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TMG Advisor Group
IMPORTANT INVESTOR INFORMATION INCLUDING PERTINENT NOTICES,
DISCLAIMERS, RECITALS AND LEGAL ISSUES CONCERNING
TMG Advisor Group AND
ALTERNATIVE INVESTMENTS OR FUNDS.
In order to gain access to the secure TMG Advisor Group website,
users must read the information below and click on the "I AGREE" button at the
bottom of the page to indicate acceptance and understanding of the notices,
disclaimers, and other pertinent legal issues contained in this document.
No Offer or Solicitation of Securities. This web site
includes information related to, or referenced in the offering documentation for
certain TMG Advisor Group represented Securities including, but not necessarily
limited to, Alternative Investments, Funds and Securities. Such securities may
not be eligible for offer or sale in certain jurisdictions or to certain
persons. This information is provided for your general information only, is
current only as of its date, and does not constitute an offer to sell or a
solicitation of an offer to buy securities. The information does not constitute
a sufficient basis for making a decision with respect to purchase and sale of
any security. All information regarding or relating to securities is qualified
in its entirety by the relevant offering memorandum and any related supplements.
Eligible accredited investors should review the relevant offering memorandum and
any related supplements before making a decision with respect to the purchase or
sale of any security. In addition, before purchasing any security, please
consult your legal and financial advisors for information about and analysis of
the security, its risks and its suitability as an investment in your particular
circumstances.
Forward-Looking Statements. Statements made on this web site
(or otherwise made by TMG Advisor Group or on our behalf) which are not
statements of historical information constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Such forward-looking statements,
including statements regarding the intent, belief or current expectations of TMG
Advisor Group and our management regarding the strategic directions, prospects
and future results of the TMG Advisor Group represented Alternative Investments
and Funds involve certain risks and uncertainties. All information included on
this web site, whether historic in nature or forward-looking, speaks only as of
the date shown on such information.
Damages Limitation. In no event shall TMG Advisor Group, any
of its affiliates, or any authorized selling agent of securities represented by
TMG Advisor Group be liable for any special, incidental, indirect or
consequential damages of any kind, or any damages whatsoever, on any theory of
liability arising out of or in connection with the accessing, viewing or use of
any document, data or report on this Web site.
Implied Consent. By accessing and viewing a document, data or
report from this Web site, you acknowledge that you have read and understand the
information provided above and that you accept and agree with the conditions and
limitations set forth above.
Note: In addition to the above, the Disclaimer Statement on this Web
site applies to Investor Information as well.
DISCLAIMER NOTICE
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING THIS
SITE AND ANY PAGES THEREOF, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS
BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS BELOW, DO NOT ACCESS THIS
SITE, OR ANY PAGES THEREOF.
Users:
The TMG Advisor Group web site contains information which may be
restricted by laws and regulations applicable to the user in many different
locations around the world. This information is not intended to be published or
made available to any person in any jurisdiction where doing so would result in
contravention of any applicable laws or regulations. In particular, certain
funds can be marketed in certain jurisdictions only. The user should ensure that
the use of this information and the making of any investment as a result does
not contravene any such restrictions. It is the user's responsibility to be
informed and to observe all applicable laws and regulations of any relevant
jurisdiction. The information contained within the TMG Advisor Group web site
does not constitute an offer or solicitation to sell shares or units in any of
the funds listed, by anyone in any location in which such offer, solicitation,
or distribution would be unlawful or in which the person making such offer or
solicitation is not qualified to do so, or to anyone to whom it is unlawful to
make such offer or solicitation. Any user distributing information taken from
this site, in whatever form, to any other person, agrees to attach a copy of
this summary titled “Important Investor Information Including Pertinent Notices,
Disclaimers, Recitals, and Legal Issues Concerning TMG Advisor Group and the TMG
Advisor Group Alternative Investments and Funds” and obtain the agreement of
such other person to comply with the terms and conditions outlined therein.
Applications to invest in any TMG Advisor Group represented Fund or
related investment opportunity referenced in this web site must only be made on
the basis of the offering document relating to the specific investment (e.g.
prospectus, investment memorandum, or other applicable terms and conditions).
All users should consult an appropriate professional advisor as to whether they
require any governmental or other consents, or need to observe any formalities
to enable them to invest in any particular fund. If you are unsure about the
meaning of any of the information contained within the TMG Advisor Group web
site, please consult a professional advisor.
TMG Advisor Group or any of its information providers, licensors,
directors, employees, or agents does not make any warranty as to the results to
be obtained from use of this web site or the investment opportunities presented
on this web site. This web site and investment opportunities within this web
site are distributed without warranties of any kind, either expressed or
implied.
