These Terms of Use govern this website (the “Site”) of Madison River Capital LLC and its affiliates (together, “MRC”).

 

The Site is offered and available to users who are 18 years of age or older. By using the Site, you represent and warrant that you are of legal age to form a binding contract with MRC. If you do not meet all of these requirements, you must not access or use the Site. Please read these Terms of Use carefully before using the Site. Your visit to the “Site” is subject to these Terms of Use, which constitutes a legal agreement between you and MRC. By visiting the Site, you agree to these Terms of Use and each time you use the Site, your use indicates your full acceptance of and agreement to abide by these Terms of Use. If you do not accept these Terms of Use (a) do not use the site and (b) you agree that your sole and exclusive remedy is to discontinue using the Site.

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Your compliance with these Terms of Use and all other rules, procedures, policies, terms and conditions that govern all or any portion of the Site is a condition to your right to access the Site. Your breach of any provision contained therein will automatically, without the requirement of notice of other action, revoke and terminate your right to access the Site and you will be fully liable for conversion, misappropriation, trespass to chattels, and all other claims and causes, regardless of the identity of the claimant or injured party, arising from or relating to your continued use of the Site after such breach.

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Limited Right to Use.

MRC grants you a limited right to use the Site. MRC may revoke your right to use all or any portion of the Site at any time and for any reason (or no reason). These Terms of Use will survive any termination or expiration of your access to the Site.

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Updates.

These Terms of Use may be updated by MRC at any time. Any updates to these Terms of Use will be posted here, and any such updates will be effective upon posting. Your continued use of the Site after any such updates constitutes your acceptance of the updated Terms of Use. You should consult the Terms of Use each time you visit the Site. If you do not agree with the Terms of Use, do not use the Site.

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No Offer or Advice.

By accessing the Site, you acknowledge and agree that the content of the Site is for general, informational purposes only and is not intended to constitute an offer to sell or buy any securities or other assets or promise to undertake or solicit business and may not be relied upon in connection with any offer or sale of securities or other assets. An offer or solicitation will be made only through a private placement memorandum, subscription agreement and/or other related documents with respect to a particular investment opportunity and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor and certain risk and conflict of interest disclosures contained therein. MRC makes no representations that any information provided via the Site is accurate, current, or complete, and you are solely responsible for evaluating the risks and merits regarding the use of the Site and any services provided herein. MRC is not utilizing the Site to provide investment or other advice, and nothing on the Site is to be deemed a recommendation that you buy, sell or hold any security or other investment or that you pursue any investment style or strategy. In addition, you understand and agree that all content provided in connection with the Site is published without consideration of your individual circumstances, financial, or otherwise. Accordingly, you agree that you are solely responsible for any investment decisions or other determinations made, including, the evaluation of any investment or other risks, with respect to any of the content provided in connection with the Site. If you would like investment, business, accounting, tax, legal or other advice, you should consult with your own professional advisors.

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Past Performance.

Past performance is not indicative of future results and no representation or warranty is made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that losses will be avoided. In addition, through various portions of the Site, you may access historical documents that were published in the past. Please be advised that these documents may reflect information that, with the passage of time, has since changed. MRC does not undertake any obligation to update any such document. Any transactions described on the Site as having been engaged in by MRC are included as representative transactions for illustrative purposes only, and may not be representative of all transactions engaged in by MRC.

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Forward-Looking Statements.

The contents of the Site may contain forward-looking statements. These statements are based on certain beliefs, assumptions, current expectations, estimates, and projections about the financial industry, the economy, MRC, its investments and other factors. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “anticipate,” “optimistic,” “intend,” “plan,” “estimate,” “aim,” “will” or the negative version of these words or similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Furthermore, MRC undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise. 

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Sources of Information.

Certain information contained on the Site was obtained from published and nonpublished sources. Such information may not have been, and in many cases, has not been, independently verified by MRC. MRC does not assume responsibility for the accuracy of such information (or for updating the Site based on facts learned following its publication). The analyses contained in any article posted on the Site represent the applicable author’s opinion on the date of such article’s publication and these assessments were not independently verified.

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Restrictions on Use of Site.

The information, materials and other content of the Site may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of MRC. You agree not to: (a) “flood,” “spam,” “mailbomb,” “crash” or overload the Site or otherwise take any action that may result in damage, impairment or overload of the Site’s infrastructure; (b) use any device, software or routine to attempt to interfere with the Site’s functionality or appearance; (c) data mine, data scrape or otherwise attempt to use any software, device, tool or technique (including without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site to harvest, extract or collect information from the Site; (d) attempt to decompile, disassemble or reverse-engineer the Site’s source code or software; (e) use the Site to violate anyone’s rights or applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of any national or other securities exchange or do anything malicious, misleading, defamatory, libelous, abusive, fraudulent, deceptive or discriminatory; (f) assist or encourage violations of these Terms or applicable laws or regulations; (g) send unsolicited email, including promotions and/or advertising of products or services; (h) forge any TCP/IP packet header or any part of the header information in any email or posting; (i) violate or attempt to violate the security of the Site (including without limitation, accessing user accounts, servers or data without authorization, probing or testing the vulnerability of the Site’s authentication measures, security or system infrastructure without proper authorization, or otherwise interfere with service to any user, host or network); or (j) otherwise invade the privacy of, obtain the identity of, or obtain any personal information about any user of the Site. The prior written permission of MRC is required for any commercial use of materials on the Site. Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a breach of these Terms of Use.

