Terms and Conditions

These Terms of Use (“Agreement”) should be read carefully before accessing the website of Clear Path Asset Management, LLC (“CPAM”) or those of its subsidiaries and affiliates. This Agreement sets forth the legally binding terms and conditions for your use of the website at www.clearpathasset.com (the “Site”). By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement and all other rules, policies and procedures that may be published by CPAM from time to time on the Site, each of which is incorporated by reference and each of which may be updated by CPAM from time to time without notice to you.

Your use of the Site is governed by the version of this Agreement in effect on the date of use. CPAM may modify this Agreement at any time and without prior notice. Your continued use of and access to the Site constitutes your acknowledgement of, and agreement to, the then current Terms of Use and to having reviewed the most current version of the Terms of Use. Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and CPAM, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with CPAM, or its subsidiaries or affiliates. If you do not agree to all the terms of this Agreement and/or any other agreements between you and CPAM, you are not eligible to use this Site. This Agreement applies to all users of the Site who in any way use the Site provided by CPAM (in each case, a “User”).

CPAM reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and CPAM does not undertake any obligation or responsibility to update or amend any such information. CPAM may discontinue or change any product or service described in or offered on the Site at any time. CPAM further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that CPAM and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

CONFIDENTIALITY AGREEEMENT

By using and accessing CPAM, you agree to keep all information you learn on the site private and confidential.

USE OF LINKS

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under CPAM’s control, and you acknowledge that CPAM is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by CPAM or any association with its operators. You further acknowledge and agree that CPAM shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the CPAM Site.

THIRD PARTY CONTENT

Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively “Third Party Content”). CPAM does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that CPAM is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless CPAM, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Content or otherwise from your violation of the Agreement, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. CPAM reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with CPAM in asserting any available defenses.

LIMITATION OF LIABILITY

IN NO EVENT SHALL CPAM, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00) ARISING FROM USE OF THE SITE.

GOVERNING LAW; ARBITRATION

This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and CPAM, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against CPAM only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

INTEGRATION AND SEVERABILITY

This Agreement is the entire agreement between you and CPAM with respect to the use of the Site, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and CPAM with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.