Agreement of Terms of Use

THIS AGREEMENT OF TERMS OF USE (this "Agreement") is made as of this day, by and between Tsai Capital Corporation, a Delaware corporation ("Tsai Capital"), and you. This Agreement sets forth the terms and conditions that apply to your access and use of the Internet websites owned and operated by Tsai Capital and its affiliates, including, but not limited to the website located at the URL www.tsaicapital.com ("www.tsaicapital.com").

Applicability of this Agreement; Amendment of this Agreement

This Agreement is intended to apply to you, Tsai Capital, its affiliates and all Internet websites owned and operated by Tsai Capital and its affiliates, including, but not limited to, www.tsaicapital.com. In continuing to access or use www.tsaicapital.com, you agree to comply with this Agreement.

This Agreement is for the benefit of Tsai Capital and its affiliates, each of which shall have the right to enforce and assert the terms and conditions of this Agreement directly against you on behalf of Tsai Capital.

Tsai Capital may amend this Agreement at any time in its sole discretion and without notice. Changes, revisions or deletions with regard to this Agreement shall be effective immediately upon their inclusion in, or deletion from, this Agreement, and the posting of the same in this Agreement on www.tsaicapital.com. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. Your continued access and use of www.tsaicapital.com following the posting of any such changes shall automatically be deemed your acceptance of the same.

Your Right to Access and Use www.tsaicapital.com

Your right to access and use www.tsaicapital.com is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use www.tsaicapital.com for lawful purposes and pursuant to the terms and conditions of this Agreement. Your access and use of www.tsaicapital.com may be interrupted from time to time for any of several reasons, including, but not limited to, the malfunction of Tsai Capital’s equipment, periodic updating, maintenance or repair activities that Tsai Capital may undertake from time to time, or other actions that Tsai Capital, in its sole discretion, may elect to take. Tsai Capital reserves the right to suspend or discontinue the availability of www.tsaicapital.com for access and use at any time in its sole discretion and without prior notice to you.

Your Compliance with this Agreement

By accessing and using www.tsaicapital.com (other than to read this Agreement), you agree to comply with all of the terms and conditions of this Agreement, including any changes or revisions to this Agreement, which Tsai Capital, in its sole discretion, may make in the future. In order to determine your compliance with this Agreement, Tsai Capital may monitor your access and use of www.tsaicapital.com in accordance with Tsai Capital’s Internet Privacy Policy for www.tsaicapital.com located at the URL http://www.tsaicapital.com/privacy.html.

Any action by you that, in Tsai Capital’s sole discretion, violates the terms and conditions of this Agreement, or restricts, inhibits or prevents any third party from accessing, using or enjoying www.tsaicapital.com, or through the use of www.tsaicapital.com, defames, abuses, harasses, offends or threatens any other user or third party, shall not be permitted, and may result in your loss of the right to access and use of www.tsaicapital.com. You shall not provide links to or frame www.tsaicapital.com without the prior express written permission of Tsai Capital.

Your Transmissions and Submissions

You shall not transmit, submit or post information to www.tsaicapital.com that contains any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Pursuant to Tsai Capital’s Internet Privacy Policy for www.tsaicapital.com located at the URL http://www.tsaicapital.com/privacy.html, Tsai Capital may monitor any transmissions, submissions or postings by you to determine, in its sole discretion, your compliance with this Agreement.

Privacy Statement

In the course of providing products and services, Tsai Capital collects non-public personal information about you from the following sources:

  • Information Tsai Capital receives from you on account applications or other forms or correspondence such as your name, address, phone number, social security number, e-mail address and general business and financial investment information
  • Information about your transactions with Tsai Capital, such as your account holdings and transaction history
  • Transactional and navigational information on website usage, such as the number of times a user accesses the website and the duration of his or her visits
  • Tsai Capital may disclose the information it collects, as described above, to companies that perform various services on Tsai Capital’s behalf such as transfer agents, custodians, broker-dealers, marketing service firms and service providers that fulfill product information requests. These organizations use the information only for the services required and as allowed by applicable law, and are not permitted to share or use the information for any other purpose. Tsai Capital does not otherwise disclose non-public personal information to affiliates or non-affiliated third parties, except as required by applicable law. Access to your non-public personal information is restricted to trained employees who need to access such information in order to provide you with products and services. Tsai Capital has physical, electronic and procedural safeguards in place, which comply with federal regulations, to guard and protect your non-public personal information.

    The policies and practices above apply to both current and former customers. If you decide to close your account(s), Tsai Capital will continue to adhere to these privacy policies and practices. For additional information regarding our online privacy policies, please refer to our Internet Privacy Policy located at the URL http://www.tsaicapital.com/privacy.html.

    Tsai Capital’s Intellectual Property Rights

    The names "Tsai Capital" and "tsaicapital.com" and the Tsai Capital and tsaicapital.com logos and graphics are trademarks of Tsai Capital, and may not be used by you without the prior express written permission of Tsai Capital, which permission may be withheld in Tsai Capital’s sole discretion.

