Terms of Use

Blue Water Reporting Site - Terms and Conditions of Access


I acknowledge and agree that I am being granted access to the information contained on this electronic investor reporting platform (the “Reporting Site”) in response to my request to review certain information regarding certain funds, general partners, management companies and other entities affiliated with BWW Group LLC (or any successor thereto) or its advisory affiliates (collectively, the “Blue Water Group”) in connection with an existing investment that I or the company that I represent made in one or more private funds or special purpose entities formed and managed by the Blue Water Group (each, a “Blue Water Fund”) and, in connection therewith, I understand that my access to the Reporting Site is subject to the following conditions:


By clicking on the “I accept the Terms of Use” checkbox on the login page, I indicate my acceptance of, and agreement to comply with all of the terms and conditions contained below (the “Terms and Conditions”). I have read all of the Terms and Conditions carefully before using the Reporting Site. I acknowledge and agree that each time I or any of my officers, directors, partners, employees, members, managers, shareholders, owners, stockholders, agents, consultants, representatives, personnel and legal, tax, regulatory, financial or other professional advisors (collectively, my “Representatives”) use the Reporting Site, such use indicates my full acceptance of and agreement to abide by the Terms and Conditions in its then current form. I understand that if I do not accept the Terms and Conditions, then I shall not use this Reporting Site or access the Information (as defined below).


I acknowledge and agree that if the individual who is accepting these Terms and Conditions is acting in his or her capacity as a Representative on behalf of another individual or entity, then (i) an acceptance of these Terms and Conditions shall be deemed to be an acceptance on my own behalf as well as on behalf of such other individual or entity and (ii) references herein to “I”, “me” and “my” shall be deemed to include references to such other individual or entity.



TERMS AND CONDITIONS


  1. All of the documents, information, data, materials, tools, products, services, attachments and other content contained on the Reporting Site, including any document uploaded or posted herein or delivered separately by email or hardcopy (collectively, the “Information”), is considered highly confidential, is furnished upon my request on a confidential basis and is subject to the confidentiality requirements set forth (a) herein, (b) in the subscription documents and other documents describing the Blue Water Fund in which I am invested (the “Definitive Documents”) and (c) in any confidentiality agreement entered into between Blue Water and me (a “Confidentiality Agreement”). I will not use the Information except solely for my own informational purposes in connection with my investment in the relevant Blue Water Fund(s), and shall not use the Information for any other purpose or in any way detrimental to the Blue Water Group.

  2. I will maintain the Information in strict confidence and agree (a) that I will not download, scan or otherwise capture or recreate by any means (printed, electronic or otherwise), copy, print, transmit, reproduce, forward, distribute, communicate, divulge or disclose any of the Information, or remove any proprietary notices with respect to the Information, in whole or in part, to others except as expressly authorized by the Definitive Documents or Confidentiality Agreement or as otherwise expressly authorized by the Blue Water Group in writing, except as may be required by law or legal process or to any Representative who I have informed of the confidential nature of the Information and who (i) needs to know the Information for the exclusive purpose of assisting me with my investment in the relevant Blue Water Fund(s) and (ii) agrees to be bound by these Terms and Conditions (a “Permitted Disclosure Recipient”), (b) to return the Information to Blue Water promptly upon request, (c) to take normal and reasonable precautions to maintain the confidentiality of the Information and (d) to be responsible for any disclosure of the Information by a Permitted Disclosure Recipient or a Permitted Disclosure Recipient’s employees, agents or representatives. I will not attempt to circumvent any of the security features of the Reporting Site, and I will not enable or allow others to access the Reporting Site using my authorization. I acknowledge that irreparable harm may be caused by my failure to comply with the requirements set forth in this paragraph. In the event that I am required or requested by law or government order to disclose any Information, I will, to the fullest extent permitted by applicable law, promptly notify the Blue Water Group of any such request or requirement, the circumstances related to such disclosure and the proposed scope thereof, so that the Blue Water Group may seek an appropriate protective order or other appropriate protections. I agree to provide reasonable assistance at the request of the Blue Water Group in obtaining such protective order or, as otherwise determined by the Blue Water Group, other reliable assurance that confidential treatment will be accorded to such information and, in any event, subject to compliance with the foregoing, I agree to disclose only such information as I am legally required to disclose.

