Terms and Conditions of Use of This Website
Before using this Website, please read these Terms and Conditions of Use (the “Terms”) carefully. Any use of this Website will constitute your understanding and acceptance of the Terms. If you do not accept the Terms stated herein, do not use this Website. This Website is owned and operated by NightDragon Management Company, LLC (“NightDragon”), either alone or in conjunction with its affiliates, agents, and partners. NightDragon reserves the right, in its sole discretion, without any obligation or notice requirement, to amend, alter, modify, add, update, or remove portions of these Terms at any time, and any such changes will be effective upon posting to the Website. You are responsible for reviewing the Terms periodically and your continued use of the Website constitutes your acceptance of all such changes. Consequently, we suggest that you check these Terms periodically for any changes. These Terms supplement any other agreements between you and NightDragon or its affiliates. If there is any conflict between these Terms and your other agreements with NightDragon or its affiliates, those agreements will govern.
NightDragon expressly reserves the right to monitor any and all use of the Website, to exclude you and any other person from using this Website, and to terminate your access to this Website. Upon termination, you must destroy all materials obtained from this Website and all copies of those materials, whether or not they were made under these Terms. You also agree that NightDragon will not be liable to you or any third party for any termination of your access to this Website. All provisions in the Terms that by their nature should survive termination will survive termination, including, but not limited to provisions concerning indemnification, disclaimers, limitations on liability, and termination.
The information provided on this Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject NightDragon or its affiliates to any registration requirement within such jurisdiction or country. NightDragon is a Delaware Limited Liability Company registered with the U.S. Securities and Exchange Commission as an investment adviser pursuant to the Investment Advisers Act of 1940. NightDragon does not claim that the products or services described in this website are available in any particular jurisdiction or appropriate for any particular investor. If you choose to access this Website from a location other than the United States, you do so at your own initiative, and you are responsible for compliance with any applicable local laws.
No Offer or Advice
Neither this Website nor anything on this Website constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation of any security or any other product or service by NightDragon or any other third party regardless of whether such security, product or service is referenced on or through this Website. Furthermore, nothing on this Website is intended to provide tax, legal, or investment advice and nothing on this Website should be construed as a recommendation to buy, sell, or hold any investment or security or to engage in any investment strategy or transaction. NightDragon does not represent that the securities, products, or services discussed on or accessible through this Website are suitable for any particular investor. You are solely responsible for determining whether any investment, investment strategy, security or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. You should consult your business advisor, attorney, or tax and accounting advisor regarding your specific business, legal or tax situation.
Timeliness of Content
All content on this Website is presented as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. Additionally, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data. We undertake no responsibility to notify you of changes to the Website or its content and expressly reserve the right to change such information, including any opinions or forecasts, at any time without notice.
Disclaimers, Limitations on Liability, and Indemnification
All information and content on this Website are subject to applicable statutes and regulations, furnished on an “as is” and “as available” basis, without warranty of any kind, expressed or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or noninfringement. NightDragon does not warrant that the Website will meet your needs, be error-free, be corrected promptly if an error exists, continuous, uninterrupted, secure, or contain no computer viruses or other harmful content. You assume the entire cost of any necessary servicing, repairing, or correcting of your property or operations as a result of using this Website. Furthermore, NightDragon makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of any material, services, software, texts, graphics, photographs, or links contained on this Website or any results that may be obtained from using this Website. You also accept at your own risk that the Internet or other online communications medium may not perform as intended as a result of human, mechanical, or other error, despite the efforts of NightDragon, you, or any third party. Any commentaries, articles or other opinions herein are intended to be general in nature and for current interest. Decisions based on information contained in this Website are your sole responsibility, and in exchange for using this Website, you agree to hold NightDragon, its directors, officers, and employees harmless against any claims for damages arising from any decision that is made based on such information. NightDragon and its directors, officers, or employees will not be liable or have any responsibility of any kind for any loss or damage that you incur arising from or in connection with:
- any delay, termination, failure, defect, or interruption in the transmission of this website;
- any inaccuracy, error, unavailability, or incompleteness in the transmission of this website;
- any termination or interruption of your access to this website;
- your reliance on or use of this website;
- any e-mail requests, orders, or instructions you send, or the interception by third parties of any requests, orders, or instructions you send via e-mail;
- any act or omission of NightDragon in making this website available to you; or
- any other cause relating to your access to or use of this website, whether or not the circumstances giving rise to such cause may have been within the control of NightDragon or within the control of any other party providing software or services support for this website.