    The data and content viewable on, contained in, or downloadable from, www.tsaicapital.com (collectively, the "Content"), is copyrighted by Tsai Capital. Tsai Capital also owns a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content. Viewing, reading, printing, downloading or otherwise using the Content in accordance with this Agreement does not entitle you to any ownership or intellectual property rights to the Content.

    You shall be solely responsible for any damage resulting from your infringement of Tsai Capital’s intellectual property rights regarding the "Tsai Capital" and "tsaicapital.com" names, the Tsai Capital and tsaicapital.com logos and graphics, and/or the Content, and/or any other harm incurred by Tsai Capital as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.

    Your Use of the Content

    Without the prior written consent of Tsai Capital, you may only print, download or otherwise use the Content in the form of: (i) one machine-readable copy; (ii) one backup copy; and (iii) one print copy, for your non-commercial use; provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing manifestations of the Content.

    Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication or use, other than the non-commercial use of the Content as permitted by this Agreement, is permitted by you without the express prior written permission of Tsai Capital, which permission may be withheld in Tsai Capital’s sole discretion.

    Tsai Capital Makes No Representations or Warranties Regarding Content

    The Content is being provided to you on an "as-is" basis. Tsai Capital does not make any representations, warranties or guarantees, express or implied, regarding the accuracy, correctness, or completeness of the Content, nor the safety, reliability, title, merchantability, conformity or fitness for a particular purpose of the Content. It is your sole responsibility to independently evaluate the accuracy, correctness or completeness of the Content on www.tsaicapital.com.

    Tsai Capital makes no representation, warranty or guarantee that the Content that may be available for downloading from www.tsaicapital.com is free of infection from any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

    Your Responsibility for Equipment and Related Costs

    You are responsible for obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment or services needed to access and use www.tsaicapital.com, and all costs and fees associated with Internet access or long distance charges incurred with regard to your access and use of www.tsaicapital.com.

    Questions, Comments & Complaints

    Tsai Capital encourages you to provide Tsai Capital with feedback regarding www.tsaicapital.com. If you have questions, comments or concerns regarding this of www.tsaicapital.com, please contact www.tsaicapital.com or send mail to the following address:

    Tsai Capital Corporation
    Attention: Christopher Tsai
    590 Madison Avenue, 21st Floor
    New York, NY 10022

    Limitations on Tsai Capital’s Liability; Disclaimer

    BY USING WWW.TSAICAPITAL.COM, YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE AND THE INTERNET GENERALLY. THE CONTENT IS PROVIDED "AS IS," WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, AND FREEDOM FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS.

    Tsai Capital SHALL IN NO EVENT BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THIS AGREEMENT; (II) YOUR ACCESS AND USE OF WWW.TSAICAPITAL.COM; (III) YOUR INABILITY TO ACCESS OR USE WWW.TSAICAPITAL.COM FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF THE CONTENT FOR YOUR USE; OR (V) YOUR RELIANCE UPON OR USE OF THE CONTENT.

    Your Indemnification of Tsai Capital

    You shall defend, indemnify and hold harmless Tsai Capital and its officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all claims and expenses, including, but not limited to, attorneys’ fees, arising out of, or attributable to: (i) any breach or violation of this Agreement by you; (ii) your access or use of www.tsaicapital.com; and/or (iii) access or use of www.tsaicapital.com under any email address, username or password that may be issued to you.

    Tsai Capital’s Remedies

    You acknowledge that Tsai Capital may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, Tsai Capital shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement.

    For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the courts of record of New York, New York. You consent to the jurisdiction of such court and waive any objection to the laying of the venue of any such action or proceeding in such court. You agree that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

    Termination

    Tsai Capital may terminate any email addresses, usernames or passwords that may be issued to you, at any time, without prior notice, for any reason, or for no reason, which shall not be required to be disclosed to you.

    Governing Law; Jurisdiction and Venue

    This Agreement is to be governed and construed in accordance with the internal laws of the State of New York, without regard for principles of conflicts of laws. Any civil action, claim, dispute or proceeding arising out of or relating to this Agreement, except for an injunctive action regarding a breach or threatened breach of any provision of this Agreement by you, shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association in New York, New York. The arbitrator shall be selected by you and Tsai Capital, and if you and Tsai Capital are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then the arbitrator shall be selected by the American Arbitration Association. Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon you and Tsai Capital and your and Tsai Capitali’s respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction. Notwithstanding the previous sentence, in no event shall either you or Tsai Capital be entitled to punitive damages and both you and Tsai Capital hereby waive your and Tsai Capital’s respective rights to any punitive, special, indirect or consequential damages, including, but not limited to, damages for any loss of profit, revenue or business.

    Miscellaneous

    If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

    The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

    All covenants, agreements, representations and warranties made in this Agreement, as may be amended by Tsai Capital from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement.

    This Agreement represents the entire understanding and agreement between you and Tsai Capital regarding the subject matter of this Agreement, and supersedes all other previous agreements, understandings and/or representations regarding the same.