User Agreement

Welcome to the Arosa Capital Management LP website ("Site"). By using the Site, you expressly agree to the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and Arosa Capital Management LP, and governs your access and use of the Site, which includes any text, graphics, user interfaces, information, data, tools, products, services and other content (together, "Content") available on or through the Site. You may contact Arosa Capital Management LP by e-mail at inquiry@arosacapital.com with questions about the terms and conditions of this User Agreement.

BY CLICKING "I AGREE" AT THE END OF THIS USER AGREEMENT, YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THE TERMS AND CONDITIONS CONTAINED HEREIN, WILL ABIDE BY THIS USER AGREEMENT IN ITS THEN CURRENT FORM, AND ARE LEGALLY BOUND BY THIS USER AGREEMENT.

1. Arosa Capital Management LP grants you a limited right to use the Site.

  • Your right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site.

  • At any time and for any reason we may revoke your right to use all or any portion of the Site.

  • You may not violate or attempt to violate the security of the Site.

2. The Site is owned by Arosa Capital Management LP, its affiliates and/or third parties.

  • The Site and the Content are owned by Arosa Capital Management LP, its affiliates and/or third parties and are protected by one or more copyright, patent, trademark, service trade secret and other intellectual property or proprietary rights laws.

  • You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site.

  • You may not publish, broadcast, retransmit, reproduce, modify, transfer, license, assign, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement.

  • You may view, download and print copies of any accessible Content for your personal, non-commercial use only, provided that all hard copies contain all copyright and other applicable notices. You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.

  • You may discuss information you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions.

3. You make certain representations and warranties regarding your use of the Site.

  • You represent and warrant that:

    • you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement;

    • you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and

    • you will not delete any Content.

    • you shall not use this Site at any time for any purpose that is unlawful or prohibited and shall comply with any applicable local, state, national or international laws or regulations when using this Site.

4. All Content is for informational purposes only.

  • Nothing on the Site is an offer or solicitation to buy or sell any security.

  • Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy.

  • We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable.

  • Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax, or legal advice.

  • If you would like investment, accounting, tax, or legal advice, you should consult with your own financial advisors, accountants, or attorneys regarding your individual circumstances and needs.

  • THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY, OR INVESTMENT STYLE IS NOT INDICATIVE OF NOR A GUARANTEE OF FUTURE PERFORMANCE.

5. There are various risks you assume in relying on the Content.

  • Dated Content speaks only as of the date indicated.

  • We make reasonable efforts to provide accurate Content, but at times we may not promptly update or correct the Site even if we are aware it is inaccurate, outdated, or otherwise inappropriate.

  • We may change all or any portion of the Site at any time without notice to you.

  • We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.

  • You agree we are not liable for any action you take or decision you make in reliance on any Content.

6. You must keep your password and certain Content confidential.

  • You are solely responsible for maintaining the confidentiality and security of your password. You accept full responsibility for any use of your password. You must notify Arosa Capital Management LP immediately of any actual or suspected loss, theft, or unauthorized use of your password.

  • You may not disclose any Content that is contained within the password protected portion of the Site to any third party, except to your financial, legal, or tax advisors, and others with whom you share investment decisions.

  • We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.

  • By accessing the password-protected area of this site, you agree not to invest in any posted hedge fund or alternative investment vehicle (other than hedge funds or alternative investment vehicles in which you or your affiliates are already invested, have already been solicited for or are already actively considering an investment in) for thirty (30) days after the approval of your application.  Arosa Capital Management LP reserves the right to terminate, at any time, any registered user's account with Arosa Capital Management LP (as well as access to the Site), without giving notice or a reason for such termination to the user.

  • Additionally, by accessing the password-protected area of this site, you agree to immediately contact Arosa Capital Management LP if there is any change in your status as an "accredited investor" under Regulation D promulgated under Securities Act of 1933. For individuals such changes may include, for example, a registered user's net worth declining below $1,000,000, an expectation that income for the next twelve months may total less than $200,000, or an expectation that the registered user's combined income with his or her spouse may total less than $300,000 in the next twelve months.

7. Arosa Capital Management LP is not liable for any technological problems or any impact such problems may have.

  • All or any portion of the Site may not be available and may not function properly at any time.

