Terms of Use

These Terms and Conditions of Use (these “Terms”) govern your use of the website located at valueact.com (the “site” or “website”), which is provided by ValueAct Capital Management, L.P.  If you do not agree to these Terms, you may not use our site.  By entering this site, you acknowledge your understanding of, accept without limitation or qualification, and agree to be bound by, these Terms, including any modifications that we may make, and all applicable laws.  By using this site, you consent to our use of any information that you provide or that we may collect in accordance with these Terms.  These Terms constitute a binding agreement between you and ValueAct.  This site is available only to individuals who can enter into legally binding contracts under applicable law.  In these Terms, “we”, “our” or “us” or “ValueAct” refers to ValueAct Capital Management, L.P. and its affiliates.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE.   IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE SITE.

To access the “Investor Login” page, which is operated by our service provider, IntraLinks, Inc., you must also be an investor (or a representative contact person designated by such investor) in a fund managed by ValueAct. By entering the “Investor Login” page, you acknowledge and agree that (a) you only enter with an authorized password that has been issued to you (or your institution and you are an authorized user) and (b) your use and any information that is collected from you or submitted by you in connection with your use is subject to the end user license agreement and privacy policy posted thereon. Passwords are not transferable. The materials in this site may only be provided to you or members of your institution.

Information Purposes Only; Restrictions on Use

The material contained in this website does not constitute any offer or sale or any form of general solicitation or general advertising of interests in ValueAct investment funds, nor should any material on this website be used or considered as an offer to sell or a solicitation of any offer to buy any securities or any instruments of any fund, account, or other investment vehicle managed by ValueAct or any other issuer, now or in the future.

This website is for general informational purposes only and is governed by these Terms.  Some information provided may not be current, or may have changed since the last time you viewed or downloaded it. All information is subject to change without notice. We do not in any way represent or warrant the accuracy or reliability of any of the information provided, and all information is provided subject to the disclaimers and limitations of liability set forth below. Although this website may include investment related information, nothing on this website is a recommendation that you should purchase, sell or hold any security or other investment, or that you should pursue any investment strategy.  The information contained herein does not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may view this website, and should not be taken as advice on the merits of any investment decision.  Nothing on this website is intended to be, and you should not consider anything on this website, investment, accounting, financial, tax or legal advice.  Past performance of any investment or investment strategy is not indicative of future performance.  All investments carry the risk of loss, including the complete loss of capital.  No representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past or that significant losses will be avoided. Economic factors, market conditions and investment strategies, among other things, will affect the performance of our investments, and there are no assurances that our investments will match or outperform any particular benchmark.

The investment funds rely on private placement exemptions to registration under the Securities Act of 1933 (or the securities laws of any states) and have not been registered as investment companies under the Investment Company Act of 1940. ValueAct Capital Management L.P. is registered as an investment adviser under the Investment Adviser Act of 1940. Other uses of this website and its contents are not permitted without the express written consent of ValueAct.  Any person using this website is not permitted to decompose, decompile, reverse engineer, disassemble or otherwise deconstruct any portion of this website.  Except as permitted by ValueAct, no materials from this website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way.  You may download material displayed on this website for non-commercial, personal use only, provided that you retain all copyright and other proprietary notices contained in the materials.  You may not distribute, modify, transmit, reuse, report or use any of the content on this website for public or commercial purposes, including the text, images, audio and video, without ValueAct’s permission.

ValueAct is not utilizing this website to provide investment or other advice, and no information or material on this website is to be relied upon for the purpose of making or communicating investment or other decisions.

Third Party Information

The site content may include our views, opinions or estimates, and we reserve the right to change any views, opinions or estimate expressed on this website at any time as we deem appropriate, without notice and without liability.  Such views and the other information contained on this website with respect to companies referred to on this website are based solely on publicly available information.  Certain information and data used in this website have been derived or obtained from sources other than ValueAct, including, without limitation, filings made by third parties with regulatory authorities, research reports, quotations, news publications and other third party sources.  No warranty is being made that any such information or data is accurate. ValueAct expressly disclaims responsibility and/or liability for any misinformation sourced from or contained in any third party, regulatory filing or third party report. Any statements or information by third parties that are posted on this website should not be viewed as indicating the support of such third party for the views expressed on this website. Any third party content or links to other Internet sites available on our site should not be construed as an endorsement of such content or any entities and ValueAct is not responsible for any content or links posted by others.