Neither TMG Advisor Group nor anyone else involved in creating,
producing, or delivering the web site or information herein shall be liable for
any direct, indirect, incidental, special, or consequential damages arising out
of use of the web site or inability to use the web site. TMG Advisor Group will
not in any way be responsible for any selection or retention of, or the acts or
omissions of, the user in connection with this web site.
Risk Statement:
You should be aware of the risks associated with equity investment.
Please remember that past performance is not necessarily a guide to the future.
Market and currency movements may cause the value of investments and the income
from them to fall as well as rise, and you may get back less than you invested
when you decide to sell your investments. Be aware that smaller markets can be
more volatile than developed stock markets and can carry more risk. Independent
financial advice should be taken before entering into any financial transaction.
Hyper-links. This site may be linked to other sites which are
not maintained by, or related to, TMG Advisor Group. Hyper-text links to such
sites are provided as a service to users, and TMG Advisor Group has not
reviewed any or all of such sites and is not responsible for the content of
those sites. Hyper-links are to be accessed at the user's own risk, and TMG
Advisor Group make no representations or warranties about the content,
completeness or accuracy of these links or the sites hyper-linked to this site.
Further, the inclusion of any link to a third-party site does not imply
endorsement by TMG Advisor Group.
CONFIDENTIALITY AND NON-DISCLOSURE RECITAL
THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE RECITAL (the
“Recital”), made and entered into as of the day and time the User enters this
site and agrees to the terms and conditions outlined in this recital and
corresponding disclaimers and notices for accessing this site, is made by and
between TMG Advisor Group and its affiliated group of companies including but
not necessarily limited to TMG Advisor Group (the "Company") and User (the
"User").
RECITALS:
The User desires to review and discuss with authorized individuals
TMG Advisor Group investment opportunities outlined within this site. In order
to begin such review and discussions, each party must make available to the
other party certain information concerning itself and its operations or products
which each considers to be non-public, confidential, or proprietary in nature.
In order to induce the other party to make this information available to it, the
other party is willing to accept such information upon, and to abide by, the
terms and conditions set out herein.
NOW, THEREFORE in consideration of the foregoing, and of the mutual
promises and covenants contained herein, the parties do hereby agree as follows:
Section 1. Definition of Confidential Information.
For purposes of this Agreement, the term Confidential Information
shall include, but not be limited to any item of proprietary information or
trade secret of the Company and TMG Advisor Group or their respective clients,
including customer lists, sales lists, invoices, confidential selling and profit
information, finances, earnings, volume of business, outlets, methods, products
or services under development, systems, practices, plans, and other items of
trade secrets, trade knowledge, and trade know-how, analyses, compilations,
forecasts, studies, or other documents prepared by agents and representatives,
including attorneys, accountants, and financial advisers of either party, and
any other information each considers to be confidential.
Section 2. Confidentiality of Information.
All Confidential Information received by TMG Advisor Group or the
User shall be kept confidential and shall not without the prior written consent
of other party, be disclosed by the User or TMG Advisor Group, its agents,
representatives, or employees in any manner whatever, in whole or in part, to
any person who is not a party to this Agreement. Each party hereto shall be
responsible to the other party for any breach of this Agreement by itself, its
agents, representatives, or employees. In addition, each party shall exercise
all reasonable diligence and take all reasonable steps to protect Confidential
Information disclosed by the other party under the terms of this Agreement.
This Confidentiality Agreement shall remain in force for five (5)
years. However, termination of this Agreement shall not relieve either party of
its obligation to maintain the confidentiality of all Confidential Information.
Section 3. Return or Destruction of Confidential Information:
Ownership.
All copies of the Confidential Information shall be returned to the
originating party immediately upon written request therefore or, alternatively,
shall be destroyed upon the request of the originating party, and any oral
Confidential Information shall continue to be subject to the terms of this
Agreement. Such destruction of such Confidential Information shall be confirmed
in writing by an appropriate official of the destroying party. All Confidential
Information shall remain the sole property of the party providing such
information.
Section 4. Information Not Covered by Agreement.
The term Confidential Information shall not include such portions of
the Confidential Information as:
(a) are or become generally available to the public other than as a
result of a disclosure by a party to this Agreement or;
(b) become available to a party hereto on a non-confidential basis
from a source other than the other party hereto (or an agent thereof) which is
not prohibited from disclosing such Confidential Information by a legal,
contractual or fiduciary obligation to the originating party or;
(c) are independently developed without access to the Confidential
Information of the other party or;
(d) are known to a party hereto prior to the date of this agreement
and which can be shown by competent evidence.
Section 5. Disclosure Under Legal Compulsion.
