VIKING ANNUAL INVESTOR MEETING WEBSITE - USER AGREEMENT AND PRIVACY NOTICE

USER AGREEMENT

This Website (the “Site”, https://www.vikingannualmeeting.com) is being made available to you for the purpose of accessing the Viking Global Investors LP (“Viking”) Annual Investor Meeting (the “Event”) content (“Content”). Your access to the Site and your participation in the Event are subject to this User Agreement and Privacy Notice. This User Agreement is a binding agreement between you and Viking and governs your access and use of the Site and Content, which includes text, graphics, user interfaces, visual interfaces, information, data, documents, tools, products, services, and other content, as well as the design, structure, selection, coordination, expression and arrangement of the Content on or through the Site. You may contact Viking by e-mail (legalnotices@vikingglobal.com) with questions about the terms and conditions of this User Agreement.


BY ACCESSING OR USING THIS SITE, YOU AGREE THAT YOU (I) HAVE READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS CONTAINED AND THIS USER AGREEMENT AND PRIVACY NOTICE; (II)WILL ABIDE BY THIS USER AGREEMENT IN ITS THEN-CURRENT FORM; AND (III) ARE LEGALLY BOUND BY THIS USER AGREEMENT. If you disagree with this USER agreement and/or modifications THERETO at any time, YOU AGREE THAT YOU WILL stop using the site AND THE CONTENT.


1. Viking 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, including, but not limited to, Viking’s Privacy Notice.
  • > At any time and for any reason Viking may revoke your right to use all or any portion of the Site.
  • > You are hereby prohibited from violating or attempting to violate the security of the Site.

2. The Site is owned by Viking, its affiliates and/or third parties.

  • > The Site is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Viking, its affiliates and/or third parties.
  • > 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, 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.
  • > The Content is strictly confidential, intended exclusively for the use by you as a confirmed Event registrant and your affiliates and your and their respective employees, officers, partners, members, consultants, directors, advisors and agents (such recipients of Content, collectively, your “Representatives”) who are subject to similar obligations of confidentiality to you. You agree to exercise at least the same degree of care with respect to the confidentiality and security of the Content as you would exercise in respect of your own confidential information. You may not disclose any confidential Site Content that is contained within any password protected portion of this Site to any third party, except to your financial, legal, or tax advisors, and others with whom you share investment decisions; provided, however, that (a) nothing herein prohibits you from, without notice to Viking, communicating with, filing a charge or complaint with, or reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, any state attorney general, and/or any agency Inspector General (collectively, “Government Agencies”), or, without notice to Viking, (i) speaking with your attorney(s), (ii) making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or (iii) otherwise participating in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information; and (b) you will not be criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
  • > You agree that you may disclose Content, subject to the terms hereof, only to your Representatives. You shall be responsible for any unauthorized use or disclosure of Content by you or your Representatives.
  • > You may print copies of any accessible portion of the Site only for your own personal use or the use of your Representatives. You may discuss information that you learn from the Site with your Representatives.
  • > In the event of any conflict between the terms hereof and any separate confidentiality agreement entered into between you and Viking before, on or after the date hereof, the terms of the separate confidentiality agreement shall prevail with respect to the subject matter and time period thereof.
  • > You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.

3.  You must keep your login credentials confidential.

  • > You are solely responsible for the confidentiality and security of your credentials and the credentials of your Representatives. You accept full responsibility for any use of your credentials and the credentials of your Representatives. You must notify Viking immediately of any actual or suspected loss, theft or unauthorized use of your credentials or the credentials of your Representatives.
  • > Viking is not obligated to inquire as to the authority or propriety of any use of or action taken under your credentials or the credentials of your Representatives. Viking will not be responsible for any loss to you that arises from such use or action or from any failure by you or your Representatives to comply with these provisions.

