TERMS OF USE

By accessing or using the web sites on which these terms reside (collectively, the “Site”) you hereby accept and agree to comply with 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, and damage and remedy exclusions and limitations. These Terms of Use are entered into by and between you, Teza Technologies LLC and all current and future affiliates of Teza Technologies LLC, including Teza Capital Management LLC (collectively,”Teza”), and governs your access and use of the Site and any products and services available on and via the Site.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE. YOUR USE OF THE SITE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS OF USE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HEREIN, DO NOT USE THE SITE.

1. General Provisions. Teza hereby grants you a fully revocable, nontransferable, nonexclusive right to use the Site solely in accordance with these Terms of Use. The foregoing license has been granted to you subject to your agreement to abide by the Terms of Use as well as any other rules, procedures, policies, terms or conditions governing the Site that may be displayed from time to time on the Site or otherwise provided to you by Teza and to which users will be bound. The information accessible on and via the Site is the property of Teza and/or third parties, is not the property of any user, and is protected by copyright and/or other intellectual property and proprietary rights. Without limiting the foregoing or expanding any of your rights hereunder, you agree that you will not publish, broadcast, retransmit, reproduce, commercially exploit, create any derivative of or otherwise disseminate or disclose to any person such information contained on the Site or any portion of the Site. You may not use the Site to transmit, distribute or store material (a) in violation of any applicable law or regulation, (b) in a manner that Teza determines may infringe the copyright, trademark, trade secret or other intellectual property right of another or violate the privacy, publicity or other personal right of another, or (c) that is considered by Teza, in its sole discretion, to be defamatory, obscene, threatening, abusive or hateful. You are prohibited from violating or attempting to violate the security of the Site. The material contained on this site is believed to be accurate at the time it was posted, but is provided to users “as is” without any express or implied warranty as to availability, reliability, merchantability, non-infringement, accuracy, completeness, timeliness, fitness for a particular purpose or otherwise.

2. Investigation and Disclosure of Information. Teza has the right, but not the obligation, to monitor any activity and content associated with the Site. Teza may investigate any complaint or reported violation of its policies and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspending or terminating your use of all or any portion of the Site and denying you access to all or any portion of the Site. Teza also reserves the right to report any activity that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other persons or entities. In order to cooperate with governmental requests, to protect Teza’s systems and users, to ensure the integrity and operation of the Site, business or systems, or otherwise to comply with the law and legal process, Teza may access and disclose any information, including information regarding a user, it considers necessary or appropriate.

3. Ownership. The Site, its content and any and all intellectual property rights pertaining thereto (including but not limited to copyrights, patents, trademarks and service marks) are owned by Teza or third parties, and all right, title and interest therein and thereto shall remain the property of Teza and/or its licensors, successors or other third parties and shall not be considered the property of any user. You agree not to remove any copyright, trademark or other proprietary notice or legend contained on the Site or its content (or printed copies thereof). Teza and other names and indicia of Teza’s products and/or services referenced herein are exclusive trademarks and service marks of Teza. Other product and company names, trademarks and service marks appearing in the Site are the intellectual property of their respective owners.

4. Termination. Teza reserves the right to reject your registration or suspend or terminate your access to and use of all or any portion of the Site at any time and for any reason, in its sole discretion. In the event your use of the Site is suspended or terminated, these Terms of Use will continue to apply to your past use of the Site in the form in which it then existed at the time of the subject use. Termination of your access to and use of the Site shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Teza.

5. No Advice, Offers or Solicitations. 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 TEZA OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY TEZA. 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 TEZA IN ITS SOLE AND ABSOLUTE DISCRETION.

Such requirements may include, among other things, qualifying as an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended; a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a “qualified eligible person” within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a “qualified purchaser” within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. Access to information about the investment funds managed by, or advisory services offered by, Teza is similarly limited to investors who meet the applicable investor suitability, experience and sophistication requirements. You acknowledge that participation in investment funds is speculative in nature, involves a high degree of risk and is intended only for experienced and sophisticated investors.

This Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as a recommendation, by Teza or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.

6. Performance. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE. Nothing on the Site should be interpreted to state or imply otherwise. There can be no assurance that any strategy, investment thesis or product described herein will meet its objectives generally or avoid losses. Nothing described herein is intended to imply that an investment with Teza is safe, conservative, risk free or risk averse.

An investment with Teza is speculative and involves a high degree of risk. Teza will employ certain trading techniques, such as short selling, the use of leverage and futures trading, which may increase the risk of investment loss. As a result, performance may be volatile, and an investor could lose all or a substantial amount of its investment. Further, the products managed by Teza have substantial limitations on an investor’s ability to redeem or transfer shares or interests, and there is no secondary market for any such shares or interests and none is expected to develop. The fees and expenses of any investment with Teza may offset any trading profits. There can be no assurance that any product advised by Teza will implement any strategies or rely on any systems referred to herein, or that if implemented any such strategies and systems will achieve their objectives. Teza’s strategies have been, and will continue to be, adjusted, modified, developed, added and/or removed, and such strategies may differ materially from their descriptions herein.

