Welcome
By Accessing This Site (This “Website”), You Understand That Kelly Park Management (And It’s Affiliates, Collectively “Kpc”) A Delaware Limited Liability Company Is Prepared To Make Available To You Information (As Defined Below) Concerning Certain Private Investments (Collectively, The “Kpc Fund”) And One Or More Underlying Investment Funds Into Which The Kpc Fund May Invest From Time To Time (Collectively, The “Underlying Fund”), And You Agree To The Following Terms As Of The Date On Which You First Access This Website (The “Effective Date”).
1. You Hereby Acknowledge And Agree (I) That The Information Made Available Through The Use Of This Website, Including Any Posted Materials (Collectively, The “Materials”) Regarding The Kpc Fund And The Underlying Fund (Such Information, Collectively With The Materials, The “Information”), Is Being Furnished To You For The Sole Purpose Of Providing Information About, And Documents With Respect To, The Kpc Fund In Connection With Your (Or In The Case Of A Representative (As Defined Below), An Investor’s) Evaluation Of A Possible Investment In The Kpc Fund And May Not Be Used For Any Other Purpose, (Ii) That, By Accessing This Website, You Will Be In Possession Of Confidential Information (Including As It Relates To The Materials, Which May Contain Material Nonpublic Information); (Iii) To Use The Information For The Sole Purpose Of Evaluating A Potential Investment In The Kpc Fund (And, In The Case Of A Representative, To Assist An Investor In Connection With His, Her Or Its Evaluation Of A Potential Investment In The Access Fund), And For No Other Purpose; And (Iv) To Keep All Information Strictly Confidential (Unless Such Information Is Or Becomes Readily Ascertainable From Public Information Or Trade Sources Or Is Already In Your Possession On A Non-Confidential Basis Prior To Your Receipt Thereof Through The Use Of This Website) And Not To Disclose, Reproduce, Redistribute, Forward Or Otherwise Pass, Directly Or Indirectly, Any Such Information To Any Other Person, (X) Other Than To Your Affiliates, Officers, Employees, Attorneys, Accountants, Consultants And Other Advisors (Each, A “Representative”) Who (A) Have A Bona Fide Need To Know Such Information For Purposes Of Monitoring Or Managing Your (Or In The Case Of A Representative, An Investor’s) Potential Investment In The Access Fund, Or For Financial, Legal Or Accounting Purposes, And (B) Have Agreed To, Or Are Otherwise Subject To, A Duty To Keep Such Information Confidential And To Not Otherwise Use Such Information In A Manner Inconsistent With This Non-Disclosure Agreement (This “Agreement”), It Being Understood That You Shall Be Responsible And Liable For Any Disclosure Or Use By Any Such Representative, (Y) Only In The Case Of A Representative, Other Than To An Investor Who Has Agreed To, Or Is Otherwise Subject To, A Duty To Keep Such Information Confidential And To Not Otherwise Use Such Information In A Manner Inconsistent With This Agreement, It Being Understood That You Shall Be Responsible And Liable For Any Disclosure Or Use By Any Such Investor, Or (Z) Unless Such Disclosure Is Required By Applicable Law, Governmental Rule Or Regulation, Or By Any Regulatory Or Judicial Authority Having Jurisdiction Over You, In Which Case You Shall Provide As Much Prior Written Notice To The Kpc As Is Practicable Under The Circumstances.
2. You Acknowledge And Agree That Kpc May Be Irreparably Harmed If Their Obligations Hereunder Are Not Specifically Enforced And That They Would Not Have An Adequate Remedy At Law In The Event Of An Actual Or Threatened Violation By You Or Your Representative Of Your Or Its Obligations Hereunder. Therefore, You Agree And Consent That Kpc Shall Be Entitled To Seek An Injunction Or Any Appropriate Decree Of Specific Performance For Any Actual Or Threatened Violation Or Breach By You Or Your Representative Of This Agreement, Without The Posting Of Any Bond, And Such Other Relief As May Be Available At Law Or Equity, Including The Right To Recover All Losses Or Damages Suffered By Kpc Resulting From Any Such Breach Or Threatened Breach.
3. This Agreement Will Be Governed By And Interpreted In Accordance With The Laws Of The State Of New York, Without Regard To Principles Of Conflicts Of Law. Any Action Or Proceeding Brought By Any Party Relating In Any Way To This Agreement Shall Be Brought And Enforced In The Courts Of The Southern District Of New York, And You Irrevocably Submit To The Jurisdiction For Such Federal Courts In Respect Of Any Such Action Or Proceeding.
4. This Agreement Is Effective As Of The Effective Date And Shall Continue In Full Force And Effect For So Long As This Agreement Is Not Terminated By Kpc.
5. If Any Provision Or Provisions Of This Agreement Shall Be Held To Be Invalid, Illegal Or Unenforceable, The Validity, Legality And Enforceability Of The Remaining Provisions Shall Not In Any Way Be Affected Or Impaired Thereby. This Agreement May Be Executed In Counterparts, Each Of Which Shall Be Deemed An Original, But All Of Which, Taken Together, Shall Constitute One Agreement.
