1. Acceptance of the Terms and Conditions.
a. Binding Agreement; Description. This Terms of Service (this
“Agreement”) is a binding contract between you, an individual
user (“User” or “you”), and Stack AM PTE LTD (“Stack Funds,”
Stack,” “we,” “us,” or “our”) governing your use of
www.stackfunds.com and any other websites and/or online
services or properties owned and operated by Stack Funds
(collectively, the “Service”).
b. BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE
READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF
YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU MAY
NOT USE THE SERVICE.
If you are accessing the Service on behalf of a business or
corporate entity (“Organization”), then you hereby represent
and warrant that you have the authority to bind that
Organization and your acceptance of this Agreement will be
treated as acceptance by the Organization. In that event,
“User,” “you” and “your” in this Agreement will refer to the
Organization.
c. Material Terms and Notices. As provided in greater detail
in this Agreement (and without limiting the express language
of this Agreement), you acknowledge the following:
i. the Service is licensed to you, not sold to you, and you
may use the Service only as set forth in this Agreement; ii.
the use of the Service may be subject to separate third party
terms of service and fees, which are your sole responsibility;
iii. you consent to the collection, use, and disclosure of
your personally identifiable information in accordance with
Stack’s Privacy Policy iv. to the fullest extent permitted by
law, the Service is provided “as is” without warranties of any
kind and Stack’s liability to you is limited; and v. we will
resolve disputes arising under this Agreement through binding
arbitration. By accepting this Agreement, as provided in
greater detail in Section 8 of this Agreement, you and Stack
Funds are each waiving the right to a trial by jury or to
participate in a class action.
d. Changes to this Agreement. You understand and agree that
Stack Funds may change this Agreement at any time without
prior notice; provided that Stack Funds will endeavor to
provide you with prior notice of any material changes. You may
read a current, effective copy of this Agreement at any time
by selecting the appropriate link on the Service.
The revised Agreement will become effective at the time of
posting. Any use of the Service after such date will
constitute your acceptance of such revised Agreement. If any
change to this Agreement is not acceptable to you, then your
sole remedy is to stop accessing, browsing, and otherwise
using the Service. The terms of this Agreement will govern any
updates Stack Funds provides to you that replace and/or
supplement any portion of the Service, unless the upgrade is
accompanied by a separate license or revised Agreement, in
which case the terms of that license or revised Agreement will
govern. Notwithstanding the preceding sentences of this
Section 1.c, no revisions to this Agreement will apply to any
dispute between you and Stack Funds that arose prior to the
effective date of such revision.
e. Privacy Policy. Your access to and use of the Service is
also subject to Stack Fund’s Privacy Policy located at on its
website, the terms and conditions of which are incorporated
herein by reference. f. Consideration. You understand and
agree that this Agreement is entered into in consideration of
your use of the Service and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged. g. Eligibility.
THE SERVICE IS NOT
FOR PERSONS UNDER THE AGE OF 18 OR FOR ANY USERS PREVIOUSLY
SUSPENDED OR REMOVED FROM THE SERVICE BY STACK FUNDS. IF YOU
ARE UNDER 18 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE
SERVICE AT ANY TIME OR IN ANY MANNER. By accessing or using
the Service, you affirm that you are at least 18 years of
age.
2. The Service.
a. Description. The Service is intended to provide information
regarding products and services offered by Stack Funds to
sophisticated potential investors, and allows Users to submit
an indication of interest in the Fund or other Stack products
or services, execute related membership agreements, and track
Fund and performance through the password-protected area of
the Service intended for approved investors in the Fund
(“Investors”) (such password-protected area of the Service is
the “Investor Portal”). b. Disclaimers. By submitting a
request for and expressing interest, you represent and warrant
that you have read and understood the disclaimers regarding
the Fund or other disclaimers made available via the Service
regarding other Stack Funds products or services, which are
hereby incorporated by reference. Stack Funds reserves the
right to reject any application for membership at any time for
any reason or for no reason at all and without notice to you.
TO THE FULLEST EXTENT PERMITTED BY LAW, STACK FUNDS DISCLAIMS
LIABILITY FOR ANY USER’S RELIANCE ON THE SERVICE TO INFORM AN
INVESTMENT DECISION WITH RESPECT TO THE FUND. c. Fund
Membership. The Fund’s subscription agreement (the
“Subscription Agreement”) and other Fund documentation may be
provided to you by Stack Funds at its sole discretion and only
upon satisfactory completion of the investor onboarding
process. This Agreement does not govern your participation in
the Fund, which may only be effected by (i) following the
applicable enrollment procedure; (ii) executing the
Subscription Agreement and other required documentation; and
(iii) acceptance of your membership in the Fund by Stack
Funds. Stack Funds reserves the right to refuse or accept any
subscription under the Subscription Agreement in its sole
discretion.
