Terms of Use of the Trinnacle Capital Management, LLC Website

Your use of the web sites on which these terms reside (collectively, the “Site”), and the features at this Site are subject to these Terms of Use, which we may update from time to time. Please read these Terms of Use carefully before using this Site. By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Trinnacle, you agree to and are bound by the terms, conditions, policies and notices contained on this page (the “Terms of Use”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of New York law. The Site is owned or controlled by Trinnacle Capital Management, LLC and its affiliates (collectively “Trinnacle”). This Site is intended for and applicable only for residents of the United States, age eighteen or older. If you are from another jurisdiction or under 18 year of age you may not use this Site.
Trinnacle reserves the right to change these Terms of Use without notice at any time. Your use of this Site after we post any changes to these Terms of Use constitutes your agreement to those changes. Any such change to these Terms of Use shall be effective upon posting to the Site. Accordingly, you agree to periodically review these Terms of Use when accessing or using the Site.
You acknowledge and agree that Trinnacle may temporarily or permanently restrict, suspend or terminate the Terms of Use or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of these Terms of Use as determined in Trinnacle’s sole and absolute discretion, and without prior notice or liability. Trinnacle will not be liable to you or any third party for any termination of your access to or use of the Site or any content you may have posted on the Site. You agree that you do not have any rights in this Site.

1. Ownership, Limited License to Use The Site

Trinnacle owns and maintains this Site. All information contained in this Site is intended solely for the use of those persons who have been granted permission to use this Site and who have agreed to these Terms.
Content on this Site that is provided by Trinnacle or its licensors, including certain graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including without limitation the name Content on this Site that is provided by Trinnacle or its licensors, including certain graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including without limitation the name or logo of Beaker, Trinnacle, any of its affiliates and/or any other entity described on the Site (“Trinnacle Content”) is the property of Trinnacle and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Except as specifically permitted below, nothing contained in these Terms or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce Trinnacle Content contained in the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of Trinnacle and may be used by Trinnacle for any lawful purpose without restriction, subject to the Privacy Policy. Trinnacle reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to all material contained in the Site.

2. Usage Parameters

Each use of the Site constitutes your agreement to be bound by and comply with the then-current Terms of Use. If, at any time, you do not agree to be bound by or comply with these Terms of Use, then you should cease accessing or using this Site.
Trinnacle owns and maintains this Site. All information contained in this Site is intended solely for the use of those persons who have been granted permission to use this Site and who have agreed to these Terms.
Content on this Site that is provided by Trinnacle or its licensors, including certain graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including without limitation the name Content on this Site that is provided by Trinnacle or its licensors, including certain graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including without limitation the name or logo of Beaker, Trinnacle, any of its affiliates and/or any other entity described on the Site (“Trinnacle Content”) is the property of Trinnacle and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Except as specifically permitted below, nothing contained in these Terms or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce Trinnacle Content contained in the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of Trinnacle and may be used by Trinnacle for any lawful purpose without restriction, subject to the Privacy Policy. Trinnacle reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to all material contained in the Site.

3. No Offer of Securities; No Advice

THIS SITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY TRINNACLE OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY TRINNACLE. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF EACH SUCH INVESTMENT FUND AS DETERMINED FROM TIME TO TIME BY TRINNACLE IN ITS SOLE AND ABSOLUTE DISCRETION.

4. Password-Protected Areas

Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Trinnacle. Such passwords will only be issued to current investors in an investment fund sponsored or managed by Trinnacle, or to prospective investors who are eligible to receive a Confidential Offering Memorandum for one or more of those investment funds or their respective agents and designees. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by Trinnacle. Users of the Site acknowledge that past performance is not necessarily indicative of future results. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by Trinnacle for their specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.
During any registration process, you must provide complete and accurate information about yourself during the registration process. It is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility. You may not have a user name or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable. You are solely responsible for maintaining the confidentiality of your password and account. Additionally, you are solely responsible for any and all activities that occur under your account. You agree to notify Trinnacle immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate or disclose any user name, ID, password, or other information that provides you access to the Site. Trinnacle is not liable for any loss that you may incur as a result of the unauthorized use of your password or account, either with or without your knowledge.

5. Privacy Policy

Trinnacle’s Privacy Policy posted on this website applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. Please read our Privacy Policy for more information about our information collection, use practices and our use of cookies. Your use of this Site signifies your consent to those practices and use.

