For purposes of these Terms & Conditions (the “Terms”) the words You and User shall mean each visitor to the public and password protected sections of the website(s) (the “Site”) hosted for or on behalf of Ridgewood Energy Corporation (“REC”). By accessing the Site, you agree that these Terms & Conditions (the “Terms”) are a binding agreement between you and REC and you agree that your use of the Site and all of its contents, which includes, without limitation, images, text, illustrations, designs, icons, photographs, videos, graphics, information, data, written materials, reports and other content and downloads (the “Content”) is governed by these Terms. Read these Terms carefully and frequently. These Terms are subject to change at any time without prior notice. By accessing the Site after changes to these Terms have been posted you acknowledge your agreement to these Terms as modified.
Not an offer to sell securities: The Content is not and nothing contained on the Site should be considered to be an offer to sell securities or a solicitation of an offer to purchase securities. Offers, solicitations, and sales can only be made where lawful and in compliance with applicable law.
Disclaimer – General: REC does not provide financial, advisory or other services to the general public or any person electing to make an investment in a private equity fund sponsored and/or managed by RECI (each a “Fund”). The Content is not and may not be construed: (a) as legal, professional, tax, financial or other advice; (b) as a recommendation to buy or sell a security; (c) as a representation that any investment available through REC is suitable or appropriate for any person; or (d) as comprehensive or complete statements of the matters discussed.
Non-Reliance: No action should be taken or not taken, or decision made, in reliance upon or based on the Content. Your use of the Content to make a decision is at your sole and absolute discretion and responsibility. The Content is provided for informational purposes and is not intended to be relied upon as a forecast, research or investment advice. Opinions voiced on the Site are subject to change as circumstances change.
No Warranty: To the fullest extent possible and as permitted by applicable law, the Content is provided on an “As Is” basis and without warranty of any kind, either express or implied. REC has no obligation to update or keep the Content current. While the Content is based on information that REC considers credible and current, REC makes no representations or warranties as to the accuracy, currency or completeness of the Content for any purpose and it should not be relied upon as such. REC also does not warrant that the functions contained in this Site will be uninterrupted or error-free, that defects will be corrected, or that the Site will be free of viruses or other harmful components.
No Liability: REC expressly disclaims all liability for errors and omissions in the Content and for the use or interpretation by others of any such Content. To the fullest extent possible and as permitted by applicable law, REC and the Funds, and their respective employees, agents, affiliates, representatives, licensors, contractors or third-party content providers (collectively “Associates”) shall not be liable to you or any third-party or entity for any direct, indirect, special, consequential, punitive or other damages (including, without limitation, lost profits or other damages that result from use or loss of use of the Site or the Content).
Fund and Advisor Disclosures: Private investing involves significant risk, including possible loss of principal. Past performance is no guarantee of future results. Limited partners wishing to consider acquiring interests in any Fund must perform their own review of such Fund’s materials including, without limitation, such Fund’s private placement memorandum, other offering materials, and governing documents (“Fund Materials”) and consult with their own independent advisors. All investments in one or more Funds involve risk and may lose value. The value of the Funds’ investments will vary during the life of the investment. There is no guarantee that any investment will or is likely to achieve profits or losses similar to those achieved by prior investments or that significant losses will be avoided. Alternative strategies, like those discussed on the Site and pursued by the Funds, involve a higher degree of risk than traditional investments. All transactions listed on the Site are included as representative transactions and do not necessarily reflect overall performance.
The information on this site may contain forward-looking statements with respect to the business and strategies of REC and/or the Funds including, by way of example, terms such as potential, pipeline, assume, current, intention, possible, likely, should, would, could, may, estimate, expect, opportunity, and similar terms. In addition to the risk factors discussed in the Fund Materials and in other information on the Site, the following general risk factors may cause actual results to be materially different from the forward-looking statements or other historical information presented on the Site: (a) changes and volatility in industry conditions, (b) the impact of increased competition for investment opportunities; (c) commodity price volatility; (d) impact of legislative and regulatory actions and reforms at the Federal, State or local level that may impact REC, the Funds and their investments; (e) terrorist activities, geopolitical issues, international events, public health and natural disasters, which may adversely affect the local and global economy, domestic and local financial and capital markets, specific industries, REC or the Funds; (f) the impact of changes to tax legislation including foreign legislation; (g) the impact of problems at other financial institutions, including, without liability, entities that provide leverage or custodial services to one or more Funds and/or their respective investments; (h) the impact, extent, and timing of technological changes and the adequacy of intellectual property and information security protection; (i) the ability to attract and retain highly qualified professionals; and (j) the timing of the Funds’ investment activities and the ability to manage or mitigate investment specific risks, such as the inability of an investment to achieve projected performance, production disruptions arising from, among other things, weather-related risks, mechanical failures or maintenance or repair work on infrastructure utilized by or associated with an investment.