4. 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 alter or delete any Content.
  • > The Content may contain information, including Fund terms, relating to Funds in which you are not currently invested. By accessing this Site, you acknowledge that you have requested that the Content be made available to you and this request does not arise from any Viking marketing.
  • > You represent and warrant that you have access to resources to independently analyze performance information, including but not limited to hypothetical performance information (e.g., targeted investment returns), and have the financial expertise to understand the risks and limitations of those types of presentations. You further represent and warrant that (i) Viking has provided or offered to provide promptly sufficient information to enable you to understand the risks and limitations of using hypothetical performance contained in the Content; and (ii) you have had an opportunity to ask Viking questions or for additional information that may be necessary in making its investment decision.

5. All Content is for informational purposes only.

  • > The Content is for informational purposes only, is not for attribution and may not be relied on in any manner as, legal, tax or investment advice or as an offer to sell or a solicitation of an offer to purchase any investment, service or product.
  • > None of the Content (i) is 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 Viking or its affiliates to any registration requirement within such jurisdiction or country; or (ii) constitutes an offer or solicitation to buy or sell any security or an interest in any current or future Fund sponsored by Viking (collectively, the “Funds”).
  • > You should not rely on the information contained in the Site in connection with any investment decision.
  • > 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.
  • > Viking does not represent that the securities, products, or services discussed in the Site are suitable or appropriate for any investor.
  • > 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 FUTURE PERFORMANCE.

6. There are various risks you assume in viewing the Content.

  • > The Content has been prepared by Viking based on information available to it, and frequently reflects unaudited and internally prepared estimates that are subject to change.  Content has been obtained from published and non-published sources. Information provided by sources other than Viking has not been independently verified by Viking, and Viking does not assume responsibility for the accuracy of such information. Except where otherwise indicated, the information provided is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised. Statements made during the Event and in the Content that are not historical facts are based on current expectations, estimates, projections, opinion or beliefs of Viking as of the date indicated.
  • > Any opinions or beliefs expressed during the Event and in the Content are those of the individual expressing them, except where expressly indicated as being the views of Viking or its affiliates.  Viking does not endorse the opinions or beliefs of, or make any warranty as to the accuracy of facts or other Content contributed by, any third party.  Any opinions or beliefs expressed during the Event or in the Content are subject to change without notice. Viking has no duty to update such opinions or beliefs.
  • > Viking makes reasonable efforts to provide accurate Content, but (other than in certain limited circumstances) Viking has no duty to update or correct the Site even if it is aware that it is inaccurate, outdated or otherwise inappropriate. Neither Viking nor any of its affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information in the Site.
  • > You agree that Viking is not liable for any action you do or do not take or decision you or your Representatives do or do not make in reliance on any Content. By using or relying on the Content, you agree that Viking shall have no liability for the accuracy of the information contained in the Content, for delays or omissions therein, or for any results based on the use of, or reliance on, such information.
  • > To the extent any information in the Content constitutes “forward-looking statements” (which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipation,” “project,” “estimate,” “intend,” “target” or “believe” or comparable terminology), you acknowledge and agree that, due to various risks and uncertainties, actual events, results or performance may differ materially from those reflected or contemplated in such forward-looking statements. Viking undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
  • > Viking may change all or any portion of the Site at any time without notice to you.

