© 2019 SMI Group LLC.  All Rights Reserved.  Terms of Use  Privacy Policy

Website Terms of Use

Please read this information carefully before using this Site and the materials accessible through this Site. By using this Site, you are agreeing to be legally bound by the following terms. We reserve the right to amend these terms. Your continued use of this Site constitutes your agreement to such changes.

 

SMI Group LLC (referred to herein as “SMIG” and together with its subsidiaries as “SMI Group”) maintains this website and other websites that are linked to this website (together with their Contents (as defined below), referred to collectively as the “Site”) for informational purposes only and only for the lawful purposes described below.

 

SMI Group and the managers, members, officers, managing directors, senior advisors, associates, analysts, advisors, employees and other professionals of any SMI Group entity are individually and together with SMI Group referred to below as “SMI Group Persons.”

 

LIMITED LICENSE

 

Subject to the terms of this Site, SMI Group grants you a non-exclusive, non-transferable, limited right to display this Site and download the content displayed on this Site (the “Content”) solely to view general information regarding SMI Group’s businesses and, if you are a limited partner in any of SMI Group’s investment funds, to access certain information regarding your interest in that fund.

 

You agree to treat the information you obtain from the Site that requires a password or similar identification procedure as confidential. This does not include the right to reproduce, modify, make collections or compilations of, distribute, or publicly display the Site or the Content. You must not transfer the Content to any other person or entity. You must retain, on all copies of the Content downloaded, all copyright and other proprietary notices contained in the Content. You agree to abide by all additional restrictions displayed on the Site from time to time. Any unauthorized use of the Site, misuse of passwords and/or any other information listed on the Site is prohibited. Except as expressly provided herein, SMI Group does not grant you any express or implied license or permission under any patents, trademarks, copyrights or trade secret information.

 

You agree to access the Content and this Site manually, by request, and not automatically, through the use of a “bot” or similar program, or by other means. You agree not to take any action, alone or with others, that would interfere with the operation of this Site, to alter this Site in any way, or to impede others’ access to and freedom to enjoy and use this Site as made available by SMI Group.

 

ACCEPTANCE OF CONTRACT TERMS; GOVERNING LAW; JURISDICTION

 

In exchange for accessing, browsing and/or using the Site, you agree to be bound by these terms and to comply with all applicable laws and regulations, including, without limitation, U.S. export and re-export control laws and regulations. You represent you have the legal authority to accept these Web Site Terms of Use on behalf of yourself or any party you represent. If any provision of these Web Site Terms of Use is held to be invalid by any law, rule, order or regulation of any governmental entity or by the final determination of any court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provision of these Web Site Terms of Use.

 

If you do not agree to these terms, please do not access or use this Site.

 

The Site is controlled and operated in whole or in part by SMIG from its offices within the United States.

 

BY ACCESSING THE SITE YOU AGREE THAT THE STATUTES AND LAWS OF THE UNITED STATES AND OF THE STATE OF CALIFORNIA, U.S.A., WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, WILL APPLY TO ALL MATTERS RELATING TO USE OF THE SITE, INCLUDING WITHOUT LIMITATION THESE DISCLAIMERS, AND YOU AGREE THAT ANY LITIGATION SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL OR STATE COURTS IN LOS ANGELES COUNTY, CALIFORNIA, U.S.A.

ADDITIONAL DISCLOSURE TO INTERNATIONAL USERS

 

The information provided on this Site or in any communication containing a link to this Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject SMI Group to any registration requirement within such jurisdiction or country.

 

Those who access the Site from other locations do so at their own risk and are responsible for compliance with applicable local laws. SMI Group makes no representation that the Content in the Site is appropriate or available for use in other locations, and access to it from territories where the Content is illegal is prohibited.

 

Prior to accessing the Site, users are required to ensure themselves whether the information available on this Site can be accessed and utilized in their respective jurisdictions and observe any relevant restrictions thereto. The user shall be solely responsible for compliance with all applicable laws and shall satisfy that they are not subject to any regulatory requirements which restrict or prohibit them from accessing or using the Site. You acknowledge that SMI Group reserves the right in its sole discretion to refuse or terminate access to the Site by you at any time.

 

The services and facilities have not been registered under any securities law of any foreign jurisdiction and are only for the information of any person in any jurisdiction where it may be lawful to offer such services and facilities. SMI Group will not undertake any requisite registration within any prohibited jurisdiction.

