Access to the Site must be strictly limited under applicable law. Kopis Capital Management provides access to the Site only to persons whom we believe to be qualified, based on representations made in this agreement, on our prior relationship Kopis Capital Management and on other relevant information. By acknowledging your agreement below, you confirm that each Investor is an “accredited investor” under the U.S. Securities Act of 1933 and a “qualified purchaser” under the U.S. Investment Company Act of 1940. In general, this requires that each Investor is one of the following:
an individual who owns (together with his or her spouse) at least $5 million of liquid investments, net of any offsetting indebtedness
an entity owned solely by closely related family members (and their estates, foundations or trusts) that owns at least $5 million of liquid investments, net of any offsetting indebtedness
an entity that owns and invests on a discretionary basis at least $25 million of liquid investments, net of any offsetting indebtedness; or
an entity owned solely by persons who satisfy one of the foregoing requirements.
You acknowledge and agree as follows:
You have accessed and will access the Site at your own initiative and you are responsible for compliance with any local laws or regulations related to visiting the Site or accessing any information contained on the Site; The material on the Site is provided for your information only and should not be construed as any kind of recommendation or advice; We have not and are not soliciting any action based upon the material contained on the Site; The material on the Site is not, and shall not be considered to be, an offer to sell or a solicitation of an offer to buy any product, security or service; No security or product is offered or will be sold in any jurisdiction in which such offer or sale would be unlawful under the securities or other laws of such jurisdiction; Our investment programs involve substantial risk, including the risk of complete loss, and there can be no assurance that our investment objectives will be achieved; and Past performance is not an indication of future performance.
Material on the Site, together with any other written or oral information provided to you by Kopis Capital Management that is confidential, proprietary or otherwise not generally available to the public, constitutes “Confidential Information” hereunder. You will not disclose or distribute any Confidential Information to any Person other than to your employees, advisors and agents and those of your client Investors (if applicable) who need to know the Confidential Information in connection with evaluating or monitoring an investment with us (collectively, your “Agents”). Neither you nor your Agents or affiliates will use the Confidential Information for any purpose except to evaluate or monitor an investment with us. As used herein, “Person” means any individual, corporation, partnership, government department or agency or other entity.
You specifically acknowledge that your user name and password will constitute “Confidential Information” hereunder. Kopis Capital Management is committed to protecting its Confidential Information in order to preserve its value to our investors and to comply with applicable legal requirements. Sharing your user name or password with individuals outside your organization violates this Agreement and our trust. As a precaution, we intend to regularly review the internet domain names and IP addresses of visitors to the Site and to compare this information to the associated user names and passwords.
Confidential Information does not include information that (i) is generally available to the public, other than as a result of unauthorized disclosure by you or your Agents or affiliates, (ii) was known to you prior to your receipt of such information from Kopis Capital Management, (iii) becomes available to you from a third party who, to the best of your knowledge, following due inquiry, is not under any contractual, fiduciary or legal obligation not to disclose such information or (iv) is independently developed by you without use of the Confidential Information. Confidential Information includes any analyses, compilations, studies or other documents prepared by you or your Agents that contain or otherwise reflect Confidential Information furnished by Kopis Capital Management.
Notwithstanding the foregoing, you may disclose or retain Confidential Information if such disclosure or retention is (i) required by a regulatory body having jurisdiction over you; (ii) required in order to comply with applicable law or legal or regulatory process; or (iii) approved by Kopis Capital Management in advance.
Before disclosing Confidential Information pursuant to the preceding paragraph, you will, unless legally prohibited from doing so, or unless not reasonably practicable to do so, (i) notify Kopis Capital Management of your intention to disclose Confidential Information and the reasons for such disclosure; (ii) consult with Kopis Capital Management on the advisability of taking steps to resist or narrow the requested disclosure; and (iii) if disclosure is required, cooperate with Kopis Capital Management (at Kopis Capital Management’s expense) in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of the Confidential Information.
Your obligations under this agreement apply to you, your Agents and any affiliate of yours or your Agents that receives Confidential Information. You are responsible for taking appropriate action (by instructions, agreement or otherwise) to require your Agents and such affiliates to satisfy such obligations, and you will be responsible and liable for any breach of this agreement by your Agents or such affiliates.
All Confidential Information will remain the property of Kopis Capital Management. Nothing contained in this agreement should be construed as granting or conferring any rights, by license or otherwise, in the Confidential Information, except as expressly set forth herein. At Kopis Capital Management’s request, except where it may conflict with federal or state record retention rules governing investment advisors, you and your Agents will immediately return to Kopis Capital Management or destroy all copies of the Confidential Information, but the return or destruction of such Confidential Information will not relieve you or your Agents of any other obligations under this agreement.
You covenant and agree to notify us promptly in writing if there is any change with respect to any of the information provided or representations made in this agreement and to provide us with such further information with respect to such change as we may reasonably require.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF TEXAS WITHOUT REGARD TO ITS RULES ON CONFLICTS OF LAW.
You acknowledge and agree that, in the event of a breach or threatened breach of this agreement Kopis Capital Management may have no adequate remedy in money damages and, accordingly, will be entitled to an injunction against such breach, in addition to any other legal or equitable remedies available to it. If Kopis Capital Management prevails in any action to enforce your obligations under this agreement, you agree to reimburse Kopis Capital Management for all costs and expenses reasonably incurred by it in connection therewith, including without limitation reasonable attorneys’ fees and expenses. No modification of this agreement will be effective unless in writing and signed by you and Kopis Capital Management. No waiver of any provision of this agreement will be effective unless signed by the waiving party. This agreement is the entire agreement between us with respect to nondisclosure of confidential information and supersedes all prior representations and agreements between us on that subject.