Forward Looking Statements

Certain of the content on this website contains forward-looking statements. All statements contained in content on this website that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “potential,” “opportunity,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in such content that are not historical facts are based on current expectations, speak only as of the date of such content and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such projected results and statements.  Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of ValueAct. Although ValueAct believes that the assumptions underlying the projected results or forward-looking statements in content on this website are reasonable as of the date of such content, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the projected results or forward-looking statements included in such content will prove to be accurate.  In light of the significant uncertainties inherent in the projected results and forward-looking statements included in content on this website, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and plans expressed or implied by such projected results and forward-looking statements will be achieved.  ValueAct will not undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements in content on this website to reflect events or circumstances after the date of the content containing such projected results or statements or to reflect the occurrence of anticipated or unanticipated events.

 Proprietary Rights to Content

You acknowledge and agree that the site and all information and content available on the site, including data, software, photographs, graphics, text, images, logos, designs, layout, “look and feel”, icons, typefaces, trademarks, artwork, audio and video material, and/or other intellectual property and proprietary rights (collectively “Content”) is owned or licensed by ValueAct, its affiliates, licensors, service providers or third parties and protected by copyright law, trademark law, or other intellectual property laws and regulations, as applicable. Without limiting the foregoing, the Content includes any reports that may be accessed through the site. The Content is our property or that of our suppliers or licensors. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer, license, sell, create derivative works from (in any form, media or technology now existing or hereafter developed), or in any way exploit any of the Content, in whole or in part, except as expressly permitted hereunder.  Notwithstanding the foregoing, if no specific restrictions are displayed on the site with respect to particular Content, you may make one copy of that Content solely for your personal, non-commercial use and provided that you do not alter or modify the Content in any way, and maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws, you may not upload, download, post, reproduce, perform, distribute or exploit in any way any Content without obtaining permission of the owner of the copyright, trademark or other proprietary right.

Trademarks

The trademarks, service marks and logos displayed on the site are trademarks of ValueAct and others.  “ValueAct,” “ValueAct Capital” and all related names and marks, whether registered or unregistered, are trade names and/or trademarks of ValueAct. You are not granted any license or right to use any trademarks or service marks of ValueAct, and you may not use or display them without ValueAct’s prior written consent. You are also advised that ValueAct considers its trademarks and other intellectual property to be valuable assets and ValueAct aggressively enforces its intellectual property rights.

All other trademarks, product names and company names and logos appearing on the site are the property of their respective owners, and may be used only with the permission of the particular owner. We do not intend our use or display of other companies’ trade names, trademarks, service marks or logos to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

ValueAct May Monitor Website Activity

ValueAct has the right to monitor and record activity on our website.  We may investigate any complaint or suspected or actual non-compliance with these Terms.  We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate.  We may issue warnings, suspend or terminate your use of this website, deny access to you to all or part of this website or take any other action that we deem appropriate.

International Use

Due to the global nature of the internet, this website may be accessed by users in countries other than the United States. We make no representations or warranties of any kind with respect to this website or the Content, including any warranties that this website or the Content are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use this website, then you should not do so. Those who choose to access this website outside the United States do so at their own initiative and are responsible for compliance with all local laws and regulations. 

Export Control 

The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations, including but not limited to the Export Administration Act and the Arms Export Control Act and not to transfer, by electronic transmission or otherwise, any content derived from this site to either a foreign national or a foreign destination in violation of such laws. 

 Disclaimers of Warranties

You expressly understand and agree that:

(a) Your use of the site is at your sole risk. The site is provided on an “as is” and “as available” basis. To the fullest extent permissible pursuant to applicable law, we expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

(b) We do not warrant or represent that (i) the site will meet your requirements, (ii) the site will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the site will be accurate or reliable, (iv) the quality of any services, or information, or other material obtained by you through the site will meet your expectations, (v) the server that makes the site available is free of viruses or other harmful components; or (vi) any errors in the software will be corrected.

