On February 9, 2010, Markstone became a signatory to the Public Pension Fund Code of Conduct (the “Code”). Pursuant to the Code, Markstone provides certain disclosures and information on a periodic basis:
CODE OF CONDUCT
TERMS AND CONDITIONS OF USE
Markstone Capital Group LLC (“Markstone”) provides you access to the Markstone Web site and the information and other materials available on and through the Web site (the “Site”) subject to your compliance with the terms and conditions as set forth herein (the “Terms and Conditions”). If you do not agree with any of the Terms and Conditions, DO NOT USE THIS SITE. Your continued use of this Site evidences your agreement to be bound by each of the Terms and Conditions and constitutes a legally binding contract between you and Markstone.
THE INFORMATION PROVIDED ON THIS SITE IS NOT INTENDED FOR DISTRIBUTION TO OR USE BY ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LAW OR REGULATION OR THAT WOULD SUBJECT MARKSTONE TO ANY REGISTRATION REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY. NEITHER THE INFORMATION, NOR ANY OPINION OR OTHER STATEMENT CONTAINED IN THIS SITE CONSTITUTES A SOLICITATION OR OFFER BY MARKSTONE TO BUY OR SELL ANY SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS OR PROVIDE ANY INVESTMENT OR TAX ADVICE OR SERVICE. THIS SITE MERELY PROVIDES INFORMATION ON MARKSTONE AND THE COMPANIES IN WHICH IT HAS INVESTED. THIS SITE MAY CONTAIN INFORMATION ABOUT THE STATUS AND PERFORMANCE OF VARIOUS COMPANIES AND THE STATUS OF MARKSTONE’S INVESTMENTS IN THEM. THIS STATUS OR PERFORMANCE IS SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND CHANGES THAT COULD CAUSE SUCH STATUS AND/OR PERFORMANCE TO CHANGE OR DIFFER MATERIALLY FROM THAT CURRENTLY DESCRIBED ON THIS SITE AND USERS OF THE SITE ARE CAUTIONED NOT TO PLACE ANY RELIANCE ON THIS INFORMATION.
Members of the public are welcome to view the general portions of this Site, so long as they agree to these Terms and Conditions. To participate in the portion of this Site that is provided only to Markstone clients (the “Clients Only Material”), Markstone’s Clients must obtain an assigned user name and password, and must agree to these Terms and Conditions and to the Additional Terms and Conditions when they first access the Clients Only Material (the “Additional Terms”). Where the Additional Terms conflict with these Terms and Conditions, the Additional Terms shall control.
All text, graphics, multimedia content or other material available from the entry point URL http://www.markstonecapital.com and pages within that domain and all related code, including but not limited to films, images, text, graphics, logos, icons, layouts, arrangements, displays, illustrations, audio and video clips, HTML, other mark-up languages, and all scripts and software within this Site (“Material(s)”) are the property of Markstone and/or its affiliates or licensors and are protected by copyrights and other proprietary intellectual property rights that are owned or controlled by Markstone or by other parties that have licensed their Material to Markstone. Material from the Site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, modified, transferred, sold, displayed, or in any way commercially exploited in whole or in part except that you may download one copy of the Materials on any single computer for your personal, noncommercial use, and one single permanent copy to be used by you, provided you keep intact any copyright and other proprietary notices on the Materials and do not modify the Materials in any way. You must obtain the prior written consent of Markstone for any other use or distribution of the Materials. Modification of the Materials or use of the Materials for any other purpose is a violation of copyright and other proprietary rights and the use of any such Material on any other Web site or computer environment is strictly prohibited.
“MARKSTONE CAPITAL PARTNERS” and the Markstone logo are trademarks of Markstone. All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners.
LINKING TO OTHER SITES AND TRANSACTIONS ON OTHER SITES
This Site contains links to pages on other web sites, and those web sites may offer products and/or services for sale (“Linked Sites”). This includes web sites for companies in which Markstone is currently investing in or has invested in the past. Markstone does not author, edit, or monitor these Linked Sites. You acknowledge and agree that Markstone has no responsibility for the accuracy or availability of information provided by Linked Sites and that Markstone does not control or endorse the sponsors of such Linked Sites or the content, products, advertising, or other materials presented on such Linked Sites.
