Terms

WILLOWBRIDGEASSOCIATES INC.

TERMS OF USE

Last Updated:  June 21, 2017

Willowbridge Associates Inc. (“Willowbridge,” “we,” “us,” or “our”) appreciates your interest in our company and your visit to our website owned and operated by Willowbridge.  These Terms of Use (“Terms”) set forth the basic terms and conditions that govern your visit to and use of willowbridge.com, its content and any other webpages owned and operated by Willowbridge that link back to or otherwise display these Terms (the “Site”).  References to Willowbridge herein refer to Willowbridge or its affiliates or designees as deemed appropriate by Willowbridge. 

BY USING THE SITE YOU AGREE TO BE BOUND BY THESE TERMS AND ALL DISCLAIMERS AND TERMS AND CONDITIONS THAT APPEAR ELSEWHERE ON THE SITE NOW OR IN THE FUTURE.  IF YOU DO NOT AGREE TO THESE TERMS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.  ALTHOUGH YOU MAY “BOOKMARK” A PARTICULAR PORTION OF THE SITE AND THEREBY BYPASS THESE TERMS, YOUR USE OF THE SITE STILL BINDS YOU TO THESE TERMS. THIS DOCUMENT AFFECTS YOUR LEGAL RIGHTS, INCLUDING LIMITING YOUR ABILITY TO SUE WILLOWBRIDGE IN COURT AND YOUR DAMAGES IF YOU SUE US, SO PLEASE READ IT CAREFULLY.

Nothing contained in these Terms is intended to modify or amend any other written agreement you may have with us (including without limitation any customer agreement, participation agreement, or account agreement) (“Other Agreements”) if any, that may currently be in effect.  In the event of any inconsistency between these Terms and any Other Agreements, the Other Agreements will govern.  Some pages within the Site may contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms.  In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.

YOUR COMPLIANCE WITH THESE TERMS AND ALL OTHER AGREEMENTS IS A CONDITION TO YOUR RIGHT TO ACCESS THE SITE.  YOUR BREACH OF ANY PROVISION OF THESE TERMS OR OTHER AGREEMENTS WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITE AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS, AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SITE AFTER SUCH BREACH. ANY SUSPECTED FRAUDULENT, ABUSIVE OR ILLEGAL ACTIVITY THAT MAY BE GROUNDS FOR TERMINATION OF YOUR USE OF THE SITE, MAY BE REFERRED TO APPROPRIATE LAW ENFORCEMENT AUTHORITIES.

IMPORTANT NOTES AND DISCLOSURES

The information and services on the Site are for informational purposes only and are not an offer to buy or sell or a solicitation of an offer to buy or sell any investment product or service of any kind.  Nothing herein should be construed as investment advice, an opinion regarding the appropriateness or suitability of any investment, an investment recommendation, professional, tax or financial advice or a comprehensive or complete statement of the matters discussed or the law relating thereto. 

Any decision to invest or take any other action with respect to the strategies, products or services discussed on the Site may involve risks not discussed herein and no such decisions should be made based on the information contained herein. It should not be assumed that any investments discussed on the Site will increase in value. While we use reasonable efforts to obtain information from sources believed to be reliable, we do not independently verify the accuracy of such information and cannot and do not make any guarantee regarding its accuracy or reliability. You are solely responsible for evaluating the risks and merits regarding use of the Site and should obtain relevant and specific professional advice before making any investment decision.

The information provided herein (including any separate documents that may be accessed through the Site) is not directed at any investor or category of investors and is provided solely as general information about our products and services and to otherwise provide general investment education.  No information contained herein should be regarded as a suggestion to engage in or refrain from any investment-related course of action as none of Willowbridge nor any of its affiliates is undertaking to provide investment advice, act as an adviser to any plan or entity subject to the Employee Retirement Income Security Act of 1974, as amended, individual retirement account or individual retirement annuity, or give advice in a fiduciary capacity with respect to the materials presented herein.   If you are an individual retirement investor, contact your financial advisor or other fiduciary unrelated to Willowbridge about whether any given investment idea, strategy, product or service described on the Site may be appropriate for your circumstances.

WEBSITE TERMS OF USE

1. Modifications.  Willowbridge reserves the right to make changes to the Site and these Terms at any time without prior notice to you.  Changes to these Terms will be effective when posted. For this reason, each time you use the Site, you should visit and review the then current Terms that apply to your use of the Site.  The date of the last revision or update appears at the top of each of these documents under the title.

