Terms of Use

1. RELATIONSHIP TO THE PRIVACY POLICY

The Privacy Policy page sets out Senator's Privacy Policy for the purposes of this Site, describing the manner in which information is collected, used, and disclosed in connection with the Site. The Privacy Policy is incorporated into, and forms part of, these Terms, and use of the Site constitutes acknowledgment of the practices described therein.

2. PERMITTED USE OF THE SITE AND CONTENT

The content displayed on the Site (“Content”) is the subject of intellectual property protection, including, but not limited, to trademarks, service marks, trade names, and copyrights owned by Senator or by third parties. Subject to compliance with these Terms, Senator grants a limited, revocable, non-exclusive, and non-transferable right to view, store, bookmark, download, copy and print pages from the Site for personal, non-commercial use only. Unless you receive written permission in advance from Senator, you may not exploit any of the Content commercially, forward it as a mass distribution, or post it on another website. Further, you may not link other websites to this Site or display this Site as “framed” within another website without Senator’s prior written consent.

3. PROHIBITED USES OF THE SITE AND CONTENT

Senator does not grant any license or right to use this Site or the Content other than as set forth above, and you shall not make any other use of the Site or the Content without Senator’s prior written permission. Without limiting the foregoing, you agree not to copy large portions of the Site (such as by bots, robots, or spiders that “harvest” the Site), interfere with the functioning of the Site, or restrict or inhibit any others from using the Site. If you download any Site Content from the Site, you agree that you will not remove or obscure any copyright or other notices or legends contained therein. In using this Site, you shall not violate any law, regulation, or rule, or the intellectual property or contractual rights of others. You may not attempt to violate the security of this Site or use or gain access to the identities, information, or computers of others through this Site. You may not transmit any virus, worm, or similar disabling code or system interference through this Site. You may not decompile, reverse engineer, disassemble, or otherwise deconstruct all or any portion of the Site.

Senator has the right (but not the obligation) to monitor and record activity on this Site, as Senator deems appropriate, for any reason or no reason, and to take all appropriate actions in response to any unauthorized or objectionable conduct, with or without notice to you. Senator may investigate any complaint or reported violation of its policies. Senator may report any activity it suspects may violate any law or regulation to regulators, law enforcement officials, or other persons or entities as it deems appropriate. Senator may issue warnings, suspend, or terminate use of the Site, deny access to all or part of the Site, or take any other action it deems appropriate.

4. TRANSMISSION TO AND FROM THE SITE

Any communication or other material that you send to us through the Internet or post on the Site by electronic mail or otherwise is and will be deemed to be non-confidential as between you and Senator, and Senator shall have no obligation of any kind with respect to such information. The Firm will be free to use, for any purpose, and without compensation due or payable to you, any ideas, concepts, know-how, or techniques provided by you to the Firm through the Site. Any feedback, ideas, concepts, know-how, techniques or other unsolicited material submitted to Senator through the Site may be used by Senator without restriction or compensation due or payable to you.

5. PASSWORDS

If Senator provides you with a password, you must keep your password and certain Site content confidential. You are solely responsible for maintaining the confidentiality and security of your password. You accept full responsibility for any use of your password. You must notify us immediately of any actual or suspected loss, theft, or unauthorized use of your password. You may not disclose any Site content that is contained within any password protected portion of this Site to any third party, except to your financial, legal, or tax advisors, and others with whom you share investment decisions. Senator is not obligated to inquire as to the authority or propriety of any use of or action taken under your password. Senator will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.

6. COPYRIGHT INFRINGEMENT COMPLAINTS AND NOTIFICATION PROCEDURES

If you believe that any of this Site’s content violates your or a third party’s copyright, please notify us at legal@senatorlp.com by providing the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on this Site;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

7. NO OFFER, SOLICITATION, OR INVESTMENT ADVICE

The Site and its contents are provided for general informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any security or interest in any fund, account, portfolio or vehicle sponsored, managed, or advised by Senator.

