By accessing or using this Brahman Capital Corp. ("Brahman Capital") website (the "Site"), you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and Brahman Capital, and governs your access and use of the Site, which includes, without limitation, any text, graphics, user interfaces, information, data, tools, products, services, and other content (together, "Content") available on or through the Site. You may contact Brahman Capital by e-mail at IR@bccny.com with questions about the terms and conditions of this User Agreement.
PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF, AND AGREEMENT TO ABIDE BY, THIS USER AGREEMENT IN ITS THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS USER AGREEMENT, DO NOT USE THE SITE.
1. Brahman Capital grants you a limited right to use the Site.
· Your right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms, or conditions that govern all or any portion of the Site.
· At any time and for any reason we may revoke your right to use all or any portion of the Site.
· You may not violate or attempt to violate the security of the Site.
2. The Site is owned by Brahman Capital, its affiliates, and/or third parties.
· The Site is protected by one or more copyrights, patents, database rights, trademarks, service marks, and/or other intellectual property and proprietary rights that are owned by Brahman Capital, its affiliates, and/or third parties.
· You may not decompose, decompile, reverse engineer, disassemble, or otherwise deconstruct all or any portion of the Site.
· You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of, or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement.
· You may print copies of any accessible portion of the Site only for your own personal use. You may discuss information you learn from the Site with your financial, legal, or tax advisors, and others with whom you share investment decisions.
· You may not remove any copyright, trademark, or other proprietary notice or legend contained on (or printed from) the Site.
3. You make certain representations and warranties regarding your use of the Site.
· You represent and warrant that:
o you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement;
o you have not, and you will not, enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and
o you will not delete any Content.
4. All Content is for informational purposes only.
· Nothing on the Site is an offer or solicitation to buy or sell any security.
· Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell, or hold any security or other investment, or that you pursue any investment style or strategy.
· We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable.
· Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax, or legal advice.
· If you would like investment, accounting, tax, or legal advice, you should consult with your own financial advisors, accountants, or attorneys regarding your individual circumstances and needs.
· THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY, OR INVESTMENT STYLE IS NOT INDICATIVE OF, NOR A GUARANTEE OF, FUTURE PERFORMANCE.
5. There are various risks you assume in relying on the Content.
· Dated Content speaks only as of the date indicated.
· We make reasonable efforts to provide accurate Content, but at times we may not promptly update or correct the Site even if we are aware it is inaccurate, outdated, or otherwise inappropriate.
· We may change all or any portion of the Site at any time without notice to you.
· We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.
· You agree we are not liable for any action you take, or decision you make, in reliance on any Content.
6. If Brahman Capital provides you with a password, you must keep your password and certain 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 Brahman Capital immediately of any actual or suspected loss, theft, or unauthorized use of your password.
· You may not disclose any Content that is contained within the password protected portion of the Site to any third party, except to your financial, legal, or tax advisors, and others with whom you share investment decisions.
· We are not obligated to inquire as to the authority or propriety of any use of, or action taken under, your password. We 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.
7. Brahman Capital is not liable for any technological problems and any impact they may have.
· All or any portion of the Site may not be available and may not function properly at any time.
· We make reasonable efforts to avoid technological problems, but at any time, the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines.
· We take reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but we disclaim liability for any interception of data or communications.
· We make reasonable efforts to ensure that the Site is secure, but we do not guarantee the security of the Site.
· We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.
· We are not liable for any defects, delays, or errors in, or resulting from, your use of the Site.
8. Brahman Capital is not responsible for information on any third party website that is referenced in, or accessible or connected by hyperlink to, the Site.
· If you access any third party web site through the Site or otherwise, you do so at your own risk.
· Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by, or affiliation with us.
9. Brahman Capital has the right, but not the obligation, to monitor and record activity on the Site and respond as it deems appropriate.
· We may monitor and record activity on the Site for any reason or for no reason.
· We may investigate any complaint or reported violation of our policies.
· We may report any activity we suspect may violate any law or regulation to regulators, law enforcement officials, or other persons or entities we deem appropriate.
· We may issue warnings, suspend, or terminate use of the Site, deny access to all or part of the Site, or take any other action we deem appropriate.
· We may use "cookies," which may automatically collect certain information and data. "Cookies" are small pieces of data sent to your computer browser from our web server and stored on your computer's hard drive. The data identifies you as a unique user and facilitates your ongoing access to, and use of, the Site. Cookies also help us diagnose problems with our server. Except as required by law, the Company does not disclose any of this information or data to anyone, other than to its affiliates, and except as permitted by law, to the Company's attorneys and regulators, and to certain service providers, such as a third party that hosts the Site.
10. BRAHMAN CAPITAL DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM.
· THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE."
· WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF
o FITNESS FOR A PARTICULAR PURPOSE, AND
o NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
· WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT.
11. BRAHMAN CAPITAL'S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
· IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, OR THE INABILITY TO USE THE SITE.
· OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.
· UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF BRAHMAN CAPITAL, ITS AGENTS, AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE IS $100.
· THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
12. You will be responsible for any liability to Brahman Capital that arises out of your breach of this User Agreement or your use of the Site.
· You agree to indemnify, defend, and hold harmless Brahman Capital and its affiliates, agents, employees, and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) that arise from or relate to:
o your use of the Site,
o your breach of this User Agreement or any representation, warranty, or covenant made by you in this User Agreement,
o your violation of any applicable law, statute, ordinance, regulation, or of any third party's rights, or
o claims asserted by third parties that, if proven, would place you in breach of representations, warranties, covenants, or other provisions contained in this User Agreement.
13. YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND BRAHMAN CAPITAL 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:
o Arbitration is final and binding on the parties.
o The parties are waiving their right to seek remedies in court, including the right to jury trial.
o Pre-arbitration discovery is generally more limited than, and different from, court proceedings.
o 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 User Agreement shall be conducted in New York City before a panel of three (3) arbitrators pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, except to the extent that such rules are modified by this User Agreement. 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:
o the class certification is denied; or
o the class is decertified; or
o 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 User Agreement except to the extent stated herein.
14. You will be bound by revised versions of this User Agreement that Brahman Capital posts on the Site.
· Modifications will be effective immediately upon posting unless we indicate otherwise.
· Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.
15. You are bound by certain other general conditions.
· We may assign this User Agreement, in whole or in part, at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void.
· If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this User Agreement shall remain in full force and effect.
· This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Brahman Capital concerning the subject matter hereof.