2. Use of the Site. By accepting these Terms through your use of the Site, you certify that you are 19 years of age or older. If you are under the age of 19 you may not use or access the Site. The Site does not knowingly collect personal information about children under the age of 13.

3. Privacy.  For information on how Willowbridge collects, uses, and discloses information from its users, please review our Website Privacy Policy.  Your use of the Site indicates your consent to the data practices stated in our Privacy Policy.

4. Acceptable Use of Site Contents.  Materials on the Site are owned or licensed by Willowbridge and/or its third party providers and are protected by United States and international intellectual property laws.  The text, images, graphics, and their arrangement on the Site are all subject to copyright and other intellectual property protection.  The information, materials, and other content of the Site, including text, images and graphics (the “Content”) may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work, or otherwise used for public or commercial purposes without the express written consent of Willowbridge.  Access to and use of the Site is solely for your personal use.  You may download, copy, or print the Content for your personal reference only. No right, title, or interest in any of the contents of the Site is transferred to you as a result of any downloading, copying, printing, or use of the Site. You agree to only use the Site, including all Content, for the purposes for which it was designed. You further agree to comply with these Terms and all applicable local, state, national and international laws, rules and regulations.

5. Trademarks.  All product and service marks, trademarks, slogans, and logos (whether registered or unregistered) displayed on the Site (the “Marks”) are the exclusive property of Willowbridge, Willowbridge’s suppliers and partners, or their respective owners, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Willowbridge or the applicable trademark holder.  Nothing in these Terms shall constitute a waiver of any trademark or other intellectual property rights concerning a Mark or confer any license under any of our intellectual property rights related to any Marks or otherwise authorize you to use any Mark except as explicitly provided herein or permitted under applicable law.  Please be advised that Willowbridge may enforce its intellectual property rights to the fullest extent of the law.

6. Further Restrictions on Use. In addition to any other restrictions that may be contained in these Terms, as a condition of your use of the Site, you agree that you will not, under any circumstances:

· Use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with proper functioning of the Site, including making automated use of the Site or taking any action that we deem to impose or potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

· Use the Site for any unlawful purpose or for the promotion of illegal activities;

· Interfere with or disrupt or attempt to interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site, including bypassing any measure we take to restrict access to the Site;

· Use any software, technology or device to scrape, spider, or crawl the Site or harvest or manipulate data on the Site;

· Reverse engineer, decompile, disassemble, or otherwise attempt to extract or discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; or

· Use another’s user ID and password without permission.

If we believe you are using or attempting to use the Site in breach of any one or more of these restrictions or any other restrictions herein, we reserve the right to suspend or terminate your ability to use the Site (or any portion thereof).

7. Copyright and Intellectual Property Infringement Complaints.

Infringement Policy.  Allegedly infringing materials on the Site may be removed or suspended in our discretion or as defined by law.  Repeated infringement by a user of the Site may result in a termination of that user’s access to and use of the Site.

Notification to Willowbridge. If you believe in good faith that anything posted on the Site infringes any copyright that you own or control, please provide Willowbridge’s Copyright Agent with the following written information required under the Digital Millennium Copyright Act of 1998:

1.      Name, address, telephone number, e-mail address, and physical or electronic signature of the copyright owner who copyright is allegedly infringed, or someone authorized to act on the copyright owner’s behalf;

2.      A description of the copyrighted work or other intellectual property that you claim has been infringed upon, or if multiple copyright works are covered by a single notification, a representative list of such works;

3.      A description of where the material that you claim is infringing is located on the Site, with enough detail that Willowbridge may find it;

4.      Your contact information, including name, address, telephone number and email address.

5.      A written statement that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

6.      A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Willowbridge’s Copyright Agent for notice of claims of copyright infringement on the Site can be reached by e-mail or as follows: compliance@willowbridge.com

8. Third Party Content &Links to Other Websites.  References on the Site to any names, marks, products or services of third parties, or hypertext links to third party sites or information or content provided by third parties, are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the third party, its information, materials, or services.  Willowbridge has neither reviewed the contents of these third-party websites nor does Willowbridge claim any responsibility for the content or suitability of these third-party websites and Willowbridge makes no express or implied warranty about the accuracy, copyright compliance, legality, merchantability, or any other aspect of the content of such links.   The use of third party websites is entirely at your own risk.  By accessing these links, you acknowledge that such other sites or locations are not under the control of Willowbridge and you agree that Willowbridge shall not be responsible for any information or additional links found at such site or location, or for your use of such information.