Trademarks, Copyrights & Other Intellectual Property: The Content contained on the Site is owned or licensed by REC and its third-party information providers and is protected by applicable trademarks, service marks, copyrights, and/or other intellectual property rights. Such Content is solely for your non-commercial use. You may download certain materials displayed on the Site for your use as it relates to your business relationship with REC, the Funds or any of their Associates. You may not distribute, modify, transmit, reuse, repost or otherwise use materials for public or commercial purposes without REC’s express written consent. Images, to the extent used on this Site and its Content, are proprietary or licensed to REC and cannot be used by you for any purpose. Such images are used for illustrative purposes and may not depict actual images of assets or investment opportunities of any Fund.
Access to Password Protected Portion of the Site: Access to the password protected portion of the Site is generally granted only to persons with a direct business relationship with REC or one or more of the Funds or REC’s Associates. Your username and password is for your exclusive use to access your personal information and/or for the benefit of the institution(s) with which you are employed or to which you provide advisory, legal or financial services.
General Website Security: The names, brand and reputation of REC may be misused by imposters and frauds publishing fake web sites and engaging in phishing scams seeking personal or confidential information. We make no warranty to you regarding the security of the Site, including without limitation, with regard to the ability of any unauthorized persons to access information received or transmitted by you through or from the Site.
Confidentiality: The information contained in the password protected portions of the website is confidential and may not be reproduced, disclosed, or disseminated by you to any third-party (other than your financial, legal and/or tax advisor) without the prior written consent of Ridgewood Energy. Notwithstanding the foregoing, you may cause Ridgewood Energy to provide access to tax information (such as Schedule K-1s) posted on the website for your use to your financial, legal or tax advisors by sending a written notice to Ridgewood Energy providing the name and contact information of each such person you wish to access your tax information.
Indemnification: You agree to defend, indemnify, and hold each of REC, the Funds and their respective Associates harmless from and against any and all claims, losses, liability, costs and expenses (including, without limitation, attorney’s fees) as incurred, arising from or related to your use of the Site or from your violation of these Terms & Conditions.
System Outages & Incomplete Transmissions: Software or other transmission problems may occur when downloading Fund Materials or other Content that could result in incorrect or incomplete copies of such materials. REC is not liable for any damages, or omissions that occur during any such transmission or as a result of your use of any such materials.
Governing Law, Integration & Severability: These Terms & Conditions are governed by the laws of the State of New York, United States (except for conflict of law provisions). Disputes arising out of or related to these Terms & Conditions may only be made before the New York State Supreme Court located in New York, New York or the United States District Court for the Southern District of New York and you consent to the jurisdiction of such courts for the purpose of litigating any such action. REC’s failure, delay or election to not take any action in connection with a breach of these Terms & Conditions by you or others does not constitute a waiver and will not limit REC’s rights with respect to such breach or any subsequent breach. If any provision in these Terms & Conditions is deemed invalid or unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from the balance of the Terms & Conditions and will not affect the validity and enforceability of the remaining provisions. Nothing in these Terms & Conditions is intended to modify or amend any other written agreement between you and any of REC (“Other Agreements”). In the event of any inconsistency between the Other Agreements and these Terms & Conditions, then the Other Agreements shall govern. In the event of conflicts between the risks and other disclosures, disclaimers, or discussions contained in Fund Materials and these Terms & Conditions, then the risks and other disclosures, disclaimers or discussions, as the case may be, in the Fund Materials shall govern.
Termination of Use: You may terminate these Terms by discontinuing your use of the Site. We may terminate your access to the Private section of the Site at any time and without prior notice. Immediately upon the termination of your access to the Site, you must destroy all materials obtained by you from the Site, except those materials that you are required to retain pursuant to applicable law, rules or regulations in connection with or as it relates to an existing relationship with REC or the Funds.
Inquiries: If you have any questions about these Terms & Conditions, or if you would like us to update information we have about you or your preferences, please email us at email@example.com. You may also write to: Ridgewood Energy Corporation, Attention: Legal Department, 14 Philips Parkway, Montvale, NJ 07645.