TERMS AND CONDITIONS

Terms of Use
This website is owned and operated by Spear Point Capital Management LLC (“Spear Point”). By entering our website, you acknowledge your understanding of, accept without limitation or qualification, and agree to be bound by, the following Terms of Use and all applicable laws. These Terms of Use constitute a binding agreement between you and Spear Point and govern your access and use of our website. Spear Point may add to, change or remove any part of these Terms of Use at any time or from time to time, without notice, and any such modifications will be effective immediately upon posting.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. EACH TIME YOU USE THIS WEBSITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS OF USE IN THEIR THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THESE TERMS OF USE, DO NOT USE THE SITE.
Restrictions on Use The material contained on this website does not constitute any offer or sale or any form of general solicitation or general advertising of interests in any of the funds or investment vehicles managed by Spear Point. The funds and investment vehicles managed by Spear Point rely on private placement exemptions to registration under the Securities Act of 1933 (or the securities laws of any states) and have not been registered as investment companies under the Investment Company Act of 1940. This website is only for your personal use. Other uses of this website and its contents are not permitted without the express written consent of Spear Point. Any person using this website is not permitted to decompose, decompile, reverse engineer, disassemble or otherwise deconstruct any portion of this website. Except as permitted by Spear Point, no materials from this website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. You may download material displayed on this website for non-commercial, personal use only, provided that you retain all copyright and other proprietary notices contained in the materials. You may not distribute, modify, transmit, reuse, report or use any of the content on this website for public or commercial purposes, including the text, images, audio and video, without Spear Point’s permission. Intellectual Property “Spear Point Capital Management LLC” and all related marks are service marks or trademarks that are proprietary to Spear Point. They may not be used or displayed without Spear Point’s prior written consent. All other trademarks, service marks and logos displayed on this website are the property of their respective owners. Nothing on this website shall be interpreted as granting, by implication or otherwise, any license or right to use any image, trademark, logo or service mark. Copying or downloading material from this website does not transfer title to any material on this website to you. All rights are expressly reserved and retained by Spear Point. No Offer of Securities; Information Purposes Only Under no circumstances should any material on this website be used or considered as an offer to sell or a solicitation of any offer to buy any securities or any other instruments of any fund or other investment vehicle managed by Spear Point or of any other issuer. This website is for general informational purposes only and is governed by these Terms of Use. Although this website may include investment related information, nothing on this website is a recommendation that you should purchase, sell or hold any security or other investment, or that you should pursue any investment strategy. The information contained herein does not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may view this website, and should not be taken as advice on the merits of any investment decision. Nothing on this website is intended to be, and you should not consider anything on this website, investment, accounting, financial, tax or legal advice. Past performance of any investment or investment strategy is not indicative of future performance. Whenever there is the potential for profit, there is also the possibility of loss. No representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past or that significant losses will be avoided. Economic factors, market conditions and investment strategies, among other things, will affect the performance of our investments, and there are no assurances that our investments will match or outperform any particular benchmark. Spear Point is not utilizing this website to provide investment or other advice, and no information or material on this website is to be relied upon for the purpose of making or communicating investment or other decisions.
Third Party Information
The views expressed herein represent the opinions of Spear Point. Spear Point reserves the right to change any of its views expressed on this website at any time as it deems appropriate, without notice and without liability. Such views and the other information contained on this website are based solely on publicly available information with respect to the companies referred to in this website. Certain information and data used in this website have been derived or obtained from sources other than Spear Point, including, without limitation, filings made by third parties with regulatory authorities, research reports, news publications and other third party sources. No warranty is being made that any such information or data is accurate. In addition, Spear Point has not sought or obtained consent from any third party to use the statements or information indicated herein as having been obtained or derived from statements made by such third party. Any statements or information by third parties that are posted on this website should not be viewed as indicating the support of such third party for  the views expressed on this website. Neither Spear Point nor any of its affiliates shall be responsible or have any liability for any misinformation contained in any third party, SEC or other regulatory filing or third party report. There is no assurance or guarantee with respect to the prices at which any securities referred to on this website will trade, and such securities may not trade at prices that may be implied in any content on this website. The estimates, projections, pro forma information and potential impact of any Spear Point activist campaign or other action plan contained on this website are based on assumptions that Spear Point believed to be reasonable as of the date of such activist campaign or action plan, but there can be no assurance or guarantee that actual results or performance of any issuer will not differ, and such differences may be material.
Risks You Assume
Information on this website speaks only as of the date indicated. While we make reasonable efforts to provide accurate information, we have no obligation to update or correct any information contained on this website even if we are aware that it is inaccurate, outdated or otherwise inappropriate. Spear Point may add, change, discontinue, remove or suspend any content posted on this website without notice and without liability. You agree that we are not responsible for any action that you take or decision you make in reliance on any information contained on this website. Password Protected Area of this Website Access to any “Investor” or other password protected section of this website is permitted only to those individuals who have received a login ID and password from Spear Point. Any password protected area of this website is intended only for certain Spear Point approved investors and is for their private use. The contents of any password protected area of the website are confidential and are subject to the confidentiality provisions of the respective fund documents. While we make reasonable efforts to ensure that the website is secure, we do not guarantee the security of the website. Passwords are not transferable. If you become aware of any loss, theft or unauthorized use of your password or account information, immediately notify Spear Point. You are solely responsible for the confidentiality and use of your password and account information. 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.