9. Registration, Accounts, and Passwords.  Accessing certain services on the Site may require registration and the creation of an account.  If you create an account on the Site, you agree to be responsible for maintaining the confidentiality of user names, passwords, security questions and answers, or other account identifiers which you choose, and for all activities that occur under such account identifiers.  If, in the process of creating an account, you provide us with any information that is untrue, inaccurate, not current or incomplete, or if we have reason to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof) by you. You agree to promptly notify Willowbridge of: (i) any loss of your user names, passwords, security questions and answers, or account identifiers, and (ii) any unauthorized use of your user names, passwords, security questions and answers, or account identifiers.  Willowbridge will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section of the Terms.

10. No Investment Advice or Recommendations.  The information and services provided on the Site are for your general informational purposes only. You are solely responsible for evaluating the risks and merits regarding the use of the Site and any services provided herein.   Nothing contained herein constitutes a solicitation, recommendation, endorsement, or offer by us to buy or sell any securities or other financial instruments, products, or services.  Willowbridge makes no representations that any information provided via the Site is accurate, current, or complete.  Performance figures presented may be estimated and unaudited.

11. Fund Terms.  Fee, liquidity, and other information relating to a collective investment vehicle or account managed by Willowbridge (a “Willowbridge Fund”) is set forth in such Willowbridge Fund’s applicable offering document which may be updated and revised.   You should visit and review your Willowbridge Fund’s current offering document or contact Willowbridge to obtain important information about your Willowbridge Fund’s current investment terms. Please read the offering document carefully before investing or sending money.

12. Forward-Looking Statements.  The contents of the Site may contain forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates, and projections about the financial industry, the economy, and about Willowbridge itself.  The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “aim”, “will” or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence.  Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.  Furthermore, Willowbridge undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events or otherwise.  Opinions and any other Contents on the Site are subject to change without notice. Any transactions described on the Site as having been engaged in by us are included as representative transactions and are not necessarily reflective of overall results of any of our businesses. The Site has not been reviewed or approved by any regulatory authority and has been prepared without regard to the individual financial circumstances or objectives of persons who may receive it. The appropriateness of a particular investment strategy, product or service will depend on an investor’s individual circumstances and objectives. No representation is being made as to the suitability of any investment.

13. Past Performance.  Any performance data or comments expressed on the Site are an indication of past performance.  Past performance is not indicative of future results; no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

14. International Use.  Because this Site can be accessed internationally, you agree to comply with all local laws, rules, and regulations including, without limitation, all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Site.  The information on this Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Willowbridge  or its affiliates to any registration requirement within such jurisdiction or country.  Any offer for any product made on this Site is void where prohibited.

15. Indemnification.  As a condition of your use of the Site, you agree to indemnify and hold harmless Willowbridge, its subsidiaries and affiliates, and each of their respective officers, directors, employees, independent contractors, service providers, consultants, members, agents, agencies, third party partners, and advisors (individually and together, the “Indemnified Parties”), from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any content you in-put, disclose, store, or otherwise transmit on or through the Site or your use of or inability to use the Site, including without limitation any actual or threatened suit, demand or claim made against the Indemnified Parties, arising out of or relating to your conduct, your violation of these Terms or any other Willowbridge terms, policies, or agreements available on or through the Site, or your violation of the rights of any third party.