Any such offer or solicitation will be made only by means of a confidential private placement memorandum (“Memorandum”) delivered directly to qualified prospective investors in jurisdictions where the offer would be lawful. All information on this Site is qualified in its entirety by the terms of the applicable Memorandum (or similar document) which should be carefully reviewed prior to investing. Significant suitability requirements apply to prospective investors, including requirements that they qualify as “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act of 1940, or non-“U.S. Persons” as defined in Regulation S. Interests in Senator-managed vehicles are speculative, illiquid, and involve a substantial risk of loss, and are suitable only for sophisticated investors able to bear such risk.

Nothing on the Site constitutes investment, legal, tax, or accounting advice, or a recommendation to buy, sell, or hold any security or to pursue any particular strategy. Any views or forward-looking statements reflect judgments as of the date presented, are subject to change without notice, and may prove incorrect. Past performance, where referenced, is not indicative of future results.

The Firm will not treat users of the Site as partners, clients, customers, or investors by virtue of their accessing the Site.

8. SEC REGISTRATION

Senator is registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”). Registration with the SEC does not imply a particular level of skill or training and should not be understood to constitute an endorsement of Senator by the SEC. Additional information about Senator, including its current Form ADV, is available at www.adviserinfo.sec.gov.

9. ACCURACY AND TIMELINESS OF CONTENT

Senator seeks to maintain accurate and current Content on the Site but makes no representation or warranty of any kind, express or implied, as to its accuracy, reliability, completeness, availability, timeliness or other characteristics of the information or materials presented on the Site. Senator undertakes no obligation to update or correct any Content once posted. Analyses and opinions contained herein (including statements or forecasts) reflect the judgment of Senator as of the date indicated, and may contain elements of subjectivity (including certain assumptions) or be based on incomplete information. If assumptions used in formulating analyses or opinions are altered or shown to be incorrect, the analyses or opinions contained herein may change. Additionally, the description of any strategy, investment process or portfolio objectives included on the Site are provided for information purposes only. These strategies, processes and objectives are not intended to be exhaustive and may evolve over time without notice. Senator is not limited with respect to the types of investment strategies it may employ or the markets or instruments in which it may invest, subject to the terms set forth in any offering and/or governance documents. There can be no guarantee that these strategies, processes or objectives will result in successful investment outcomes.

All materials on this Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures, or notices apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

10. THIRD-PARTY LINKS

Senator does not review or monitor any websites linked from or to the Site and is not responsible for the content of any such websites. Accordingly, Senator cannot be held responsible for the information, materials, products, or services obtained on or from such other websites, nor will Senator be liable in any respect whatsoever for any damages arising from your access to such websites. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply an affiliation with, or endorsement, sponsorship, representation, or warranty by Senator with respect to any such linked websites or the content, products, or services contained or accessible through such websites or their operators. Senator disclaims responsibility for the privacy policies and customer information practices of third-party Internet websites linked to or from the Site. Your following links from or to such websites is at your sole risk.

11. GEOGRAPHIC AVAILABILITY

The Site is directed at persons located in the United States, and Senator makes no representation that the Site or its content is appropriate or lawful for use in any other jurisdiction. Users accessing the Site from outside the United States are responsible for compliance with applicable local law.

12. DISCLAIMER OF WARRANTIES

The Site and all Site Content are provided on an “as is” and “as available” basis, to the fullest extent permissible under applicable law, Senator makes no warranty of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Senator does not warrant that the information on this Site will be available at any particular time or location, or that this Site is free of viruses or other harmful components. Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from the Site or made via the Site may not be secure.