MARKSTONE WILL NOT BE LIABLE FOR ANY TRANSACTIONS CONDUCTED WITH THIRD PARTIES OR ANY LIABILITY ARISING FROM THE REPRESENTATIONS OR INFORMATION PROVIDED ON SUCH LINKED SITES. MARKSTONE IS NOT AND WILL NOT BE RESPONSIBLE FOR (A) THE TERMS AND CONDITIONS OF ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY, (B) ANY INSUFFICIENCY OF OR PROBLEMS WITH ANY SUCH THIRD PARTY’S BACKGROUND, INSURANCE, CREDIT OR LICENSING, (C) THE QUALITY OF SERVICES PERFORMED BY ANY SUCH THIRD PARTY OR ANY OTHER LEGAL LIABILITY ARISING OUT OF OR RELATED TO THE PERFORMANCE OF SUCH SERVICES, OR (IV) ANY CONTENT ON THE THIRD PARTY SITES, OR THE QUALITY OF ANY PRODUCT SOLD BY ANY SUCH THIRD PARTY OR ANY OTHER LEGAL LIABILITY ARISING OUT OF OR RELATED TO PRODUCTS SOLD BY SUCH THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY PRODUCT LIABILITY. IF YOU HAVE A DISPUTE WITH ANY SUCH THIRD PARTY OR ANY THIRD PARTY’S WEB SITE, PRODUCTS AND/OR SERVICES, YOU RELEASE MARKSTONE (AND ITS AGENTS, PRINCIPALS AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
In order to access and use the Site, you agree that you will comply with all of the Terms and Condition set forth herein and will not (a) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site; or (b) use Markstone’s name, URL, trademarks, server, or other materials in connection with, or to transmit, any unsolicited communications or “spam.” For the purposes of this agreement, “spam” has the meaning generally understood among Internet users.
In addition, you may not post, upload, or transmit to the Site or to the Markstone servers any communications, text, graphics or other information (collectively, “Unauthorized Content”) that: (a) is obscene, fraudulent, indecent, or that defames, abuses, harasses, or threatens others; (b) contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to or that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; (c) advocates or encourages any illegal activity; (d) infringes on the copyright, patent, trademark, trade secret, right of publicity, or other intellectual property or proprietary right of any third party; (e) violates the privacy of individuals, including, but not limited to, other users of the Site; or (f) violates any applicable local, state, national or international law.
THIS SITE AND ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITE ARE PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, MARKSTONE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE.
IN ADDITION, MARKSTONE DOES NOT WARRANT THAT THE FUNCTIONS ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN OR ON THE SITE WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT MARKSTONE) ASSUME THE ENTIRE RISK OF ANY RELIANCE ON THESE MATERIALS.
Under no circumstances will Markstone be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise transmitted via the Site.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL MARKSTONE OR ITS AFFILIATES, OR THE RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SPONSORS, AND OTHER PARTNERS OF EACH BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, THE SERVICES AVAILABLE ON THE SITE OR INFORMATION CONTAINED WITHIN THE SITE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, MARKSTONE’S ENTIRE LIABILITY UNDER THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE AMOUNT PAID FOR USE OF THE SITE, IF ANY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.
You agree to indemnify and hold Markstone and its affiliates, and the respective officers, directors, agents, employees, sponsors, and partners of each harmless from any claim or demand, including, but not limited to, reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Site, your connection to the Site, your violation of these Terms and Conditions, or your violation of any rights of another party.
TERMINATION OF THE SITE
Markstone may, in its sole discretion and in addition to any other remedies available to Markstone, with or without cause withdraw, suspend or discontinue at any time and from time to time any Materials, information, content or services available on the Site, your user name and password, and any functionality or features in or on the Site, including, but not limited to, the cessation of all activities associated with the Site, with or without notice.
LIMITED DISTRIBUTION AND TERRITORIAL CONSIDERATIONS
This Site is controlled and operated by Markstone from its offices in Israel. Markstone makes no representation that materials on the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Use of or access to the Site shall not be construed as the purposeful availment of the benefits or privilege of doing business in any state other than Israel by Markstone.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by, construed and enforced in accordance with the laws of Israel, without giving effect to any principles of conflicts of laws. You agree that any lawsuit or other action brought by Markstone, you or any third party to enforce the Terms and Conditions, or in connection with any matters related to this Site, shall be subject only to the jurisdiction of courts located in Israel.
If any provision of the Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and Conditions, and shall not affect the validity and enforceability of any remaining provisions.
Any delay or failure on the part of Markstone to enforce any rights under these Terms and Conditions at law or in equity to which it may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time.
Markstone reserves the right to change or modify the Terms and Conditions at any time. The Terms and Conditions shall not be modified except in writing, as posted on this Site by Markstone. Any change or modification made by Markstone will be effective immediately upon posting on the Site and your continued use of the Site means that you have agreed to accept any changes or modifications made by Markstone.