Online Confidentiality Agreement for Investors
The information you are requesting through this website is being provided to you in your capacity as an investor in certain investment vehicles (each, an “Investment Vehicle”) administered by Island Capital Group LLC or one of its affiliates (“ICG”). The information is provided to assist you with respect to your investment in one or more Investment Vehicles (the “Permitted Purpose”). Some or all of the information being provided to you is confidential and/or non-public information. You hereby agree not to disclose or use such information in a manner which violates any federal or state securities law, rule or regulation, or any Investment Vehicle limited liability company agreement, subscription agreement private placement memorandum or other Investment Vehicle governing document (each, an “Investment Vehicle Governing Document”).
ICG will provide you with access to certain confidential, non-public information regarding your investment, the Investment Vehicle(s) in which you are invested and/or certain underlying Investment Vehicle assets (the “Confidential Information”). You acknowledge that the Confidential Information (a) includes or may be based upon information provided by third parties, (b) may not have been verified by ICG, and (c) may be incomplete or contain inaccuracies. You agree that ICG shall not have any liability to you or your Representatives (as defined below) resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any of your use of Confidential Information, or (z) ICG’s inability or failure to provide the Confidential Information to you for any reason.
You agree that you will not disclose, and you will take reasonable precautions to prohibit your Representatives (as defined below) from disclosing the Confidential Information in any manner whatsoever to any other person or entity, other than your Representatives (but only to the extent necessary to accomplish the Permitted Purpose) or as otherwise required by applicable law, any governmental agency or any self-regulatory organization. You acknowledge that any use or disclosure of the Confidential Information by you or your Representatives for any purpose other than the Permitted Purpose, in addition to being a breach of this Confidentiality Agreement and/or an Investment Vehicle Governing Document, may constitute a violation of federal and/or state securities laws, rules or regulations. You will take reasonable precautions to ensure that each Representative has notice of its obligations under this Confidentiality Agreement and agrees not to violate its terms. The term “Representative” with respect to any entity shall mean the officers, directors, general partners, investors, employees, agents, affiliates, auditors and legal counsel for that entity.
ICG may cease or defer providing the Confidential Information to you and terminate your access to its system hereunder in the event that (a) you or your Representatives violate any provision hereof, (b) ICG (in its sole discretion) determines that such action is necessary for any reason, or (c) such system is no longer in use. Your obligations and restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination of your access to the Confidential Information. None of ICG’s remedies hereunder or at law or equity are exclusive and may be combined.