to access and use,
no security measures are available that can be 100% guaranteed to
prevent such unauthorized access. Sterling Stamos therefore
does not warrant that such security measures will prevent such unauthorized
access in each and every instance.
You further agree that you will not harvest or collect, or attempt
to harvest or collect, information about other Authorized Users
and other visitors to the Site or use such information for the purpose
of transmitting or facilitating transmission of unsolicited bulk
electronic mail or communications.
4. PROPRIETARY RIGHTS
You acknowledge and agree that all content and materials available
on the Site are protected by copyrights, trademarks, service marks,
patents, trade secrets, or other proprietary rights and laws.
Except as may be expressly authorized by Sterling Stamos under a
separate written agreement, you agree not to sell, license, rent,
modify, distribute, copy, reproduce, transmit, publicly display,
publicly perform, publish, adapt, edit, or create derivative works
from such materials or content. Notwithstanding the foregoing
sentence, and unless Sterling Stamos grants you broader rights under
such separate written agreement, you are granted a limited license
to print or download one copy of the materials or content on the
Site on any single computer for your personal, non-commercial use,
provided you keep intact all copyright and other proprietary notices;
subject, however, to any express terms and conditions displayed
with such materials or content. Systematic retrieval of data
or other content from the Site to create or compile, directly or
indirectly, a collection, compilation, database or directory without
written permission from Sterling Stamos is prohibited. In
addition, use of the content or materials for any purpose not expressly
permitted in these Terms is prohibited. Except as expressly
provided above, all rights are reserved.
As discussed above, reproduction, copying, or redistribution for
commercial purposes of any materials or design elements on the Site
is strictly prohibited without the express written permission of
Sterling Stamos or as provided in a separate written agreement with
Sterling Stamos. Among other things, except to the extent
required for the limited purpose of reviewing material on the Site,
electronic reproduction, adaptation, distribution, performance or
display is prohibited. Use of any of Sterling Stamos' trademarks
as metatags on other web sites also is strictly prohibited.
You may not display this web site in frames (or any of the content
or materials via in-line links) without our express written permission.
Permission to use certain content or materials in a manner prohibited
by this Section 4 is granted only when certain limited criteria
Sterling Stamos uses the personally identifiable information
that it gathers primarily to communicate with you and, generally,
it does not share this information with third parties. Sterling
Stamos uses return email addresses to answer the email that it receives.
Such addresses are not used for any other purpose and are
not shared with outside parties. However, Sterling Stamos
may disclose such information if it has received your permission
beforehand or in very special circumstances, such as when it believes
that such disclosure is required by law or other special cases described
Sterling Stamos may also disclose personally identifiable information
in special cases when it has reason to believe that disclosing this
information is necessary to identify, contact, or bring legal action
against you or someone else who may be violating these Terms or
may be causing injury to or interference (either intentionally or
unintentionally) with Sterling Stamos' rights or property, other
users of the Site, or anyone else that could be harmed by such activities.
Sterling Stamos may disclose or access personally identifiable
information when it believes in good faith that the law requires
it and for administrative and other purposes that it deems necessary
to maintain, service, and improve its products and services.
Sterling Stamos does not sell or rent personally identifiable
user information to anyone. Sterling Stamos will notify you
at the time of data collection or transfer if your data will be
shared with a third party, and you will always have the option of
not permitting the transfer.
Authorized Users. A "cookie" is a small amount of
data that is sent to your browser from a web server and stored on
your computer's hard drive. Use of the secure areas of our
web Site requires that Authorized Users accept cookies. Sterling
Stamos uses session cookies in order to uniquely identify an Authorized
User so that the Authorized User can login and have access to the
secure area for which the Authorized User has authorization.
Unlike most cookies, however, this session cookie is not retained
after the Authorized User's browser is closed.
Unfortunately, no data transmission over the Internet can be guaranteed
to be 100% secure. As a result, while Sterling Stamos strives
to protect your personally identifiable information, it cannot ensure
or warrant the security of any information that you transmit to
it, and you do so at your own risk. Once Sterling Stamos receives
your transmission, it makes its best effort within the Site to ensure
the security of the information on Sterling Stamos' systems.
To prevent unauthorized access, maintain data accuracy, and ensure
the correct use of information, Sterling Stamos has put in place
appropriate physical, electronic, and managerial procedures to safeguard
and secure the information it collects online.