Furthermore, NightDragon and its directors, officers, or employees will not be liable to you in contract, tort, strict liability, or otherwise for any direct, indirect, special, punitive, consequential, or incidental damages related in any way to your use of this Website including, but not limited to, (i) loss of anticipated profits, benefits, use, or data, or (ii) injury caused by any performance, failure of performance, error, omission, interruption, deletion, defect, computer virus or worm, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of information, resulting from the use of or access to this Website, even if (i) such damages are reasonably foreseeable, or (ii) NightDragon or any other party has been advised of the possibility of such damages. It is possible that all or a portion of the forgoing disclaimers or limitations of liability may not be enforceable in the jurisdiction in which you reside. You agree to indemnify, defend, and hold harmless NightDragon and its affiliates, officers, directors, employees, and agents, including their affiliates, from and against any and all claims, liabilities, damages, losses, actions, demands or expenses, including attorney fees and costs, arising out of or in any way connected with your access to or use of this Website or your breach of these Terms. NightDragon will notify you of any such claim, suit, or proceeding and may assist you, at your expense, in defending against any such claim, suit or proceeding.
Use of Links to Other Websites
This Website may contain links to third-party websites. These links are provided solely as a convenience to you and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by NightDragon of the contents on such third-party websites. NightDragon is not responsible for the content of any website owned by a third party that may be linked to this Website regardless of whether the link is provided by NightDragon or a third party. NightDragon does not prepare or maintain, has not and will not review or update, and does not guarantee the accuracy, timeliness, completeness, suitability, reliability, or usefulness of any information contained on a linked third-party website. If you decide to access linked third-party websites, you do so at your own risk. Furthermore, no representation or warranty is provided for any software that you may download from a link from this Website.
Third Party Content
Through this Website, you may have access to information relating to securities, indexes, or the securities markets (“Market Data”). NightDragon may compile or obtain this Market Data from third parties who are independent of NightDragon. Even though the sources of the Market Data provided on this Website are believed to be reliable, NightDragon is not responsible for, and makes no warranty with respect to the contents, accuracy, completeness, timeliness, suitability, or reliability of the Market Data. The Market Data that may be provided is not a complete summary or statement of all available information or data. NightDragon makes no express or implied representations or warranties, including but not limited to warranties of merchantability or fitness for a particular purpose, with respect to Market Data. Any Market Data and other information accessible through this Website are for personal, noncommercial use. You agree not to reproduce, modify, sell, distribute, broadcast, publish, or use for any commercial or unlawful purpose any Market Data or other information you access through this Website. Any Market Data is provided “as is” and on an “as available” basis. NightDragon will not be responsible for lost profits, trading losses, or any other damages resulting from inaccurate, defective, or unavailable Market Data or other information. NightDragon is not obligated to update or to continue to offer Market Data or other information accessible through this Website.
To the extent electronic mail is submitted to or through this Website, it should be considered neither secure nor confidential. NightDragon makes no representation whatsoever concerning the security or confidentiality of your electronic messages and makes no representation that any electronic messages submitted through this Website will be received by NightDragon. Delivery, and timely delivery, of electronic mail is not guaranteed. Do not send sensitive or confidential information to us via electronic mail. NightDragon therefore recommends that you do not send time sensitive or action-oriented messages to us via electronic mail. Such requests, orders, or instructions will not be processed until NightDragon can confirm your instructions or obtain appropriate written documentation where necessary. Furthermore, any communications or material you transmit to or through this Website by electronic mail or otherwise, including, but not limited to, data, questions, comments, or suggestions will be treated as non-confidential and nonproprietary and will become the property of NightDragon. Such communications or materials may be used for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Further, NightDragon reserves the right to use any ideas, concepts, know how, or techniques contained in any electronic communication you send to this Website for any purpose whatsoever.
