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| USER AGREEMENT |
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ALL USERS! BEFORE ACCESSING THIS SITE, PLEASE READ THIS AGREEMENT CAREFULLY
AS IT GOVERNS USE OF THIS SITE BY YOUR FIRM AND ANY MATERIAL AVAILABLE
THROUGH THE SITE.
This User Agreement ("Agreement") is a legally binding contract between you,
your firm, and Roushan Khandaker Group. Clicking the "I Agree" button at the
end of this Agreement is the legal equivalent of manually signing a paper
copy of this Agreement. By clicking on the "I Agree" button, you represent,
warrant and covenant to Roushan Khandaker Group that you are authorized to
execute this Agreement on behalf of yourself and your firm and that you,
acting on behalf of yourself and your firm, intend for you and your firm to
be legally bound by this Agreement.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE
NOT GRANTED PERMISSION BY ROUSHAN KHANDAKER GROUP TO ACCESS OR OTHERWISE USE
THIS WEB SITE ("SITE").
1. Grant of License. This Site and the materials and information available
on or through it are provided by Roushan Khandaker Group as a service to its
users. This Agreement provides you and your firm (hereinafter, "User"), with
a limited, revocable, nonexclusive, nontransferable license to use this Site
conditioned on User's continued compliance with this Agreement.
User may print and download materials and information on this Site solely
for its internal business use or as provided in another agreement between
Roushan Khandaker Group and your firm, provided that all hard copies contain
all copyright and other applicable notices contained in such materials and
information.
Notwithstanding the foregoing and except as otherwise expressly permitted
herein, User may not modify, copy, distribute, broadcast, transmit,
reproduce, publish, license, transfer, sell, mirror, frame, or otherwise use
any information or material obtained from or through this Site. As a further
condition of use of this Site, User shall not use this Site for any purpose
that is unlawful or prohibited by this Agreement and shall comply with any
applicable local, state, national, or international laws or regulations when
using this Site.
2. No Recommendations or Investment Advice. Roushan Khandaker Group does not
provide investment advice or recommendations about investments of any kind.
The information on this Site is intended for educational, informational, and
research purposes only. Accordingly, Roushan Khandaker Group and its
licensors who license information to Roushan Khandaker Group ("Information
Providers") do not offer advice regarding the quality or suitability of any
investment or of any investment manager and assume no responsibility or
liability for any investment decisions or advice, treatment, or services
rendered by any institutional investor, expert panelist, broker-dealer,
investment manager, investment professional, or any other person featured on
this Site. Prior to making any investment or to hiring any investment
manager, User should consult with its financial advisors to verify pricing
and other information and/or do such other due diligence as may be
appropriate under the circumstances. Roushan Khandaker Group and its
Information Providers shall not have any liability for investment decisions
based upon, or the results obtained from, the content provided on the Site.
3. Intellectual Property Rights. All material contained on or available
through this Site, unless otherwise indicated, is protected by law
including, but not limited to, United States copyright, trade secret, and
trademark law, as well as other state, national, and international laws and
regulations. Except as expressly provided herein, Roushan Khandaker Group
does not grant any express or implied right to User of this Site under any
patent(s), copyright(s), trademark(s), or trade secret information.
Accordingly, unauthorized use of any material contained on this Site may
violate copyright laws, trademark laws, trade secret laws, patent laws, the
laws of privacy and publicity, and other regulations and statutes. Please be
aware that Roushan Khandaker Group actively and aggressively enforces its
intellectual property rights to the fullest extent of the law.
The contents of this Site are Copyright (c) 2009 Roushan Khandaker Group,
Inc. All rights reserved. Roushan Khandaker Group also owns a copyright in
the Site as a collective work and/or compilation, and in the selection,
coordination, arrangement, and enhancement of this Site's content.
Roushan Khandaker Group, and all other names, logos, and icons identifying
Roushan Khandaker Group's products and services are proprietary marks of
Roushan Khandaker Group, and any use of such marks without the express
written permission of Roushan Khandaker Group is strictly prohibited. Other
product and company names mentioned herein may be the trademarks of their
respective owners.
4. Privacy Policy. Roushan Khandaker Group considers User's personal data to
be private and operates this Site by keeping any collected information
confidential.
5. Sign-In Name and Password Policy; Confidentiality. Use of certain
portions of this Site requires both sign-in information and a password.