  • We make reasonable efforts to avoid technological problems, but at any time, the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines.

  • We take reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but we disclaim liability for any interception of data or communications.

  • We make reasonable efforts to ensure that the Site is secure, but we do not guarantee the security of the Site.

  • We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.

  • We are not liable for any defects, delays, or errors in or resulting from your use of the Site.

8. Arosa Capital Management LP is not responsible for information on any third party web site that is referenced in, or accessible or connected by hyperlink to, the Site.

  • If you access any third party web site through the Site or otherwise, you do so at your own risk.

  • Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by, or affiliation with us.

9. Arosa Capital Management has the right, but not the obligation, to monitor and record activity on the Site and respond as it deems appropriate.

  • We may monitor and record activity on the Site for any reason or for no reason.

  • We may investigate any complaint or reported violation of our policies.

  • We may report any activity we suspect may violate any law or regulation to regulators, law enforcement officials, or other persons or entities we deem appropriate.

  • We may issue warnings, suspend, or terminate use of the Site, deny access to all or part of the Site or take any other action we deem appropriate.

10. Arosa Capital Management will abide by its Privacy Policy.

  • Personal nonpublic information we gather from you will be governed by our Privacy Policy.

11. AROSA CAPITAL MANAGEMENT LP DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

  • THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER AROSA CAPITAL MANAGEMENT LP NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, TIMELINESS, FUNCTIONALITY, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER AROSA CAPITAL MANAGEMENT LP NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

  • THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. AROSA CAPITAL MANAGEMENT LP'S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  • IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, OR THE INABILITY TO USE THE SITE.

  • OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.

  • UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF AROSA CAPITAL MANAGEMENT LP, ITS AGENTS, AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE IS $100.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

13. You will be responsible for any liability to Arosa Capital Management LP that arises out of your breach of this User Agreement or your use of the Site.

  • You agree to indemnify, defend, and hold harmless Arosa Capital Management LP and its affiliates, agents, employees, and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to:

    • your use of the Site,

    • your breach of this User Agreement or any representation, warranty, or covenant made by you in this User Agreement,

    • your violation of any applicable law, statute, ordinance, regulation, or of any third party's rights, or

    • claims asserted by third parties that, if proven, would place you in breach of representations, warranties, covenants, or other provisions contained in this User Agreement.

14. YOU AGREE TO RESOLVE BY ARBITRATION ANY CONTROVERSY ARISING BETWEEN YOU AND AROSA CAPITAL MANAGEMENT LP AND/OR ANY OF OUR RESPECTIVE CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, AND EMPLOYEES.

  • With respect to the resolution of any such controversy, you further acknowledge that:

    • Arbitration is final and binding on the parties.

    • The parties are waiving their right to seek remedies in court, including the right to jury trial.

    • Pre-arbitration discovery is generally more limited than and different from court proceedings.

    • The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited.

  • Any arbitration under this User Agreement shall be conducted in New York City before a panel of three (3) arbitrators pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, except to the extent that such rules are modified by this User Agreement. Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate.

15. You will be bound by revised versions of this User Agreement that Arosa Capital Management LP posts on the Site.

  • Modifications will be effective immediately upon posting unless we indicate otherwise.

  • Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.

16. You are bound by certain other general conditions.

  • We may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void.

  • If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this User Agreement shall remain in full force and effect.

  • This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Arosa Capital Management LP concerning the subject matter hereof.

17. ELECTRONIC SIGNATURE.

  • PLEASE NOTE THAT THIS USER AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION AGREEMENT, WHICH IS SET FORTH IN SECTION 14 ABOVE.

  • THE ABOVE DISCLOSURES SHOULD BE CAREFULLY READ, UNDERSTOOD AND ACCEPTED BY YOU BEFORE YOU SIGN THIS USER AGREEMENT.

  • PLEASE CLICK "I AGREE" BELOW TO SIGN THIS USER AGREEMENT AND THEREBY LEGALLY BIND YOURSELF TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

  • CLICKING "I AGREE" IS THE EQUIVALENT OF YOU MANUALLY SIGNING THIS USER AGREEMENT.