Terms of Use

The following are the terms of use for the Third Eye Capital website (www.thirdeyecapital.com) (the “site”). Your access to the Site is conditioned upon and subject to your agreement to these terms of use. By logging into, visiting, registering for or otherwise using the site in any manner you have entered into a binding contract (the “agreement”) with each of Third Eye Capital Management Inc., Third Eye Capital Corporation, and Third Eye Capital ABL opportunities SARL (collectively, “Third Eye Capital”) which you understand and accept and which agreement is made by you for valid and sufficient consideration and is enforceable against you in accordance with its terms. If you do not agree with these terms of use you should not access the site or any pages thereof.

1. Reliance. This Site is being provided for your convenience. Password-protected access to the Site, if granted by us, will be granted in reliance upon your complete and unconditional assent to the terms of this Agreement and in reliance upon the representations and warranties made by you and submitted to us in the registration section of this Site and will be used solely in a manner conforming to applicable laws and regulations and in accordance with the other terms of this Agreement.

2. Disclaimer. While Third Eye Capital endeavors to provide information on this Site that is complete, accurate and timely, we make no representation or warranty, express or implied, as to the completeness, accuracy, reliability or timeliness of the Site. As this Site is provided solely for the convenience of investors and prospective investors and not as an offering or solicitation to buy or sell any security, or as a legally sufficient reporting mechanism, only materials received directly from Third Eye Capital can be deemed complete, accurate and timely for the purposes of any offering or solicitation to buy or sell any security or any legally sufficient reporting in respect of any security, or any fund for which Third Eye Capital Management Inc. acts as advisor, or of any material matter relating to any of the foregoing. Accordingly, the information provided on this Site is provided “as is” and without warranties of any kind either expressed or implied and without any representation as to the truth, accuracy, or completeness of any of the material contained herein. To the fullest extent permissible pursuant to applicable law, Third Eye Capital disclaims all warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and availability. Third Eye Capital does not warrant, either expressly or impliedly, the accuracy, reliability or completeness of the information, text, graphics, links or other items contained on this Site. Third Eye Capital does not represent or warrant that use of the site will be uninterrupted or error-free, or that errors or defects on the site will be corrected, or that the site will be free of viruses or other harmful code or “back doors.”

3. Site for Information Purposes Only. The information provided on this Site is provided for informational purposes only. This Site is not intended to provide any investment, tax, legal, or other commercial advice, and nothing on this Site should be construed as a recommendation, by us or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. No information contained on this Site constitutes an offer, or a solicitation to buy or sell any security. Nothing contained on this Site constitutes investment, legal, tax or other advice and is not to be relied on in making an investment or other decision.

4. Disclaimer of Liability; Indemnity. Third Eye Capital is not liable to you for the accuracy or completeness of any site content or third party content. The contents of this Site are provided to you for personal use for informational purposes only and is subject to change without notice. Links to other websites from this website are for convenience only. No endorsement of any third party products, services or information is expressed or implied by any information, material or content referred to or included on, or linked from or to this website. Third Eye Capital shall not be liable to you or any third party for any damages arising from any actions or investment decisions taken by you based on the accuracy of the data presented through this Site. Third Eye Capital expressly disclaims any and all liability for errors and omissions in these materials and for the use or interpretation by others of information contained on the Site. Third Eye Capital will not be responsible for any loss or damage that could result from interception by third parties of any information made available to or by you via this Site. Neither Third Eye Capital, nor any of its affiliates, directors, officers or employees, nor any third party vendor retained by Third Eye Capital will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this Site, or resulting from the act or omission of any other party involved in making this Site or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the Site or these materials, whether or not the circumstances giving rise to such cause may have been within the control of Third Eye Capital or of any vendor providing software or support services for this Site. In no event will Third Eye Capital, its affiliates or any such parties be liable to you for any direct, special, indirect, consequential, incidental damages or any other damages of any kind, however caused, arising out your use of this Site, even if Third Eye Capital or any other party have been advised of the possibility thereof, including any damages you may suffer if you transmit confidential or sensitive information to us or if we communicate such information to you at your request over the internet. Decisions based on information contained on this Site are the sole responsibility of the user, and in exchange for using this Site, the user agrees to hold Third Eye Capital harmless against any claims for damages arising from any decisions that the user makes based on such information.

