KINSMAN OAK TERMS OF USE
Effective Date: January 2021
These legal terms of use (the "Terms of Use") govern your use of the Kinsman Oak Capital Partners Inc. (“KOCP”) website pages (the “Website”). Please read the following terms and conditions carefully and the disclosures elsewhere on https://www.kinsmanoakpartners.com and any pages thereof. By accessing this website and/or using any Content, you accept and agree to be bound by and comply with the Terms of Use and conditions of and disclosures in this Terms of Use Agreement, as amended from time to time, without modification, limitation or qualification. The Terms of Use also apply when you use a downloaded application or other technology to access any features, functionality, Content and/or information that is made available or provided on the website. If you do not agree to these terms and conditions, do not access this website, or any pages thereof.
No part of the Website and/or Content is intended to constitute or form any component of an offer, or solicitation of an offer, to make any investments or purchase or sell any security. Any such offer or solicitation may only be made by means of a confidential offering for a particular security or investment. Access to information regarding such investments or securities is limited to investors who meet the investor suitability and sophistication requirements under appliable securities laws.
Acceptance of and Changes to the Terms of Use
The terms “you” and “user” refer to anyone who accesses the Website and/or its Content. KOCP reserves the right to change these Terms of Use at any time without notice to you. Changes will be posed on this Website under “Terms of Use” and thereafter shall apply to all access to and use of the Website and/or Content. Your use of the Website or any Content after any changes have been posted will constitute your agreement and consent to the modified Terms of Use. These Terms supersede all previous notices or statements regarding our terms and conditions of use with respect to this Website. You can determine when these Terms and Conditions were last revised by referring to the “Effective Date” legend set forth above.
Security and Privacy
All information that may be submitted to us via the Website is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. Our Privacy Policy is incorporated into these Terms of Use by reference. By using the Website, you also signify your acceptance of these Terms of Use and of KOCP processing your nonpublic personal information in accordance with the Privacy Policy.
Ontario Residents Only
The information in this site is intended for Ontario residents. KOCP’s products are not being offered in other Canadian provinces or the United States. Units of the Kinsman Oak Equity Fund may not be purchased by any United States entity, either directly or indirectly. Units of the Kinsman Oak Equity Fund will not be sold to any person residing outside of Ontario unless such sales are permitted under the laws of their jurisdiction. Investors should contact their financial advisors for more information.
Kinsman Oak Equity Fund
Information pertaining to the Kinsman Oak Equity Fund is not to be construed as a public offering of securities in any jurisdiction of Canada. The offering of units of the Kinsman Oak Equity Fund is made pursuant to their respective offering memorandum only to those investors in jurisdictions of Ontario who meet certain eligibility or minimum purchase requirements. Important information about the Kinsman Oak Equity Fund, including a statement of the Fund's investment objective, is contained in the offering memorandum, a copy of which may be obtained from KOCP. Read the applicable offering memorandum carefully before investing. Unit values and investment returns will fluctuate.
No Advice
The information provided on the Website is published by KOCP. Any commentaries and information contained on the Website are provided as a general source of information and should not be considered personal investment advice. Every effort has been made to ensure that the material contained on the Website is accurate at the time of publication. However, KOCP cannot guarantee its accuracy or completeness and accepts no responsibility for any loss arising from any use of or reliance on the information contained herein.
Facts and data provided by KOCP and other sources are believed to be reliable when posted. KOCP cannot guarantee that they are accurate or complete or that they will be current at all times. Any information, including performance data available through any third-party provider is not guaranteed to be current, accurate or complete and is subject to change without notice. Any expressed views or opinions provided on our site do not imply endorsement.
Information on the Website is intended for general information purposes and is not intended to provide legal, accounting, investment, or tax advice, and should not be relied upon in that regard. If you require any such advice, you should retain the services of a competent professional.
The Website may contain the opinions, views or recommendations of individuals or organizations. Where present these opinions, views and recommendations are provided for your general interest, and are not endorsed by KOCP.
Website and Content
KOCP is an independent investment management firm focused on long term capital growth for a clientele of high-net-worth individuals, families and institutions. KOCP’s products and services may not be appropriate for other types of prospective clients. We may change or disable the Website, Content and any other materials or information on the Website at any time in our sole discretion without any liability to you.
This Website and all materials contained herein, including, without limitation, all data, text, images, electronic files, charts, animations and video displayed on, posted to or otherwise made available on this Website (the “Content”) constitute the property of KOCP and/or its licensors, and is protected by copyright and other intellectual property laws. All trademarks, service marks, trade names, service names and logos (collectively, the “Marks”) displayed on this Website and within the Content are proprietary to their respective owners and are protected by applicable trademark, copyright and other applicable intellectual property laws. Nothing on this Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Mark. The Marks may not be used to disparage KOCP or the applicable third-party, KOCP’s or third-party’s products or services, or in any manner that may damage any goodwill in the Marks. Use of any Marks as part of a link to or from any website is prohibited without KOCP’s prior written consent. All goodwill generated from the use of any of KOCP’s Marks shall inure to KOCP’s benefit.
