Terms of Use

Welcome to the Santa Barbara Alpha Strategies ("SBAS") web site (the "Site").

Terms and Conditions

By clicking on the "I Agree" button on the Site: (i) you represent that you have the authority to enter into this agreement on behalf of yourself and any organization on whose behalf you access and use the Site (collectively, "You," "Your," "Yourself" or the "User"); (ii) You acknowledge that You are entering into a legal contract that is binding upon You and SBAS; and (iii) You accept all of the terms and conditions set forth herein as governing Your access to and use of the Site (the "Terms and Conditions"). If you do not agree with any of the foregoing, please click the "I Disagree" button below and You will be denied access to the Site.

SBAS reserves the right to change the Terms and Conditions governing Your access to and use of the Site at any time in its sole discretion. Any use of this Site by You following notice of such changes shall be deemed acceptance of and agreement to access and use the Site in accordance with the changed Terms and Conditions.

1. SBAS Funds. You acknowledge that (i) funds sponsored and managed by SBAS (collectively, "SBAS Funds") are private investment funds that are not required to be registered with the Securities and Exchange Commission; (ii) the offering of such funds is limited by U.S. Federal and state securities laws; and (iii) You are solely responsible for Your compliance with any applicable laws. SBAS Funds generally may be illiquid investments and may entail a high degree of financial risk. Investment in these funds is subject to substantial investment restrictions, and investors are strongly urged to review carefully the relevant fund's private placement memorandum and organizational documents and to discuss any such investment with their legal counsel and tax advisors prior to investing. Information about SBAS Funds is confidential and is intended solely for authorized Users of this Site. Access to the password-protected areas of the Site is restricted to only those persons who are "accredited investors" as defined in Regulation D under the Securities Act of 1933, or to certain categories of qualified investment professionals (including, but not limited to, broker-dealers, investment advisers, commodity trading advisors, commodity pool operators and associated persons or representatives of such persons). You represent and warrant that You are an accredited investor, or are otherwise a qualified investment professional, at all times that You access and use any password protected area of this Site, and You agree to immediately notify SBAS of any change in such status. In order to invest in SBAS Funds, You may also be required to be a "qualified eligible person" as defined under the U.S. Commodity Exchange Act, a "qualified purchaser" as defined under the U.S. Investment Company Act of 1940, and/or a "qualified eligible client" as defined under the U.S. Investment Advisers Act of 1940, as applicable.

2. Authorized Access and Privacy. You agree to limit Your access only to those areas of the Site that SBAS specifically authorizes for Your use, and You acknowledge that any attempt at broader unauthorized access may subject You to civil liability or criminal prosecution. You acknowledge that Your use of the Site may involve the transmission by electronic means of information that may be considered personal financial information, and understand that SBAS may download information to Your computers or other access devices in connection with Your access and use of the Site. You consent to transmission of each type of information each time You access the Site. Please see SBAS' Privacy Statement for a summary of SBAS' practices regarding collection and use of non-public personal financial information. You agree to the collection and use by SBAS of information that You provide through the Site, including Your non-public personal financial information, in accordance with SBAS' Privacy Statement.

3. Grant of License. Upon request by You for a password, and upon SBAS' determination in its absolute discretion to provide You a password, SBAS will grant to You a personal, revocable license to access and use the Site in accordance with the Terms and Conditions for the limited purpose of viewing, printing and downloading materials and information on this Site. SBAS may immediately terminate or revoke this license and Your use of the Site for any reason at any time. You agree that hard copies of materials or information printed or downloaded by You from the Site may be subject to applicable copyright and other intellectual property rights and restrictions on use. You agree to abide by any notices of copyright and other applicable restrictions on use contained in any materials printed or downloaded from the Site. Except as otherwise expressly permitted herein, You agree not to modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, frame, or otherwise use any information or material obtained from or through this Site. You warrant to SBAS that You will not use this Site for any purpose that is prohibited by any applicable laws or regulations.

4. Password Policy. SBAS shall establish a user identifier and password for Your access to and use of the Site. You agree to maintain Your user identifier and password as confidential and not to share or allow use of Your user identifier or password by anyone other than Yourself or persons duly authorized to act on behalf of Yourself. You agree to be solely responsible for any use of the Site when accessed through Your user identifier and/or password. You agree not to use the user identifier and/or password established for You by SBAS for any other person. You agree to (a) immediately notify SBAS of any unauthorized use of Your user identifier and/or password or any other breach of security; (b) immediately notify SBAS of any user identifier and/or password that will no longer be used; and (c) ensure that You exit from Your account at the end of each session. SBAS reserves the right to inactivate, delete or change Your user identifier and/or password at any time and for any reason. You represent and warrant that any information provided by You shall be true, accurate, current and complete. You agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, or conceal Your identity from SBAS for any purpose.

5. Notices, Communications, and Electronic Signatures. You agree to accept all communications from SBAS regarding use of the Site at the addresses You most recently provided to SBAS. Please promptly update any changes to Your information by e-mailing any updated information to password@sbalpha.com. You agree to waive all claims resulting from failure to receive communications because of changes in Your e-mail or mailing address. You agree to be bound by any affirmance, assent, consent or agreement that You transmit through the Site, whether by clicking on an "I Agree," "I Consent" or other similarly worded "button" or field with your mouse or by using a keystroke, and that any such affirmance, assent, consent or agreement will be legally binding and enforceable as the legal equivalent of Your handwritten signature.

