TERMS OF USE

As used herein, the terms “you” and “user” shall mean any visitor to this site (this “Website”).

By accessing this Website, you signify your agreement with, and understanding of, the following terms of use and legal information (“Terms”) pertaining to both this Website and any material on it.  This Website is offered to you conditioned on your acceptance without modification of the Terms contained herein.  Your use of this Website constitutes your agreement to all such Terms.  

Nantahala Capital Management, LLC (together with its affiliates and their members, partners, owners, officers, directors, employees, agents and representatives, “Nantahala”) reserves the right to change the opinions and any other content, including the Terms under which this Website is offered, without prior notice at any time.  You should review the most current version of this document by visiting this Website and clicking on the Terms of Use hyperlink located at the bottom of the page.  This Website and your access to it can be terminated at any time, with or without notice and for any reason. 

Any projections, market outlooks or estimates on this Website are forward-forward looking statements and are based upon certain assumptions.  Other events that were not taken into account may occur and may significantly affect such projections, outlooks or estimates.  Nantahala does not undertake to update forward-looking statements. 

Restrictions on Use and No Offer

This Website is for information purposes only, and nothing herein constitutes an offer to buy or sell, or a solicitation of an offer to buy or sell, any security or other instrument, or any investment product or service, nor does anything herein constitute professional advice or an investment recommendation. Any of Nantahala’s products and services mentioned in this website are not offered to any person or entity in any jurisdiction where their offer is restricted or prohibited by law.  Nantahala provides no advice or recommendations with respect to the use of this Website, nor do the contents of this Website constitute investment, legal, tax or accounting advice or advice regarding the suitability or profitability of any transaction or investment.

Ownership of Site and Copyright

Nantahala owns and maintains this Website.  This Website and any and all accompanying screens, information, materials, user documentation, user interfaces, images, arrangements of information, related software and other proprietary property of Nantahala or its licensors (“Materials”) accessible via this Website is and shall remain the exclusive property of Nantahala and its licensors, as the case may be.  All rights to this Website remain with Nantahala or its licensors.  This Website and its Materials may only be used for your personal education and non-commercial use.  You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell, harvest, scrape or otherwise use by electronic or any other means any Materials obtained from this site without Nantahala’s prior written consent.

Trademarks

Nantahala and other marks and company names indicated on this Website are service marks of Nantahala. Nothing on this Website shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any photograph, image, trademark, logo or service mark on this Website.  As with the Materials (described above), such trademarks, logos and/or service marks and company names may not be modified, reproduced, distributed, published, displayed, licensed, transferred, sold or otherwise used by electronic or any other means without the prior written consent of Nantahala.  All other trademarks, service marks and company names and logos appearing on this Website are the property of their respective owners.

Unauthorized Access

This Website is not absolutely protected against unauthorized third parties.  You acknowledge that any information provided through the internet may be potentially accessed by unauthorized third parties.  Although Nantahala will make such efforts it determines in its sole discretion are commercially reasonable to protect the privacy of users of this site, no guarantee can be made that unauthorized third parties will not access the information contained on this Website or data collected through this Website.  You acknowledge that Nantahala is not responsible for notifying you that unauthorized third parties have gained such access or that any data has been otherwise compromised during transmission across computer networks or telecommunications facilities, including, but not limited to, the internet.

Non-United States Visitors

Given the global nature of the internet, this Website may be accessed by visitors residing outside of the United States.  Nantahala makes no representations or warranties that this Website is appropriate or available for use in countries outside of the United States, or that products or services discussed on this Website are available or appropriate for sale or use in all jurisdictions, or by all visitors.  Visitors who choose to access this Website from outside of the United States do so at their own initiative and are responsible for compliance with any and all local laws and regulations that may apply to such access.  You may not use or export the information or materials in violation of U.S. export laws and regulations.  The information provided in or accessible through this Website is not 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 Nantahala and/or its affiliates to any registration, filing, licensing or other requirement within such jurisdiction or country.