The information and content on the Website is provided for informational purposes only. We do not make any representation as to the reliability, accuracy, completeness, or usefulness of any such information and Content. If you rely on such information or Content, you do so strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information and/or Content by you or any other visitor to the Website, or by anyone who may be informed of any its contents. Nothing contained on this Website constitutes investment, legal, tax or other advice by KOCP nor should anything on this Website (including Content) be relied upon in making an investment or other decision. You should consider obtaining relevant and specific professional advice before making any investment decision.
No part of the Website and/or Content is intended to constitute or form any component of an offer, or solicitation of an offer, to make any investments or purchase or sell any security. Any such offer or solicitation may only be made by means of a confidential offering memorandum for a particular security or investment. Access to information regarding any such investments or securities is limited to investors who meet the investor suitability and sophistication requirements under applicable securities laws.
Use of Website
Users of KOCP's website shall only be entitled to use and copy material on the website for their own personal use but may not republish nor reproduce any substantial part of the website in any manner whatsoever, including electronically reproducing the website by "uploading," "downloading" or accessing the website on to the Internet or any other local or international computer system, without the prior written permission of KOCP. An acknowledgment of the source must be included whenever KOCP material is copied or published. Any infringement of KOCP’s rights will result in appropriate legal action.
Complete confidentiality and security is not yet possible over the Internet. KOCP advises that the Internet is not a secure medium and privacy cannot be ensured. KOCP is not be responsible for any damages you may suffer if you transmit confidential or sensitive information to us.
Permitted Use
You agree you shall use the Website and the Content exclusively for your personal, non-commercial informational purposes. You agree to abide by any other posted limitations relating to use, reproduction or dissemination of the Website and/or Content. Any use of the Website s and/or Content in any way not expressly permitted by these Terms and Conditions is prohibited.
Prohibited Use
You agree that you shall not use the Content or Website: (i) for any purpose that is contrary to, or is in violation of, these Terms of Use or any applicable law or regulation; (ii) to exploit or harm any person or entity or attempt to exploit or harm any person or entity; (iii) to transmit or cause the transmission or any advertising or promotional material without our prior written consent; or (iv) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of this Website or which, as determined by us, may harm us or users of this Website or expose us or them to liability. Without limiting anything else contained herein, you agree that you shall not (and you agree not to allow any third party) to: (i) modify, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, sell, copy or otherwise use in any other way any Content obtained from this Website; (ii) take any action that imposes an unreasonable load on this Website’s infrastructure; (iii) use any robot, spider or other device, software, routine or means to interfere or attempt to interfere with the proper working of this Website or any activity being conducted on this Website; (iv) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up this Website or gain unauthorized access to, interfere with, damage or disrupt any parts of this Website, the server on which this Website is stored, or any server, computer or database connected to this Website; (v) delete or alter any Content or other material posted on this Website by KOCP or any other person or entity; and/or (vi) frame or link to any of the Content or any other materials or information available on this Website without the express written consent of KOCP.
KOCP reserves the right to monitor and audit all transactions and data (including e-mail messages) for any purpose sent over its network and your use of this Website and any Content unless prohibited by law. You agree that a printed version of these Terms of Use shall be admissible in judicial or administrative proceedings to the same extent as other business documents and records.
Access
You are responsible for making all arrangements necessary for you to have access to the Website and ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them. This Website is based in and operated from Toronto, Ontario and this Website, its Content and any other products and services made available by KOCP are only available in jurisdictions where it is lawful to advertise and market these products and services. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use in jurisdictions outside of Canada. If you access the Website or the Content from outside of Canada, you do so at your own risk. Whether inside or outside of Canada, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Access Interruptions
By accessing the Website, you understand that KOCP cannot guarantee that access to the Website, and/or its Content will be available at all times. KOCP reserves right to suspend access to the Website and/or any Content without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the Website and/or Content may be limited or unavailable due to, among other things: market volatility, peak demand, systems upgrades, maintenance, hardware or software malfunction or failure, Internet service failure or unavailability, the actions of any governmental, judicial or regulatory body and/or other events commonly referred to as force majeure, i.e., “acts of God,” equipment failure, war, terrorism, strikes and acts of the common enemy and/or breakdown of communications. You agree that KOCP will not be liable to you for any losses incurred by you (including, but not limited to, lost profits, trading losses and similar damages) resulting from such access limitations or unavailability and you hereby indemnify and hold KOCP and its affiliates harmless from and against any and all losses arising out of, relating to or incurred as a result of access limitations or unavailability of the Website and/or Content.
External Sites
This Website may contain links to third-party Websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by KOCP of the Content on such External Sites. The Content of External Sites is developed and provided by others. You should contact the site administrator for such External Sites if you have any concerns regarding such links or any Content located on such External Sites. We are not responsible for the Content of any linked External Sites and do 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.