5. Restrictions on Use of Materials. This Site is owned and operated by Third Eye Capital. All information contained on the password-protected portions of the Site is confidential and intended solely for persons who obtain a user ID and password to use this Site. Any person who obtains such user ID and password will be granted a limited license to navigate and view the contents of this Site for informational purposes and not for any commercial use. The license to use this site, if granted, is revocable at any time in our sole discretion. Any commercial or public use of this Site or any portion hereof is strictly prohibited. Except as otherwise permitted in writing by Third Eye Capital, no text, graphics, video, audio, software code, user interface design, logos or any other content of this Site may be used, modified, framed, copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on this Site for use in connection with an investment in the funds advised by Third Eye Capital, only if you preserve and retain all copyright and other proprietary notices contained on the materials. Downloading material from this Site does not transfer to you any title to such material. Third Eye Capital neither warrants nor represents that your use of materials displayed on this Site or links will not infringe rights of the third parties not owned by or affiliated with Third Eye Capital. You may not use this Site in any manner that could damage or overburden any Third Eye Capital server or any network connected to any Third Eye server or that could interfere with any other person’s use of the Site.

6. Securities Laws. The units of the Third Eye Capital Alternative Credit Trust Fund are distributed exclusively by the fund by way of a private placement. Units of the fund can only be offered in those jurisdictions where, and to those persons to whom, they may be lawfully offered for sale. The offering memorandum of the Third Eye Capital Alternative Credit Trust is not, and under no circumstances is it to be construed as, a prospectus or an advertisement or a public offering of these securities. No securities commission or similar regulatory authority in Canada has reviewed this Offering Memorandum nor has it in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence. No prospectus has been filed with any such authority in Canada in connection with the securities offered hereunder.

The issue and sale of shares of the Third Eye Capital ABL Opportunities Fund is restricted to investors who qualify as “well-informed investors” as defined in Article 2 of the Luxembourg Law of February 13, 2007 on specialized investment funds. The offering of interests in the Fund has not been registered with the United States Securities and Exchange Commission (the “SEC”) because the Fund is exempt from this requirement. This exemption is dependent, among other things, upon interests being offered to prospective investors meeting certain qualification criteria. In order to have password-protected access to this Site you must satisfy the criteria for both an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated by the SEC pursuant to the Securities Act of 1933 (as amended) and the criteria for a “qualified purchaser” for the purposes of Section 3(c)7 of the Investment Company Act of 1940 (as amended, the “’40 Act”) and as such term is defined in Section 2(a)51 of the ’40 Act. Applicants for the purchase of interests in the Fund will be required to be non-U.S. Persons or U.S. Persons that meet the foregoing criteria. The representations and warranties made by you on the registration page of this Site and submitted to us will be used to determine whether you satisfy the criteria set forth herein.

7. Privacy. The information obtained by us from you during the registration process is intended to determine your qualification to receive a user ID and password for this Site. Such information will be retained by us in order to correlate it to your use of the Site and for our records in respect of your status as a prospective investor or investor. We will not disclose this information to any third party unless required to do so by law.

8. Password-Protected Pages. Some areas of this Site are available only through the use of a user ID and password issued by Third Eye Capital. You agree to request user IDs and passwords only for yourself and for those persons authorized by you to access this Site. You also represent to Third Eye Capital that you, and any person designated by you as authorized to access the Site, are duly authorized to accept these Terms of Use on behalf of your organization. By accepting a user ID and password, you agree to provide true, accurate, current, and complete information about yourself and any of your authorized persons on the registration page for a user ID and password, and Third Eye Capital is entitled to rely on any such information. You also agree not to distribute your user ID and password to any other person. If you are using an area of this Site that requires a user ID and password, you must log off when you are done viewing information or anytime you leave your computer. You agree to notify Third Eye Capital if a user ID or password needs to be terminated; for example, due to a user’s departure from the company or change in job role. Finally, you must keep any correspondence you receive relating to this Site (including, but not limited to, your user ID, your password, other registration information, e-mails, or any other information) confidential and in a safe place.