Any prospective investor should carefully consider the summary of risk factors included in Teza’s Form ADV Brochure (and the relevant offering document) and consult with its own financial, legal and tax advisors before determining to invest with Teza.

7. No Reliance; Materials to be Consulted in their Entirety. While Teza uses reasonable efforts to update the information contained in the Site, Teza makes no representations or warranties as to the accuracy, reliability or completeness of any information, or other content, at or on the Site. Any content of the Site is subject to change without notice. As noted above, permission by Teza to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice. You acknowledge that any reliance on such material or systems will be at your own risk. Teza makes no representations regarding the amount of time that any content will be preserved.

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. Disclaimer of Warranties. THE SITE AND ALL INFORMATION AVAILABLE ON OR VIA THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, TIMELINESS OR SEQUENCING OF THE SITE OR THE INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR VIA THE SITE; AND (2) ANY WARRANTIES OF TITLE OR EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING THE FOREGOING, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

9. Limitation of Liability. IN NO EVENT SHALL TEZA OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS OR EMPLOYEES (COLLECTIVELY, “COVERED PERSONS”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE SITE, THE INABILITY TO USE THE SITE OR ANY PRODUCTS, SERVICES OR INFORMATION PURCHASED, OBTAINED OR STORED IN OR FROM THE SITE, OR TRANSACTIONS ENTERED INTO VIA THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF TEZA OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL THE LIABILITY OF ANY COVERED PERSON IN ANY CIRCUMSTANCE EXCEED US$100. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS PARAGRAPH, THESE LIMITATIONS ALSO APPLY TO ANY THIRD PARTY CLAIMS AGAINST USERS.

10. 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, Teza 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 Teza shall be solely in accordance with the specific terms of such employment offer, not the terms of the Site.

11. Indemnity. You agree to indemnify, defend and hold harmless each Covered Person from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising from or relating to (i) your use of the Site; (ii) your breach of these Terms of Use or any representation, warranty or covenant made by you herein; (iii) your violation of any applicable law, statute, ordinance, regulation or any third party’s rights or (iv) your infringement of any third party’s intellectual property rights. This obligation survives the termination of these Terms of Use.

12. Modifications. Teza may modify these Terms of Use or any of the policies or guidelines governing the Site, at any time and in its sole discretion, by posting the modified Terms of Use on the Site. Teza will not be required to provide notice of any such modification directly to you. The modifications shall be effective upon such posting (unless some other date is specified in the posting, in which case that date shall be deemed the effective date for the modifications). You agree to review these Terms of Use periodically so that you are aware of any modifications. Your use of the Site indicates your full acceptance of these Terms of Use in its then-current each time you use the Site. You agree that the notice and modification provisions provided in these Terms of Use are reasonable. You may not modify the terms of these Terms of Use or any of the policies or guidelines governing the Site without Teza’s express prior written consent.

13. Privacy. Teza’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 (linked below) 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.

14. Unsolicited Information and Ideas. It is Teza’s policy not to accept or consider unsolicited information or ideas from outside Teza, including ideas for new or improved strategies, products, or technologies. Should you submit information or ideas despite Teza’s policy, Teza will treat the information as non-confidential and non-proprietary. Teza will be free to use the information for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.

15. Applicable Law. These Terms of Use and all terms and conditions included or incorporated by reference herein shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements made and wholly performed therein. You hereby consent to the exclusive jurisdiction of the Southern District of New York or any New York State Court located in the Borough of Manhattan, New York, in all disputes arising from or relating to these Terms of Use or your access to or use of the Site. You hereby waive any objection to venue or inconvenient forum laid therein.
Teza makes no claim that the Site may be lawfully viewed or downloaded outside of the United States. Access to the materials may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
16. Entire Agreement. These Terms of Use (including the Privacy Policy), as modified from time to time, constitutes the entire agreement between you and Teza with respect to the subject matter hereof. These Terms of Use replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof.

17. Joint Venture. Nothing in these Terms of Use shall constitute or create a joint venture, partnership, or any other similar arrangement between you and Teza. Neither party is authorized to act as agent or bind the other party except as expressly stated in these Terms of Use.

18. Assignability. These Terms of Use will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. Teza may assign these Terms of Use in whole or in part at any time without your consent. You may not assign these Terms of Use or delegate any of your obligations hereunder. Any purported assignment of these Terms of Use in violation of its terms shall be void.

19. Notice to Teza. Any notice to Teza that is required or permitted by these Terms of Use shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to legalnotices@teza.com or when delivered in person or mailed by first class, registered or certified mail, postage prepaid, to Teza Technologies LLC, Attn: General Counsel, 150 N. Michigan Ave., Suite 3700, Chicago, IL 60601.

20. No Waiver of Rights. Failure of either party to enforce any of its rights under these Terms of Use will not act as a waiver of such rights.

21. Enforceability. If any portion of any provision of these Terms of Use is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these Terms of Use shall remain in full force and effect.

22. Headings. Headings used in these Terms of Use are for convenience only. They do not constitute part of these Terms of Use.

Teza® is a registered trademark of Teza Technologies LLC.