CONTEXT SUMMITS
REGISTRATION AND EVENT TERMS
Your use of the site www.contextsummits.com (and
any successor and related sites such as go.contextsummits.com,
collectively, the “Website”) and your registration, use of, attendance at and
participation in Summits and other events sponsored by Context Summits LLC
(each, a “Summit Event”) constitutes your acceptance and consent to the terms
hereof, which includes our Privacy Policy and Website Terms of Use (collectively, the “Terms”). If
you are registering on behalf of any person or entity (hereafter called
“Company”), you hereby represent and warrant that you are duly authorized to
accept these Terms on behalf of Company and that Company shall be bound by the
Terms hereof. Context shall not be responsible or liable for your
violation of these Terms. On behalf of yourself and the Company, intending
to be bound hereby, you hereby agree and consent as follows:
References hereafter to “you” or “your” shall
mean both you, as an individual, and any Company that you register for any
Summit Event. References to “Context,” “we” or ‟us” in these Terms
shall mean Context Summits LLC unless the context or instructions require
otherwise.
You acknowledge that you have read, understood,
and accepted the Terms set forth herein without limitation or qualification and
that they shall be binding upon you and the Company each time you use the
Website or are involved in a Summit Event. You further acknowledge
that your agreement to these Terms supersedes any proposal or prior agreement
oral or written, and any other communications between us relating to the
subject matter of this registration or any Context Event.
SECURITIES AND OTHER
FINANCIAL REGULATIONS
By registering for any Summit Event, you
acknowledge and agree that the Website and a Summit Event may not be used to
invest, purchase, assume, distribute, offer or sell any security or financial
instrument or to carry out any financial service. Without limiting
the foregoing, nothing on the Website is intended to be, nor should it be
construed or used as, financial, legal, tax or investment advice, an opinion of
the appropriateness or suitability of any investment, or an offer, or the
solicitation of any offer, to buy or sell any security.
Furthermore, you hereby agree not to transmit or
otherwise make available (on the Website or
at any Summit Event) any advertising or marketing materials unless such
materials are in compliance with all applicable laws and regulations to which
you, or any financial product managed by you, is subject. In
addition, it is your responsibility to observe all applicable securities laws
and financial regulations of any relevant jurisdiction, including the State or
country where the Summit Event is held and the State or country where any
participant to a Summit Event may reside.1
Furthermore, if you are registering as an
investor, you hereby attest and represent as follows:
1. If you are registering as an
individual, and not as a representative of a Company, you represent that you
individually are an “Accredited Investor” and as applicable, a “Qualified
Eligible Person,” “Qualified Client,” and/or “Qualified Purchaser” (as such terms are defined under the federal
securities and commodities laws). Please click here to view the Glossary.
2. If you are registering on behalf
of a Company, you represent that such Company is an “Accredited Investor” and
as applicable, a “Qualified Eligible Person,” “Qualified Client,” and/or
“Qualified Purchaser” (as such
terms are defined under the federal securities and commodities laws). Please click here to view the Glossary.
If you are a first time registrant for a Summit
Event, you represent that you are not registering for any Summit Event for
purposes of accessing any one particular advisor or investment and shall not
invest in any investment with an advisor with whom you first met at your first
Summit Event until after 30 days following such first meeting.
Any direct or indirect liability, damages or
loss caused by a violation of the paragraphs above shall be subject to the
terms of the waiver of liability and indemnification as set forth herein.
1 Including but not limited to: the
U.S. Securities Act of 1933, the U.S. Investment Company Act of 1940, the U.S.
Securities Exchange Act of 1934, the Investment Advisers Act of 1940, EU
Markets in Financial Instruments Directive (Directive 2004/39/EC), the EU
Prospectus Directive (2003/71EC) and the EU Alternative Investment Fund
Managers Directive (2011/61/EU), as amended from time, and the rules and
regulations promulgated pursuant to each of them (as implemented in the local laws of the as implemented in Member States of the European Economic Area).
PRIVACY POLICY
The personal data and information you provide
through the Website, during registration, during or in connection with a Summit
Event or otherwise to us will be processed in accordance with our Privacy Policy, which is incorporated herein by reference. If
you are a private fund adviser, you hereby acknowledge and agree that information
and data you provide to us regarding your fund or adviser may be shared with
third party service providers who may contact you for purposes of discussing
the services they offer.