During the registration process for this Site, BAID, an individual will use
his/her email address as the Sign-In Name ("Sign-In Name") and a password
("Password") to gain access to the restricted areas of this Site. Each
Sign-In Name and corresponding Password can only be used by one individual.
Anyone with knowledge of both an individual's Sign-In Name and Password can
gain access to the restricted portions of this Site and the information
available to each user. Accordingly, User shall keep its Password
confidential.
User shall promptly notify Roushan Khandaker Group if it becomes aware of
any loss or theft of a User Password or any unauthorized use of a User
Password. Roushan Khandaker Group reserves the right to delete or change a
User Password at any time and for any reason.
All information disclosed to User in connection with its use of the Site,
including, without limitation any information that relates to or involves
any investment manager, separate account or fund, including information
relating to an investment manager's, a separate account's or a fund's
performance (collectively, "Confidential Material") is of a proprietary and
confidential nature and damage to Roushan Khandaker Group and /or the
separate accounts, funds and/or the investment managers could result if the
Confidential Material is disclosed to any third party. Confidential Material
shall not include material or information that User can demonstrate by
written records is (i) already in the possession of or known to User, (ii)
generally available to the public other than as a result of an unauthorized
disclosure by User or its Representative (as defined below, or (iii) that
becomes available to User from a source other than the Site or other than
any other communication from Roushan Khandaker Group.
Except as required by law, the Confidential Material will be kept
confidential by User and will not be disclosed in any manner whatsoever,
except that User may disclose all or portions of the Confidential Material
to its directors, officers, employees, agents, affiliates, representatives
and advisors (collectively the "Representatives") who need to know such
information for the purpose of evaluating an investment in any of the
investment products on the Site. User shall inform its Representatives of
the confidential nature of the Confidential Material and shall direct its
Representatives to treat such information confidentially and otherwise to
comply with the terms of this Agreement. In addition, User and its
Representatives may disclose to any person who has a beneficial interest in
a fund on the Site the Confidential Material with respect to such fund. User
shall maintain a complete and accurate record of all persons to whom the
Confidential Material is given. User shall be responsible for any breach of
this Agreement by any of its Representatives and User will, at its sole
expense, use its best efforts (including, but not limited to, court
proceedings) to restrain its Representatives from prohibited or unauthorized
disclosure or use of the Confidential Material.
User understands and agrees that money damages would not be an adequate
remedy for any breach of this Agreement and that Roushan Khandaker Group
shall be entitled to equitable relief, including injunctions and specific
performance, if User or its Representatives breach or threaten to breach any
provision of this Agreement. Such remedies shall not be deemed to be the
exclusive remedies for a breach or threatened breach by User or its
Representatives of this Agreement but shall be in addition to all other
remedies available at law or equity to Roushan Khandaker Group. User further
agrees to waive any requirement for the posting of a bond in connection with
any such equitable relief. In the event of litigation relating to this
Agreement, if a court of competent jurisdiction determines in a final,
nonappealable order that User has breached this Agreement, then User shall
be liable and pay to Roushan Khandaker Group the reasonable legal fees
Roushan Khandaker Group incurs in connection with such litigation, including
any appeal therefrom.
6. Confidentiality on Internet. Use of the internet is solely at your own
risk and is subject to all applicable local, state, national, and
international laws and regulations. While Roushan Khandaker Group has
endeavored to create a secure and reliable Site, please be advised that the
confidentiality of any communication or material transmitted to/from this
Site over the internet cannot be guaranteed.
Accordingly, Roushan Khandaker Group and its affiliates are not responsible
for the security of any information transmitted via the internet, the
accuracy of the information contained on the Site, or for the consequences
of any reliance on such information. User assumes sole and complete risk for
using this Site and must make his or her own determination as to these
matters. For more private communication, users may contact Roushan Khandaker
Group at 130 William Street, 6th floor, New York, NY 10038.
7. Security of Site. Actual or attempted unauthorized use of the Site may
result in criminal and/or civil prosecution. For your protection, Roushan
Khandaker Group reserves the right to view, monitor, and record activity on
the Site without notice or permission from you. Any information obtained by
monitoring, reviewing, or recording is subject to review by law enforcement
organizations in connection with investigation or prosecution of possible
criminal activity on the Site. Roushan Khandaker Group will also comply with
all court orders, subpoenas and other legal processes involving requests for
such information.
