Terms and Conditions

Terms of Use

By entering the website (the “Site”) of NewSpring Capital (“NewSpring” or “We,” “Us,” or “Our”), you accept and agree to follow the terms and conditions described in these Terms of Use (“Terms of Use”). These Terms of Use are a binding agreement between you and NewSpring, and governs your access and use of the Site, which includes any information, data, tools, products, services and other content (together, “Content”) available on or through the Site. You may contact NewSpring at the address provided below with questions about the terms and conditions of these Terms of Use.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ENTERING THE SITE. EACH TIME YOU ENTER THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS OF USE IN THEIR THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THESE TERMS OF USE, PLEASE EXIT THE SITE.

1. Limited License to Use the Site

The Site is owned by NewSpring and its affiliates. The Site and the Content may be protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by NewSpring, its affiliates and/or third parties.

NewSpring grants you a limited right to use the Site only for your own private, non-commercial informational purposes only, and to print pages from the Site only in connection with that use. You may not modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any Content, including any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site. You are prohibited from removing any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site or on any printed pages. In addition, you are prohibited from decomposing, decompiling, reverse engineering, disassembling or otherwise deconstructing all or any portion of the Site.

Any data that you transmit to the Site (including without limitation personally identifiable information) becomes the property of NewSpring and may be used by NewSpring for any lawful purpose without restriction, subject to the Privacy Policy.

All Content on the Site is meant to be reviewed in its entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions or disclosures apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

Your continuing right to use the Site is subject to your agreement to abide by these Terms of Use in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site.  At any time and for any reason we may revoke your right to use all or any portion of the Site.

2. No Offer of Securities

NewSpring and its affiliates manage funds for high net worth individuals, families, funds and institutions. Nothing on the Site or in these Terms of Use shall be construed (i) as an offer to sell securities, a recommendation regarding any securities, or a solicitation of an offer to buy securities in any NewSpring fund; or (ii) as an offer by NewSpring to act as an investment advisor for any person. All such offers may be made only to privately solicited investors who have been pre-qualified as to both investment suitability and net worth, including qualifying as accredited investors within the meaning of the Securities Act of 1933, as amended, after delivery of required disclosure documents and offering memoranda, and only in such jurisdictions in which such an offer would be lawful.

3. No Reliance

All Content provided on the Site is for informational purposes only.

Any estimates, projections or predictions on the Site are intended to be forward-looking statements. Although NewSpring believes that the expectations in such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such estimates are subject to actual known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected. NewSpring expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in its expectations or any change in circumstances upon which such statement is based.

No statements contained on the Site should be construed as a guarantee or assurance of future performance or future results. NewSpring’s past performance is not indicative of future results.

There are various risks you assume when reviewing the Content on the Site.

Dated Content speaks only as of the date indicated. We may modify the Content on the Site at any time and without notice to you.

We make reasonable efforts to provide accurate Content, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. In addition, we do not endorse the opinions of, or warrant the accuracy of facts or other content contributed by, any third party.

You agree that we are not liable for any action you take or decision you make in reliance on any content on the Site.

The Content on the Site is not intended to be, and you should not consider anything on the Site to be, investment, accounting, tax or legal advice. You are encouraged to discuss information that you learn from the Site with your financial, legal or tax advisors and others with whom you share investment decisions.

4. Your Representations and Warranties

You represent and warrant that you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms of Use.

You represent and warrant that you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms of Use.

You represent and warrant that you will not delete any Content from the Site.

5. Third Party Links

NewSpring is not responsible for information on any third party website that is referred in, or accessible or connected by hyperlink to, the Site.

If you access any third party website through the Site or otherwise, you do so at your own risk.

Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by or affiliation with us.

6. No Warranty

NEWSPRING DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM.

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT.

NEWSPRING’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Limitation of Liability

IN NO EVENT SHALL NEWSPRING, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, PRINCIPALS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE OR WITH ANY DELAY OR TECHNICAL PROBLEMS IN USING THE SITE, OR ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF NEWSPRING, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, PRINCIPALS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME STATE AND/OR FEDERAL LAWS LIMIT THE APPLICABILITY OF DISCLAIMERS OR LIMITATIONS OF LIABILITY, IN WHICH CASE SUCH LIMITATIONS SHALL APPLY ONLY TO THE EXTENT LEGALLY ENFORCEABLE IN THE APPLICABLE JURISDICTION.

8. Breach and Indemnification

You will be responsible for any liability to NewSpring that arises out of your breach of these Terms of Use or your use of the Site.

You agree to indemnify, defend and hold harmless NewSpring and its affiliates, agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to: (i) your use of the Site (ii) your breach of these Terms of Use or any representation, warranty or covenant made by you in these Terms of Use, (iii) your violation of any applicable law, statute, ordinance, regulation or of any third party's rights, or (iv) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in these Terms of Use.

9. Updates to the Sites and Modifications to the User Agreement

You acknowledge that NewSpring may update the Site and its contents, and may modify the terms of these Terms of Use at any time. Modifications to these Terms of Use will be effective immediately upon posting unless we indicate otherwise. You agree to review periodically the terms of these Terms of Use.

By entering any of the Site you agree to and fully accept these Terms of Use in its then current form each time you enter the Site.

10. General

Any legal action brought hereunder shall be brought exclusively in the courts in the Commonwealth of Pennsylvania, and it is agreed that such courts shall have jurisdiction over the parties to this agreement and any dispute arising hereunder.  You agree to not use the Site or any portion of the Site in violation of U.S. export regulations.  You are responsible for adhering to all relevant local and national laws wherever you are.

NewSpring may monitor and record activity on the Sites and respond in compliance with our Privacy Policy as we deem appropriate.

Any notice to NewSpring shall be to Jonathan Schwartz, at jschwartz@newspringcapital.com.

If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.

NewSpring has the right in its sole discretion to restrict, suspend or terminate your access to all or any part of the Site at any time, for any or no reason, with or without prior notice and without liability.