 

ACCURACY OF INFORMATION – NO WARRANTY OR RELIANCE

 

THE CONTENT ON THIS SITE MAY CONTAIN INACCURACIES AND ERRORS. SMI GROUP DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THIS SITE. SMI GROUP DISCLAIMS ANY DUTY TO UPDATE THIS SITE.

 

THIS SITE, THE INFORMATION AND CONTENT ON THIS SITE, AND, TO THE EXTENT APPLICABLE, ANY SOFTWARE MADE AVAILABLE ON THIS SITE, ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL SMI GROUP BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEBSITE, OR ON ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON A USER’S INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF A USER IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO

NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

 

BIOGRAPHICAL AND TRANSACTIONS INFORMATION PERTAINING TO SENIOR PROFESSIONALS AND OTHER PROFESSIONALS REFERENCED IN THE SITE HAVE BEEN PROVIDED BY THE INDIVIDUALS. SMI GROUP HAS NOT INDEPENDENTLY VERIFIED THE INFORMATION, THOUGH SMI GROUP IS NOT AWARE OF ANY MATERIAL INACCURACIES THEREIN.

 

This Site, and access to the Site, may not be available at all times and may be impeded by a range of factors including technology failures or lack of capacity. You are responsible for obtaining and maintaining your own information and communications technology in order to access the Site.

 

Information supplied herein is based on the knowledge of the authors, including, in numerous instances, their inferences from publicly available information. These inferences are not always correct. Users of the Site must understand that there are likely errors of omission and/or commission in the contents of the Site. SMI Group is not liable for these errors, even if the errors resulted from the acts or omissions of SMI Group’s employees or other SMI Group Persons. See below for further limitations on liability. All information provided on this site and all opinions expressed are subject to change without notice.

 

Nothing contained on this Site constitutes financial, legal, tax or other advice, nor is any information or material on this Site to be deemed a recommendation to buy or sell any securities or is to be relied upon for the purpose of making or communicating investment or other decisions. Any transactions listed on this Site are included only as representative transactions.

 

You understand that SMI Group shall not be liable for damage or loss resulting, directly or indirectly, from any failure, delay or interruption of this website due to a negligent act of SMI Group or due to any act, event or occurrence beyond the control of SMI Group.

 

THIRD-PARTY SITES

 

As a convenience to you, SMIG may provide, on this Site, links to websites operated by other persons or entities. If you use these sites, you will leave this Site. Should you leave the SMIGllc.com Site by way of a link and view content not provided by SMIG, you do so at your own risk. When you access a non-SMI Group website, please understand that it is independent from SMI Group, and that SMI Group has no control over the content on that website. In addition, a link to a non-SMIG website does not mean that SMI Group endorses or accepts any responsibility for the content, or the use, of such website. SMI Group expressly makes no warranty or representation regarding, and does not endorse, any linked websites or the information appearing thereon or any of the opinions, ideas, products or services described thereon. Links do not imply that any linked website is authorized to use any of SMI Group’s trademarks, trade names, logos or copyright symbols. In addition, these websites may be governed by a different privacy policy or security practices from this Site, so it is important that you read the policies of those sites before sharing your personal information. Users shall comply with request(s) of SMI Group or any of the third-party providers to protect their respective rights in the information and services available on the Site.

 

It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

 

EXTERNAL LINKS TO THIS SITE

 

SMI Group shall have no liability for third-party content or websites linking to or framing this Site. All links to this Site must be approved in writing by SMI Group, except that SMI Group consents to links in which: (i) the link is a text-only link containing only the name “SMI Group LLC”; (ii) the link “points” only to www.SMIGllc.com and not to deeper pages; (iii) when activated by a user, the link displays that page full-screen in a fully operable and navigable browser window and not within a “frame” on the linked website; and (iv) the appearance, position, and other aspects of the link neither creates the false appearance that an entity or its activities or products are associated with or sponsored by SMI Group nor damages or dilutes the goodwill associated with SMI Group’s name or trademarks. SMI Group reserves the right to revoke this consent to link at any time.

 

NOT A SOLICITATION, RECOMMENDATION OR ADVICE

 

The Contents of this Site are prepared by SMIG for general information purposes only and should not be construed as an offer or solicitation or advice or recommendation. Nothing contained on this Site shall be construed to be advice, invitation, inducement, offer, recommendation or solicitation for investment or disinvestment in any security or other financial instrument or as investment advice.