  3. I understand that the Information does not constitute an offer to sell or a solicitation of an offer to buy an interest in any security or other investment with Blue Water, and no such interest will be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful under the securities law of such jurisdiction. I understand that it is my obligation to familiarize myself with the applicable securities laws of my jurisdiction.

  4. I acknowledge that there are various risks I assume in relying on the Information. Dated Information speaks only as of the date indicated, and not as of any future date, and may not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after such applicable date. I understand that in providing access to the Reporting Site and the Information, the Blue Water Group does not undertake any obligation to provide me with access to any additional information or to correct any inaccuracies herein that may become apparent. I acknowledge that the provision of access to the Reporting Site at any time shall under no circumstances create an implication that the Information is correct as of any time subsequent to such date. All or any portion of the Information in the Reporting Site is subject to change, completion, or amendment without notice to me. I hereby acknowledge and agree that the Blue Water Group does not review any Information for, and expressly disclaims any and all responsibility or liability related to, the accuracy, completeness, usefulness for any purpose, or compliance with applicable law and will not be liable to me with respect to my use or reliance upon any of the Information.

  5. I acknowledge and agree that I have received a password to access the Reporting Site and that I am solely responsible for maintaining the confidentiality and security of such password and accept full responsibility for any use of such password. I will not attempt to exceed my authorized access level or circumvent any of the security features hereof, and will not enable or allow others to access the Reporting Site using my authorization. I will notify the Blue Water Group immediately of any actual or suspected loss, theft or unauthorized use of my username or password. If I access any third-party web site through the Reporting Site or otherwise (including any web site that is referred in, or accessible or connected by hyperlink to, the Reporting Site), I acknowledge that I do so at my own risk. The Blue Water Group has the right but not the obligation to monitor and record activity on the Reporting Site and respond as it deems appropriate for any reason or no reason. All or any portion of the Reporting Site may not be available and may not function properly at any time. The Blue Water Group reserves the right at any time and from time to time to modify or discontinue temporarily or permanently, the Reporting Site (or any part thereof) with or without notice. I agree that the Blue Water Group shall not be liable to you or any third party for any modification, suspension or discontinuance of the Reporting Site. The Reporting Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. The Blue Water Group does not guarantee the security of the Reporting Site.

  6. I acknowledge and agree that, in no event, shall any member of the Blue Water Group be liable hereunder, under any theory of liability whatsoever (including, but not limited to, negligence and strict liability) for any direct, indirect, incidental, special, punitive or consequential damages or for loss of profits, revenue, data or programming, (whether in an action in contract, tort, product liability, statute or otherwise (even if such person or entity has been advised of the possibility of such damages)) arising out of (a) my use of the Reporting Site, including, but not limited to, any loss or damage caused by any reliance on, or any delays, inaccuracies, errors or omissions in, any Information accessed on or through the Reporting Site, (b) any transaction entered into through or from the Reporting Site, (c) my inability to use the Reporting Site for whatever reason, including, but not limited to, communications failure or any other failure with transmission or delivery of any information accessed on or though the Reporting Site, (d) the deletion, correction, destruction, damage, loss or failure to store any information, (e) unauthorized access to the Reporting Site and unauthorized alteration to transmissions or data, (f) statements or conduct of any third party on the Reporting Site or (g) any other matter relating to or otherwise in connection with the Reporting Site or the Information. I acknowledge and agree that the Blue Water Group’s liability is limited even if the Blue Water Group has been advised of the possibility of the damages that I may suffer or if any remedy I have fails of its essential purpose. Because some jurisdictions do not allow the exclusion of certain warranties or limitation or exclusion of liability for incidental or consequential damages, I agree that in such jurisdictions the Blue Water Group’s aggregate liability will be limited to the fullest extent permitted by the laws of that jurisdiction. In no event shall the total liability of the Blue Water Group to me and my Representatives for all loss or damage exceed $50.00 in aggregate. I agree that I will be solely responsible for, and that you will exculpate, indemnify, defend and hold harmless each member of the Blue Water Group from and against any and all actions, suits, proceedings, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to me or any of my Representatives’ use of the Reporting Site. I acknowledge that the Blue Water Group reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but that I must still indemnify the Blue Water Group for all liabilities, losses or damages. I agree to provide the Blue Water Group with whatever cooperation it reasonably requests.

  7. I ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION OR CLAIM I MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OF USE OR THE REPORTING SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS OTHERWISE REQUIRED BY LAW.