(c) Any material downloaded or otherwise obtained through the use of the site is done at your own discretion and risk and that you will be solely responsible for any loss or damage incurred, including, without limitation, damage to your computer system or loss of data that results from the download of any such material. You (and not us or any of our affiliated entities or any of our or their respective licensors or suppliers) assume the entire cost of all necessary servicing, repair or correction to restore your system.

(d) No advice or information, whether oral or written, obtained by you from us or through or from the site shall create any warranty not expressly stated in these Terms.

(e) You will comply with all applicable laws and regulations in your use of the site.  You will not post, upload, download, transmit, distribute or otherwise make available via the site any content or information that you do not have the right to make available under applicable law or contractual restrictions, or if such content or information is unlawful, abusive, harmful, tortious, defamatory, libelous, obscene, invasive of another’s privacy or otherwise objectionable (in the reasonable opinion of ValueAct).  You will not submit or transmit any personally identifiable information relating to individuals under 13 years of age via the site.  You will not post, upload, download, transmit, distribute or otherwise make available via the site any unsolicited or unauthorized advertising, solicitations, viruses, malware, or materials or programs designed to harm or impair the functionality of any computer software, hardware or technology.  You will not use the site for any unauthorized purpose or attempt to interfere with its functionality.

(f) You will at all times provide accurate and complete information when registering with the site or submitting information or materials via the site.  If you register for an account with the site, you will keep your registration and login information and password confidential and take appropriate measures to protect such information from disclosure.

Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

Privacy

This section describes our privacy practices with respect to the information that we may collect in connection with this site.  It applies only to this site and does not apply to the off-line collection of information or to the “Investor Login” section of the site, which is operated by our service provider, IntraLinks, Inc.  If you register for an account with, or otherwise access, the “Investor Login” section of the site your use thereof is subject to the IntraLinks, Inc., end user agreement and privacy policy available thereon.

  • Information We Collect and Track: We may collect and retain two types of information about site users: (i) personal information that individual visitors voluntarily provide when using the site or on certain other occasions (such as via forms or in emails); and (ii) tracking data, which is automatically collected from every site visitor. We may, from time to time, store and archive the information you submit to or through the site. The information that we gather may include your name, title and address, telephone number, email address or other elements of personal information.  In addition, if you contact us, we may keep a record of your correspondence, including any information contained therein. You may decline to provide any personal information, but please realize that you thereby may be unable to access certain services and sections of the site.  In addition to the information you submit to or through our site, we also may collect and store data from and about you gathered in the course of your use of our site, which may include information regarding the number and frequency of site visits, the websites that you access before and after you visit our site, the software and operating system used to access our site and your IP address and Internet service provider.
  • Use of Cookies: We or our third-party service providers may use cookies, local shared objects, web beacons and other similar technology (collectively, “Cookies”) in connection with your use of our site or site Content. Cookies are small pieces of information that a website transfers to your computer’s hard drive for record-keeping purposes and may have unique identifiers and transmit information about you and how you use our site, which may include your search preferences, browser type and the date and time of use. If you choose, you can disable some (but not all) Cookies in your device or browser settings, but doing so may affect your ability to use our site or receive third-party services through our site.
  • How We Use Your Information: The information that you provide to us and that we may collect in the future is used for our business purposes and the purpose for which you provided it only, subject to these Terms, including, without limitation, to respond to your requests or correspondence, to contact you about the site, to request feedback regarding ways to improve the site and/or to inform you about our activities, products and services or those of our affiliates. We may analyze your information, including tracking data, to provide you with useful information and improve our services through enhanced features and functions on the site.  For example, your information may be used to, without limitation, compile statistical, demographic or aggregated information about visitors to the site generally, or for load-balancing metrics, and also may be used to create reports on user demographics and the traffic patterns of the site.  We will not disclose any personal information collected through the site to third parties in an identifiable, disaggregated format, except: (i) to our affiliates, agents, consultants and contractors; (ii) to service providers who assist us in running the site and our business; (iii) when we believe that such disclosure is required by law; (iv) to enforce these Terms; (v) to protect the rights, property, security or safety of ValueAct, site users or the public; (vi) to respond to an emergency; or (vii) as otherwise stated in these Terms. In addition, we may disclose information to certain third parties if you have requested or authorized the disclosure of such information. We may also share aggregated or deidentified information in our sole discretion.  Please note that although we use reasonable efforts to limit third-party use of information, we are not responsible for such third-party use of information. From time to time, we may email site users with information regarding important developments affecting ValueAct or otherwise regarding the site. Such emails may be sent to site users even if they have not requested to receive any communication from us.
  • Information Transfer: We retain the right to transfer or assign your information to our successor or in connection with any change of control, merger, business combination, stock sale, asset sale, reorganization, amalgamation or other company transaction relating to ValueAct or our assets, in whole or in part, without notice to you.
  • How Your Information Is Protected: We take reasonable precautions to protect your information from loss, misuse or alteration. You should recognize, however, that there is no such thing as “perfect security” on the Internet, and we cannot guarantee the security of your information. In addition, because Internet communications are unsecure, it is also possible that the information you supply to us or your access of any information via the Website will be intercepted during transmission. We are not liable for any breach of our systems or interception of our transmission, and we hereby fully disclaim, to the fullest extent possible under law, any liability associated with any claim relating to a breach of security, data or information.
  • Compliance with Laws: We reserve the right to disclose any information that we believe is necessary to comply with any law, regulation, decree, judgment, order, subpoena or any other governmental order (“Order”) without any obligation to contest or verify the accuracy of such Order.

