TERMS AND CONDITIONS OF USE (PLATFORM)

The Titanbay platform (the “Platform”) is operated by TITANBAY INTERNATIONAL GP S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at 7, Rue Genistre, L-1623 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg - RCS) under registration number B241.168, acting in its own capacity and as managing general partner (associé commandité) of various investment funds (Fund(s)) (together, “Titanbay”, “we”, “us” or “our”).
 
By accessing this Platform you agree to be bound by the terms of use described below. We may change any aspect of the Platform, or suspend it, at any time and without notice. We may also change these Terms and Conditions of Use at any time by posting a new version to the site. Any changes shall be effective when posted. Your continued use of this Platform after a change to these Terms and Conditions of Use constitutes your acceptance of any changes to the Terms and Conditions of Use.

No Offering

Any material on the Platform is provided for general information purposes only and does not constitute professional or financial advice,  an offer or recommendation to acquire any limited partnership interests, shares or other securities, make any investment, or to provide any fund management services or any investment advice of any kind, nor does this Platform constitutes an invitation to invest, directly or indirectly, in any company or collective investment scheme, or to undertake to do so. Products and services described in the Platform are not offered or sold through the Platform, and may only be offered to potential investors at a later stage pursuant to a specific documentation to be prepared and distributed through a dedicated account environment and clearly indicated as such. In particular nothing on this Platform is intended to constitute an offer to sell or a solicitation of an offer to buy any interest in any investment vehicle managed by Titanbay or any company in which the Fund or any of their  affiliates have invested. Any such transaction may only occur between a prospective investor and the dedicated party separate and apart from the Platform.

Information on this Platform may not be accurate or current and may be rendered inaccurate by changes in law or regulation. You are responsible for obtaining your own legal, tax and financial advice before entering into any transaction or investment with Titanbay or any  Fund.

Notice to UK investors

Information displayed on this Platform may contain material that is interpreted as a financial promotion for purposes of the Financial Services and Markets Act 2000 (the “FSMA”) of the United Kingdom (the “UK”). The content of this Platform and any promotion it contains or refers to, has not been approved by an authorised person within the meaning of the FSMA. Reliance on any such promotions for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. 

Titanbay is not an authorised person for purposes of the FSMA, and accordingly, the communication of information on this Platform is provided only for and is directed only at persons in the UK reasonably believed to be of a kind to whom such promotions may be communicated by an unauthorised person pursuant to an exemption under the FSMA (Financial Promotion) Order 2005 (as amended, the “FPO”), namely (hereafter “relevant persons”): 

(a) to persons falling within the definition of investment professional contained in article 19 of the FPO (“Investment professionals”), namely authorised persons; persons who are exempt in relation to the promotion of investments of this nature; persons whose ordinary activities involve them investing in unregulated schemes; governments; local authorities or international organisations; or a director, officer or employee acting for any of the entities listed in this paragraph (a) in relation to engaging in investment activity (provided that the communication is made to the director, officer or employee in this capacity and when acting in this capacity they are involved in the entities’ participation in investments of this nature;

(b) to persons falling within article 48 of the FPO (“Certified high net worth individuals”), namely, a person who has signed, within the period of 12 months ending on the date on which this communication is made, a statement in the terms specified in Part I of Schedule 5 of the FPO; 

(c) to persons falling within article 49 of the FPO (“High net worth companies, unincorporated associations etc”), namely bodies corporate with called up share capital or net assets of not less than £5 million (except where the body corporate has more than 20 members in which case the share capital or net assets should be not less than £500,000); unincorporated associations or partnerships with net assets of not less than £5 million; trustees of high value trusts; or a director, officer or employee acting for any of the entities listed in this paragraph

(d) in relation to engaging in investment activity (provided that the communication is made to the director, officer or employee in this capacity and when acting in this capacity they are involved in the entities’ participation in investments of this nature); 

(e) to persons falling within article 50 of the FPO (“Sophisticated investors”), namely, a person who (1) has a written certificate within the last 36 months by a firm confirming he has been assessed by the firm as sufficiently knowledgeable to understand the risks associated with engaging in activity relating to the types of investments to which this promotion relates, and (2) who has signed within the period of 12 months ending on the date on which the relevant communication is made, a statement in the terms specified in article 50 (1)(b);

(f) to persons falling within article 50A of the FPO (“Self-certified sophisticated investors”), namely, a person who has signed, within the period of 12 months ending on the date on which the relevant communication is made, a statement in the terms specified in Part II of Schedule 5 of the FPO; and 

(g) to any other person to whom the promotion may otherwise lawfully be made in accordance with the FPO or otherwise. The investment opportunities on this platform are only available to such categories of person and any person falling outside these categories should not treat the platform as a promotion to him or rely on it or act on it for any purpose whatsoever. 

Any person who is in any doubt about the action they should take or the content of this platform should consult an authorised person specialising and advising on investments of the kind in question. The information contained in this Platform is exempt from the general restriction in Section 21 of the FSMA on the communication of invitations or inducements to engage in investment activity on the grounds that, amongst others, it is made only to relevant persons. All information contained within this Platform has been provided by Titanbay and has not been independently verified by any regulatory authority.