9. Confidentiality. This entire Site constitutes the confidential proprietary information of Third Eye Capital except to the extent that any of it is finally adjudicated by a court of law to be in the public domain. By entering into this Agreement you agree to maintain the confidentiality of this Site and the information contained on any page hereof and in whatever form (collectively, the “Confidential Information) by not disclosing any of the same to any person outside your organization, provided, that the definition of Confidential Information shall not include any information that is: (a) generally available in the public domain, (b) disclosed to you by an independent source not subject to any confidentiality obligation to Third Eye Capital, (c) already known to you prior to the date of this Agreement, or (d) disclosed pursuant to a court order.

10. Submissions. E-mail submitted through this Site should be considered neither secure nor confidential. Third Eye Capital makes no representation whatsoever concerning the security or confidentiality of your email messages and specifically makes no representation that any e-mail message submitted through this Site will be received by Third Eye Capital. Any communications or material you transmit to this Site by electronic mail or otherwise, including data, questions, comments, or suggestions will be treated as non-confidential and nonproprietary and will become the property of Third Eye Capital or its affiliates. Such communications or material may be used for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, posting, product development, and marketing.

11. Trademarks and Copyrights. Third Eye Capital owns and operates this Site. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this Site without the written permission of Third Eye Capital or the third party that may own the trademarks displayed on this Site. Your use of the trademarks displayed on this Site, except as provided herein, is strictly prohibited. Images displayed on this Site are either the property of, or used with permission by, Third Eye Capital. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted herein. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications or other regulations or statutes. If you download any information or software from this Site, you agree that you will not copy it or remove or obscure any copyright or other notices or legends contained in any such information.

12. Applicable Law and Venue; Integration. Any action arising out of these Terms of Use or the Site shall be litigated in, and only in, courts located in Ontario, Canada, and you agree to submit to the exclusive jurisdiction of those courts and further agree that they are a convenient forum for you. The Terms of Use will be governed and interpreted under the laws of the province of Ontario and the laws of Canada. If any provision of these Terms of Use is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and will not affect the validity and enforceability of the remaining provisions. The preceding Terms of Use set forth herein constitute the entire agreement between Third Eye Capital and the user relating to the subject matter herein. Failure by Third Eye Capital to enforce any provision(s) of this Agreement shall not be construed as a waiver of any provision or right.

14. Changes to Terms of Use. Your use of this Site is governed by the version of the Terms of Use in effect on the date that the Site is accessed by you. Third Eye Capital reserves the right, at our discretion, to amend, change, modify, add, or remove portions of these Terms of Use at any time and without notice by updating this posting. Accordingly you should check these Terms of Use for changes from time to time. If you use this Site after we post changes to the Terms of Use, you accept the terms as changed. If you do not agree to these terms as changed, you are not granted permission to use this Site.

15. Notice. Third Eye may give notice at any time of its revocation of the user’s access to the password protected portions of this Site. Such notice (if any) will be sent to the address specified by the user in its registration page submission. Any notice delivered by a user to Third Eye Capital shall be submitted by email to us.

16. Termination
Third Eye Capital may restrict, suspend or terminate the Terms of Use or your access to, and use, of all or any part of the Site, including any links to third-party sites, at any time, with or without cause, in its absolute direction, and without prior notice. The Terms of Use shall continue to apply to all prior use of the Site. Applicable sections of the Terms of Use shall survive termination of your use of or access to the Site. These Terms of Use inure to the benefit of Third Eye Capital, its successors and assigns.