Limitation of Liability

We shall not be liable for any direct, indirect, incidental, special or consequential damages, resulting from the use of or the inability to use the site or Content or resulting from unauthorized access this site, including but not limited to, damages for loss of profits, use, data or other intangible, even if we have been advised of the possibility of such damages.

Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law.

If you are dissatisfied with any portion of the service, or with any of these Terms, your sole and exclusive remedy is to discontinue using this site.

Waiver of Jury Trial

To the fullest extent permitted by applicable law, you hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby.

Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold us, and our subsidiaries, affiliates, officers, agents, employees, contractors and advisors harmless from any claim or demand, including any liabilities, losses, costs, damages, reasonable attorney’s fees and expenses, made by any third party based on or arising out of your use of this site, your violation of these Terms, or your violation of any rights of another.

Termination

We may terminate or suspend your access to all or part of this site or Content, without notice, for any reason.  These Terms will automatically terminate upon your breach of any provision of these Terms, provided that applicable provisions will survive such termination (including, but not limited to, Governing Law, Disclaimer of Warranties, Indemnification, Limitation of Liability and Waiver of Jury Trial).

General Information

These Terms and any additional terms and/or policies posted on this site constitute the entire agreement and understanding between you and ValueAct, superseding any prior agreements and understandings, and govern your use of this site. You also may be subject to additional terms and conditions that may apply (a) if you register for an account for, or otherwise access the, “Investor Login” section of the site, which is operated by IntraLinks, Inc. and subject to the end user agreement and privacy policy posted thereon and (b)if you use affiliate services, third-party content or third-party software.  Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this site or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.

Any rights not expressly granted herein are reserved by and for ValueAct.

Modification of Agreement

We may change, modify or replace these Terms at any time for any reason by posting updated Terms on the site.  If we determine in our reasonable discretion that any such changes are material, we will make reasonable efforts to post a notice of such changes on the site.  All updated Terms take effect immediately as of the date of such update.  If you do not agree with the changes in the Terms, your sole remedy is to discontinue the use of the site. By using this site after we post any changes to this policy, you thereby indicate that you have read, understood and agree to accept those changes.

Governing Law; Statute of Limitations

This Terms shall be governed by and construed in accordance with the laws of the State of California, United States of America, without reference to its conflicts of laws principles.  Any dispute relating to your use of the website or these Terms shall be brought solely in the state or federal courts located in San Francisco, California, and you hereby consent and submit to the personal jurisdiction and venue of such courts for the purpose of litigating any such action or dispute arising hereunder.

If you have any requests with respect to your personal information collected via the site or have any inquiries concerning these Terms, please contact legal@valueact.com.