In the event that any party hereto becomes legally compelled to
disclose any of the Confidential information, such party shall provide the other
party with prompt notice so that the protected may seek a protective order or
other appropriate remedy and/or waive compliance with the provisions of this
Agreement. In the event such protective order or other remedy is not obtained,
or that the protected party waives compliance with the provisions of this
Agreement, the disclosing party agrees that it shall furnish only that portion
of the Confidential Information which it is advised by written opinion of
counsel that it is legally required to disclose and, further, shall exercise its
best efforts to obtain reasonable, reliable assurance that confidential
treatment will be accorded the Confidential Information so disclosed.
Section 6. Injunctive Relief.
Each party hereto acknowledges that remedies at law may be
inadequate to protect the other party against the breach of this Agreement, and
each party hereby agrees in advance to the granting of injunctive relief in
favor of the other party without the need of proof of actual damages.
Section 7. Entire Agreement: Amendments.
This Agreement, including the exhibits, schedules, lists and other
documents and writings referred to herein or delivered pursuant hereto, all of
which form a part hereof, contains the entire understanding of the parties with
respect to its subject matter. It merges and supersedes all prior and/or
contemporaneous agreements and understandings between the parties, written or
oral, with respect to its subject matter and there are no restrictions,
agreements, promises, warranties, covenants or undertakings between the parties
with respect to the subject matter hereof other than those expressly set forth.
This Agreement may be amended only by a written instrument duly executed by all
parties or their respective heirs, successors, assigns or legal personal
representatives.
Section 8. Waiver of Breach.
No covenant or condition of this Agreement can be waived except by
the written consent of the parties. Forbearance or indulgence by either party in
any regard whatsoever shall not constitute a waiver of the covenant or condition
to be performed by the other party to which the same may apply and, until
complete performance of said covenant or condition, said party shall be entitled
to invoke any remedy available under this Agreement or by law or in equity
despite said forbearance or indulgence.
Section 9. Notices.
All notices, offers, requests, demands, and other communications
pursuant to this Agreement shall be given in writing and shall be deemed to be
duly given and received on the date of delivery if delivered personally, or on
the second day after the deposit in the United States Mail if mailed by prepaid
first class registered or certified mail, properly addressed with appropriate
postage paid thereon, or on the first day after delivery to the telegraph office
if given by prepaid telegraph, and addressed to the party at the following
address:
If to TMG Advisor Group:
TMG Advisor Group
P.O. Box 948
Colleyville, Texas 76034
If to the User:
At the address specified in the TMG Advisor Group accredited
investor questioner required to be filled out by the User to gain access to this
web site
or to such other address as any party may have furnished to the
others in writing in accordance herewith, except that notices of change of
address shall only be effective upon receipt.
Section 10. Gender. Number.
Whenever the context of this Agreement so requires, the masculine
gender shall include the feminine or neuter, the singular number shall include
the plural, and reference to one or more parties hereto shall include all
assignees of the party.
Section ll. Captions and Headings.
The section and paragraph captions and headings contained in this
Agreement are for included reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
Section 12. Governing Law Forum: Service of Process
This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas. This Agreement and its subject matter have
substantial contacts with Texas, and all actions, suits, or other proceedings
with respect to this Agreement shall be brought only in a court of competent
jurisdiction sitting in Tarrant County, Texas, or in the federal District Court
having jurisdiction over that County. In any such action, suit, or proceeding,
such court shall have personal jurisdiction of all of the parties hereto, and
service of process upon them under any applicable statutes, laws, and rules
shall be deemed valid and good.
Section 13, Severability.
In the event that any provision of this Agreement is held to be
invalid, illegal or unenforceable, such a determination shall not affect any of
the other provisions of this Agreement, and this Agreement shall be construed as
if the impermissible provision had never been contained herein.
Section 14. Corporate and Individual Authorization.
Each individual executing this Recital on behalf of a corporation
represents and warrants that he or she is duly authorized to execute and deliver
this Agreement on behalf of said corporation in accordance with a resolution of
the Board of Directors duly adopted in accordance with the Bylaws of said
corporation that this Agreement is binding on said corporation in accordance
with its terms: and that this Agreement is not in violation of or inconsistent
or contrary to provisions of any other agreement to which such corporation is a
party.
Each individual executing this Agreement warrants that he or she is
duly authorized to execute and deliver this Agreement and that this Agreement is
binding on said individual in accordance with its terms: and that this Agreement
is not in violation of or inconsistent or contrary to provisions of any other
agreement to which such individual is a party.
By continuing beyond this point and accessing and viewing a
document, data or report from this Web site, you acknowledge that you have read
and understand the information provided above and that you accept and agree with
the conditions and limitations set forth above.
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