ALLOCATIONS OUTSTANDING MAY NOT BE FULLY UTILIZED BY THE RELEVANT MANAGER AND ASSETS UNDER MANAGEMENT DIFFER. THIS IS NOT AN OFFER OR PROMISE OF AN ALLOCATION OF CAPITAL. ANY SUCH ALLOCATION SHALL BE MADE ONLY TO QUALIFIED PARTIES IN ACCORDANCE WITH OFFICIAL DOCUMENTATION. FURTHERMORE, THIS IS NOT AN OFFERING OR THE SOLICITATION OF AN OFFER TO PURCHASE AN INTEREST. ANY SUCH OFFER OR SOLICITATION WILL BE MADE TO QUALIFIED INVESTORS ONLY BY MEANS OF OFFICIAL DOCUMENTATION AND ONLY IN THOSE JURISDICTIONS WHERE PERMITTED BY LAW. LEVERAGE IS EMPLOYED IN THE FUNDS, WHICH CAN MAKE INVESTMENT PERFORMANCE VOLATILE. AN INVESTOR SHOULD NOT MAKE AN INVESTMENT UNLESS IT IS PREPARED TO LOSE ALL OR A SUBSTANTIAL PORTION OF ITS INVESTMENT. SEE PRELUDE’S FORM ADV FOR MORE INFORMATION.
1. LIMITED LICENSE TO USE THE SITE
Prelude Capital grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely 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 copy, reproduce, modify, alter in any way, create derivative works from, sell, resell, transfer, license, distribute, transmit, assign or publish any text, graphics, logos and other source-identifying symbols, designs, icons, images, or any other information, software or code obtained from the Site without Prelude Capital’s express written consent. Users shall not use the Site at any time for any purpose that is unlawful or prohibited and shall comply with any and all applicable local, state, national or international laws or regulations when using the Site.
You may not permit the use of your username and password by any individual (including employees or affiliates of the entity applying for access, if applicable) other than the initial Site user. If we find that you are abusing your access privilege, Prelude Capital may cancel your online access without notice and will enforce, to the fullest extent possible, all rights that it may have with respect to copyright and trademark ownership of all material contained in the Site. Should you suspect a breach of your username or password, report it immediately to [email protected].
2. REPRESENTATION OF ACCREDITED INVESTOR STATUS
By accessing the password protected area of the Site, you represent that you qualify as an “accredited investor” under Regulation D promulgated under the Securities Act of 1933. All users accessing such area of the Site, including individuals and entities, should communicate with their legal advisors if they believe that their status as an accredited investor has changed. If such a user’s status as an accredited investor has changed, such user agrees to immediately notify Prelude Capital of such change.
3. NO OFFER OF EMPLOYMENT
No potential opportunities described on this Site constitute or shall be construed to constitute an offer or promise of employment. Without notice, Prelude Capital may eliminate, modify or change any aspects of any opportunities described on the Site. This Site does not provide binding offers, terms or conditions of any kind. Any such opportunities that may ensue as a result of your submission of information to Prelude Capital shall be solely in accordance with the specific terms of such opportunities, not the terms of the Site.
What Information Do We Collect and How Do We Collect It?
In general, when you visit our Site, we do not collect personally identifiable information about you. When you request access to our Site, you will be asked to supply information such as your name, email address, phone number and certain information regarding your qualification status as an “accredited investor”.
How Do We Use the Information?
Any information you submit may be reviewed, corrected or deleted at any time by doing the following:
- Logging into the user account will allow the user to update any contact information.
- Users can send an email request to [email protected].
- Users can call (212) 546-1180.
- Postal mail can be sent to Prelude Capital as described below.
Prelude Capital takes reasonable precautions to protect its clients’ personal information by hiring an internet hosting provider that maintains physical, electronic and procedural safeguards that either meet or exceed applicable law. Please note, however, that no transmission over the internet can be 100% secure. Prelude Capital also works to protect user information offline. All of your information is housed in secure, access-restricted areas. Only employees who need the information to perform a specific function are granted access to personally identifiable information.
Cookies are small text files that are stored on a user’s hard drive after the user has visited and/or registered with an online site. This Site does not store long-term cookies, but rather uses session cookies which expire when the user closes the web browser.