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Any violations of system or network security, including attempts to intentionally access a computer without authorization or exceed your authorized access level, may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). MRC may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. MRC may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Site if it believes that such restriction or termination is necessary to prevent, or prevent the further spread of, a virus, security breach or system malfunction.

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Intellectual Property.

All content included on the Site, such as text, images, graphics, logos, articles and other materials, is the property of MRC or others, as applicable, and is protected by United States and international copyright and other laws. All trademarks and logos displayed on the Site are the property of their respective owners, who may or may not be affiliated with MRC. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any content or trademark displayed on the Site without the express written permission of MRC or such other third party that may own the content or trademark displayed on the Site. Nothing in these Terms of Use shall constitute a waiver of any trademark or other intellectual property rights concerning name, logo or trademark. You may download or copy content on the Site only to the extent such download is expressly permitted in writing on the Site. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Site, any content thereof, or any related software.

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Confidentiality.

All information available through any restricted or password-protected area of the Site is confidential and proprietary to MRC. You will keep such information strictly confidential and will not disclose any of this information to any person or use it for any purpose other than as strictly permitted by MRC. Any communication or content that you send to the Site is and will be deemed to be non-confidential, and MRC will be free to use, modify, reproduce and distribute it for any purpose without compensation to you.

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Third Party Content and Linked Sites.

References on this Site to any names, marks, products or services of third parties who may or may not be affiliated with MRC, or hypertext links to third party sites or information or content provided by third parties, are provided solely as a convenience to you and do not in any way constitute or imply MRC’s endorsement, sponsorship, referral or recommendation of the third party, its information, materials or services. MRC is not responsible for the practices or policies of such third parties, nor the content of any third party sites, and does not make any representations or warranties regarding third party materials or services, or the content or accuracy of any material on such third party sites. MRC has not independently verified the content of any such third party sites. If you decide to link to any such third party sites, you do so entirely at your own risk. You are advised to review the terms of use and privacy policies of any website that you visit.

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Password and Security Notification.

Certain areas of the Site may be password-protected. You may not attempt to access any password-protected areas of the Site without authorization. If you have been issued a password for the Site, you agree that MRC has granted you limited access to specific files relevant to you, and you agree not to attempt to access other files. All information that MRC provides to Site users supplying a password is confidential and intended solely for the information of its intended recipient and/or such recipient’s financial, legal or tax advisors; provided that such advisors agree not to disclose any information that is confidential. You are solely responsible for maintaining the confidentiality of your passwords, account information, user names, and/or security questions and answers for the Site, and for logging off any protected areas of the Site when you finish a session. Accordingly, you should protect the confidentiality of your password, and notify MRC immediately if you become aware of its unauthorized use. If you share your password with a third party, you assume all responsibility for all such third party’s activity related to the Site.

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Blog Posts.

The views expressed in any blog post may be the personal views of such author and do not necessarily reflect the views of MRC. Neither MRC nor the author guarantees the accuracy, adequacy or completeness of information provided in any blog post. No representation or warranty, express or implied, is made or given by or on behalf of MRC, the author or any other person as to the accuracy and completeness or fairness of the information contained in any blog post and no responsibility or liability is accepted for any such information. Nothing contained in any blog post constitutes investment, regulatory, legal, compliance or tax or other advice nor is it to be relied on in making an investment decision. Blog posts should not be viewed as a current or past recommendations or solicitations of an offer to buy or sell any securities or to adopt any investment strategy. The blog posts may contain projections or other forward-looking statements, which are based on certain beliefs, assumptions and expectations that may change as a result of many possible events or factors. If a change occurs, actual results may vary materially from those expressed in the forward-looking statements. All forward-looking statements speak only as of the date such statements are made, and neither MRC nor any author assumes any duty to update such statements. To the extent that any documents, presentations or other materials produced, published or otherwise distributed by MRC are referenced in any blog post, such materials should be read with careful attention to any disclaimers provided therein.

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GDPR.

