Site Terms and Conditions

By accessing this website and any materials presented herein (the “Site”), you accept in their entirety and without modification the following terms and conditions (the “Terms of Use”) pertaining to the use of the Site. The Department of XYZ IM LLC (“The Department of XYZ”) reserves the right to change the terms, conditions and notices under which this Site is offered without notice at any time. You acknowledge and agree that The Department of XYZ may restrict, suspend or terminate the Terms of Use or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of the Terms of Use as determined in The Department of XYZ's absolute discretion, and without prior notice or liability. Each use of the Site constitutes your agreement to be bound by the then-current terms and conditions set forth in these Terms of Use. If you do not agree with the Terms of Use, you are not granted permission to access or otherwise use this Site.

1. Ownership, Limited License to Use the Site

The Department of XYZ owns and maintains this Site. All information contained in this Site is confidential and intended solely for the use of those persons that have been granted permission to use this Site. Except as specifically permitted below, nothing contained in these Terms of Use or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce, any image, text, software, code, trademark, logo or service mark contained in the Site, including without limitation the name or logo of The Department of XYZ, any of its affiliates and/or any other entity described on the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site (including without limitation personally identifiable information) becomes the property of The Department of XYZ and may be used by The Department of XYZ for any lawful purpose without restriction, subject to The Department of XYZ’s Privacy Policy. The Department of XYZ reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to copyright and trademark ownership of all material contained on the Site.

The Department of XYZ grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial, informational purposes only, and to print pages from the Site only in connection with that use. You may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from The Department of XYZ which may be withheld for any or no reason.

2. No Offer of Securities; No Advice

THIS SITE AND THE INFORMATION INCLUDED HEREIN IS FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, DIGITAL ASSET, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY THE DEPARTMENT OF XYZ OR ANY OF ITS AFFILIATES OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY THE DEPARTMENT OF XYZ OR ITS AFFILIATES. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INDIVIDUALS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF AS DETERMINED FROM TIME TO TIME BY THE DEPARTMENT OF XYZ AND/OR ITS AFFILIATE(S) IN THEIR SOLE AND ABSOLUTE DISCRETION.

Such requirements may include, among other things, qualifying as an "accredited investor" within the meaning of the U.S. Securities Act of 1933, as amended; a "qualified client" within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a "qualified eligible person" within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a "qualified purchaser" within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. Access to information about the investment funds managed by, or advisory services offered by, The Department of XYZ is similarly limited to individuals who meet the applicable investor suitability, experience and sophistication requirements. You acknowledge that participation in investment funds is speculative in nature, involves a high degree of risk and is intended only for experienced and sophisticated investors.

Neither this Site nor The Briefing Memo from The Department of XYZ (the “The Briefing Memo”) is intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site or The Briefing Memo should be construed as a recommendation by The Department of XYZ, its affiliates, or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.

3. Password-Protected Areas

Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of The Department of XYZ. Such passwords will only be issued to current investors in an investment fund sponsored or managed by The Department of XYZ or its affiliates, or to prospective investors who are eligible to receive a Confidential Offering Memorandum for one or more of those investment funds or their respective agents and designees. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by The Department of XYZ or its affiliates. Users of the Site acknowledge that past performance is not necessarily indicative of future results. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by The Department of XYZ for your specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.[JA1] 

4. No Reliance

While The Department of XYZ uses reasonable efforts to update the information contained on the Site and in The Briefing Memo, The Department of XYZ makes no representations or warranties as to the accuracy, reliability or completeness of any information on the Site or in The Briefing Memo. Any content of the Site or The Briefing Memo is subject to change without notice. As noted above, permission by The Department of XYZ to access this Site or The Briefing Memo should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice.   

5. Materials to be Consulted in their Entirety

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

6. Links to Third Party Web Sites

The Department of XYZ has not reviewed any of the websites that may be linked to the Site and is not responsible for the content of off-site pages or any other website linked or linking to this Site. The Department of XYZ is not responsible for the privacy practices of such other websites, including beehiiv.com, on which The Briefing Memo appears, which is hosted by beehiiv, Inc. and subject to the host’s terms of use and privacy policies. Your linking to or use of any off-site pages or other websites is at your own risk. The Department of XYZ's inclusion of links to other websites does not imply any endorsement of the material located on or linked to by such websites. In addition, the inclusion of any linked websites on the Site does not imply an endorsement of any kind of The Department of XYZ or its affiliates by any person or entity and should not be deemed as such by any user of the Site. 

7. No Warranties

THE DEPARTMENT OF XYZ, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE OR IN THE BRIEFING MEMO. ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND. THE DEPARTMENT OF XYZ HEREBY FURTHER DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION AND MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.

You acknowledge that you are aware that by using this Site you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.

THE DEPARTMENT OF XYZ, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE DEPARTMENT OF XYZ, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OF KIND TO, VIRUSES THAT MAY INFECT, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED, ON YOUR COMPUTER OR OTHER PROPERTY, ON ACCOUNT OF YOUR ACCESSING OR USE OF THIS SITE.

8. Limitation of Liability; Indemnification

IN NO EVENT SHALL THE DEPARTMENT OF XYZ, ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE OR THE BRIEFING MEMO; OR (III) OTHERWISE ARISING OUT OF THE USE OF THE SITE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF THE DEPARTMENT OF XYZ, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, THE DEPARTMENT OF XYZ WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS.

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of any The Department of XYZ party or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

You hereby agree to indemnify, defend and hold The Department of XYZ, its affiliates and their officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys' fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any claim. The Department of XYZ reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of The Department of XYZ.

9. Usage Parameters

Prohibited Uses. In addition to the other limitations discussed in these Terms of Use, because all servers have limited capacity and are used by many people, you may not use the Site in any manner that could damage or overburden any The Department of XYZ server, or any network connected to any The Department of XYZ server. You may not use the Site in any manner that would interfere with any other party's use of the Site.

Means of Access. The Site is generally intended to be viewed by a conventional Web browser. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data.

Usage Monitoring. The Department of XYZ reserves the right, but does not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site. By using the Site, you accept The Department of XYZ.s right to access, archive, or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, or for any other reason. You agree that The Department of XYZ.s monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which The Department of XYZ monitors your Site usage and enforce, or fail to enforce, these Terms of Use. You further agree that in no event will The Department of XYZ be liable for any damages incurred by you as a result of The Department of XYZ.s usage monitoring. 

10. General

These Terms of Use are governed by the internal laws of the State of New York, without reference to its conflicts of laws provisions. You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in New York, New York, U.S.A., as the exclusive jurisdiction and venue for the adjudication of all disputes arising out of or relating to the use of the Site. You hereby appoint the Secretary of State of the State of New York as your agent for service of process in any such proceeding.

Any notice to The Department of XYZ shall be given in writing and sent by registered mail to The Department of XYZ IM LLC, 1178 Broadway, Floor 2, #2001, New York, NY 10001, Attention: Matthew Homer, Managing Member.

If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.