3. Registration.
a. Account Security. You are responsible for the security of
your Account, and are fully responsible for all activities
that occur through the use of your credentials. You will
notify Stack Funds immediately at admin@stackfunds.com if you
suspect or know of any unauthorized use of your log-in
credentials or any other breach of security with respect to
your Account. Stack Funds will not be liable for any loss or
damage arising from unauthorized use of your credentials prior
to you notifying Stack Funds of such unauthorized use or loss
of your credentials. Separate log-in credentials may be
required to access External Sites. b. Accuracy of Information.
When creating an Account, you agree to provide true, accurate,
current, and complete information as Stack Funds requires. You
will update the information about yourself promptly, and as
necessary, to keep it current and accurate. We reserve the
right to disallow, cancel, remove, or reassign certain
usernames and permalinks in appropriate circumstances, as
determined by us in our sole discretion, and may, with or
without prior notice, suspend or terminate your Account if
activities occur on your Account which, in our sole
discretion, would or might constitute a violation of this
Agreement, or an infringement or violation of any third party
rights, or of any applicable laws or regulations. If messages
sent to the email address you provide are returned as
undeliverable, then Stack Funds may terminate your Account
immediately without notice to you and without any liability to
you or any third party.
4. Intellectual Property Rights.
a. License. The Service is licensed, not sold, to you for use
only under the terms of this Agreement. Subject to your
complete and ongoing compliance with this Agreement, Stack
Funds hereby grants you a personal, limited, revocable,
non-transferable license to access and use the Service solely
for your personal use as permitted by this Agreement,
including the right to use the functionality of the Service to
access the documentation and subscription agreement. b.
Content. The content that Users may access on or through the
Service, including, without limitation, any text, graphics,
photos, software, and interactive features, may be protected
by copyright or other intellectual property rights and owned
by Stack Funds. You may not copy, reproduce, upload,
republish, transmit, create derivative works of, publicly
perform, or distribute any materials from the Service in any
way without prior express written permission of the copyright
owner of such material or as otherwise specified in this
Agreement or permitted by the Service’s intended
functionalities. You may not modify or use any materials
obtained from or available through the Service unless you have
obtained the applicable copyright owner’s prior express
written authorization. Stack Funds owns all design rights,
databases, and compilation and other intellectual property
rights in and to the Service, in each case whether registered
or unregistered, and related goodwill. c. Marks. The
trademarks, design marks, service marks, and logos (“Stack
Funds Trademarks”) used and displayed on the Service are Stack
Funds registered and unregistered trademarks or service marks.
Other product and service names located on the Service may be
trademarks or service marks owned by third parties (the
“Third-Party Trademarks,” and, collectively with Stack Funds
Trademarks, the “Trademarks”). Nothing on the Service or in
this Agreement should be construed as granting, by
implication, estoppel, or otherwise, any license or right to
use any Trademark displayed on this Service without Stack
Funds prior express written consent for each individual use.
You may not use the Trademarks to disparage Stack Funds or the
applicable third party (including Stack Funds or the third
party’s products or services) or in any manner, using
commercially reasonable judgment, that may damage any goodwill
in the Trademarks. You may not use any Trademarks as part of a
link to or from any Service without Stack Funds prior express
written consent. All goodwill generated from the use of any
Stack Funds Trademark will inure solely to Stack Funds
benefit. d. Restrictions. Stack Funds reserves all rights not
expressly granted to you. You may not sell, transfer, assign,
license, sublicense, or modify Stack Funds Content, and you
may not reproduce, display, publicly perform, make a
derivative version of, distribute, or otherwise use Stack
Funds Content in any way for any public or commercial purpose
without Stack Funds prior written consent. The use or posting
of any of Stack Funds Content on any other website or in a
networked computer environment for any purpose is expressly
prohibited. If you violate any part of this Agreement, then
your right to access and/or use Stack Funds Content and
Service will automatically terminate and you must immediately
destroy any copies you have made of Stack Funds Content.