16. Disclaimer.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SITE, ALL CONTENT OF THE SITE AND ALL SERVICES OFFERED IN CONNECTION WITH THE SITE ARE PROVIDED ON AN “AS IS” AND AS AVAILABLE WITH ALL FAULTS BASIS.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WILLOWBRIDGE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND IN CONNECTION THEREWITH, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  IN ADDITION, WILLOWBRIDGE DOES NOT WARRANT THAT YOUR USE OF THE SITE, OR THE OPERATION OR FUNCTION OF THE SITE, ANY COMPONENT THEREOF, OR ANY SERVICES OFFERED IN CONNECTION THEREWITH: WILL BE UNINTERRUPTED OR ERROR FREE; THAT DEFECTS THEREWITH WILL BE CORRECTED; OR THAT THE SITE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS.  ALTHOUGH WILLOWBRIDGE ENDEAVORS TO PROVIDE CURRENT, ACCURATE, AND RELIABLE INFORMATION ON THE SITE, IT DOES NOT WARRANT, OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, SECURITY, AVAILABILITY OR ANY USE OF INFORMATION ON THE SITE.  ALL CONTENT ON THIS SITE IS PRESENTED ONLY AS OF THE DATE PUBLISHED OR INDICATED AND MAY BE SUPERSEDED BY SUBSEQUENT MARKET EVENTS OR OTHER CIRCUMSTANCES; WILLOWBRIDGE DISCLAIMS ANY RESPONSIBILITY TO UPDATE THE CONTENT.  YOU ARE RESPOSINSIBLE FOR REFRESHING YOUR SCREEN OR SETTING THE CACHE SETTINGS ON YOUR INTERNET BROWSER TO ENSURE YOU ARE VEIWING THE MOST CURRENT CONTENT.  YOUR CONTINUED USE OF THE SITE FOLLOWING ANY MODIFICATIONS CONSTITUTES YOUR BINDING ACCEPTANCE HEREOF.

17. Limitation on Liability.  BY USING THE SITE, YOU ACKNOWLEDGE: (1) THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK; (2) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SITE; AND (3) THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WILLOWBRIDGE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR LIABILITIES OF ANY KIND RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WILLOWBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL WILLOWBRIDGE BE LIABLE FOR ANY DAMAGES, LOSSES, OR LIABILITIES, IN CONNECTION WITH YOUR RELIANCE ON OR USE OR INABILITY TO USE THE INFORMATION, MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, EVEN IF WILLOWBRIDGE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.  NEITHER WILLOWBRIDGE NOR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF ACCESS TO, USE OF OR INABILITY TO USE THE SITE, OR ANY ERRORS OR OMISSION IN THE CONTENT THEREOF.   THIS LIMITATION INCLUDES DAMAGES TO, OR FOR ANY VIRUSES THAT INFECT, YOUR COMPUTER EQUIPMENT.

WILLOWBRIDGE RESERVES THE RIGHT TO ALTER OR REMOVE THE CONTENT OF THE SITE OR SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES.

18. Governing Law and Waiver.  You agree that your use of the Site and any disputes relating to it shall be governed in all respects by the laws of the State of New York, without giving effect to its conflict of laws principles. The failure of Willowbridge to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Willowbridge’s rights with respect to such breach or any subsequent breaches.

19. Class Action Waiver.  You agree that if any dispute should arise between you and Willowbridge, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.

20. Arbitration Agreement.  You and we mutually agree that any dispute of any kind arising out of the Terms, Privacy Policy, or your use of the Site will be resolved through binding arbitration pursuant to the American Arbitration Association (“AAA”) in accordance with AAA Commercial Arbitration Rules (www.adr.org/commercial) and Supplementary Procedures for Consumer-Related Disputes (www.adr.org/consumer).  Any claim must be brought on an individual basis with no class relief.  This section shall also be construed as a written agreement to arbitrate a dispute of any kind between you and Willowbridgethat may arise through the use of the Site.  You agree with us that this section satisfies the writing requirement of the Federal Arbitration Act.  The hearing shall be conducted in the county of your residence.  For any claim in which you seek US $10,000.00 or less, you shall have the choice as to whether the hearing is conducted in person, by telephone, or instead the arbitrator decides the dispute without a hearing.  For those claims that the arbitrator determines are not frivolous, Willowbridgewill pay the costs and fees of the arbitration and the arbitrator, and will not seek reimbursement from you.  This section shall not apply to disputes that are not arbitrable by law.

21. Severability. If any provision of these Terms is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable.  If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions.

22.  Complete Agreement.  These Terms and the Privacy Policy constitute the entire agreement between you and Willowbridge relating to the Site and your use of the Site, and supersede any prior agreements or understandings not incorporated herein.

23. Termination.  Notwithstanding anything in these Terms or on the Site, Willowbridge reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent your future access to and use of the Site or any other site operated by Willowbridge.

24. Contact Us.  Questions or comments about the Site may be directed to us by: (i) e-mailing info@willowbridge.com; (ii) calling us at 609-936-1100; or (iii) writing us at the following address with your message:

Investor Relations

Willowbridge Associates Inc.

101 Morgan Lane, Suite 180

Plainsboro, NJ  08536

Please be sure to include in any e-mail or postal mail your full name, e-mail address, postal address, and any message.