 Non-Disclosure

By accessing this Platform, you agree to be bound by Titanbay’s Privacy Policy.
Except as otherwise permitted herein, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative of, transfer or otherwise use in any other way, in whole or in part, any information obtained from this site.

Ownership

All content included on this Platform, such as graphics, logos, articles and other materials, is the property of Titanbay or others and is protected by copyright and other laws. All trademarks and logos displayed on this Platform are the property of their respective owners, who may or may not be affiliated with Titanbay or the Funds. Except as expressly provided herein, we do not grant to you any express or implied rights with respect to this Platform or the material or information contained on this Platform.

Limitation on Liability

We make no commitment regarding the availability, performance or functions of the site and give no warranty that your access to the site or use of the materials on the site will be lawful in any particular jurisdiction - you are responsible for compliance with local law and regulation. Neither we, the Funds, Titanbay’s related companies or affiliates nor any of our respective directors, officers, employees, agents or other representatives will be liable for any loss or damage of any kind which arises or may arise as a result of or in connection with your use of (or inability to use) or reliance on information on the site or of any unavailability or failure of the site itself, including as a result of our negligence. We do not guarantee that material on this site will be free from infection, viruses, worms, Trojan horses and/or other similar code. You are responsible for virus checking and taking any other protective steps.

While the information on this Platform is believed to be accurate and reliable, neither Titanbay, the Funds nor any of their officers, directors, shareholders, agents and employees makes any warranty, express or implied, of any kind related to the adequacy, accuracy or completeness of any information or opinions contained on this Platform and do not represent that the material is accurate, current, or complete and the material should not be relied upon as such. We will have no responsibility to maintain the material or to supply any corrections, updates or releases concerning the material. By accessing the Platform, you acknowledge that we provide the contents of this site on an "as is" basis with no warranties of any kind and that the opinions expressed on this site do not constitute investment advice. Your use of this site and use or reliance upon any materials or information on it is solely at your own risk and you should consult your investment, tax or legal advisors before you make any investment decision. We cannot be held liable for any damage that may result from the use of this Platform or the information contained therein or that may be obtained via this Platform.

Certain portions of the Platform may contain third-party content and may provide links to webpages and content of third-parties. Titanbay does not control, endorse, investigate, or adopt any third-party content, and makes no representations or warranties of any kind in this respect, including with respect to its accuracy or completeness.
If you are accessing this Platform from a jurisdiction that does not permit the limitation or exclusion of liability as described herein, the provisions of these Terms and Conditions of Use shall apply to the maximum extent permissible in such jurisdiction.

 Indemnification

By accessing this site, you agree to indemnify Titanbay and its affiliates, and each of their respective partners, stockholders, members, managers, officers, directors, employees, investment advisers and agents (collectively, the Titanbay Indemnitees) against, and hold the Titanbay Indemnitees harmless from, any and all claims, demands, debts, obligations, liabilities, damages (actual, consequential or special), costs and expenses of any kind whatsoever (collectively the Claims), including attorneys’ fees, arising from your use of this Platform. You hereby release the Titanbay Indemnitees from any and all Claims that you may have against the Titanbay Indemnitees arising out of or in any way related to such disputes.

Governing Law 

Any dispute arising out of or in connection with this site or these Terms and Conditions of Use shall be governed solely by the laws of the Grand Duchy of Luxembourg and you hereby consent to the exclusive jurisdiction and venue of the courts of Luxembourg in all disputes arising out of or relating to the use of the Platform.
 If, for any reason, any provision in these Terms and Conditions of Use is determined to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions of Use, and the remainder shall continue in full force and effect. 
 Any failure or delay by Titanbay in enforcing an obligation or exercising a right under these Terms and Conditions of Use does not amount to a waiver of that obligation, or right or any other obligation or right.

Local Restrictions

You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. If you are using the Platform on behalf of any entity, you represent and warrant that you are authorized to accept these Terms and Conditions of Use on such entity's behalf, and that such entity agrees to indemnify us for violations of these Terms and Conditions of Use

This Platform is designed only for investors qualified as a professional investor within the meaning of the Luxembourg Law as amended of 30 May 2018 on financial market instruments or the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments or a well-informed investor within the meaning of the Luxembourg Law of 23 July 2016 on reserved alternative investment funds as amended. In the UK, the information contained in the Platform is directed only at persons that satisfy the requirements in the FPO to be categorised as Investment Professionals, Certified high net worth individuals, High net worth companies, unincorporated associations etc, Sophisticated investors, and Self-certified sophisticated investor, or are persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the FSMA may otherwise lawfully be communicated or caused to be communicated. The information on this Platform is only available to such categories of person (relevant persons) and any person falling outside these categories should not treat the platform as a promotion to them or rely on it or act on it for any purpose whatsoever.

The distribution of material on this Platform may be restricted by the laws or regulations of the country from which you are accessing this Platform. The information on this Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution would be contrary to local law or regulation. We make no warranties that the materials on this Platform are appropriate or available for use in such locations.
We decline all liability in relation to any person and invite users to check, prior to using the Platform, that there is no legal restriction to prevent or restrict the provision of the information on the Platform.