5. Restrictions on Use of the Service.
a. In using the Service, you agree not to: i. take any action
that imposes an unreasonable load on the Service’s
infrastructure; ii. use any device, software, or routine to
interfere or attempt to interfere with the proper working of
the Service, or any activity conducted on the Service; iii.
attempt to decipher, decompile, disassemble, or reverse
engineer any of the software comprising or making up the
Service; iv. delete or alter any material Stack Funds or any
other person or entity Posts on the Service; v. frame or link
to any of the materials or information available on the
Service, or download Stack Funds Content; vi. alter, deface,
mutilate, circumvent, or otherwise bypass any approved
software through which the Service is made available; vii. use
any Trademarks, photographs, or other content belonging to
Stack Funds or obtained from the Service without our express
written consent; viii. access, tamper with, or use non-public
areas of the Service, Stack Funds (and its hosting company’s)
computer systems and infrastructure, or the technical delivery
systems of Stack Funds providers; ix. provide any false
personal information to Stack Funds; x. create a false
identity or impersonate another person or entity in any way;
xi. create a new Account with Stack Funds, without Stack Funds
express written consent, if Stack Funds has previously
disabled an Account of yours; xii. restrict, discourage, or
inhibit any person from using the Service, disclose personal
information about a third person on the Service or obtained
from the Service without the consent of that person, or
collect information about Users of the Service; xiii. gain
unauthorized access to the Service, to other Users’ Accounts,
names, or personally identifiable information, or to other
computers or websites connected or linked to the Service; xiv.
make available any virus, worm, spyware, or any other computer
code, file, or program that may or is intended to disable,
overburden, impair, damage, or hijack the operation of any
hardware, software, or telecommunications equipment, or any
other aspect of the Service or communications equipment and
computers connected to the Service; xv. interfere with or
disrupt the Service, networks, or servers connected to the
Service or violate the regulations, policies, or procedures of
those networks or servers; xvi. violate any applicable
federal, state, or local laws or regulations (including the
laws of the jurisdiction in which you are located) or the
terms of this Agreement; xvii. assist or permit any persons in
engaging in any of the activities described above; or xviii.
share the Subscription Agreement or any documentation provided
to you regarding the Fund with any third party absent Stack
Funds express prior written consent.
6. External Sites.
The Service may contain links
to or integration of third party websites or services
(“External Sites”). These links are provided solely as a
convenience to you and not as an endorsement by us of the
content on or the operators of such External Sites. The
content of such External Sites is developed and provided by
others. You should contact the site administrator or webmaster
for those External Sites if you have any concerns regarding
such links or any content located on such External Sites.
Stack Funds is not responsible for the content of any linked
External Sites and does not make any representations regarding
the content or accuracy of any materials on such External
Sites. You should take precautions when downloading files from
all websites to protect your computer from viruses and other
destructive programs. If you decide to access any External
Sites, you do so at your own risk. You agree that Stack Funds
will have no liability to you arising from your use,
engagement, exposure to, or interaction with any External
Sites.
7. Feedback.
While we are continually working to
develop and evaluate our own product ideas and features, we
pride ourselves on paying close attention to the interests,
feedback, comments, and suggestions we receive from the User
community. If you choose to contribute by sending Stack Funds
or our employees any ideas for products, services, features,
modifications, enhancements, content, refinements,
technologies, content offerings (such as audio, visual, games,
or other types of content), promotions, strategies, or
product/feature names, or any related documentation, artwork,
computer code, diagrams, or other materials (collectively
“Feedback”), then regardless of what your accompanying
communication may say, the following terms will apply, so that
future misunderstandings can be avoided. Accordingly, by
sending Feedback to Stack Funds, you agree that: a. Stack
Funds has no obligation to review, consider, or implement your
Feedback, or to return to you all or part of any Feedback for
any reason; b. . Feedback is provided on a non-confidential
basis, and Stack Funds is not under any obligation to keep any
Feedback you send confidential or to refrain from using or
disclosing it in any way; and c. You irrevocably grant Stack
Funds perpetual and unlimited permission to reproduce,
distribute, publicly display, communicate to the public,
publicly perform (including by means of digital audio
transmissions and on a through-to-the-audience basis), make
available, create derivative works from, retransmit from
External Sites, and otherwise exploit and use the Feedback and
derivatives thereof for any purpose and without restriction,
free of charge and without attribution of any kind, including
by making, using, selling, offering for sale, importing, and
promoting commercial products and services that incorporate or
embody Feedback, whether in whole or in part, and whether as
provided or as modified.