8. Site Content. The information and materials found on this Site are not an
offer to sell or a solicitation of an offer to buy any security or
investment product or service, nor shall any such security, product, or
service be offered or sold to any person, in any jurisdiction in which such
offer, solicitation, purchase, or sale would be unlawful under the
securities laws of such jurisdiction. The information and materials on this
site also are not a recommendation, endorsement, or solicitation for any
investment manager or its services. Any securities, investments, or
investment managers mentioned are not recommendations of Roushan Khandaker
Group. All financial and investment information and materials on this Site,
as well as reference materials or links to other sites, are for general
educational, informational, and research purposes only, and are not intended
to be relied upon for transactional or other purposes. Neither Roushan
Khandaker Group nor any Information Provider verifies, guarantees or
warrants that the information on this Site, including without limitation
performance information concerning investment managers, separate accounts
and/or funds, is accurate or complete or makes any warranties with regard to
the results that have or may be obtained from its use. Past performance of
any security or investment manager is not an indication of future
performance.
9. Investment Availability. User acknowledges that Roushan Khandaker Group
provides no assurances as to the availability of an investment in any of the
separate accounts or funds on the Site. User acknowledges that each
investment with an investment manager, or in a separate account or fund will
require User to comply with each such investment manager's, separate
account's or fund's investment requirements. User acknowledges that Roushan
Khandaker Group does not act as an agent on behalf of User or any investment
manager, separate account, fund or sponsor for investment orders and that a
manager or fund may accept or reject an investment from User in its
discretion
10. Links to Other Sites. Roushan Khandaker Group may provide links, in its
sole discretion, to other web sites for the convenience of its users in
locating related information and services. These sites have not necessarily
been reviewed by Roushan Khandaker Group and are maintained by third parties
over which Roushan Khandaker Group exercises no control. Accordingly,
Roushan Khandaker Group expressly disclaims any responsibility for the
content, the accuracy of the information, and/or quality of products or
services provided by or advertised on these third-party web sites. Moreover,
these links do not imply an endorsement with respect to any third party or
any web site or the products or services provided by any third party.
11. 30 Day Waiting Period. User agrees not to invest in unregistered funds
posted on the Site for at least 30 days after the date User is assigned a
user ID unless User or its affiliates already invest in such a fund or, has
already been solicited for or otherwise contacted by such fund or its
sponsor.
12. Events Beyond Roushan Khandaker Group's or Information Provider's
Control. Users expressly absolve and release Roushan Khandaker Group and its
Information Providers from any claim of harm resulting from a cause beyond
their control, including, but not limited to, failure of electronic,
computer or other mechanical equipment or communication lines, telephone or
other interconnect problems, computer viruses, unauthorized access, theft,
operator errors, severe weather, earthquakes, or natural disasters, strikes
or other labor problems, wars, terrorism or governmental restrictions.
13. DISCLAIMERS. THE INFORMATION, PRODUCTS, AND SERVICES AVAILABLE ON THIS
SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMIT MATERIAL
INFORMATION. MOREOVER, ROUSHAN KHANDAKER GROUP MAY MAKE MODIFICATIONS AND/OR
CHANGES IN THIS SITE OR IN THE INFORMATION, PRODUCTS, AND SERVICES DESCRIBED
IN THIS SITE AT ANY TIME, FOR ANY REASON.
USER ASSUMES THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION,
PRODUCTS, AND SERVICES AVAILABLE ON THIS SITE. ROUSHAN KHANDAKER GROUP AND
ITS INFORMATION PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY,
COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE
INFORMATION, PRODUCTS, AND SERVICES DESCRIBED OR CONTAINED ON THIS SITE FOR
ANY PURPOSE. ALL SUCH INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NONINFRINGEMENT.
