Terms of Use


AGREEMENT TO TERMS OF USE

Please read the following terms and conditions ("Terms of Use") before using this website of PDT Partners, LLC (together with its affiliates, the "Firm", “we”, “us”, or “our”) (the "Website"). Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and the Firm. The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law and are permitted to access the information contained on the Website by the laws and regulations applicable to you. Without limiting the foregoing, the Website is not available to persons under age 18. By accessing and using the Website, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Website immediately.

USE LIMITATION

The Website is for your personal use. The Firm grants you a non-exclusive, non-transferable, revocable, and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products, or services obtained from the Website. You may not link other websites to the Website without the Firm's prior written permission. You may only print and/or download a reasonable number of copies of the information solely for your own use and not for distribution, provided that all relevant copyright, trademark, and other proprietary notices are kept intact.

RESTRICTED ACCESS

Passwords are only issued to current and prospective investors in an investment fund sponsored or managed by the Firm (each, a “Fund”), their investment managers, and/or custodians. You may not allow others to use your user name or password to access or use any part of the Website. If your password has been compromised for any reason, you should contact the Firm immediately for a new password. If you provide your password to any third party, you will be in breach of these Terms of Use and you will be solely responsible for any actions taken by such third party using your password. All information on the non-public (i.e., password-restricted) areas of the Website is confidential and private and is made available solely for your use in connection with your investment activities. Except as otherwise agreed to by the Firm in writing, you may not disclose or distribute such information in any form (i.e., oral or written) to any other person for any purpose. You may, however, disclose to any and all persons, without limitation of any kind, from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of any of the Funds (and any transactions entered into by a Fund or described herein) and all materials of any kind (including opinions or other tax analyses) that are provided to a current or prospective investor relating to such U.S. federal and state income tax treatment and tax structure. As used in this paragraph, “tax structure” means any fact that may be relevant to understanding the purported or claimed U.S. federal or state income tax treatment of a transaction.

You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper, or other automated means to access the Website for any purpose without the prior written permission of the Firm. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website, or bypass any measures that we may use to prevent or restrict access to the Website. Any rights not expressly granted herein are reserved.

If you violate any part of these Terms of Use, your permission to access and/or use the Website and its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code, software, and Documents (as defined below) ("Content”) will automatically terminate, and you must immediately destroy any copies you have made of the Content. Unauthorized individuals attempting to access or actually accessing non-public areas of the Website can be subject to criminal and/or civil prosecution.

NO SECURITIES OFFERING OR INVESTMENT ADVICE

The information on the Website is intended to enable current and prospective investors to understand the nature of the Firm's financial advisory services. It does not constitute an offer to sell or a solicitation of an offer to buy any securities relating to any Fund. Any such offering will be made only in accordance with the terms and conditions set forth in the offering memorandum pertaining to a particular Fund (each, a “Memorandum”), which qualifies, in its entirety, the information contained herein. Investors should not construe the Content on this Website as legal, tax, accounting, investment, or other advice. Prior to any investment decision, investors are strongly urged to review carefully the applicable Memorandum (including the risk considerations described therein), the subscription agreement, and all related Fund documents, and to ask such additional questions of the Firm as they deem appropriate.

An investment in a Fund involves significant risks due to, among other things, the illiquidity of the interests and the use of leverage by the Fund in making investments. The Funds have higher fees and expenses than other investment vehicles. There can be no assurance that a Fund will achieve its investment objectives or that there will be any return of capital. Investors should have the financial ability and willingness to accept the risks (including the risk of loss of their entire investment) for an indefinite period of time and should consult their financial, tax, and accounting advisors regarding the appropriateness of making an investment in a Fund.

The documents distributed through the Website (each, a “Document”) may be restricted by law in certain jurisdictions, and persons who access a Document should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

Documents are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses, and 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 to the whole, and will be deemed incorporated in the portion of any Document that you consult or download.

Unless otherwise stated, statements in any Document are made as of the date appearing on such Document only. Neither the delivery of a Document or Memorandum nor any sale of interests in a Fund shall at any time under any circumstances imply that the information contained therein is correct as of any time subsequent to such date.