INFORMATION ABOUT
LOCATION TRACKING
Context Summits utilize RFID tracking technology
embedded in Summit Event-provided attendee badges to record location-based
information about Summit Event attendees during the Summit Event as set forth
below. In connection with the provisions of the Privacy Policy, by registering
for a Summit Event, you agree that:
1. We may record information about
your location while you attend the Summit Event, which data may include which
events you attend. Tracking is limited to Summit Events and will not be
possible off-premises.
2. We may share such information with
members of Context’s corporate group, our affiliated businesses, funds and
investment management and other affiliated and related entities (collectively,
“Affiliates”). Other than with respect to (i) such Affiliates, (ii) any
consultants or advisors working on behalf of Context, Summit Events or such
Affiliates, (iii) as described in our Privacy Policy or (iv) as required by law
or government authority, Context will not share, sell, lease or otherwise disclose information about your location with any third parties. The foregoing restriction will not apply to anonymized, aggregated data about
Summit Events that do not identify individual attendees (for example the total
number of people who attend a particular Summit Event).
3. Context’s and its Affiliates’ use
of this location information shall be limited to the following purposes:
a. To measure and improve logistics and operations at
this and other Summit Events; and
b. To keep you informed of relevant Context events or
related products and services, including the products and services of our
Affiliates which may be of interest to you based on the Summit Events you attend.
4. Summit will only record this
information while you are in attendance at the Summit, however we suggest
returning or disposing of your Summit
Event-provided badge at the end of the Summit Event to prevent any off-premises RFID scanning by third-party devices.
REGISTRATION
VERIFICATION
All registrations are subject to certain eligibility
or other verification by Context. You represent that information you provide to
us will be correct, accurate and complete. If any of the information
that you have submitted on your online registration form or otherwise to us or
through the Website is incorrect, inaccurate or incomplete, your Summit
registration may be cancelled without notification and/or your ability to attend
Summit Events may be restricted or cancelled without notification.
You acknowledge and agree that Context may
cancel your registration at any time in its sole discretion; if such
cancellation is not the result of your violation of any of the terms set forth
herein, you will receive full refund (or pro-rata refund, if such cancellation
occurs during a Summit Event) of any registration fees you have paid.
The registration of any Summit Event attendee
shall not in any way be construed as a recommendation or endorsement by Context
of such attendee (either as investor or advisor) or any investment, product or
service offered by such attendee, and Context shall not have (and nothing
herein shall be read to imply or otherwise be interpreted as creating) any duty
to evaluate or otherwise bear any responsibility whatsoever with respect to any
attendee’s qualifications as an investor or advisor or any investments that are
offered by any Summit Event attendees. Attendee investors assume the
sole responsibility and risk of their investment decisions and the diligence
related thereto. Attendee
advisors assume the sole responsibility and risk of their decisions regarding
investors and the diligence and obligations related thereto. While Context provides you access to
materials prepared by advisor attendees/participants, such information is not
complete, does not contain important risk and other information about an
advisor and its products/services and may constitute only subjective
views. Past performance of an advisor is not indicative of future
results of such advisor or a potential investment with such advisor. Context
is not responsible for such materials and makes no representations as to the
accuracy, timeliness or completeness of any advisor or investor information
provided. All investments are subject to the terms of the definitive documents
that would be provided by the advisor (and not Context).
The parent of Context, Context Capital Partners
LP (“CCP”) has an ownership interest in certain asset management entities (the
“Context Advisors”). Context Advisors may participate as advisors in various
Summit Events. While CCP is the parent of Context, Context is
involved in the Summit Event business and does not provide investment
management services such as the Context Advisors. CCP and Context
Advisors have access to and share the information provided by users of
Context’s products and services, including registrants and attendees, and may
use that information in offering the products and services of CCP and its
affiliated Context Advisors (either directly or indirectly through third
parties such as broker-dealers engaged by CCP and/or the Context Advisors) in
accordance with the Privacy Policy of Context and CCP. Because of
its affiliation, Context has an incentive to work with, promote and suggest the
Context Advisors over non-affiliated advisors and participants, including to
hold special Summit Events solely for Context Advisors. Context is
not compensated in any way based on investments made by Summit Event attendees
into funds or products of the Context Advisors or any advisors.
CONFIDENTIALITY
Any non-public information or content that is
discussed, presented, or otherwise made available to you by or through a Summit
Event (whether by another attendee or otherwise) or by or on behalf of Context
in connection with registering for, participating in, or attending, a Summit
Event must be kept confidential and may not be distributed, shared, or disclosed
to any third party (whether verbally or in writing or other tangible form)
without the express prior written approval of Context or its designee
and in accordance with applicable law. No attendee is permitted to
share material non-public information about any security or issuer in violation
of applicable law or otherwise breach any Company’s policies and procedures.
