You are being granted access to this online Backstop Portal (the “Portal”) to review documents that are typically viewed in a Woodline Partners (“Woodline”) office solely for purposes of evaluating a potential investment in one of Woodline's advised funds (each a “Fund”) or performing diligence of an investment in a Fund. These terms of access (the “Terms”) set out the terms and conditions pursuant to which you will be given access to the Portal. Woodline has made the information available on this Portal (the “Exchange Data”) with the understanding that you will not download, print, photograph, screenshot or reproduce the Exchange Data or distribute or otherwise share the Exchange Data to or with any person. Woodline may in its absolute discretion, from time to time, change, supplement or substitute these Terms at any time without prior notice.
All Exchange Data contained in the Portal is confidential and shall remain the property of Woodline. By clicking “agree”, you acknowledge you (a) have read, understand and agree to abide by these Terms and (b) agree to strictly maintain the confidentiality of all Exchange Data, including, without limitation, by to taking normal and reasonable precautions to maintain such confidentiality and prevent the unauthorized disclosure of any Exchange Data to any third party. In addition, the Exchange Data may be protected under the terms of a confidentiality agreement between you/your company and Woodline, and in such case these Terms do not supersede or replace any terms of such confidentiality agreement.
You further acknowledge, agree and represent that:
The Exchange Data is for information purposes only, may not be relied on as legal, tax or investment advice and should not be construed as a recommendation of any kind. The Exchange Data does not constitute a recommendation, prospectus, offering memorandum, an offer to sell, a solicitation or an offer to purchase limited partnership interests in a Fund, nor does it form the basis of any transaction documents that are binding on the parties or any warranties or representations contained in those documents. Interests in a Fund are available for subscription only on the basis of the offering memorandum, limited partnership agreement and subscription agreement (the “Offering Documents”), which are provided only to investors who satisfy the applicable eligibility criteria for investment in those jurisdictions where permitted by applicable law. The Exchange Data in this Portal is superseded and qualified in its entirety by the Offering Documents, which contain additional information about the investment objective, terms and conditions of an investment, tax information, and risk disclosures that are important to any investment decision regarding a Fund. Investors should review the terms of the Offering Documents with due care and appropriate professional advice, paying particular attention to the risk factors in the Offering Documents. The General Partner of a Fund may decline to accept any subscription.
There can be no assurance that a Fund will achieve the targeted return or other specified targets that ma be reflected in the Exchange Data and there is no guarantee against losses resulting from investment in a Fund. Investment in a Fund carries the risk of loss of capital and investors should review the terms of the Offering Documents with due care and appropriate professional advice. An investor in a Fund could lose all or a substantial amount of his or her investment.
Certain Exchange Data constitutes “forward‐looking statements”, which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue,” “target” or “believe” (or the negatives thereof) or other variations or comparable terminology. Furthermore, any projections, forecasts and targets in this Portal, including estimates of returns or performance, are “forward‐looking statements” and are based upon certain assumptions that may change. The projections, forecasts, and targets have been prepared and are set out for illustrative purposes only, and no assurances can be made that they will materialize. Any assumptions should not be construed to be indicative of the actual events that will occur. Actual events are difficult to predict and may depend upon factors that are beyond the control of Woodline or a Fund and any relevant third parties. Certain assumptions have been made to simplify the document, and accordingly actual results may differ, perhaps materially, from those presented and the performance and thus any projections, forecasts, and targets. Actual results could be materially worse than the projections, forecasts, and targets presented herein. Due to various risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward‐looking statements.
Return and other targets are used for measurement or comparison purposes over the time period indicated and only as a guideline for prospective investors to evaluate the investment strategies of a Fund and the accompanying risk/reward ratios. Performance may fluctuate, especially over periods shorter than that indicated. Targets are subjective determinations by Woodline based on a variety of factors, including, among others, investment strategy, prior performance of similar products, risk tolerance and market conditions. Targeted returns and other targets should not be relied on as indications of future performance. No representation or assurance is made that a Fund will or is likely to achieve its objectives or targets.
The Portal is not complete, may change and is subject to and qualified in its entirely by, the more complete disclosures, risk factors and other information in the Offering Documents. Certain information has been obtained from third-party sources and, although believed to be reliable, has not been independently verified; its accuracy or completeness cannot be guaranteed.
Woodline does not, nor does any officer, employee or representative (including any adviser, consultant or agent) of Woodline (each a “Representative”), make any representation or warranty (express or implied) as to, or assume any responsibility or liability for, warranties of and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and the availability, reliability, accuracy or completeness of, or any errors in or omissions from, the Portal. Woodline does not warrant that the Portal is free of viruses or other harmful components. No representation, guarantee or warranty is given as to the accuracy, currency, completeness, likelihood of achievement or reasonableness of any forecasts, projections or forward-looking statements made available to you or to any person as part of or in connection with your diligence. The Exchange Data in the Portal is furnished as of the date shown and will not be updated or revised to reflect information that subsequently becomes available.
Woodline (i) reserves the right at any time to modify or discontinue, temporarily or permanently, your access to or use of the Portal or any of your logins or passwords with or without notice; (ii) reserves the right to update the Portal and change the content at any time; and (iii) may, without notice and without explanation temporarily or permanently suspend your access to the Portal or close the Portal indefinitely.
The availability and functioning of the Portal requires and is dependent on the availability and functioning of services and equipment provided by you or third parties that are beyond the control of Woodline or its Representatives.
If you have any questions or comments about these Terms, please feel free to contact us at compliance@woodlinepartners.com.