 

This Site is not, and should not be construed as, a research report. SMI Group and any affiliate may trade for its own accounts in any of the securities of any issuers mentioned herein or in related investments, and SMI Group may also from time to time perform or solicit investment banking or other services for, or from, any entity mentioned herein.

 

SMI Group has not considered the investment objectives, financial situation or particular needs of the user. It is the responsibility of the user to evaluate all such matters.

 

You understand that no information on this Site is to be construed as an offer to purchase or sell or solicit an offer to sell or purchase any security. Further, no offer to purchase or sell or solicitation of an offer to sell or purchase a security, product or service will be made by any SMI Group entity or employee if such entity, individual, security, product or service is not appropriately registered in the jurisdiction in which such registration would be required.

 

SMI Group does not provide, nor does it intend to provide, legal, tax, accounting or investment advice through this Site. Users of this Site are encouraged to consult their own legal and tax advisor before making any decision or taking any action.

 

Any discussion of transactions, securities or investments should not be construed as a recommendation or an offer or solicitation to buy or sell any interest in any property, business or securities. SMIG does not effect transactions in securities or provide investment advice with respect to securities or securities transactions. Any transactions in securities effected in connection with any activities of SMI Group may only be made by or through a registered broker or dealer. No such transaction will be endorsed or guaranteed by SMI Group and any such transaction will be subject to investment risks, including the possible loss of principal invested.

 

SMI Group may effect transactions for its own account relating to entities mentioned in this Site or in related investments, and may also from time to time perform or solicit services for, or from, entities mentioned in this Site.

 

CERTAIN CORPORATE RELATIONSHIPS

 

As used in this Site, the term “SMI Group” refers only to SMI Group LLC (“SMIG”), SMI Capital Markets LLC (“SMI-CM”) and SMI Advisors LLC (“SMI Advisors”).  HanoverWest-SMI LLC (“HW-SMI”) is referred to as a “strategic associate” or a “strategic alliance”.  SMI Group collaborates with its strategic alliances, but strategic alliances are separate from SMI Group.

 

SMI-CM is a wholly-owned subsidiary of SMIG. Pursuant to the requirements imposed by FINRA, the management of SMI-CM has full control over the operations of SMI-CM, including its decisions regarding suitable transactions. SMIG has the right to determine certain budgetary and legal matters pertaining to SMI-CM and has the right to replace its management, subject to FINRA approval as to the successor management.

 

SMI Advisors LLC is owned by SMIG, Kenin M. Spivak, Dale Garnett and Edward Swanson. Day-to-day management of SMI Advisors is vested in its CEO, presently Mr. Garnett. Except as may be expressly provided by contract between SMIG and SMI Advisors: (i) neither SMI Advisors nor its affiliates are liable for the obligations or liabilities of SMI Group and (ii) SMI Group is not liable for the obligations or liabilities of SMI Advisors or its affiliates. No investor or creditor of SMIG or SMI-CM has any rights or recourse against SMI Advisors, by reason of its relationship with SMI Group, or its inclusion in the definition of SMI Group in this Web Site.

 

HW-SMI is a California limited liability company owned by Kenin M. Spivak and Dolapo Asiru.  SMI Group collaborates with HW-SMI for certain transactions or potential transactions.  HW-SMI is not part of the SMI Group.  However, because Mr. Spivak is an owner of HW-SMI, HW-SMI potentially may be considered to be an affiliate of the SMI Group.  Except as may be expressly provided by contract between SMIG and HW-SMI: (i) neither HW-SMI nor its affiliates are liable for the obligations or liabilities of SMI Group and (ii) SMI Group is not liable for the obligations or liabilities of HW-SMI or its affiliates.  No investor or creditor of SMI Group has any rights or recourse against HW-SMI or its affiliates by reason of their collaboration with SMI Group.

 

SMI collaborates with a Singapore consulting company (herein “TCP”) owned by Jonathan Shek and third parties. SMI Group collaborates with TCP for certain transactions or potential transactions. TCP is not part of the SMI Group and is not an affiliate of the SMI Group. Except as may be expressly provided by contract between SMIG and TCP: (i) neither TCP nor its affiliates are liable for the obligations or liabilities of SMI Group and (ii) SMI Group is not liable for the obligations or liabilities of TCP or its affiliates. No investor or creditor of SMI Group has any rights or recourse against TCP or its affiliates by reason of their collaboration with SMI Group.