Providers and/or third parties linked to the Site have separate
privacy and data collection practices. Sterling Stamos has
no responsibility or liability for these independent policies. For
more information regarding each provider, its site, and its privacy
policies, return to that provider's home page and click on its information
6. DISCLAIMER OF WARRANTIES
ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED
IN OR AVAILABLE THROUGH THE SITE (THE "CONTENT") ARE PROVIDED
"AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE
CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
STERLING STAMOS AND ITS LICENSORS DO NOT WARRANT THAT THE
CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL BE
AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR
ERRORS WILL BE CORRECTED; THAT UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION
OF THE CONTENT WILL NOT OCCUR; OR THAT THE CONTENT IS FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITE IS SOLELY AT YOUR
RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF
CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU. The
Content is subject to change without notice. Permission by
Sterling Stamos to use of the Site should not be construed (i) as
a representation that the content is correct nor (ii) as investment,
financial, business, legal, regulatory, accounting or tax advice.
7. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL STERLING STAMOS, ITS SUBSIDIARIES, OR
ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR
INABILITY TO USE, THE SITE, OR THE UNAUTHORIZED ACCESS TO OR THE
MISAPPROPRIATION OF ANY CONTENT MADE AVAILABLE ON OR THROUGH THE
SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED
ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS,
EVEN IF STERLING STAMOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, STERLING STAMOS'
LIABILITY IN SUCH JURISDICTIONS WILL BE LIMITED TO THE EXTENT PERMITTED
Upon a request by Sterling Stamos, you agree to defend, indemnify,
and hold harmless Sterling Stamos, its subsidiaries and other affiliated
companies, and the employees, contractors, officers, and directors
of each of them from all liabilities, claims, and expenses, including
attorney's fees, that arise from your use or misuse of the Site.
Sterling Stamos reserves the right, at it own expense, to
assume the exclusive defense and control of any matter otherwise
subject to indemnification by you, in which event you will cooperate
with Sterling Stamos in asserting any available defenses.
9. INTERNATIONAL USE
Sterling Stamos makes no representation that materials on the Site
are appropriate or available for use in locations outside the United
States, and accessing them from territories where their contents
are illegal is prohibited. Those who choose to access the
Site from other locations do so on their own initiative and are
responsible for compliance with local laws.
10. CHOICE OF LAW AND FORUM
These Terms will be governed by and construed in accordance with
the laws of the State of New York, excluding its conflicts of law
rules. You expressly agree that the exclusive jurisdiction
for any claim or action arising out of or relating to these Terms
or your use of the Site will be filed only in the state or federal
courts located in the State of New York, and you further agree and
submit to the exercise of personal jurisdiction of such courts for
the purpose of litigating any such claim or action.
11. DISPUTE RESOLUTION
All disputes arising out of or relating to these Terms
or your use of the Site ("Disputes") will be settled by
final and binding arbitration conducted in New York, by a neutral
arbitrator, in accordance with these Terms and the then-current
commercial arbitration rules of the American Arbitration Association.
Each party will bear its own expenses, except that the prevailing
party may recover the filing costs and the expenses of the arbitrator
from the other party. Any award of the arbitrator will be in writing
and will state the reasons for the award. Judgment upon an
award may be entered in any court having competent jurisdiction.
The arbitrator will not have the power to order pre-hearing
discovery of documents or the taking of depositions, but may compel
attendance of witnesses and the production of documents at the hearing.
The parties, their representatives and participants and the
arbitrator will hold the existence, content and result of the arbitration
in confidence, except to the limited extent necessary to enforce
a final settlement agreement or to obtain or enforce a judgment
on an arbitration decision and award. Any Disputes relating
to your failure to pay billed charges for the Services, if any,
are exempt from the requirement of binding arbitration. You
agree that Sterling Stamos will be entitled to obtain preliminary
injunctive relief to enforce any of these Terms against you pending
a final determination in arbitration.
12. SEVERABILITY AND INTEGRATION
Unless otherwise specified herein, this agreement, together
with your obligations with respect to the Subscription Agreement(s),
if any, under which you are authorized to use the Services (as such
obligations are set forth in Section 1 of these Terms), constitutes
the entire agreement between you and Sterling Stamos with respect
to the Site and the Services, and supersedes all other prior or
contemporaneous communications and proposals (whether oral, written,
or electronic) between you and Sterling Stamos with respect to the
Site and the Services. In the event of a conflict between
these Terms and the Subscription Agreement(s), if any, under which
you are authorized to use the Services, then the terms of such Subscription
Agreement(s) shall govern. If any part of these Terms is held
invalid or unenforceable, that portion will be construed in a manner
consistent with applicable law to reflect, as nearly as possible,
the original intentions of the parties, and the remaining portions
will remain in full force and effect.
Sterling Stamos reserves the right, in its sole discretion,
to terminate your access to all or part of the Site, with or without
Revised July 11, 2005