INTELLECTUAL PROPERTY
By accepting these Terms, you hereby consent to the use of your (or your Company’s)
image, likeness, or logo (“Images”) in any photographs, videos or other
recordings taken at the Summit Event and authorize the use and reproduction of
such Images by Context or any other person authorized by Context. All such
Images, including any and all intellectual property in connection therewith,
shall be the sole property of Context. To the
extent such ownership rights vest in you by operation of law or otherwise, you
hereby assign all rights, title and interest in such intellectual property to
Context and agree to take such reasonable additional actions as necessary to
effect such assignment. You hereby
expressly release Context, Affiliates, and its and their respective assigns,
and their respective officers, owners, agents and employees from all privacy,
defamation or other claims, royalties, demands, and liabilities whatsoever arising in connection with the use of any Images.
WAIVER OF LIABILITY AND INDEMNIFICATION
By registering for a Summit Event, you certify
that you assume full responsibility for your own actions, safety, and
welfare. At all times during any Summit Event (including at any Summit
Event-related activities), all attendees and participants shall act in a
professional, business-like, ethical, and lawful manner, and shall treat all
other attendees and participants with the utmost decency and respect. Without
limiting the following, Context shall not be responsible for any such conduct in
violation of the foregoing or liable, in any respect, to any recipient or
witness of any such conduct. Neither the use of the facilities at a Summit
Event, the presence of Context’s personnel, nor any actions or statements on
the part of Context or its personnel, should be interpreted as an endorsement
of anyone or anything said at the Summit Event or a representation by Context
upon which any attendee may rely.
You recognize that there may be dangers and risks to
which you may be exposed by registering for, participating in, or attending, a
Summit Event. You acknowledge
that a Summit Event carries with it the potential for personal injury and
property loss resulting from your own actions, or the actions of other
attendees, participants and third parties. Understanding the
foregoing, you, and your executors, administrators and heirs, and your
respective successors, and assigns, hereby expressly agree: (a) to fully
release and discharge (i) Context, its Affiliates, strategic partners, and its
and their respective officers, directors, employees, owners, members, agents,
consultants and volunteers (and their respective successors and assigns), and
(ii) all other participants in the Summit Events, from any and all liability,
whether arising from any act of negligence, carelessness or otherwise, that
might result in your death, disability, personal injury, and/or property
damage, including loss of use, or any other claim of any kind which may
hereafter accrue to you, where such liability or claim directly or indirectly
arises from or relates to your or a third party’s registration for,
participation in, or attendance at, a Summit Event or any previous Context
event; (b) to waive any and all rights to file a claim or commence litigation
against any of the entities and persons mentioned above with respect to any
claim that you may have that is, in any way, directly
or indirectly related to your or a third party’s registration for,
participation in, or attendance at, a Summit Event or any previous Context
event; (c) to defend, indemnify and hold harmless each of the entities and
persons mentioned above, from any and all liabilities, claims and expenses
(including reasonable attorneys fees) related to (w) your or your
employees’ or agents’ or representatives’ breach of these Terms or (x) your or
your employees’ or agents’ or representatives’ actions or omissions directly or
indirectly related to your registration for, participation in, or attendance
at, a Summit Event or any previous Context event, (y) from and against any claim
based on any investment results from any investment, or investment decisions
made, or resulting in whole or in part from activities conducted, at any Summit
Event, or (z) any disputes between you and any of your employers, employees,
agents, or representatives or
another attendee or participant of a Summit Event or any previous Context
event.
By attending, or participating in, a Summit
Event you acknowledge that neither Context, nor anyone acting on its behalf or
its Affiliates, is representing anyone else attending, or participating in, the
Summit Event (other than the activities undertaken by a Context Advisor when it
attends a Summit Event) and is not providing investment, financial or business
advice or sponsoring, endorsing or recommending any business venture or
investment opportunity that may be discussed or offer that may be made at the
Summit, including that Context shall not be responsible for the materials,
statements, investments, actions or omissions of a Context Advisor or any
advisor in a Summit Event or for an investment by an attendee into a fund or
product of a Context Advisor or any advisor.
DELEGATE CANCELLATIONS AND TRANSFER
Registration fees are non-refundable in the
event you cancel registration or if Context cancels or revokes your
registration due to your violation of any of the terms set forth herein. Your registration is specific to you
and may not be transferred or assigned; any purported transfer or assignment of
your registration shall be deemed null and void. Should the original Company
delegate be unable to attend, a substitute delegate from the same Company is
welcome at no extra charge; in this case, please contact Context to update the
participant registration details. Any substitution requests should be made to help@contextsummits.com.
