TERMS AND CONDITIONS

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, 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.

 

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.

 

 


CONTEXT SUMMITS • 908-379-3900 • HELP@CONTEXTSUMMITS.COM                    

 

 

August 2019

 

 


 

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.)

 

 

QualificationCriteria

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.