6. Intellectual Property Rights. All material and information contained on this Site, unless otherwise indicated, is the property of SBAS and is subject to protection under various intellectual property laws, including, but not limited to, United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided in Section 3, SBAS does not grant any express or implied right(s) under such intellectual property laws to Users of this Site. Please be aware that SBAS will actively and aggressively enforce its intellectual property rights to the fullest extent of the law. SBAS reserves the right to remove any material on the Site that allegedly infringes another person's intellectual property.

7. Site Security and Limitations. You agree not to (i) interfere (or attempt to interfere) with the operation of the Site, including, without limitation, interfering with, defeating, or circumventing any security function of the Site; (ii) use the Site to post, store, or transmit any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component; and (iii) reverse engineer, decompile or disassemble any portion of the Site.

8. Law Enforcement. You agree that SBAS may view, monitor, and record activity on the Site without prior notice to You, and that any such information obtained by SBAS is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site and disclosure pursuant to court orders in connection with requests for such information.

9. Links to Other Sites. The Site may contain links to other Sites on the World Wide Web as a convenience to the User. Such other sites may be owned by third parties and have not been reviewed by SBAS. SBAS expressly disclaims any responsibility for such other sites and makes no guarantees relating to such other sites or the content thereon. You agree that Your use of such other sites will be subject to the terms and conditions applicable to such other sites, including the information collection practices, the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third party web sites. Moreover, these links do not imply an endorsement by SBAS with respect to any third party or any web site or the products or services provided by any third party.

10. DISCLAIMERS. USE OF THE INTERNET, USE OF AND ACCESS TO THIS SITE AND TRANSMISSION OF MATERIALS AND INFORMATION TO OR FROM THE SITE IS SOLELY AT YOUR OWN RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS AND REGULATIONS. SBAS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING INTERRUPTIONS OF SERVICE OR ERRORS RELATING TO THE USE OR OPERATION OF THE SITE THAT ARISE FROM THE FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT OR OPERATOR ERRORS.

SBAS MAKES NO REPRESENTATION THAT THE MATERIAL AND INFORMATION ACCESSIBLE ON OR THROUGH THE SITE ARE APPROPRIATE, LEGAL OR AVAILABLE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES, AND ACCESS TO THE SITE FROM ANY JURISDICTION WHERE ANY OF THE CONTENT OF THIS SITE IS ILLEGAL IS PROHIBITED. EACH USER ACCESSING THE SITE FROM TERRITORIES OUTSIDE OF THE UNITED STATES IS SOLELY RESPONSIBLE FOR SUCH USER'S COMPLIANCE WITH APPLICABLE LOCAL LAWS.

SBAS MAY MAKE MODIFICATIONS AND/OR CHANGES IN THIS SITE OR IN THE INFORMATION AVAILABLE ON THIS SITE AT ANY TIME AND FOR ANY REASON. THE USER AGREES TO ASSUME THE SOLE RISK OF MAKING USE OF, AND/OR RELYING ON, THE INFORMATION AVAILABLE ON THIS SITE. SUCH INFORMATION IS PROVIDED "AS IS" AND "AS AVAILABLE" AND SBAS MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE SUITABILITY, VALIDITY, COMPLETENESS, TIMELINESS, RELIABILITY, CONTINUED AVAILABILITY OR ACCURACY OF THE INFORMATION AVAILABLE ON THIS SITE OR ANY LINKED SITE.

SBAS FURTHER EXPLICITLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IN NO EVENT SHALL SBAS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR ACCESS OF THIS SITE OR ANY ATTEMPT TO USE OR ACCESS THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SBAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SBAS' ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO YOUR USE OF AND ACCESS TO THIS SITE SHALL NOT EXCEED USD$1,000.00.

11. Indemnity. You agree to defend, indemnify, and hold harmless SBAS and its affiliates and all of their employees, agents, directors, officers, partners, representatives, shareholders, attorneys, successors, and assigns, from and against any and all claims, actions, suits, proceedings, damages, charges, judgments, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from Your use of the Site, the use of Your user identifier and/or password or any breach by You of this agreement. You agree to cooperate as fully as reasonably required in SBAS' defense of any claim. Without limiting the foregoing, SBAS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You agree not to settle any matter subject to this indemnification obligation without the prior written consent of SBAS.

12. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and completely performed in that state. Any action to enforce this agreement will be brought in the federal or state courts presiding in the State of California, County of Santa Barbara, and all parties to this agreement expressly agree to be subject to the jurisdiction of such courts.

13. Term and Termination. This agreement will take effect at the time the User clicks on the "I Agree" button and will continue in effect until terminated by SBAS at any time and for any reason with or without notice to You.

14. Waiver. Failure to enforce any of the Terms and Conditions of this agreement at any time for any period shall not operate as a waiver of such Terms and Conditions or the right of either party to thereafter enforce such provision or any other provision.

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

16. Relationship. No joint venture, partnership, employment, or agency relationship exists between a User and SBAS as a result of this agreement or User's utilization of this Site. Nothing in these Terms and Conditions, either express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this agreement.

17. Entire Agreement/Reservation of Rights. These Terms and Conditions, SBAS' Privacy Statement (which is hereby incorporated as if set forth fully herein) and any representation or warranty contained in any other agreement entered into between SBAS and the User regarding the Site will represent the entire agreement between the User and SBAS with respect to the use of this Site, and will supersede any other prior or contemporaneous communications and proposals, whether electronic, oral, or written between the User and SBAS with respect to this Site.