No person has been authorized to give any information or to make any representation, warranty, statement, or assurance not contained in a Memorandum and, if given or made, such other information or representation, warranty, statement, or assurance may not be relied upon.

Neither the Funds nor the interests therein have been registered under the U.S. Securities Act of 1933, as amended, the U.S. Investment Company Act of 1940, as amended, or any state or other securities laws or the laws of any non-U.S. jurisdiction. No interests in any Fund have been recommended, approved, or disapproved by any U.S. federal or state or non-U.S. securities commission or regulatory authority, nor have any such authorities passed upon the accuracy or adequacy of any Document.

Interests in the Funds are offered and sold only to investors that qualify as (i) “accredited investors,” as defined in Regulation D under the U.S. Securities Act of 1933, as amended; and (ii) “qualified purchasers,” as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended, or “knowledgeable employees,” as defined in Rule 3c-5 promulgated under the U.S. Investment Company Act of 1940, as amended.

The Firm operates the Fund entities as “exempt pools” in accordance with CFTC Rule 4.7. Therefore, subject to certain terms and conditions, the Firm is not required to deliver to Fund investors a disclosure document and certified monthly reports (although it is required to deliver quarterly and annual reports), which are otherwise required to be delivered pursuant to the Commodity Exchange Act, and which would contain certain disclosures that may not otherwise be provided to investors in the Funds.

The Firm has separated from, and is no longer a part of, Morgan Stanley. Morgan Stanley has a non-voting, minority interest in the Firm, but has no right or obligation to exercise any oversight over the Firm or any Fund. The statements in any Document are not being made by Morgan Stanley or any of its affiliates. Any losses in a Fund will be borne solely by investors in the Fund and not by Morgan Stanley or the Firm. As of the date of these Terms of Use, Morgan Stanley does not own interests in the Funds. Ownership interests in any Fund are not insured by the U.S. Federal Deposit Insurance Corporation, and are not deposits or obligations of, or endorsed or guaranteed in any way by, Morgan Stanley, its affiliates, or any banking entity. Morgan Stanley makes no representations as to the accuracy of, and has not sought to verify any of, the information contained in any Document.

With respect to existing or prospective investors that are subject to Title I of the Employee Retirement Income Security Act of 1974 or Section 4975 of the Internal Revenue Code of 1986, (i) none of the information contained on this Website or any Document (or in any other future written or oral communication through this Website) is intended to be impartial investment advice with respect to any investors’ investments; (ii) the existence and nature of the financial interest of the Firm, the general partner, or managing member of the applicable Fund (if any), or any of their affiliates, in each case with respect to such investors’ investments, is set forth in the applicable governing documents; and (iii) the information provided on this Website is being made available only to “independent fiduciaries with financial expertise” (within the meaning of the Definition of the Term “Fiduciary”; Conflict of Interest Rule – Retirement Investment Advice, 81 Fed. Reg. 20,946 (Apr. 8, 2017), available at https://www.gpo.gov/fdsys/pkg/FR-2016-04-08/pdf/2016-07924.pdf), and these materials should not be accepted by any person who does not meet such requirements.

Users of the Website acknowledge that past performance is not indicative of future results. No representation is made that any Fund will, or is likely to, achieve a performance record similar to the one it has shown in the past.

TRUTHFUL INFORMATION

As a condition to your use of the Website, you represent, warrant to, and agree with the Firm that all of the information that you provide shall be truthful, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if the Firm has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, the Firm may suspend or terminate your access to the Website and refuse any and all current or future use of the Website (or any portion thereof).

NO RELIANCE

While the Firm uses reasonable efforts to update the information contained on the Website, the Firm makes no representations or warranties as to the accuracy, reliability, or completeness of any information on the Website. Any content on the Website is subject to change without notice. As noted above, permission by the Firm to access this Website should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax, or similar advice. Any reliance you place on such information is strictly at your own risk.