All copyrights, trademarks, logos, service marks, trade names, or other intellectual property displayed on, or used in conjunction with this Website are proprietary to NightDragon. Any third-party trademarks, logos, service marks, or trade names on this Website are used for identification purposes only and are the property of their respective owners. The content of this Website is protected by applicable intellectual property law. NightDragon reserves all rights with respect to intellectual property ownership of all material on this Website, and will enforce such rights to the full extent permissible by law. The material accessible on or through this Website is accessible for personal browsing and printing purposes only. Users of this Website may not otherwise:
- copy, reproduce, modify, sell, republish, post, transmit, or distribute in any way material from this Website without the express, written permission of NightDragon;
- use, copy, modify, or display any NightDragon name, logo, text, or graphic image without NightDragon’s express, written permission;
- display any of the pages, text, images, or other content on this Website using “framing” technology without NightDragon’s express written permission;
- modify or use the pages, text, images, or other content from this Website for any purpose other than browsing or printing for personal, non-commercial use; or
- take any action to create an impression of affiliation, sponsorship, or endorsement between any user and/or website and NightDragon.
Limited Linking License Other Users and Websites
NightDragon grants to other users and websites, a Limited License to link to NightDragon’s homepage (www.NightDragonpartners.com). This Limited License entitles other users and websites to link to NightDragon’s homepage only, so long as no impression of affiliation, sponsorship, or endorsement by or between NightDragon and the other user or website is created. Linking to other content within this Website is prohibited without the express written permission of NightDragon. This Limited License expressly prohibits the framing of the content contained in this Website in any way or any other activity that may create a misimpression or confusion among users with respect to sponsorship or affiliation. Any website offering a link to this Website under this Limited License must deliver our homepage address as stated above.
You may not use this Website to gain unauthorized entry into NightDragon’s Website, computer systems or networks connected to this Website or NightDragon’s computer systems through hacking, password mining, or any other means. Furthermore, you may not use this Website in any manner that could damage or overburden any NightDragon server, or any network connected to any NightDragon server, or in any manner that would interfere with another party’s use of the Website. You may not, without the express written permission of NightDragon, use any robot, spider, intelligent agent, other automatic device, or manual process to search, monitor or copy this Website or the reports, data, information, content, software, products, services, or other materials on, generated by or obtained from this Website, whether through links or otherwise, provided that generally available third-party web browsers may be used without such permission. Unless expressly authorized by NightDragon in writing or as otherwise allowed by these Terms, you may not include the term “NightDragon Investments” or any NightDragon executive’s name or any NightDragon logo, trademark, service mark, or any variation of the foregoing, on another website or as a metatag, hidden textual element or use this Website or any of its content in any manner that could create the impression of an affiliation, sponsorship or endorsement by NightDragon.
Governing Law and Severability
This Policy outlines the way in which NightDragon will use the private information that is shared by investors with NightDragon and the safeguards in place to protect such private information from unauthorized dissemination.
- Policy Statement
As a matter of policy, NightDragon seeks to protect the “nonpublic personal information” of natural person consumers and customers. Nonpublic personal information includes nonpublic “personally identifiable financial information” plus any list, description or grouping of customers that is derived from nonpublic personally identifiable financial information.
This policy governs all private information shared by investors in the course of their interactions with NightDragon.