  8. I agree that irreparable damage would occur to the Blue Water Group and the applicable Blue Water Fund(s) and their investments in the event that any of the provisions of these Terms and Conditions were not performed in accordance with their specific terms or were otherwise breached, and monetary damages would not be a sufficient remedy for any such breach. Accordingly, I hereby acknowledge and agree that, in addition to all other remedies available under applicable law, the Blue Water Group shall be entitled to specific performance and injunctive or other equitable relief as a remedy for actual breaches or in order to prevent threatened breaches of the provisions of these Terms and Conditions. In the event of litigation relating to the terms of these Terms and Conditions, if a court of competent jurisdiction determines that I or any of my affiliates or Representatives have breached these Terms and Conditions, I will reimburse the Blue Water Group for all costs, fees and expenses (including, without limitation, all legal fees and expenses) incurred by or on behalf of the Blue Water Group.

  9. I represent and warrant to the Blue Water Group that I have: (a) full authority and all rights necessary to enter into and fully perform all of my obligations pursuant to these Terms and Conditions and (b) not and I will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms and Conditions. I am making the representations herein on my own behalf and, if I am invested on behalf of a company or any other person, on behalf of such company or person. The Blue Water Group may rely on my representations herein as being duly authorized by, and binding upon, such company or person.

  10. I agree that the Blue Water Group may revoke or otherwise terminate my access to the Reporting Site, or any portion thereof, at any time, without notice for any reason, including, but not limited to, in the event the Blue Water Group believes that I have breached or attempted to breach these Terms and Conditions. I agree that the Blue Water Group shall not be liable to me or any other person or entity for any revocation or other termination of my access to the Reporting Site or any portion thereof.

  11. I acknowledge and agree that the databases for the Reporting Site are maintained by third-party providers and I hereby consent to the transfer and/or storage of any data or information that I provide to or otherwise transmit via the Blue Water Group or the Reporting Site.

  12. I acknowledge that the Reporting Site is hosted by a third-party service provider and I hereby agree that the Blue Water Group does not bear any responsibility or liability with respect to the creation, operation or maintenance of the Reporting Site.

  13. I acknowledge and agree that the Blue Water Group exclusively owns, or has been licensed by third parties to use, all right, title, and interest in and to the Reporting Site and Information and further agree that nothing within the Reporting Site or Information shall be construed as granting, by implication, estoppel or otherwise, any right, title or interest in or to the Reporting Site or any Information, or any copyright, patent, database right, image, tradename, trademark (registered or unregistered), trade dress, logo, service mark, or any other indicia of source or origin related thereto. I further acknowledge and agree that no act of downloading or otherwise copying from the Reporting Site will transfer title or constitute a license to me or any third party to any Information.

  14. DISCLAIMER OF WARRANTIES. THE REPORTING SITE AND INFORMATION ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ARE PROVIDED WITHOUT WARRANTIES, CLAIMS, OR REPRESENTATIONS MADE BY THE BLUE WATER GROUP, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE REPORTING SITE OR ANY INFORMATION, INCLUDING WARRANTIES OF TITLE, QUALITY, ACCURACY, CURRENCY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. THE BLUE WATER GROUP IS UNDER NO OBLIGATION TO PROVIDE OR OTHERWISE MAKE AVAILABLE ANY INFORMATION AND THE BLUE WATER GROUP FURTHER ASSUMES NO RESPONSIBILITY FOR, AND MAKES NO WARRANTIES THAT, INFORMATION OR FUNCTIONS AVAILABLE THROUGH THE REPORTING SITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM OTHER FAILURES, THAT DEFECTS WILL BE CORRECTED, THAT THE INFORMATION, THE REPORTING SITE OR THE SERVER THAT MAKE IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE REPORTING SITE OR INFORMATION WILL MEET MY REQUIREMENTS OR BE COMPATIBLE WITH MY HARDWARE. I ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE REPORTING SITE AND THE INFORMATION REMAINS WITH ME TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE BLUE WATER GROUP SHALL NOT BE LIABLE FOR ANY DAMAGES TO, VIRUSES THAT MAY INFECT, OR SERVICES, REPAIRS, OR CORRECTIONS THAT MUST BE PERFORMED ON, MY COMPUTER OR OTHER PROPERTY ON ACCOUNT OF MY ACCESSING OR USE OF THE REPORTING SITE OR THE INFORMATION. I FURTHER ACKNOWLEDGE AND AGREE THAT THE INTERNET IS NOT ESTABLISHED OR MAINTAINED BY THE BLUE WATER GROUP, THAT THE BLUE WATER GROUP HAS NO CONTROL OVER THE INTERNET, AND THAT THE BLUE WATER GROUP IS NOT LIABLE FOR THE SECURITY OR INTEGRITY OF INFORMATION OR DATA TRANSMITTED TO OR THROUGH THE SPACE, THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT, DELAY OR PROHIBIT THE OPERATION OF THE REPORTING SITE. THE BLUE WATER GROUP DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. I FURTHER ACKNOWLEDGE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE MAY NOT APPLY TO ME.

