Terms & Conditions

Terms and Conditions of Use

Last revised / Effective Date: AUGUST 2023

The information offered by Clarendon Capital, LLC. (collectively with its affiliates, “Clarendon,” the “Firm,” “we” or “us”) on our websites and other online sites and services (collectively, the “Clarendon Site”) is subject to certain terms and conditions of use (the “Terms and Conditions”). These Terms and Conditions apply to all users. By entering the Clarendon Site or by transmitting any information to the Clarendon Site, you acknowledge and agree to all of the Terms and Conditions, including the ARBITRATION AGREEMENT below. Please read them carefully. If you do not agree to the Terms and Conditions, please do not use the Clarendon Site. Any use of the Clarendon Site in a manner inconsistent with these Terms and Conditions is deemed unauthorized access and may subject the user to civil or criminal penalties. We reserve the right to revise these Terms and Conditions at any time and for any reason, without notice or obligation, by updating this posting. Your continued use of the Clarendon Site following the posting of any changes to the Terms and Conditions will mean that you accept such amendments. We strongly recommend that you periodically visit this page of the Clarendon Site to review the Terms and Conditions applicable at the time of your use.

Legal and Privacy Notices

All information contained herein is for informational purposes and should not be construed as investment advice. The Clarendon Site is intended solely to provide general information regarding Clarendon and its affiliates for prospective portfolio investments. The information provided on this website, including any information regarding Clarendon’s current and historical portfolio investments, is not intended to recommend any investment described herein and is not an offer or sale of any security or investment product or investment advice.

There may be legal requirements in various countries and jurisdictions which may restrict the information that can be accessed or how it may be used. Persons who view or obtain information from the Clarendon Site should inform themselves about and are solely responsible for observing any restrictions imposed in the jurisdiction in which the Clarendon Site is accessed.

All visitors to the Clarendon Site should refer to our “US Privacy Policy” page. Visitors that are residents of California should also refer to our “California Privacy Policy” supplement at the bottom of the same page. Visitors that are residents of the United Kingdom, the European Union or the European Economic Area should refer to our “European Privacy Policy” page.

Disclaimers

While Clarendon uses reasonable efforts to help ensure that all material on the Clarendon Site is correct, accuracy cannot be guaranteed and Clarendon makes no representations or warranties as to the accuracy, reliability, or completeness of any information provided at the Clarendon Site. Any content on the Clarendon Site is subject to change without notice. THE CLARENDON SITE, AND ALL INFORMATION AND MATERIALS CONTAINED HEREIN, IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT TO THE FULL EXTENT PERMITTED BY LAW. Clarendon further assumes no responsibility for, and makes no warranties that functions contained at the Clarendon Site will be uninterrupted or error-free, that defects will be corrected, or that the Clarendon Site or the server that makes it available will be free of viruses or other harmful components. Clarendon shall not be liable for any damages, viruses, or services, repairs or corrections that must be performed on your computer or other property on account of your accessing or using the Clarendon Site. Please note that some jurisdictions do not allow the exclusion of implied warranties, so some or all of the above disclaimers may not apply to you.

Although the Clarendon Site may include investment-related information, nothing on the Clarendon Site is a recommendation that you purchase, sell or hold any security or other investment, or that you should pursue any investment strategy, and no information or content on the Clarendon Site is to be relied upon for the purpose of making or communicating investment or other decisions. Nothing on the Clarendon Site is intended to be, and you should not consider anything on the Clarendon Site to be, investment, accounting, tax, legal, or other professional advice.

Clarendon does not warrant the accuracy, adequacy, or completeness of the information and material contained on the Clarendon Site and expressly disclaims liability for errors or omissions in the material and information. The Clarendon Site may contain forward-looking statements (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts and are based on current expectations, estimates, projections, opinions and/or beliefs of Clarendon. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. In addition, no representation or warranty is made with respect to the reasonableness of any estimates, forecasts, illustrations, prospects, or returns, which should be regarded as illustrative only, or that any profits will be realized. Actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. No representation or warranty is made as to future performance or such forward-looking statements.

Clarendon is not liable for any consequential, incidental, special, punitive, or exemplary damages arising out of any use of or inability to use the Clarendon Site or any portion thereof, regardless of whether Clarendon has been apprised of the likelihood of such damages occurring and regardless of the form of action, whether in contract, warranty, tort (including negligence), strict liability, or otherwise.

The names and logos of certain companies included in the Clarendon Site are provided for illustrative purposes only. Inclusion of such companies’ names and logos does not imply affiliation with or endorsement by or of such firms.

Material to be Consulted in its Entirety

All materials on the Clarendon Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, or disclosures, and any copyright or proprietary notices. 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 material or document that you consult or download.