 

SMI Entertainment LLC (SMI-E) is a limited liability company owned by Mr. Spivak. Spivak Management Inc. (SMI-Inc.) is a private California corporation owned by Mr. Spivak. SMI-E and SMI-Inc. are not part of SMI Group. However, because Mr. Spivak is an owner of SMI-E and SMI-Inc., these companies potentially may legally be affiliates of the SMI Group.

 

None of HW-SMI, SMI-E, SMI-Inc. or TCP are part of SMI Group. Each is an entirely separate business from SMI Group and from each of the other such businesses. None of HW-SMI, SMI-E, SMI-Inc. or TCP is liable for the obligations or liabilities of SMI Group and SMI Group is not liable for the obligations or liabilities of HW-SMI, SMI-E, SMI-Inc. or TCP. No investor or creditor of SMI Group has any rights or recourse against HW-SMI, SMI-E, SMI-Inc. or TCP.

 

Managers and members of SMI Group and the SMI Group affiliates referenced in this Site may from time-to-time own interests in and/or exercise control of other entities. The foregoing does not mean that such entities are referred to as affiliates of SMI Group and such non-affiliates are not included in the definition of SMI Group. Except as expressly set forth in these Web Site Terms of Use, affiliates of SMI Group consist only of SMI Group LLC and entities owned directly or indirectly by SMI Group LLC.

 

SMI GROUP AND PROFESSIONAL TRANSACTIONS AND CLIENTS

 

Companies or transactions referred to on the Site may be or involve current or former clients, employers or affiliates of SMI Group and/or its senior professionals. SMI Group has no financial interest in transactions undertaken by its professionals prior to joining SMI Group or, except as required by FINRA, transactions undertaken by its professionals outside of SMI Group.

 

References in the Site to “senior professionals” mean the individuals described as SMIG’s, SMI-CM’s and SMI Advisors’ management, managing directors and senior advisors. References to “professionals” mean and include senior professionals and other professionals who assist or collaborate with SMI Group, including, for example, analysts and our technology, entertainment and media advisors, regardless of whether named in this Site. Except as may be expressly provided by a contract between a senior professional and SMI Group, SMIG, SMI-CM or SMI Advisors, senior professionals have no executive, management or other authority within SMI Group. The managers of SMI Group, SMIG, SMI-CM and SMI Advisors are the chairman, CEO, president, General Counsel, Chief Compliance Officer and Secretary of the respective companies.

 

SMI Group is not the employer of its advisors or most other professionals. Each of these individuals engages in separate business activities that are not associated with, sponsored by, endorsed by or reviewed by SMI Group which disclaims any responsibility or liability for their independent business activities. Without limiting the foregoing, the use of “SMI” in the names of any other company does not imply any control by SMI Group over the activities of that company or any control by that company over the activities of SMI Group.

 

Information set forth on the Site pertaining to our professionals has been provided by the professionals. SMI Group has not independently verified the information.

 

FORWARD-LOOKING STATEMENTS

 

PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. Certain of the information contained on this Site may be based upon forward-looking statements. Any statements that are not historical facts are forward-looking statements. Forward-looking statements are inherently uncertain. Forward-looking statements are based on current expectations, estimates and projections, and rely on beliefs and assumptions. They are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and returns

may differ materially from what is expressed or forecasted in such forward-looking statements. Accordingly, you should not rely on or draw conclusions from forward looking statements.

 

SALES AND MARKETING RESTRICTIONS

 

Nothing herein should be construed as a solicitation or offer, or recommendation, to acquire or dispose of any investment or to engage in any other transaction, or to provide any investment advice or service. Neither this Site nor any other communication by or from SMI Group is an offer or an invitation to subscribe for or purchase securities, unless is expressly states otherwise.

 

NO WARRANTY

 

We make no representations or warranties and, to the fullest extent permitted by applicable law, hereby expressly disclaim any and all express, implied and statutory representations and warranties of any kind, including, without limitation, any warranty as to accuracy, timeliness, completeness, merchantability or fitness for a particular purpose and/or non-infringement. Without limiting the foregoing, we make no representation or warranty that any transaction or business plan will succeed or that any securities will appreciate in value. Investment is risky and securities may decline in value or lose all value.