For the purposes of European data protection law, MRC is the “data controller” of the personal information referred to in this document. The data collected from you via this website will be processed and stored at destinations outside the European Economic Area (the “EEA”) including, without limitation, in the United States. It will also be processed by persons operating outside the EEA. To fulfill the purposes described in this Terms of Use, your personal information may be transferred (a) among MRC, and (b) to legal and other professional advisors of MRC. You may access, correct or delete the personal data collected through this website. You may object, at any time, to the further processing of your personal data, and also may receive your personal data in a structured and standard format. You may exercise your rights by contacting MRC as set forth below under Contact Information. Individuals located in the EEA have the right to lodge a complaint relating to privacy or data protection with a supervisory authority of the EEA state where they live or where any alleged infringement of data protection laws occurred. A list of the supervisory authorities can be found here: http://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm. 

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Cookies.

MRC may collect certain aggregate and non-personal information when you visit the Site, which may be collected through “cookie” technology. Cookies are bits of text that can be placed on your computer’s hard drive when you visit certain web sites. Cookies may enhance your online experience by saving your preferences while you are visiting a particular site. The “help” portion of the toolbar on most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. Without cookies, you may not be able to take full advantage of all of the Site’s features.

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Other Agreements.

Nothing contained in these Terms of Use is intended to modify or amend any other written agreement you may have with us (“Other Agreements”), if any, which may currently be in effect. In the event of any inconsistency between these Terms of Use and any Other Agreements, the Other Agreements will govern.

 

Governing Law; Waiver.

You agree that your use of the Site and any disputes relating to any of them shall be governed in all respects by the laws of the State of New York, without giving effect to its conflict of laws principles. The failure of MRC to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and will not limit MRC’s rights with respect to such breach or any subsequent breaches. You agree that if any dispute should arise between you and MRC, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.

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Arbitration.

By using the Site, you agree that MRC, in its sole discretion, may require you to submit any disputes arising from the use of the Site, related services or these Terms of Use concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the State of New York, without giving effect to its conflict of laws principles.

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International Use.

The Site is operated and controlled by us in the United States. Despite the global nature of the Internet, MRC makes no claims that the Site or its content are appropriate or may be viewed or used in every jurisdiction worldwide. Access to the Site from countries or territories where such access is illegal is prohibited. MRC makes no representations that the transactions, products or services discussed on or accessible through the Site are available or appropriate for sale or use in all jurisdictions or by all users. Those who access the Site from outside the United States do soon their own initiative and are responsible for compliance with local laws, rules and regulations.

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DISCLAIMER.

ALL INFORMATION AND MATERIALS AVAILABLE ON OR THROUGH THE SITE AND ALL SERVICES OFFERED IN CONNECTION WITH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, MRC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. FOR THE AVOIDANCE OF DOUBT, YOUR USE OF THE SITE EQUATES TO YOUR ACKNOWLEDGEMENT THAT THE ENTIRE RISK OF USE OF THE SITE REMAINS WITH YOU TO THE FULLEST EXTENT PERMITTED BY LAW.

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Limitation of liability.

By using the Site, you acknowledge and agree: (a) that your use of the Site is at your sole risk; (b) that you assume full responsibility for all costs associated with your use of the Site; (c) to indemnify MRC and its officers, directors, managers, partners, members, shareholders, employees, consultants, advisors and agents (collectively, the “Related Persons”) from and against any and all claims, losses, liability, costs and expenses (including, but not limited, to attorney’s fees), arising from your use of the Site or related services or from your violation of these Terms of Use; and (d) that MRC and its Related Persons shall not be liable for any damages, losses or liabilities of any kind related to your use of or inability to use the Site, including without limitation, direct, indirect, incidental, special, punitive, compensatory or consequential damages, lost profits and/or loss of or damage to property whether the alleged liability is based on contract, tort, negligence strict liability, or any other basis, even if MRC has been advised of the possibility of such damages. In no event shall MRC be liable for any damages, losses or liabilities, in connection with your reliance on or use or inability to use the information, materials, products or services on the Site, or in connection with any failure of performance, error, omission, interruption, defect or delay in operation or transmission, computer virus, line or system failure or other computer malfunction even if MRC is advised of the possibility of such damages, losses, or expenses. Neither MRC nor any party involved in creating, producing or delivering the Site shall be liable for any damages, including without limitation, direct, incidental, consequential, indirect or punitive damages arising out of access to, use of or inability to use the site, or any errors or omission in the content thereof. This limitation includes damages to, or for any viruses that infect your computer equipment. MRC reserves the right to alter or remove the content of the Site or suspend or terminate your use in any way, at any time, for any reason, without prior notification, and will not be liable in any way for possible consequences of such changes.

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Injunctive Relief.

You acknowledge that a violation or attempted violation of any of these Terms of Use will cause irreparable damage to MRC, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that MRC will be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these Terms of Use by you, or your affiliates, partners, employees, representatives, or agents, as well as recover from you any and all costs and expenses sustained or incurred by MRC in obtaining such an injunction, including, without limitation, attorney’s fees. You agree that no bond or other security will be required in connection with such injunction.

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Severability.

These Terms of Use will be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision will nonetheless be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions.

 

Contact Information.

For any questions regarding these Terms of Use, please contact MRC at admin@mrivercapital.com.