Linking, Posting, and Transmitting

Although Clarendon provides the information accessible on the Clarendon Site for your personal, non-commercial use, Clarendon retains all property rights, including, without limitation, property rights under U.S. and international copyright law, to all such information. Without the prior express written permission of Clarendon, you MAY NOT do any of the following: (A) hyperlink to the Clarendon Site, whether to its homepage or to an interior page; (B) include information from the Clarendon Site on another site, on a server computer, or in documents; (C) modify or re-use the information from the Clarendon Site; or (D) transmit any commands, codes or information to the Clarendon Site, with the exception of those commands necessary to view the Clarendon Site. Clarendon reserves all other rights.

Do not transmit to the Clarendon Site or to any Clarendon personnel, any pornographic, obscene, profane, defamatory, libelous, threatening, or unlawful material or any unsolicited commercial communications. Do not transmit to the Clarendon Site or to any Clarendon personnel any material that could constitute or encourage unlawful conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or regulation. Notwithstanding the fact that Clarendon, or other parties involved in creating, producing, or delivering the Clarendon Site, may monitor or review any transmissions to the Clarendon Site or to Clarendon personnel, Clarendon and such other parties assume no responsibility or liability that may arise from the content thereof, including, without limitation, claims for defamation, libel, slander, obscenity, pornography, profanity, or misrepresentation.

By entering the Clarendon Site, you acknowledge and agree that any communication or material you transmit to the Clarendon Site or Clarendon, in any manner and for any reason, will not be treated as confidential or proprietary. Furthermore, you acknowledge and agree that any materials you transmit to Clarendon may be used by Clarendon, anywhere, anytime, and for any reason whatsoever.

Although the Clarendon Site may provide links to other sites, Clarendon is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with the linked site, unless specifically stated therein. By entering the Clarendon Site you acknowledge and agree that Clarendon has not reviewed the sites that may be linked to the Clarendon Site and is not responsible for the content of any off-site pages or any other site linked to the Clarendon Site. You further acknowledge and agree that when you follow links to pages not maintained on the Clarendon Site, you do so at your own risk. You acknowledge that different terms and conditions and privacy policies may apply to such sites.

Unless otherwise noted, Clarendon is the copyright owner for everything on the Clarendon Site or has the permission to use the material on the Clarendon Site. No portion of the Clarendon Site, including, without limitation, the text or images may be used in any manner, or for any purpose, without the prior express written permission of Clarendon, except as provided herein. The compilation of all content on the Clarendon Site is the exclusive property of Clarendon and is protected by U.S. and international copyright laws. All software used on the Clarendon Site is the property of Clarendon or its software suppliers and is protected by U.S. and international copyright laws.

By entering the Clarendon Site, you acknowledge and agree that each name, logo, trademark, or service mark contained on the Clarendon Site is owned or licensed by Clarendon (unless otherwise indicated) and may not be used by you without the prior written approval of Clarendon. Clarendon will aggressively enforce its intellectual property rights to the full extent of the law. Information or images of places or people are either the property of Clarendon or used on the Clarendon Site by Clarendon with permission. Your use of any such materials is prohibited unless specifically permitted by Clarendon. Any unauthorized use of such materials may subject you to penalties or damages, including, without limitation, those related to violation of trademarks, copyrights, privacy, and publicity rights.

Restricted Use of Clarendon Site Materials

Clarendon grants you a limited license to access and make use of this Clarendon Site. For your personal use only, you may print copies of the information from the Clarendon Site and you may store information from the Clarendon Site on your own computer. You may not modify the Clarendon Site, or any portion thereof, for any reason. Any unauthorized use terminates the permission or limited license granted by Clarendon. Clarendon reserves all other rights.

Accessing the Site

To access the Clarendon Site, you will need a working connection to the Internet via a web browser on your computer for which you are responsible for all costs, expenses, and fees.

From time to time, due to the performance of maintenance, malfunctions or failures of software, equipment, or telecommunications devices, unusual transaction volume, or similar reasons the Clarendon Site may not be available for your use. We minimize the periods of time during which the Clarendon Site is unavailable. You agree that we shall not be responsible for any loss, damages, costs, or expenses which you may suffer or incur, directly or indirectly, as a result of the unavailability of the Clarendon Site, regardless of whether it could be shown that we could have prevented or reduced the duration of such unavailability by taking any action within our reasonable control. We shall also not be responsible for any loss, damages, costs, or expenses which you may suffer or incur, directly or indirectly, as a result of your inability to access the Clarendon Site caused directly or indirectly, in whole or in part, by your computer or mobile device, your inability to establish a connection to the Internet, your Internet Service Provider (“ISP”), or capacity or other limitations or constraints of the Internet.

We may at any time, with or without cause, and without prior notice to you deny you access to the Clarendon Site. We may terminate these Terms and Conditions and your access to the Clarendon Site in whole or in part at any time without prior notice to you. In the event we terminate this Terms and Conditions, any existing transactions you have entered into with us shall remain in effect.

