Terms of Use 

Last Updated: January 9, 2020

Please read the following terms and conditions (“Terms of Use”) before accessing the Partner Fund Management, L.P. (the “Firm”) website (the “Website”). Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and the Firm. The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Persons under the age of 18 may not access or use the Website. Each time you access or use the Website, your access and use indicate full acceptance of and agreement to, without qualification, abide by these Terms of Use in its then current form. If you do not accept the terms and conditions stated in these Terms of Use, do not access or use the Website.

UNAUTHORIZED USE OF THIS WEBSITE, INCLUDING BUT NOT LIMITED TO MISUSE OF PASSWORDS OR POSTED INFORMATION, IS STRICTLY PROHIBITED. AUTHORIZED USERS OF THIS WEBSITE INCLUDE ANY USERS VISITING THIS WEBSITE FOR PERSONAL AND/OR INFORMATIONAL PURPOSES, CLIENTS AND POTENTIAL CLIENTS OF THE FIRM, INVESTORS OR PROPOSECTIVE INVESTORS IN AN INVESTMENT FUND ADVISED BY THE FIRM, FIRM EMPLOYEES, CANDIDATES FOR EMPLOYMENT OR USERS SEEKING INFORMATION ABOUT EMPLOYMENT OPPORTUNITIES AT THE FIRM, AND ANY OTHER USERS AUTHORIZED BY THE FIRM.

No Securities Offering or Investment Advice

The funds that the Firm advises are not offered through the Website. An offer regarding any such fund may be made only after you have received from the Firm a Private Offering Memorandum concerning that fund and have had the opportunity to discuss all matters concerning any prospective investment with your counsel and any other relevant advisers. The Website does not provide all information material to an investor’s decision to invest in any such fund, including, but not limited to, important risk factors.

The Website is intended to provide information about the Firm’s services to authorized individuals. It is not intended as and does not constitute investment advice, legal or tax advice, an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The information in the Website should not be construed as the Firm’s endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving any information found on the Website, and the Firm urges you to make sure that you understand these risks before relying on, using or retrieving any information on the Website. You should evaluate the information made available through the Website, and you should seek the advice of professionals, as appropriate, to evaluate any data, information, product or service.

Important Performance Information

The investment performance data set forth herein is solely for the information of current investors in the funds and is being furnished on a confidential basis. It should not be assumed that an investment in the fund will be profitable or that the performance of the fund will equal its past performance. The performance results have not been compiled, reviewed or audited by an independent accountant. Results for the current year are based on the internal books and records of each fund as maintained by Citco Fund Services and are subject to adjustment when that fund’s financial statements for the current year are audited.

Personal and Non-commercial Use Limitation

The Firm grants you a non-exclusive, non-transferable and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any data, information, products or services obtained from the Website. You may not allow others to use your user name and password to access or use any part of the Website. If your password has been compromised, you should contact the Firm immediately for a new password. All information on the Website is subject to confidential treatment and is made available solely for your authorized use in connection with your investment activities. You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of the Firm.

Disclaimers and Limitation of Liability

THE FIRM’S LIABILITY WITH RESPECT TO THE WEBSITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE DATA, INFORMATION, PRODUCTS AND SERVICES PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND THE RESULTS OBTAINED THEREFROM ARE NOT GUARANTEED BY THE FIRM OR ANY PERSONS CREATING OR TRANSMITTING SUCH DATA, INFORMATION, PRODUCTS AND SERVICES. THE FIRM AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. DATED DATA OR INFORMATION SPEAKS ONLY AS OF THE DATE INDICATED. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS. THE FIRM IS NOT LIABLE FOR ANY DAMAGE OR INJURY CAUSED BY THE PERFORMANCE OR FAILURE OF PERFORMANCE OF ALL OR ANY PORTION OF THE SITE, OR FOR ANY DEFECTS, DELAYS OR ERRORS IN OR RESULTING FROM YOUR USE OF THE SITE. IN NO EVENT WILL THE FIRM OR ANY OF ITS AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THESE TERMS OF USE, THE WEBSITE, OR THE INABILITY TO USE THE WEBSITE.

THE FIRM AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE DATA, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH DATA, INFORMATION, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE FIRM AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS DATA, INFORMATION, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL THE FIRM AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY DATA, INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE FIRM OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE FIRM AND ANY PERSON CREATING OR TRANSMITTING THE DATA AND INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE DATA, INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.

Ownership of Content

The contents of the password protected area of the Website are subject to the confidentiality provisions of the respective investor fund documents. The Website and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of the Firm and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Website are proprietary to the Firm, including all registered and unregistered trademarks and service marks of the Firm. If the Website includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by the Firm or any third party, without the Firm’s express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of the Firm’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of the Firm.

References to Publications and Other Companies

References to any publication or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of the Firm or that the Firm endorses, recommends or approves the services or products of such companies. Hyperlinks to or from the Website do not constitute third party endorsement of, or sponsorship by or affiliation with the Firm. News stories reflect only the author’s opinion and not necessarily that of the Firm.

Modification and Monitoring of Website

The Firm may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. The Firm expressly reserves the right to monitor any and all use of the Website, and the Firm may report any activity that it suspects may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate.

Termination and Cancellation

The Firm may modify or terminate the Website and terminate your access to the Website, without notice at any time and for any reason.

Indemnity

You agree, at your own expense, to indemnify, defend and hold harmless the Firm, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Website or any product or service related thereto, or any of your other acts or omissions.

Jurisdictional Issues and Applicable Law

Unless otherwise specified, the Firm controls and operates the Website from its offices within the State of California. The Firm does not claim that materials in the Website are appropriate or available for use in locations other than California. If you choose to access the Website from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

These Terms of Use are governed by the laws of the State of California, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City and County of San Francisco, California, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

General

You agree that no joint venture, partnership, employment or agency relationship exists between you and the Firm as a result of these Terms of Use or your access or use of the Website.

The Firm’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of the Firm’s right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by the Firm with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Website after accessing the Website, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding and (c) you will use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the Firm may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and the Firm with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Firm with respect to the Website. You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.

Partner Fund Management, L.P., Partner Investment Management, L.P. and Partner Advisory Services, L.P. are investment advisers registered with the U.S. Securities and Exchange Commission; its SEC File Number is 801-69012 and CRD Number is 146747. Partner Investment Management L.P., Partner Advisory Services, L.P. are “relying advisers” and file a single Form ADV with Partner Fund Management, L.P.