13. RISK OF INVESTMENT

An investment in any portfolio is speculative and entails substantial risks, including the fact that such an investment would be subject to limited liquidity and significant restrictions on transferability. No market is expected to develop for interests in a portfolio. Returns generated from an investment in a portfolio may not adequately compensate investors for the business and financial risks assumed. An investor could lose all or a substantial amount of his or her investment. Investors and potential investors must make an independent assessment of the appropriateness of any investment or other transaction in light of their own objectives and circumstances, including the possible risks and benefits of entering into such an investment or transaction. Trading in securities, commodity interests, or other financial instruments involves a substantial risk of loss. Please review the applicable offering documents of the Fund(s) for a comprehensive overview of associated risks.

Past performance is not indicative of future results; no representation is being made that any investment, strategy or transaction will or is likely to achieve profits or that significant losses will be avoided.

14. FORWARD-LOOKING STATEMENTS

The Site may contain forward-looking statements, which reflect Senator’s current views with respect to, among other things, Senator’s operations and performance. You can identify these forward-looking statements by the use of words such as “anticipate,” “approximately,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “seek,” “should,” or “will,” or the negative version of these words or other comparable words. Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Senator undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

15. LIMITATION OF LIABILITY; INDEMNIFICATION

This Site does not contain all material terms pertinent to an investment decision, including important disclosures of conflicts and risk factors associated with an investment in any Fund. Information on the Site in and of itself should not form the basis for any investment decision. Accordingly, decisions based on information or materials contained on the Site are the sole responsibility of the user, and as consideration for access to the Site, you will be responsible for any liability to the Firm that arises out of your use of the Site or your breach of these Terms of Use. To the maximum extent permitted by applicable law, Senator and its partners, members, officers, employees, and agents will not be liable for any indirect, incidental, consequential, special, or punitive damages, or for loss of profits, revenue, data, or goodwill, arising from or relating to access to or use of the Site, regardless of the legal theory asserted, even if advised of the possibility of such damages.

Each user agrees to indemnify and hold harmless Senator and its partners, members, officers, employees, and agents from any claim, loss, or expense, including reasonable attorneys' fees, arising from a breach of these Terms of Use or misuse of the Site.

16. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by the laws of the State of New York, without regard to its choice of law rules. Notwithstanding the foregoing, any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators as provided herein.

YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND SENATOR AND/OR ANY OF OUR RESPECTIVE CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, AND EMPLOYEES.

With respect to the resolution of any such controversy, you further acknowledge that:

• Arbitration is final and binding on the parties.
• The parties are waiving their right to seek remedies in court, including the right to jury trial.
• Pre-arbitration discovery is generally more limited than and different from court proceedings.
• The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited.

Any arbitration under this Terms of Use shall be conducted in New York, NY before a panel of three (3) arbitrators pursuant to the Commercial Arbitration Rules of the American Arbitration Association, except to the extent that such rules are modified by this Terms of Use. Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate.

No person shall bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated a putative class action in court or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: the class certification is denied; or the class is decertified; or the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Terms of Use except to the extent stated herein.

17. LIMITATION OF LIABILITY

SENATOR’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL SENATOR OR ITS RELATED PERSONS BE LIABLE TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS, OR DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE (OR INABILITY TO USE), OR DISTRIBUTION OF THE SITE OR ANY INFORMATION OR MATERIALS OBTAINED THROUGH USE OF THE SITE. THIS IS TRUE EVEN IF SENATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.

18. GENERAL PROVISIONS

Senator may assign the Terms of Use in whole or in part at any time without your consent. You may not assign the Terms of Use or delegate any of your obligations under the Terms of Use, and any purported assignment of the Terms of Use in violation of the Terms of Use is void. The Terms of Use constitute the entire understanding, and supersedes all other understandings, between you and Senator concerning the subject matter hereof. Senator’s failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.

Any rights not expressly granted herein are reserved by and for Senator.

Questions regarding these Terms of Use may be directed to Senator Investment Group LP, 124 East 14th Street, 20th Floor, New York, NY 10003, Attn: Compliance, telephone (212) 376-4300, email legal@senatorlp.com.