EVENT CANCELLATIONS
All reasonable endeavors will be made to hold
each Summit Event and to present its program as scheduled under the
circumstances which assure the comfort and the safety of all participants and attendees. However,
the organizers including Context cannot be held responsible by any person or
entity as a result of a cancellation of any Summit Event or any of the
arrangements, programs or plans connected with any Summit Event, or for any
injury, damage or inconvenience which may be suffered by any person while travelling to and from, or during their presence at, a Summit
Event. Participants are advised to arrange their own insurance
against any such occurrences. Context reserves the right to make changes to the
timing and content of any program. Context will not be responsible for
assisting the participants in obtaining any necessary passports or visas.
NO SHIPPING POLICY
Summit registration is electronic only. No items
will ship in hard copy via mail or postal service. After completing
registration online, you will receive a confirmation email with a summary of
your registration details, which we recommend you retain for your own records.
No tickets are needed for event entry; registered delegate names will be
checked against an attendee list upon arrival at the Summit Event.
AUDIO/VIDEO/PHOTOGRAPHY
No audio/video recording or photography is
allowed at Summit Events without Context’s express written permission. No
posting, distributing, or displaying of any pictures, videos, or other images
related to any Summit Events are allowed without Context’s express written
permission.
CONTEXT SUMMITS
MEDIA/PRESS POLICY
Requests for press credentials for any Context
Summit Event should be emailed to pro-context@prosek.com. Please note that you are not
registered until you receive a confirmation via email.
Media participation for any of the Context
Summit Events will be subject to the event-specific conditions that will be
provided upon approval of Press Credentials.
GOVERNING LAW
All matters related to the Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms shall be instituted exclusively in the United States federal courts located in the Eastern District of Pennsylvania or the Commonwealth of Pennsylvania state courts located in Montgomery County, Pennsylvania, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
|
CONTEXT SUMMITS • 908-379-3900 •
HELP@CONTEXTSUMMITS.COM
May 2020
GLOSSARY
(The following descriptions are not complete or
exhaustive, are illustrative only to be used as a general guide, may not be
fully accurate and should not be relied upon. Registrants are solely
responsible for their own determinations and their representations herein.)
Qualification |
Criteria |
Qualified Purchaser §2(a)(51)(A) of the Investment Company Act |
Natural person – Any natural person
(including a spouse owning a joint or similar interest) who owns not less
than $5,000,000 in "investments," as defined by the SEC[1]; Family-Owned Companies – Any company that
owns not less than $5,000,000 in investments and that is owned directly or
indirectly by or for two or more natural persons who are related
as siblings or spouse (including former spouses), or direct lineal
descendants by birth or adoption, spouses of such persons, the estates of
such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons; Trusts – Any trust that was
not formed for the specific purpose of acquiring the securities offered, and
as to which the trustee and each settler are qualified purchasers. Institutional Purchasers – Any person, acting
for its own account or the accounts of other qualified purchasers, who in the
aggregate owns and invests on a discretionary basis, not less than
$25,000,000 in investments. |
Qualified Eligible Person CFTC Rule 4.7 under the Commodity Exchange Act |
Generally speaking, a
QEP is any person, acting for its own account or for the account of a
qualified eligible person, who the commodity pool operator reasonably
believes, at the time of the sale to that person of a pool participation in
the exempt pool, or who the commodity trading advisor reasonably believes, at
the time that person opens an exempt account, is one of the following: Certain registered commodities and securities
professionals (e.g., futures commission merchants, registered
broker-dealers); "Accredited investors" under the
1933 Act who the CPO also reasonably believes have a securities portfolio of
at least $2,000,000 or have $200,000 on deposit as commodities margin or
premium; Non-U.S. persons; "Qualified purchasers" under the
Investment Company Act of 1940; "Knowledgeable employees" as defined
in Rule 3c-5 under the 1940 Act and certain other "knowledgeable
employees" as defined in CFTC Rule 4.7(a)(viii). |
Qualified Client Rule 205-3(d)(1) of the Investment Advisers
Act of 1940 |
Natural persons or
companies[2] that have at
least $1,000,000 under management with the adviser immediately after entering
into the contract; Natural persons or companies that the adviser
reasonably believes either have a net worth of more than $2,100,000 at the
time the contract is entered or are "qualified purchasers"; or Natural persons who immediately before
entering the contract are either executive officers, directors, trustees,
general partners (or serve in similar capacities) of the adviser or employees
of the adviser who in their regular functions have participated in the
adviser’s— or another company’s—investment activities for at least 12 months. |
Accredited Investor Rule 501(a) of the Securities Act of 1933** **Under Dodd-Frank, the Accredited Investor
standard excludes a person’ primary residence from his or her net worth
calculation. |
Institutions – Among others, any
bank, savings and loan association, registered broker or dealer, insurance
company, registered investment company or business development company.