- Review Period
NightDragon will conduct a review of this Policy at least once per year or when significant business process changes occur, to ensure that the information contained herein is still current and applicable.
a. Private information shared by Investors with NightDragon
In order to comply with anti-money laundering and anti-terrorist activity laws, as well as to comply with Know Your Client (KYC) guidelines, NightDragon gathers private information on and from investors including (but not limited to):
- Personal mailing and contact information;
- Scanned copies of ID’s and utility invoices;
- Tax ID numbers;
- Information on personal wealth and source of wealth accumulation;
- Corporate incorporation documents;
- Completed tax forms;
- Individual capital account reports on the performance of investors in funds managed by NightDragon;
- Legal agreements; and
- Minutes from investor meetings
b. Using and disclosing private information shared by Investors with NightDragon
NightDragon saves private information on secure cloud-based servers (please refer to NightDragon’s IT Policy) and also keeps hard copies of certain private investor information disclosed in subscription forms, KYC documents and other legal agreements. NightDragon regularly discloses certain private information to fund administrators and auditors in compliance with local regulations. This typically involves the names of investors and perhaps the domicile of these investors.
As a Registered Investment Advisor under the Securities and Exchange Commission (SEC)’s supervision, NightDragon may be audited and may be required to disclose personal tax information or other private information it has on individual investors as required by law. NightDragon provides each Client with all such privacy notices as may be required by law or any rule or regulation.”
In addition, NightDragon discloses private information for the following reasons:
- To comply with a court order, legal process or other judicial or investigative proceeding that produces a request for information;
- To permit auditing of account information;
- To fulfill or respond to a request from the investor or their authorized representative; and
- To sell or transfer NightDragon ’s business or assets.
c. Safeguarding Private Information shared by Investors with NightDragon
All NightDragon employees are bound by codes of professional conduct to protect the confidentiality of investor information, and to prevent unauthorized use, access to or disclosure of investor information. The use of and access to investor information is restricted to those employees who need to know that information in order to provide services to investors.
Any employee who is authorized to have access to nonpublic personal information is required to keep such information in a secure compartment or receptacle on a daily basis as of the close of business each day. All electronic or computer files containing such information shall be secured and protected from access by unauthorized persons. Any conversations involving nonpublic personal information, if appropriate at all, must be conducted by employees in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations.
All soft copies of documents shared with investors containing their social security numbers will be password protected or made accessible through a password protected site in accordance with U.S privacy laws.
d. Enforcement, Privacy and Consequences of Policy Violation
Employees are responsible for reporting all suspected infractions of this Policy to the Chief Compliance Officer or the Chief Executive Officer.
When it suspects a Policy violation, NightDragon shall further investigate the matter and is permitted to ask for employee’s personal financial records. NightDragon expects full cooperation from all staff in its investigation.
When it finds a Policy violation, NightDragon will exercise its rights to take appropriate disciplinary action including, but not limited to,
- Verbal/written warnings;
- Disciplinary action and/or termination of employment for employees; and
- NightDragon may report suspected violations to law enforcement when appropriate and will cooperate with all local, national, and international law enforcement agencies. NightDragon is not responsible for sanctions taken by these agencies for violations of this Policy that are against local and international laws and/or criminal codes.
Any disclosure of information in a document that has been completed and submitted by you to NightDragon to facilitate a business relationship between you and a third-party provider (i.e., banker, account custodian, insurance company, etc.) will automatically be considered as having been authorized by you with respect to the non-affiliated third-party service provider.
DECLARATION FOR U.S. DEFENSE AND INTELLIGENCE ENTITIES
NightDragon and the funds it advises are based in the U.S. and controlled by U.S. citizens. Each NightDragon fund is controlled by a general partner entity organized in the State of Delaware in the U.S., and not by any of the limited partners of such NightDragon fund. Voting control of the general partner entities is shared by managing members who are all U.S. citizens.
Limited partners do not have rights to direct investment decisions of the funds, and do not have rights to access or compel access to any of the following of portfolio companies:
- intellectual property or technologies;
- information regarding employees, customers and related corporate strategies;
- premises or facilities;
- executives or employees; or
- commercial rights or licenses.