Disclaimer of Warranties, Limitation of Liability and Conditions
The Website, including, without limitation, all Content, function, materials and services, are provided “as is,” without representation, warranty, or condition of any kind, either express or implied, to the fullest extent permissible pursuant to applicable law. KOCP does not warrant that the Content or this Website will be suitable for any particular purpose and expressly disclaims any implied warranties and conditions, including, without limitation, warranties and conditions of title, non-infringement, merchantability quality or fitness for any particular purpose. KOCP assumes no responsibility for, and makes no warranties that, the functions, Content, and information contained in this Website will be available on an uninterrupted basis, will be timely or error-free, secure, or will contain no viruses or other harmful components. KOCP shall not be liable to you or anyone else for any inaccuracy, incompleteness, delay, interruption in service, error or omission, regardless of cause, or for any damages resulting therefrom. KOCP makes no warranty or condition that the Website will meet users’ expectations or requirements. No advice, results or information, or materials, whether oral or written, obtained by you through the website shall create any warranty or condition not expressly made herein. If you are not satisfied with the Website, your sole remedy is to discontinue using the Website.
In no event will KOCP, its affiliates, subsidiaries, licensors, and/or officers, directors and/or employees of any of the foregoing be liable to any party for any direct indirect, special, consequential or any other types of losses or damages arising out of or in connection with the use or inability to use this Website and/or Content, including, without limitation, any lost time, lost money, lost profits, loss of programs or data on your equipment, business interruption or good will, whether in contract, tort, strict liability or otherwise, and whether or not such damages are foreseen or unforeseen with respect to any use of this Website. In no event will KOCP, its affiliates, subsidiaries, licensors, and/or officers, directors and/or employees of any of the foregoing be liable to you or anyone else for any decision made or action taken by you in reliance on the Content and/or this Website.
Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of KOCP, its affiliates, subsidiaries, licensors, and/or officers, directors and/or employees of any of the foregoing for such damages shall be limited to the least liability permitted by law.
Indemnification
You agree to defend, indemnify, and hold KOCP, its affiliates or any of their respective directors, officers, employees, agents, or Content or service providers from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Use or your access to, use or misuse of the Content, Website or your account (including by others with or without your knowledge). KOCP shall provide notice to you of any such claim, suit, or proceeding. KOCP reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to promptly cooperate with any reasonable requests assisting KOCP’s defense of such matter.
Limitation of Liability
To the greatest extent permitted under applicable law, in no event shall KOCP, its affiliates or any of their respective directors, officers, employees, agents, or Content or service providers, be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, or any loss of revenue or anticipated profits, or lost business, data or sales, or cost of substitute services, arising from or directly or indirectly related to the use of, or the inability to use, the website or the Content, materials and functions related thereto, even if KOCP or its representative has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability so some of the above limitations may not apply to you. In no event shall the total liability of KOCP to you for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms or your use of the website exceed, in the aggregate, $100.00. You agree to defend, indemnify and hold KOCP, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable legal fees and expenses, in any way arising from, related to or in connection with your use of the website, your violation of these terms or the posting or transmission of any materials on or through the website by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.
Registration
If we ask you to provide registration details in order to access this Website or some of the resources on this Website, you agree to provide complete and accurate information and to keep the information up-to-date. If you are provided with an account for this Website, you acknowledge that your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your account and you agree that you are fully responsible for all uses of your account, whether by you or others (with or without your knowledge). You agree to notify us immediately of any actual or suspected unauthorized access to or use of your user name or password or any other breach of security. We may disable any account at any time in our sole discretion and for any reason, including if, in our opinion, you have violated these Terms of Use. In the event of any unauthorized use of your account, we assume no liability or responsibility for any action or inaction by us on behalf of such account.
Termination of these Terms of Use
KOCP reserves the right, in its sole discretion, to restrict, suspend, change, or terminate these Terms of Use, or your access to all or any part of this Website and/or the Content at any time and for any reason or no reason at all without prior notice or liability to you.
Survival
The following sections shall survive the termination and/or expiration of this Agreement: Website and Content; Disclaimer of Warranties, Limitation of Liability and Conditions; Indemnification; Limitation of Liability; Termination of these Terms of Use; and General.
General
You agree that the laws of the Province of Ontario and the laws of Canada applicable therein shall govern these Terms and your use of the website. Please note that your use of the website may be subject to other local, provincial, federal, and international laws. You consent to the exclusive jurisdiction of the courts of the province of Ontario for enforcement of these Terms and your use of the website. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. The failure of KOCP to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective against KOCP unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by KOCP and you, these Terms of Use constitute the entire agreement between you and KOCP with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. You may not assign these Terms or any of your rights or obligations under these Terms without KOCP's express written consent. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees. Important and private information should be protected by you. KOCP is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. The Terms of Use and KOCP's Online Privacy Policy constitute the entire agreement between you and KOCP and govern your use of the Website, superseding any prior agreements between you and KOCP. You may also be subject to additional terms and conditions that are applicable to certain parts of the website.
KOCP Proxy Voting Policies, Procedures and Guidelines
Where authorized by the Client to vote proxies on the Clients' behalf, KOCP will do so, subject to the following conditions:
KOCP will vote proxies in the best interests of the Client.
KOCP may engage third parties to help advise on proxy voting matters and record keeping.
Where a conflict of interest arises between KOCP’s interest and those of the Client, the Clients’ interest will prevail. KOCP will document any instance where a conflict of interest could be construed.