Linked Sites
Please note that these Terms of Use apply only to our website and not to other websites that may be accessible from this website. Spear Point provides such links for your convenience only, and has not reviewed these third party websites and is not responsible for any of these websites or their content. We are responsible only for the content of our own website. If you access any third party website through our website or otherwise, you will leave this website and you do so at your own risk. Links to and from this website do not constitute any endorsement by Spear Point of any other site, nor do they constitute any third party endorsement or sponsorship of, or affiliation with, us or this website. We encourage you to review the privacy policies and user agreements of all other websites that you visit. We May Monitor Activity on Our Website We may, but have no obligation to, monitor and record activity on our website for any reason or for no reason. We may investigate any complaint or reported violation of this Terms of Use. We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate. We may issue warnings, suspend or terminate your use of this website, deny access to you to all or part of this website or take any other action that we deem appropriate.
International Use; Export Control
Due to the global nature of the internet, this website may be accessed by users in countries other than the United States. We make no warranties that materials on this website are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use this website, then you should not do so. Those who choose to access this website outside the United States do so at their own initiative and are responsible for compliance with all local laws and regulations. The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations, including but not limited to the Export Administration Act and the Arms Export Control Act and not to transfer, by electronic transmission or otherwise, any content derived from this site to either a foreign national or a foreign destination in violation of such laws.
Disclaimer of Warranties
Your use of this website and use of or reliance upon any materials on it is at your own risk. You acknowledge that we provide the contents of this website on an “as is” basis with no warranties of any kind, to the fullest extent permissible by law. We disclaim all representations and warranties, express or implied, of any kind with respect to this website, including warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property and proprietary rights. Without limiting the foregoing, we do not warrant the availability, accuracy, completeness, timeliness, functionality, reliability, speed or delivery of this website or any part of the information contained on this website or that the server that makes this website available is free of viruses or other components that may infect, harm or cause damage to your computer equipment or any other property when you access, browse, download from or otherwise use this website.
Limitation of Liability
Under no circumstances, including but not limited to Spear Point’s negligence, shall Spear Point or any of our affiliates (including, without limitation, any funds or investment vehicles managed by Spear Point, and any persons controlling, controlled by or under common control with Spear Point), agents, partners, members, employees or consultants, including any person or entity involved in creating, producing or distributing this website (collectively, the “Spear Point Parties”), have any liability for any damages, liabilities or injuries, including, but not limited to, indirect, incidental, special, punitive or consequential damages, however caused, arising out of or relating to your use of, or inability to use, this website, these Terms of Use or any website operated by a third party that may be accessible from this website, even if an authorized representative of Spear Point has been advised of the possibility of such damages, liabilities orinjuries. THE AGGREGATE TOTAL LIABILITY OF THE SPEAR POINT PARTIES TO YOU FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATING TO THESE TERMS OF USE, THE USE OF OR INABILITY TO USE THE SITE OR THE USE OF OR INABILITY TO USE ANY WEBSITE OPERATED BY A THIRD PARTY THAT MAY BE ACCESSIBLE FROM THIS WEBSITE SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES, IN WHICH EVENT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. In such jurisdictions, the Spear Point Parties’ liability is limited to the greatest extent permitted by law. You should check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Spear Point also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in this website or your downloading of any materials, data, text, images, video, or audio from this website. Any cause of action you may have with respect to your use of this website must be commenced within one (1) year after the claim or cause of action arises.
Indemnity
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE SPEAR POINT PARTIES FROM AND AGAINST ANY AND ALL LOSSES, SUITS, CLAIMS, DEMANDS, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATED TO ANY BREACH BY YOU OF ANY OF THE TERMS OF USE OR APPLICABLE LAW, INCLUDING THOSE REGARDING INTELLECTUAL PROPERTY.
Waiver of Jury Trial
YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WEBSITE OR THESE TERMS OF USE.
Termination
We may terminate your access, or suspend your access to all or part of this website, without notice, for any conduct that we, in our sole discretion, believe is in violation of this Terms of Use, any applicable law or is harmful to the interests of another user, a third-party provider, a service provider, or us. General Provisions; Governing Law This Terms of Use and any additional terms posted on this website constitute the entire agreement, and supersedes all other agreements and understandings between Spear Point and you with respect to your use of this website. Our failure to exercise or enforce any right or provision of this Terms of Use shall not constitute a waiver of such right or provision. If any part of these Terms of Use is held invalid or unenforceable by a court of competent jurisdiction, that part of the Terms of Use will be deemed modified to the extent necessary to make it effective and the remaining provisions of this Terms of Use will remain in full force and effect. This Terms of Use shall be governed by and construed in accordance with the laws of the State of Louisiana, United States of America, without reference to its conflicts of laws principles. Any dispute relating to the above shall be brought solely in the state or federal courts located in New Orleans, Louisiana, and it is agreed that such courts shall have jurisdiction over the parties to these Terms of Use and any disputes arising hereunder.