Contacting the Site
Prelude Capital Management, LLC
437 Madison Avenue, 33rd Floor
New York, NY 10022
Users acknowledge that as users of the Site, they may come in possession of information that Prelude Capital considers confidential. Such confidential information can be described as and includes technical and business information relating to Prelude Capital’s proprietary ideas or investment strategies; information relating to qualitative or quantitative terms potentially available to manager candidates; patentable ideas, copyrights and/or trade secrets; existing and/or contemplated products and services; marketing materials; current or future business plans and models; financial statements and investor information; and the identity of or nature of any relationships with managers, investors and/or third party service providers, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
If there is a breach or threatened breach of any provision of this Section 5, it is agreed and understood that Prelude Capital shall have no adequate remedy in money or other damages and accordingly shall be entitled to extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or security, and without proof of damages; provided however, no specification of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Section. If you do not consent to the terms hereof, please do not use the Site.
6. LINKS TO THIRD PARTY WEBSITES
Prelude Capital has not reviewed any of the websites that may be linked to the Site, and is not responsible for their content. Prelude Capital is not responsible for the privacy practices of such other websites. Your linking to or use of any off-site pages or other websites is at your own risk. Prelude Capital’s inclusion of links to other websites does not imply any endorsement of the material located on or linked to by such websites.
7. TECHNICAL PROBLEMS
Although Prelude Capital strives to avoid any technology-related problems, there may be times when the Site is not available, is not functioning properly or is causing technological problems. Prelude Capital does not warrant that the Site will always be available or error free. Prelude Capital has made reasonable efforts to ensure that the Site is secure by hiring an internet hosting provider that maintains physical, electronic and procedural safeguards that either meet or exceed applicable law. Although Prelude Capital takes all of the above security precautions, it does not warrant that they will be effective, nor does it accept any liability for any interception of data or communications.
Prelude Capital disclaims any liability for any damage caused by the performance or failure of performance of the Site. Prelude Capital is not liable for any defects, delays or errors in or resulting from your use of the Site.
8. SECURITY RULES
You are prohibited from taking any actions that will violate or attempt to violate the security of the Site, including, without limitation (a) accessing data not intended for your use or logging into a server or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including, without limitation, by means of submitting a virus or Trojan horse, overloading, “flooding,” “mailbombing” or “crashing” the Site; or (d) sending unsolicited email, including promotions and/or advertising of products or services (all of the foregoing, the “Security Rules”). Attempts to violate, or violations of, system or network security or the Security Rules may result in civil or criminal liability. Prelude Capital will investigate occurrences which may involve any such attempts or violations, may report them to law enforcement agencies, and may cooperate with law enforcement agencies in prosecuting users who are involved in such attempts to violate or violations.
9. MONITORING ACTIVITY ON THE SITE
Prelude Capital may monitor and record activity on the Site for any reason or no reason and may investigate any complaint or reported violation of its policies. In addition, Prelude Capital may report any activity suspected to violate any law or regulation to regulators, law enforcement officials or other persons that it deems appropriate or necessary.
10. NO WARRANTY
PRELUDE CAPITAL, AND ITS RESPECTIVE OFFICERS, DIRECTORS, PRINCIPALS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. ANY CONTENT OF THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND. PRELUDE CAPITAL HEREBY FURTHER DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION AND MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. PRELUDE CAPITAL DOES 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.
11. LIMITATION OF LIABILITY
THE MATERIALS ON THE SITE INCLUDING, WITHOUT LIMITATION, INFORMATIONAL MATERIALS AND ANY OTHER FUND OR MANAGER SPECIFIC INFORMATION, HAVE BEEN PREPARED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE FINANCIAL, LEGAL, REGULATORY, TAX OR ANY OTHER ADVICE. PRIOR TO ENTERING INTO ANY SUB-ADVISORY AGREEMENT OR MAKING ANY INVESTMENT, YOU SHOULD CONSULT WITH A PROFESSIONAL FINANCIAL ADVISOR AS WELL AS A LEGAL AND TAX ADVISOR TO ASSIST IN DUE DILIGENCE AS MAY BE APPROPRIATE IN DETERMINING THE SUITABILITY OF THE RISK ASSOCIATED WITH A PARTICULAR INVESTMENT. IN NO EVENT SHALL PRELUDE CAPITAL, OR ITS RESPECTIVE OFFICERS, DIRECTORS, PRINCIPALS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO USE THE SITE OR WITH ANY DELAY IN USING THE SITE, OR (II) ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE, OR (III) 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 PRELUDE CAPITAL OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PRINCIPALS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
13. CHOICE OF LAW AND FORUM
14. DISPUTE RESOLUTION
Prelude Capital reserves the right, in its sole discretion, to terminate your access to all or part of the Site, with or without notice, at any time and for any reason.