6. No Reliance

Means of Access. The Site is generally intended to be viewed by a conventional Web browser. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data. You are responsible for obtaining and maintaining all equipment, services and other materials that you need to access and use the Site. You may not use any data mining, robots or similar data gathering and extraction programs or methods, whether automated or manual, to access, acquire, copy or monitor any portion of the Site or any data and content found on the Site, unless such devices or methods are expressly approved in advance by Trinnacle in writing.
Usage Monitoring. Trinnacle reserves the right, but does not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site. Any personal information collected during such monitoring will be used in accordance with Trinnacle’s then-current privacy policy. By using the Site, you accept Trinnacle’s right to access, archive, and/or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, compliance with applicable laws, rules or regulations or for any other reason. You agree that Trinnacle’s monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Trinnacle monitors your Site usage and enforces, or fails to enforce, these Terms of Use. You further agree that in no event will Trinnacle be liable for any damages incurred by you as a result of Trinnacle’s usage monitoring.

7. Materials to be Consulted in their Entirety

Trinnacle does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Trinnacle without the prior review and written approval of Trinnacle.
All materials at the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses and any copyright or proprietary notices, including those contained in these Terms of Use. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

8. Links to Third Party Websites

Trinnacle has not reviewed any of the websites that may be linked to the Site, and is not responsible for the content of off-site pages or any other website linked or linking to this Site. Trinnacle is not responsible for the privacy practices of such other websites. Your linking to or use of any websites other than this Site is at your own risk. Trinnacle’s inclusion of links to other websites does not imply any endorsement of any kind by Trinnacle of the material located on or linked to by such websites and should not be deemed as such by any user of the Site. Trinnacle disclaims any responsibility for the products or services offered or the information contained on any websites other than this Site.

9. No Offer of Employment

The Site does not constitute an offer or promise of employment with respect to any employment position described on this Site. Without notice, Trinnacle may eliminate, modify or change any aspects of any employment position described on the Site. This Site does not provide binding employment offers or any terms or conditions of employment. Any employment offer that may ensue as a result of your submission of information to Trinnacle shall be solely in accordance with the specific terms of such employment offer, not the terms of the Site.

10. No Warranty

TRINNACLE AND ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, TRINNACLE CONTENT, OR USER CONTENT AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. THIS SITE AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. TRINNACLE, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, TRINNACLE CONTENT, USER CONTENT, ANY MATTER RELATED TO THE SITE AND SUCH INFORMATION AND MATERIALS ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. TRINNACLE EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE OR THE INFORMATION AND MATERIALS CONTAINED THEREIN.
You acknowledge that you are aware that by using this Site you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.
TRINNACLE AND ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS. TRINNACLE AND ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE SITE.

11. Limitation of Liability; Indemnification

IN NO EVENT SHALL TRINNACLE OR ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO ACCESS AND/OR USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) TRINNACLE CONTENT, USER CONTENT, OR ANY OTHER INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE ACCESS TO AND/OR USE OF THE SITE; NOR SHALL TRINNACLE OR ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND TRINNACLE REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS APPLY EVEN IF TRINNACLE OR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, NONE OF TRINNACLE OR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES WILL BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS. SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF TRINNACLE OR ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. IN NO EVENT SHALL TRINNACLE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE OR $50, WHICHEVER AMOUNT IS LOWER.
These limitations of liability will apply regardless of: (i) any negligence or gross negligence of Trinnacle or any of its officers, directors, members, principals, investors, clients, agents or employees or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.
Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.
You hereby agree, at your own expense, to indemnify, defend and hold Trinnacle and its officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. Trinnacle reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Trinnacle.

12. General

Both you and Trinnacle acknowledge and agree that no partnership is formed and neither of you nor Trinnacle has the power or the authority to obligate or bind the other.
These Terms of Use are governed by the internal laws of the State of New York, without reference to its conflicts of laws provisions. You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in the Borough of Manhattan, New York City as the exclusive jurisdiction and venue for the adjudication of all disputes arising out of or relating to the use of the Site. You hereby appoint the Secretary of State of the State of New York as your agent for service of process in any such proceeding. You agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with this Site and/or these Terms, will be resolved individually, without resort to any form of class action. These Terms of Use operate to the fullest extent permissible by law.
Any notice to Trinnacle shall be given in writing and sent by registered mail to Trinnacle Capital Management, LLC, 175 Varick St, 6th Floor, New York, NY 10014, Attention: Eric Kohlmann Kupper, Founding Partner and CEO, or at such successor address as designated by Trinnacle in its sole discretion from time to time.
The failure of Trinnacle to comply with these Terms of Use because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Trinnacle, shall not be deemed a breach of these Terms of Use.
If Trinnacle fails to act with respect to your breach or anyone else’s breach on any occasion, Trinnacle is not waiving its right to act with respect to future or similar breaches.
If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.