8. Dispute Resolution.
a. Generally. In the interest of resolving disputes between
you and Stack Funds in the most expedient and cost effective
manner, you and Stack Funds agree that any dispute arising out
of or related to this Agreement or your use of the Service
will be resolved by binding arbitration. Arbitration is less
formal than a lawsuit in court. Arbitration uses a neutral
arbitrator instead of a judge or jury, may allow for more
limited discovery than in court, and can be subject to very
limited review by courts. Arbitrators can award the same
damages and relief that a court can award. This agreement to
arbitrate disputes includes all claims arising out of or in
any way related to this Agreement or your use of the Service,
whether based in contract, tort, statute, fraud,
misrepresentation, or any other legal theory, and regardless
of whether a claim arises during or after the termination of
this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING
INTO THIS AGREEMENT, YOU AND STACK FUNDS ARE EACH WAIVING THE
RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION
AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY
THE FEDERAL ARBITRATION ACT.
9. Limitation of Liability and Disclaimer of Warranties.
THE PROVISIONS IN THIS SECTION 9 APPLY TO THE FULLEST EXTENT
PERMITTED BY LAW: a. STACK FUNDS, THE FUND AND THEIR
RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
SUPPLIERS AND LICENSORS (COLLECTIVELY, “STACK FUNDS PARTIES”)
MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND
ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING, BUT NOT
LIMITED TO, THE ACCURACY, RELIABILITY, COMPLETENESS,
TIMELINESS, OR RELIABILITY THEREOF. STACK FUNDS PARTIES WILL
NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR
COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED
TO ANY USER, OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN, OR
FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION
STREAM FROM WHATEVER CAUSE. TO THE FULLEST EXTENT PERMITTED BY
LAW, AS A USER, YOU AGREE THAT YOU USE THE SERVICE AND ANY
CONTENT AT YOUR OWN RISK. b. STACK FUNDS PARTIES DO NOT
WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE
SERVICE AND ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR
SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF
THE SERVICE OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING
OR REPLACING EQUIPMENT OR DATA, NO STACK FUNDS PARTY WILL BE
RESPONSIBLE FOR THOSE COSTS. c. THE SERVICE AND ALL CONTENT
ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT
ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY
LAW, STACK FUNDS PARTIES DISCLAIM ALL WARRANTIES, INCLUDING,
BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A
PARTICULAR PURPOSE. d. IN NO EVENT WILL ANY STACK FUNDS PARTY
BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM
LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN
CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE AND
ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF
SUCH STACK FUNDS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. STACK’S LIABILITY, AND THE LIABILITY OF ANY
OTHER STACK FUNDS PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY
CIRCUMSTANCE IS LIMITED TO $100.
10. Third Party Disputes.
STACK FUNDS IS NOT AFFILIATED WITH ANY SERVICE PROVIDER, OR
OTHER THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY
SERVICE PROVIDER, THIRD PARTY SERVICE, OR OTHER THIRD PARTY,
INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE,
IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND, TO THE
FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE STACK
FUNDS PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES
(ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND
UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH
DISPUTES.
11. Indemnification.
To the fullest extent permitted by law, you agree to defend,
indemnify, and hold harmless Stack Funds Parties from and
against any claims, actions, or demands, including, without
limitation, reasonable legal and accounting fees, arising or
resulting from your breach of this Agreement or your access
to, use, or misuse of Stack Funds Content or the Service.
Stack Funds will provide notice to you of any such claim,
suit, or proceeding. Stack Funds reserves the right to, at
your expense, assume the exclusive defense and control of any
matter which is subject to indemnification under this section.
In such case, you agree to cooperate with any reasonable
requests assisting Stack Funds defense of such matter. You
shall at all times have the option to participate in any
matter or litigation other than those governed by Section 8 of
this Agreement, including, but not limited to, participation
through counsel of your own selection, if desired, at your own
expense.
12. Termination of this Agreement.
a. Stack Funds reserves the right, in its sole discretion, to
restrict, suspend, or terminate this Agreement and your access
to all or any part of the Service at any time and for any
reason without prior notice or liability. Stack Funds also
reserves the right to change, suspend, or discontinue all or
any part of the Service at any time without prior notice or
liability. b. Sections 1, 3.b, 3.c, 4.b, 4.c, 4.d, 5 through
12 survive the termination of this Agreement indefinitely.
13. Consent to Electronic Communications.
By using
the Service, you consent to receiving certain electronic
communications from us as further described in the Privacy
Policy. Please read the Privacy Policy to learn more about
your choices regarding our electronic communications
practices. You agree that any notices, agreements,
disclosures, or other communications relating to the Service
or this Agreement that we send to you electronically will
satisfy any legal communication requirements, including that
such communications be in writing.
14. Contact Us.
If you would like to contact us in
connection with your use of the Service, then please contact
us by email at admin@stackfunds.com.