TERMS OF USE

AGREEMENT TO TERMS OF USE

Please read the following terms and conditions (“Terms of Use”) before using the website (the “Site”) of North Reef Capital Management (“North Reef ”). Your access to and use of the Site is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and North Reef. The Site is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. By accessing and using the Site, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Site immediately.

JURISDICTIONAL LIMITATIONS

North Reef may only transact business in those states and international jurisdictions where North Reef is registered, has filed notice status or is otherwise excluded or exempted from notice or registration requirements. The purpose of the Site is only to provide information regarding North Reef and its services. Any communications with prospective clients residing in states or international jurisdictions where North Reef is not registered or licensed shall be limited so as to not trigger registration or licensing requirements. Nothing on the Site should be construed as investment advice, which can be provided only in one-on-one communications.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

If you are assigned a user name and password to access or use certain parts of the Site, you may not allow others to use them. If your password has been compromised for any reason, you must contact us immediately for a new password. If you provide your password to any third party, you will be solely responsible for any actions taken by such third party using your password. All information on any non-public (i.e., password-restricted) areas of the Site is confidential and private. You may not disclose or distribute it to any other person for any purpose; it is made available solely for your personal use in connection with your investment activities.

The Site is for your personal and non-commercial use, and North Reef grants you a non-exclusive, non-transferable and limited personal license to access and use the Site, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Site. You may not link other websites to the Site without North Reef's prior written permission. You may print one hardcopy of the information and download one temporary copy of the information into one single computer's memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact. You are prohibited from using the Site to advertise or perform any commercial solicitation. You may not use any robot, spider, scraper or other automated means to access the Site for any purpose without the prior written permission of North Reef. You may not take any action that imposes, or may impose, in North Reef's sole discretion, an unreasonable or disproportionately large load on North Reef's infrastructure, interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site, or bypass any measures North Reef may use to prevent or restrict access to the Site. Any rights not expressly granted herein are reserved.

NO SECURITIES OFFERING OR INVESTMENT ADVICE

The information on the Site is intended to provide an overview of North Reef to enable investors to understand the nature of North Reef's services. It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The information in the Site should not be construed as any endorsement, recommendation or sponsorship of any company or security by North Reef or any of its affiliates. You should evaluate the information made available through the Site, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information. You agree that North Reef is not liable for any action you take or decision you make in reliance on any information on the Site.

North Reef's and its affiliates' services are designed to integrate with the services provided by its clients' other legal and tax advisers, not to replace their services.

You acknowledge that any requests for information are unsolicited and any information provided shall neither constitute nor be construed as investment advice by North Reef or any of its affiliates to you or constitute the formation of an investment advisory relationship, or any other client relationship. North Reef and its affiliates do not guarantee the suitability or potential value of any particular investment or information source. North Reef may invest or otherwise hold an interest in companies or securities that may be discussed on the Site.

TRUTHFUL INFORMATION

As a condition to your use of the Site, you represent and warrant to, and agree with North Reef that, all of the information that you provide is truthful, accurate and complete.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION AND SERVICES PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY NORTH REEF OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION AND SERVICES.

NORTH REEF AND/OR ITS AFFILIATES MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME.

NORTH REEF AND/OR ITS AFFILIATES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION AND SERVICES CONTAINED ON THE SITE FOR ANY PURPOSE. ALL SUCH INFORMATION AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. NORTH REEF AND/OR ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO ALL INFORMATION AND SERVICES ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS, DIRECTLY OR INDIRECTLY, FROM THE USE OF ANY INFORMATION OR SERVICES ON THE SITE. IN NO EVENT SHALL NORTH REEF AND/OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH OR RELATING TO, THE USE OF OR ACCESS TO THE SITE OR WITH ANY DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION OR SERVICES OBTAINED THROUGH THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF NORTH REEF OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

NORTH REEF AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF ANY INFORMATION FROM OR ON THE SITE. IF YOU ARE DISSATISFIED WITH THE INFORMATION OR SERVICES OFFERED ON THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.

OWNERSHIP OF CONTENT

The Site and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of North Reef or its affiliates and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Site are proprietary to North Reef or its affiliates, including all registered and unregistered trademarks and service marks of North Reef and its affiliates. If the Site includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by North Reef, its affiliates or any third party, without the express written permission of North Reef, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of North Reef's or its affiliates' copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of North Reef.

PRIVACY

If North Reef collects any information from users of the Site, the collection and use of such information is governed by the Website Privacy Policy of North Reef, which you should read prior to providing any information to North Reef.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Site, you represent and warrant to, and agree with, North Reef that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company in the Site are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of North Reef or its affiliates or that North Reef or its affiliates endorses, recommends or approves the services or products of such companies. News stories reflect only the author's opinion and not necessarily that of North Reef or its affiliates.

The Site may contain hyperlinks to websites operated by parties other than North Reef, which may not have been screened or reviewed by North Reef and which may contain inaccurate, inappropriate or offensive material, products or services. North Reef does not control such websites, and North Reef assumes no responsibility or liability with regard to the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. North Reef's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

MODIFICATION AND MONITORING OF WEBSITE

North Reef reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of the Site. If you use the Site after we post changes to these Terms of Use, you accept the changed Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Site. Notwithstanding the preceding sentences of this paragraph, no revisions to these Terms of Use will apply to any dispute between you and North Reef that arose prior to the date of such revision. These Terms of Use may only be modified in writing as set forth in this paragraph, and may not be modified orally. North Reef expressly reserves the right to monitor any and all use of the Site.

TERMINATION AND CANCELLATION

North Reef reserves the right to modify or terminate the Site and to terminate your access to the Site, without notice at any time and for any reason.

INDEMNITY

You agree to indemnify, defend and hold harmless, at your own expense, North Reef, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Site or any product or service related thereto, or any of your other acts or omissions.

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, North Reef controls and operates the Site from its offices within the State of California, United States of America.

North Reef does not claim that materials in the Site are appropriate or available for use in locations other than California. If you choose to access the Site from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

These Terms of Use are governed by the laws of the State of California, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in Orange County, California, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Site or any product or service related thereto. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and North Reef or any of its affiliates as a result of these Terms of Use or use of the Site.

North Reef's performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of North Reef's right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by North Reef with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Site after accessing the Site, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Site in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the same may be amended by North Reef online or otherwise from time to time. A printed version of these Terms of Use and any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and North Reef with respect to the Site and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and North Reef with respect to the Site.

You agree to be bound by these Term of Use by accessing the Site and that your agreement shall be legally binding and enforceable and a legal equivalent of your handwritten signature.