By clicking on the “I accept the Terms of Use” checkbox on the login page, I acknowledge that I have read, understand, and agree to the above Terms and Conditions.



CONSENT TO ELECTRONIC DELIVERY OF U.S. INTERNAL REVENUE SERVICE SCHEDULE K-1 AND DISCLOSURE STATEMENT


As a limited partner of a Blue Water Fund or any other entity classified as a partnership for U.S. federal income tax purposes by reason of your purchase of a limited partner interest in a Blue Water Fund (e.g., because of the use of an alternative investment vehicle to make an investment), if after reading the below information you choose to consent, notwithstanding anything to the contrary in the Amended and Restated Limited Partnership Agreement under which the Blue Water Fund is constituted (the “Partnership Agreement”), to receive U.S. Internal Revenue Service Schedule K-1 (“K-1 statements”) in respect of the Partnership through electronic delivery, please click on the “I accept the Terms of Use” checkbox on the login page.


I hereby acknowledge the following:


  1. If I choose not to consent to electronic delivery or if I subsequently withdraw my consent to electronic delivery, paper copies of K-1 statements will be furnished to me, through mail or hand delivery.

  2. This consent applies to each K-1 statement required to be furnished to me by the Blue Water Fund after this consent is given until I withdraw consent following the procedure set out in paragraph 4 below.

  3. Notwithstanding my consent, I am entitled to receive paper K-1 statements upon request. The Blue Water Fund will NOT treat my request for paper K-1 statements as a withdrawal of consent. If I wish to withdraw consent, I understand that I must do so affirmatively.

  4. I may withdraw my consent in writing at: Blue Water Advisors LP, One North Federal Highway, Suite 300, Boca Raton, Florida 33432, or by email at ir@bwalp. The withdrawal of consent will be effective within 60 (sixty) days of receipt by the Blue Water Fund of such withdrawal notice and will be confirmed in writing by the Blue Water Fund by mail at my address on record. A withdrawal of consent does not apply to a K-1 statement that was furnished electronically before the withdrawal takes effect.

  5. The Blue Water Fund will cease to furnish K-1 statements, electronically or otherwise, beginning with the year after the year in which I cease to be a limited partner of the Blue Water Fund.

  6. I can contact the General Partner's representative in writing at ir@bwalp.com to communicate any changes in my contact information. The General Partner may email me if the contact information for the General Partner's representative changes.

  7. The K-1 statements will be furnished to you as a PDF (portable document format) file on the Reporting Site which is powered by Backstop Solutions Group. The General Partner will notify you via email when K-1 statements are available on the Reporting Site. The K-1 statements may need to be printed and attached to a U.S. federal, state, or local income tax return.

  8. Each K-1 statement will be available to you on the Reporting Site for at least 12 (twelve) months following the end of the tax year to which the K-1 statement relates or 6 (six) months after the date the K-1 statement is issued, whichever is later.

Technical Requirements: You may download a free copy of Adobe Acrobat Reader, which will allow you to view the K-1 statements, by visiting http://get.adobe.com/reader. This page contains information about the system requirements needed to use the software. Alternatively, you may be able to use an alternative pdf reader software.


By clicking on the “I Accept the Terms of Use” checkbox on the login page, I confirm that (a) I consent to electronic receipt of K-1 statements in respect of (i) my interest in a Blue Water Fund and (ii) any other entity classified as a partnership for U.S. federal income tax purposes that I own an interest in by reason of my purchase of limited partner interest in the Blue Water Fund and (b) I am able to access the Reporting Site and open PDF documents furnished there.