Additionally, "accredited investor" includes any employee benefit
plan established and maintained by a state (or its subdivision or agencies) if the plan has total assets over $5,000,000, as well as any employee benefit
plans within the meaning of ERISA, if the investment decision is made by a
plan fiduciary which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the plan has total assets in
excess of $5,000,000, or if the plan is a self-directed plan, with investment
decisions made solely by persons that are accredited investors; Partnerships, Charitable Organizations and
Other Organizations – Any organization described in section
501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in excess of $5,000,000; Executives – Any director,
executive officer, or general partner of the issuer of the securities being
offered or sold, or any director, executive officer, or general partner of a
general partner of that issuer; **Natural Persons/Net Worth Test – Any natural person
whose individual net worth,[3] or joint net
worth with that person's spouse, at the time of his purchase exceeds
$1,000,000; Natural Persons/Income Test – Any natural person
who had an individual income in excess of $200,000 in each of the two most
recent years or joint income with that person's spouse in excess of $300,000
in each of those years and has a reasonable expectation of reaching the same
income level in the current year; Trusts – Any trust, with
total assets in excess of $5,000,000, not formed for the specific purpose of
acquiring the securities offered, whose purchase is directed by a
"sophisticated person" as described in Rule 506(b)(2)(ii); and Entity Owned Solely by Accredited
Investors - Any entity in which all of the equity owners
are accredited investors. |
[1] The term “Investments” means
any or all: (i) securities (as defined in the Securities Act of 1933, as
amended), except for securities of issuers controlled by the investor (“Control
Securities”), unless (A) the issuer of the Control Securities is itself a
registered or private investment company or is exempted from the definition of
investment company by Rule 3a-6 or Rule 3a-7 under the Investment Company Act
of 1940, as amended (B) the Control Securities represent securities of an
issuer that files reports pursuant to Section 13 or 15(d) of the Exchange Act
of 1934, as amended, (C) the issuer of the Control Securities has a class of
securities listed on a designated offshore securities market under Regulation S
under the Securities Act of 1933, as amended, or (D) the issuer of the Control
Securities is a private company with investors’ equity not less than $50
million determined in accordance with U.S. generally accepted accounting
principles, as reflected in the company’s most recent financial statements
(provided such financial statements were issued within 16 months of the date of
Investor’s purchase of interests); (ii) futures contracts or options thereon
held for investment purposes; (iii) physical commodities held for investment
purposes; (iv) swaps and other similar financial contracts entered into for
investment purposes; (v) real estate held for investment purposes; and
(vi) cash and cash equivalents held for investment purposes. Note:
In determining whether the $5 million or $25 million thresholds, as applicable,
are met, Investments can be valued at cost or fair market value as of a recent
date. However, commodity interests should be valued based on either the initial
margin or the option premium deposited in connection with such commodity
interests. If Investments have been acquired with indebtedness, the amount of
the indebtedness must be deducted in determining whether the threshold has been
met. If unsure if some of its assets constitute Investments, such
assets should be excluded or consult your tax and legal advisors for further
clarification.
[2] Special requirements apply for determining
whether a company qualifies to ensure that the assets of
smaller, otherwise non-qualified clients are not pooled together to
circumvent the rule’s qualification standard.
[3] “net worth” means the excess
of total assets at fair market value, including home furnishings and
automobiles, over total liabilities; provided that, (i) a person’s primary
residence shall not be included as an asset, (ii) indebtedness that is secured
by a person’s primary residence, up to the estimated fair market value of the
primary residence at the time of the sale of the interest, shall not be
included as a liability (except that if the amount of such indebtedness
outstanding at the time of sale of an interest exceeds the amount outstanding
60 days before such time, other than as a result of the acquisition of the
primary residence, the amount of such excess shall be included as a liability),
and (iii) indebtedness that is secured by a person’s primary residence in
excess of the estimated fair market value of the primary residence at the time
of the sale of any interests shall be included as a liability.