SEC Materials

Certain information provided through this website may have been filed with the Securities and Exchange Commission (“SEC”) (such materials being referred to as “SEC Materials”).  Nantahala does not assume any duty of disclosure beyond that which is imposed by law.  The SEC Materials should be read in conjunction with an entity’s periodic and other reports filed with the SEC, including the disclosures therein of certain factors which may affect an entity’s future performance.  Individual statements appearing in the SEC Materials are intended to be read in conjunction with and in the context of the complete SEC Materials in which they appear, rather than as stand-alone statements.

Passwords and Security

Certain areas of this Website may be or become password protected and are limited exclusively to the person to whom a username and password has been issued.  You are responsible for the confidentiality and use of your password.  Your password is an important means of protection for you.  You agree to contact us immediately if you believe that an unauthorized person has obtained access to your password.

Consult Entirety of Materials

All Materials on this Website are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices.  Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

Third-Party Information

Certain information contained on this Website may be prepared by third parties.  Nantahala does not endorse, validate or recommend the information provided by such third parties.  You understand that Nantahala has no control over such information, and therefore is not responsible for the content of any such information.  Nantahala shall not be liable for any damage or loss caused by or in connection with the Materials or this Website, including the use of or reliance upon any such information.  

Links to Third-Party Sites

Nantahala has not reviewed unaffiliated sites to which this Website is linked, and is not responsible for the content of off-site pages or any other site linked or linking to the site.  Your linking to any off-site pages or other sites is at your own risk.  Nantahala makes no representations whatsoever about the opinions or accuracy of information expressed by any third party appearing on a linked site, neither regularly monitors nor has control over the contents of such sites, and does not endorse or validate, and disclaims all responsibility for, the content of such statements or websites.

Disclaimer of Warranties

This Website and all Materials are provided “as is,” “as available” without warranty of any kind, either express or implied, to the fullest extent permissible pursuant to applicable law.  Without limitation, Nantahala does not warrant the accuracy, adequacy, completeness, reliability, timeliness or availability of this Website or any information on this Website, and expressly disclaims liability for errors or omissions on this Website.  There is no warranty of merchantability, no warranty of fitness for a particular purpose, no warranty of non-infringement, no warranty of any kind, implied, express or statutory, in conjunction with this Website.  Any contents on this Website are subject to change without notice.  The Materials published on this Website may include inaccuracies or typographical errors.  Nantahala further assumes no responsibility for, and makes no warranties that, functions contained at this Website will be uninterrupted or error-free, that defects will be corrected, or that the site or the server that makes it available will be free of viruses or other harmful components.  In addition, Nantahala makes no representation about the suitability of the Materials for any purpose.  You (and not Nantahala) assume the entire cost and risk of using this Website and the Materials.  Please note that applicable law may not allow the exclusion of certain warranties, so some or all of the above exclusions may not apply to you.

Limitation of Liability

In no event will Nantahala be liable for any damages, or for repairs or corrections that must be performed, to or on your computer, person or other property arising in connection with this Website or use thereof, including, without limitation, direct or indirect, special, incidental, or consequential damages, losses or expenses, even if Nantahala is advised of the possibility of such damages.  This limitation of liability applies regardless of any negligence or gross negligence of Nantahala.  Notwithstanding the foregoing, liability is limited to the fullest extent permitted by applicable law. . 

If you are dissatisfied with any portion of this Website, or with any of these Terms, your sole and exclusive remedy is to discontinue using this Website.

Governing Law and Consent to Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflicts of laws provisions that would mandate the applicable of the law of another jurisdiction.  Any legal action or proceeding related to this Website shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Connecticut.

Severability

If a court of competent jurisdiction deems any provision of these Terms unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. 

Additional Terms

Certain webpages on this Website may contain separate terms and conditions, which are in addition to these Terms. In the event of a conflict, the additional terms and conditions will govern such webpages.