IN NO EVENT SHALL ROUSHAN KHANDAKER GROUP OR ITS INFORMATION PROVIDERS BE
LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF
THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY
INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, OR OTHERWISE
ARISING OUT OF THE UTILIZATION OF THIS SITE, WHETHER BASED IN CONTRACT,
TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ROUSHAN KHANDAKER GROUP OR
SUCH INFORMATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION
MAY NOT APPLY. IF SUCH ABOVE LIMITATION DOES NOT APPLY, TOTAL LIABILITY FOR
ROUSHAN KHANDAKER GROUP AND ITS INFORMATION PROVIDERS FOR ANY REASON
WHATSOEVER RELATED TO USE OF THIS SITE SHALL NOT EXCEED THE TOTAL AMOUNT
PAID BY USER TO ROUSHAN KHANDAKER GROUP IN CONNECTION WITH THE SUBJECT
MATTER OF THE PARTICULAR DISPUTE.
14. Indemnity. User shall defend, indemnify, and hold harmless Roushan
Khandaker Group and its Information Providers and their respective
affiliates and all of their employees, agents, directors, officers,
proprietors, partners, representatives, shareholders, servants, attorneys,
predecessors, successors, and assigns, from and against any and all claims,
proceedings, damages, injuries, liabilities, losses, costs, and expenses
(including reasonable attorneys' fees and litigation expenses), relating to
or arising from User's use of the Site, any arrangements User makes based on
the information available on or through the Site, and any breach by User of
this Agreement or other improper act or omission
15. Submissions. Roushan Khandaker Group also welcomes feedback and
suggestions about how to improve this Site. Any ideas, suggestions,
information, know-how, material, or any other content (collectively,
"content") received through this Site, however, will be deemed to include a
royalty-free, perpetual, irrevocable, nonexclusive right and license for
Roushan Khandaker Group to adopt, publish, reproduce, disseminate, transmit,
distribute, copy, use, create derivative works, display, (in whole or part)
worldwide, or act on such content without additional approval or
consideration, in any form, media, or technology now known or later
developed for the full term of any rights that may exist in such content,
and User hereby waives any claim to the contrary.
16. Governing Law. This Agreement has been made in and will be construed and
enforced in accordance with New York law, as applied to agreements entered
into and completely performed in New York. Any action to enforce this
Agreement will be brought in the federal or state courts presiding in New
York, NY, U.S., and all parties to this Agreement expressly agree to be
subject to the jurisdiction of such courts. This Site is controlled and
operated by Roushan Khandaker Group from its offices within the United
States. Roushan Khandaker Group makes no representation that materials in
the Site are appropriate or available for use in other locations, and access
to them from territories where any of the contents of this Site are illegal
is prohibited. Those who choose to access this Site from other locations do
so on their own volition and are responsible for compliance with applicable
local laws.
17. Termination. Roushan Khandaker Group reserves the right at any time and
for any reason in its sole discretion to deny User access to the Site or any
portion thereof, and to terminate the license to use the Site granted
pursuant to this Agreement. Termination will be effective without notice.
18. Waiver. Failure to insist on strict performance of this Agreement will
not operate as a waiver of any subsequent default or failure of performance.
No waiver by Roushan Khandaker Group of any right under this Agreement will
be deemed to be either a waiver of any other right or provision or a waiver
of that same right or provision at any other time. No waiver shall be
effective unless in writing.
19. Admissibility. A printed version of this Agreement and of any related
notice given in electronic form shall be admissible in judicial or
administrative proceedings based upon or relating to this Agreement to the
same extent and subject to the same conditions as other business documents
and records originally generated and maintained in printed form.
20. Severability. If any part of this Agreement is determined to be invalid
or unenforceable pursuant to applicable law including, but not limited to,
the warranty disclaimers and the liability limitations set forth above, then
the invalid or unenforceable provision will be deemed superseded by a valid,
enforceable provision that most clearly matches the intent of the original
provision and the remainder of this Agreement shall continue in effect.
21. User/Roushan Khandaker Group. No joint venture, partnership, employment,
or agency relationship exists between User and Roushan Khandaker Group as a
result of this Agreement or User's use of this Site.
22. Reservation of Rights. Any rights not expressly granted herein are
reserved.
23. Entire Agreement. This Agreement, Roushan Khandaker Group's Privacy
Information, and other written agreements (in electronic or printed form),
all of which are hereby incorporated as if set forth fully herein, represent
the entire agreement between User and Roushan Khandaker Group with respect
to use of and material available on or through this Site, and it supersedes
all prior or contemporaneous communications and proposals, whether
electronic, oral, or written between User and Roushan Khandaker Group with
respect to this Site.
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