The Website and the Documents may contain certain information that constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “expect,” “will,” “hope,” “forecast,” “intend,” “target,” “believe,” and/or comparable terminology (or the negatives thereof).  Actual events, results, and/or performance may differ materially from what is contemplated in such forward-looking statements.  Any such forward-looking statements have been prepared based on, among other things, the Firm’s current view of economic conditions, which view it believes to be reasonable in light of information that is presently available but which may prove to be incorrect.  This information is subject to uncertainties, changes, and other risks beyond the control of the Firm, including without limitation broad trends in business, finance, and the economy (including, for example, monetary policy, interest rates, inflation, and currency values), legislation and regulation, the availability and cost of short-term and/or long-term funding and capital, and the conditions prevailing in the securities and/or other markets.  Industry experts may disagree with the views of the Firm.  No assurance, representation, or warranty is made by any person that any of the Firm’s aims, assumptions, expectations, objectives, and/or goals will be achieved.  Nothing contained on the Website or in any Document may be relied upon as a guarantee, promise, assurance, or representation as to the future.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE CONTENT PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS, AND CORRECT SEQUENCING OF SUCH INFORMATION AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY THE FIRM OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION.

THE FIRM AND/OR ITS SERVICE PROVIDERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE WEBSITE AT ANY TIME WITHOUT NOTICE. THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS, OR OTHER REASONS.

THE FIRM AND ITS SERVICE PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN OR SERVICES PROVIDED BY THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE FIRM AND ITS SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND AVAILABILITY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU IN FULL.

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM OR USE OF THE WEBSITE. IN NO EVENT SHALL THE FIRM OR ITS SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION CONTAINED IN OR SERVICES PROVIDED BY THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE FIRM HAS OR ANY OF ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN FULL.

THE FIRM AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE WEBSITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO, OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION CONTAINED IN OR SERVICES PROVIDED BY THE WEBSITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE WEBSITE.

OWNERSHIP OF CONTENT

All of the Content is the property of the Firm and is protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names, and other product and service names and logos displayed on the Website are proprietary to the Firm, including all registered and unregistered trademarks and service marks of the Firm. Notwithstanding the foregoing, if the Website includes any trademarks, service marks, trade names, or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by the Firm or any third party, without the Firm's express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of the Firm's copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links, or otherwise on any website, without the prior written permission of the Firm.

PRIVACY POLICY

To the extent that the Firm collects any information from users of the Website, the collection and use of such information is governed by the Firm's Website Privacy Policy http://pdtpartners.com/privacypolicy.html, which you should read before providing any information to the Firm.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Website, you represent and warrant to, and agree with, the Firm that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend, or approve of the Firm or the Funds or that the Firm endorses, recommends, or approves the services or products of such companies.

MODIFICATION AND MONITORING OF WEBSITE

The Firm may, at its discretion, change, modify, add, or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If you use the Website after we post changes to these Terms of Use, you accept the changed Terms of Use. The Firm expressly reserves the right to monitor any and all use of the Website.

TERMINATION AND CANCELLATION

The Firm may modify or terminate the Website and terminate your access to the Website without notice at any time and for any reason.

INDEMNITY

You agree, at your own expense, to indemnify, defend, and hold harmless the Firm, its parents, subsidiaries, and affiliates, and their officers, partners, managers, members, employees, agents, distributors, and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in, arising out of, or in any way related to your breach of these Terms of Use, your use of the Website or any product or service related thereto, or any of your other acts or omissions.

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, the Firm controls and operates the Website from its offices within the State of New York, United States of America.

The Firm does not claim that materials in the Website are appropriate or available for use in all locations. If you choose to access the Website from a particular location, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

These Terms of Use are governed by the laws of the State of New York, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the City of New York and county of New York, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website, or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including, without limitation, this paragraph.

GENERAL

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Firm as a result of these Terms of Use or use of the Website.

The Firm’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of the Firm’s right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by the Firm with respect to such use.

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

By viewing or using the information on the Website after accessing the Website, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the Firm may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and the Firm with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Firm with respect to the Website.

You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet and wireless devices.