7. Additional Disclosures & Disclaimers

  • > Viking is registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”).  Registration with the SEC or with any state securities authority does not imply a certain level of skill or training.  The Content has not been approved or verified by the SEC or by any state securities authority.
  • > A private offering of an interest or shares, as applicable, in a Fund will only be made pursuant to a confidential offering memorandum (an “Offering Memorandum”), which will be furnished to qualified investors at their request for consideration in connection with such offering.  This presentation is not a part of or supplemental to such Offering Memorandum or other definitive documentation.  An investment in a Fund will be suitable only for certain sophisticated investors who have no need for immediate liquidity in their investment and who understand and are prepared to bear the associated risks.  Investment losses may occur; investors could lose some or all of their investment.  Nothing in the Site is intended to imply that an investment in a Fund may be considered “conservative,” “safe,” or “risk-free”.  No regulatory authority has endorsed the Content or passed upon the merits of an investment in a Fund.  The Funds will not register as investment companies under the U.S. Investment Company Act of 1940.
  • > This Content is intended to describe, in a general manner, certain practices, organizational dynamics, and investment strategies of Viking. It is not intended to be complete and omits certain material information about the Funds, including important disclosures and risk factors associated with investments therein. There is no guarantee that Viking will operate the Funds in the manner or on the terms described in the Content. No representation or warranty is made, whether express or implied, by the Funds or by Viking or any of its partners, employees, members, or agents as to the accuracy or completeness of the information provided in the Content. Nothing in the Content confers any rights on the recipients thereof or imposes any obligations on Viking. You should not rely on the information contained in the Content in connection with any investment decision. There can be no assurance that the professionals currently employed by Viking will continue to be employed by Viking or that the past performance or success of any such professional serves as an indicator of such professional’s future performance or success. Statements about Viking’s performance, activities, or investment processes, as well as comparisons to peers or the broader universe of market participants, are solely opinions of the persons participating in the applicable discussion—such assertions are not statements of fact and should not be regarded as such.
  • > Forward-looking information contained in the Content, including all statements of opinion and/or belief, is based on a variety of estimates, assumptions, projections and predictions by Viking, one or more other third parties, and/or their respective representatives (as applicable). These estimates and assumptions are inherently uncertain and are subject to numerous business, industry, market, regulatory, competitive and financial risks that are outside of Viking’s control. There can be no assurance that the assumptions made will prove accurate. Viking undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Performance information or descriptions in this presentation that directly or indirectly relate to Viking’s previous investments are not intended to be indicative of the future results of any Fund.
  • > No representation is made that the individual securities discussed in the Content remain current recommendations or current holdings.  
  • > Certain portions of this Event may involve (a) one or more representatives from a portfolio company ("Portfolio Company Representatives") of one or more private investment Funds managed by Viking and/or (b) one or more representatives from current investors ("LP Representatives") in one or more private investment Funds managed by Viking. Participation by Portfolio Company Representatives and/or LP Representatives in the Event (if any) is not intended to provide an endorsement of or testimonial about Viking or an investment in any private investment Fund managed by Viking for purposes of Rule 206(4)-1 under the Investment Advisers Act of 1940.  Any opinions expressed by Portfolio Company Representatives or by LP Representatives at the Event reflect the individual views of such Portfolio Company Representatives or LP Representatives only, respectively, and do not necessarily reflect the views of Viking.  No compensation will be provided by Viking in connection with any introduction provided by the recipient of this communication.
  • > All statements that make, or allude to, any future performance outlook or predictive opinions about investment performance outlined in the Content have been made as opinions of the individuals making such statements, incorporating such individuals’ reasonable expectations; however, such statements inherently reflect subjective judgments and considerations because future performance is subject to many variables that cannot be predicted with certainty. There can be no assurance that any such future performance will actually be achieved, and actual performance may vary materially and adversely from any statements made in the Content. General and industry-specific economic conditions, which are not predictable, can have a material adverse effect on the reliability of statements about future performance set forth in the Content. You should not rely on any statements about performance outlook or future performance expectations, or other similar statements, for purposes of making an investment in a Fund.
  • > Unless otherwise indicated, all figures referenced in the Content are calculated in U.S. dollars.
  • > The indices referenced in the Content are commonly used, broad-based benchmarks for various markets and are provided only for general comparison against those markets.  There are significant differences between Viking’s investments and the securities included in the referenced indices.  Such indices are unmanaged and therefore do not have any transaction costs, advisory fees or similar expenses associated with their performance.  The Funds’ investment programs are not restricted to the securities comprising such indices.  The geographic and sector concentrations of the Funds’ portfolios may differ significantly from those of the referenced indices.  The Funds’ portfolios, as applicable, may contain options and other derivative securities, engage in short sales, invest in debt securities and employ leverage, each of which may increase the risk to the applicable portfolio.  Their portfolios may not be as diversified as such indices and may experience differing degrees of volatility. For the foregoing and other reasons, the performance of the Funds and such indices are not comparable.  The Funds are not intended to resemble such indices.
  • > THE PAST PERFORMANCE OF ANY INVESTMENT, FUND, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND ACTUAL EVENTS OR CONDITIONS MAY NOT BE CONSISTENT WITH, AND MAY DIFFER MATERIALLY FROM, HISTORICAL OR FORECASTED EVENTS OR CONDITIONS. AN INVESTMENT IN A FUND INVOLVES SUBSTANTIAL RISKS. BEFORE MAKING A DECISION TO INVEST IN A FUND, PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE CONFIDENTIAL OFFERING MEMORANDUM OF THE FUND, INCLUDING THE DESCRIPTION OF THE RISKS, FEES, EXPENSES, LIQUIDITY RESTRICTIONS AND OTHER TERMS OF INVESTING IN THE FUND.