The Clarendon Site is not intended for use by persons in any jurisdiction or country where such use would be contrary to applicable laws or regulations. We may restrict your access to the Clarendon Site during times you are in a country for which use of the Clarendon Site would be prohibited. You are responsible for compliance with all local laws.

If you submit an e-mail address to us through this Clarendon Site, we may use your e-mail address to communicate with you electronically. E-mail is not secure and you understand that there are risks associated with communicating via e-mail, including the possibility of unauthorized access, failure to receive e-mails because they have been misdirected or sent to a spam folder, and your inability to access e-mail due to power outages, hardware, or software malfunctions or failures of your computer or mobile device, or matters affecting the Internet or your access to the Internet. Do not rely on e-mail if you need to contact us immediately. For security reasons, we may not be able to respond to certain e-mail requests.

To protect the security of your information, we may require you to authenticate your identity (i.e., prove that you are who you say you are) to conduct certain transactions on this Clarendon Site. It is a good idea to protect your security by always closing your web browser after leaving the Clarendon Site. If you believe that information that you have submitted through the Clarendon Site has been used without your permission, you must tell us immediately. Telephoning us is the best way of keeping your possible losses to a minimum. Call us at (703) 705-2017 to report unauthorized access. If you fail to notify us, you may be liable for all unauthorized activity on your account.

You can also contact us at (703) 705-2017 regarding technical issues with the Clarendon Site.

When accessing the Clarendon Site, you are prohibited from: (i) removing any copyright, trademark or other proprietary notices; (ii) reproducing, modifying, preparing derivative works based upon, distributing, licensing, leasing, selling, reselling, transferring, publicly displaying, publicly performing, transmitting, streaming, broadcasting, or otherwise exploiting the Clarendon Site except as expressly permitted; (iii) decompiling, reverse engineering, or disassembling any portion of the Clarendon Site except as may be permitted by applicable law; (iv) linking to, mirroring, or framing any portion of the Clarendon Site; (v) causing or launching any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Clarendon Site or unduly burdening or hindering the operation and/or functionality of any aspect of the Clarendon Site; or (vi) attempting to gain unauthorized access to or impairing any aspect of the Clarendon Site or related systems or networks.

Limitations on Liability

By entering the Clarendon Site you acknowledge and agree that your use is at your own risk and that none of the parties involved in creating, producing, or delivering the Clarendon Site is liable for any direct, incidental, consequential, indirect, or punitive damages, or any other losses, costs, or expenses of any kind (including legal fees, expert fees, or other disbursements) that may arise, directly or indirectly, through access to the Clarendon Site, use or browsing of the Clarendon Site, or through your downloading of any text or images, from the Clarendon Site.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

WE ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY VIRUSES THAT MAY INFECT OR DAMAGE YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO, USE OF, OR BROWSING OF THIS WEBSITE, THE WEB, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE CLARENDON SITE OR THE WEB.

WE DO NOT WARRANT NOR REPRESENT THAT YOUR USE OF MATERIALS DISPLAYED ON THE CLARENDON SITE WILL NOT INFRINGE RIGHTS OF THIRD PARTIES NOT OWNED OR AFFILIATED WITH US.

Indemnification

You agree to indemnify, defend, and hold harmless Clarendon from and against any and all suits, losses, claims, demands, liabilities, damages, costs, and expenses(including, but not limited to, reasonable attorneys’ fees), incurred by us in connection with any claim by a third party (including any intellectual property claim) that arise from or relate to your use of the Clarendon Site or your breach of these Terms & Conditions. You further agree that you will cooperate fully in the defense of any such claims. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without our written consent.

Applicable Law; ARBITRATION AGREEMENT

By visiting the Clarendon Site, you agree that the laws of the State of Virginia, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that may arise between you and Clarendon. You agree that any dispute, claim, or controversy arising out of or relating to (a) these Terms and Conditions or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Clarendon Site at any time, whether before or after the date you agreed to the Terms and Conditions, will be settled by binding arbitration and not in a court of law.

You acknowledge and agree that you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Clarendon otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Clarendon each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdictions to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms and Conditions, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Virginia.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Virginia and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Location and Procedure.

Unless you and Clarendon otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Clarendon submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Clarendon will not seek, and hereby waives all rights Clarendon may have under applicable law to recover, attorneys' fees and expenses if Clarendon prevails in arbitration.

Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Clarendon will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

No failure, omission, or delay on our part to exercise any right under these Terms and Conditions will preclude any other further exercise of that right or other right under these Terms and Conditions.

Severability

If any of the Terms and Conditions shall be deemed invalid, void, or for any reason unenforceable, such condition shall be deemed severable and shall not affect the validity and enforceability of any of the remaining Terms and Conditions.