 

NO LIABILITY

 

We have no liability arising from this Site or our course of dealings with any client or prospective client, except only as specified in fully-executed and binding written agreements or as required under applicable law. Without limitation of the foregoing, absent such fully-executed and binding written agreement or applicable law, we are not liable for negligence for any damages or loss of any kind, including (without limitation) direct, indirect, incidental, special or consequential damages, expenses or losses arising out of, or in connection with this document, or in connection with any error, omission, defect, computer virus or system failure, or loss of any profit, goodwill or reputation, even if expressly advised of the possibility of such loss or damages, arising out of or in connection with your use of this document.

 

RESTRICTIONS ON USE OF CONTENT

 

This Site is the property of SMI Group LLC. Certain information is provided by SMI Group and third parties who have certain legal rights with respect to such information. You agree not to use this information for any illegal purpose. If you choose to download any information, you agree not to further copy such information or redistribute such information in any manner.

 

This Site is © COPYRIGHT 2015, 2016, 2017, 2018 SMI Group LLC. All Rights Reserved.

 

While SMIG provides the information on this server to anyone, SMIG retains copyright on all copyrightable aspects of the Site. You acknowledge, that you have been advised by SMIG that the Content is protected in the U.S. and internationally by a variety of laws, including but not limited to, copyright laws and treaty provisions, trademark laws and other proprietary rights laws (collectively “Rights”). In addition to SMIG’s Rights in individual elements of the Content, SMIG and/or its licensors own a copyright in the selection, coordination and arrangement of the Content.

 

You are hereby granted permission to access the Content from the Site in whole or in part, (and, except where otherwise specified by SMIG, print a single copy of the information for your own

personal use), but only for purposes of viewing and browsing through the Site. You are also hereby granted permission to store the files on your computer for your own personal use. However, these permissions terminate automatically if you breach any of the Web Site Terms of Use. The authorizations in these Web Site Terms of Use are not a transfer of title in the Site, or the Content or copyrights therein. All content included on this Site, such as graphics, logos, articles and other materials, is the property of SMIG or others and is protected by copyright and other laws. All trademarks and logos displayed on this Site are the property of their respective owners, who may or may not be affiliated with our organization.

 

SMIG is not granting you any permission to use the Content other than the permission expressly stated in these Web Site Terms of Use. All other use of Content from the Site, including, but not limited to modification, publication, transmission, participation in the transfer or sale of, reproduction, creation of derivative works from, distribution, performance, display, incorporation into another web site, reproducing the Site (whether by linking, framing or any other method), “mirroring” the Site or in any other way exploiting any of the Content, in whole or in part, or downloading and using software repeatedly for uses other than those expressly permitted, may not be made without SMIG’s prior express written consent.

 

INFORMATION PROVIDED BY YOU

 

Do not send any confidential or proprietary information to SMI Group via the Site. No information or materials that you provide to SMI Group via this Site will be considered or treated as confidential or proprietary. By providing any such information or materials to SMI Group, you grant to SMI Group an unrestricted, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, publicly display, publicly perform, transmit and distribute such information and materials, and you further agree that SMI Group is free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide to SMI Group. You agree not to use the Site to distribute, email or post any advertising, promotion or solicitation without our prior approval. You agree not to use the Site to upload, display or distribute any materials that are defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporate the copyrighted, confidential or proprietary material of any other person or entity.

 

CHANGES

 

SMIG reserves the right, at its sole discretion, to grant or revoke authority to use this Site or to change, add, suspend or remove the information or services described in the Site or the Content at any time without prior notice to you and without any liability to you.

 

SMIG may also impose limits on certain features and services or restrict your access to parts or all of this Site without notice or liability. SMIG may terminate the authorization, rights and license given above and, upon such termination, you shall immediately cease using and destroy all Content.

 

ANTI-CORRUPTION

 

SMI Group is committed to providing the highest quality services to its clients. To achieve this, anyone working for or on behalf of SMI Group (including staff members, vendors, agents, suppliers or service providers) is expected to maintain the highest ethical standards, to conduct themselves with integrity

and in a manner that excludes consideration of personal advantage and the interests of other clients. We do not tolerate bribery or corruption in any form.

 

USA PATRIOT ACT NOTICE

 

The USA Patriot Act and other applicable rules and regulations, require us to obtain, verify, and record information to identify each entity or individual that enters into a business relationship with us. We may ask for your address, identification number, corporate documents or other identifying information to help us verify your identity. We may use a third-party source to confirm the information you provide us.