8. Viking is not liable for any technological problems and any impact that they may have.

  • > All or any portion of the Site may not be available and may not function properly at any time.
  • > Viking makes 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.
  • > Viking takes reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but it disclaims liability for any interception of data or communications.
  • > Viking makes reasonable efforts to ensure that the Site is secure but it does not guarantee the security of the Site.
  • > Viking is not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.
  • > Viking is not liable for any defects, delays or errors in or resulting from your use of the Site.

9. Viking is not responsible for information on any third-party website that is referred in, or accessible or connected by hyperlink to, the Site.

  • > If you access any third party website through the Site or otherwise, you do so at your own risk.
  • > Hyperlinks are provided as a convenience.  Viking does not endorse or control the third-party websites, applications, products or services offered through any third-party hyperlink.  If you visit any third-party websites or applications, you do so entirely at your own risk, and you may be subject to the terms and conditions and privacy policies of such websites or applications.  Viking is not responsible for the accuracy or completeness and assumes no liability for the information contained on the linked sites. No representation or warranty is provided for any software that may be downloaded from this website. Viking shall not be liable for any loss or damage caused by errors, defects, viruses or other malicious threats. Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by or affiliation with us.

10. Viking has the right but not the obligation to monitor and record activity on the Site and respond as it deems appropriate.

  • > Viking may monitor and record activity on the Site for any reason or for no reason.
  • > Viking may investigate any complaint or reported violation of its policies.
  • > Viking may report any activity that it suspects may violate any law or regulation to regulators, law enforcement officials or other persons or entities that it deems appropriate.
  • > Viking may issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action that it deems appropriate.

11. VIKING DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM.

  • > THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE."
  • > VIKING DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF
    -MERCHANTABILITY,
    -FITNESS FOR A PARTICULAR PURPOSE AND
    -NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
  • > WITHOUT LIMITING VIKING’S GENERAL DISCLAIMER, IT DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT.
  • > VIKING'S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  • > IN NO EVENT WILL VIKING OR ANY OF ITS 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.
  • > VIKING’S LIABILITY IS LIMITED EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE.
  • > UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF VIKING, 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.

12. You will be responsible for any liability to Viking that arises out of your breach of this User Agreement or your use of the Site.

  • > Except to the extent prohibited by law (or not permitted without legislative approval), you agree to indemnify and hold harmless Viking 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 and Content,
    -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 which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement.

13. You will be bound by revised versions of this User Agreement that Viking posts on the Site.

  • > Your use of the Site indicates your full acceptance of this User Agreement in its then-current form, including any modifications thereto, each time you use the Site.

14. Connecticut law governs this User Agreement.

  • > This User Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard for the conflict of laws principles thereof. Except to the extent prohibited by law (or not permitted without legislative approval), each party hereby consents to the jurisdiction of both the state and federal courts of Connecticut. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this User Agreement.

15. You are bound by certain other general conditions.

  • > Viking 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 Viking concerning the subject matter hereof, except as provided in Section 6 above.

16.  Privacy Notice

Please see Viking's Privacy Notice at https://vikingglobal.com/privacy-notice/.