Nexus Capital Management LP (together with its affiliates “Nexus” or “we”) Terms and Conditions of Use Effective Date: January 2, 2018

Please read these Terms of Use (“Terms”) carefully before using (the “Site”) operated by Nexus. Your access to and use of the Site is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Site. By accessing or using the Site you agree to be bound by these Terms. If you do not agree to every provision of these Terms and Conditions, you do not have permission to access, browse or use this Site. We reserve the right to revise these Terms and Conditions at any time for any reason, without notice or obligation, by updating this posting. These Terms and Conditions are effective as of the date indicated above.



All the material displayed on and/or accessible through this Site, including without limitation, software, text, graphics, images, reports and other material (“Content”) is property of Nexus or others. We permit limited rights to use this Site for your own non-commercial use. You agree not to use, transfer, distribute or dispose of any information contained in the website in any manner that could compete with the business of Nexus or its portfolio companies.

You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of this website. You may not publish, broadcast, retransmit, reproduce, repackage, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the website except as explicitly permitted in these Terms of Use. The modification of this Site is prohibited unless one has express written consent of Nexus. You are not granted any license for (i) any resale or commercial use of this Site and/or any Content; (ii) any derivative use of this Site or the Content; or (iii) any use of data mining, robots, or similar data gathering and extraction tools. Unauthorized use shall automatically terminate all rights granted to you hereunder.

Nexus or others retain their respective property rights, including, without limitation, all rights under U.S. and international copyright law, to all Content, (which, for the avoidance of doubt, includes but is not limited to non-textual information components, such as graphic images and trade dress, that are part of or incident to the Content). This means that without the prior express written permission of Nexus, you MAY NOT (i) distribute Content to others; (ii) include Content on any other web site, on a server computer, or in documents, including but not limited to “mirroring” the information and/or displaying the information by means of HTML frames or similar means; or (iii) modify or re-use the Content. Nexus reserves all rights not expressly granted herein.

Nexus’ logo and name are trademarks and/or registered trademarks of Nexus Capital Management LP. You acknowledge and agree that any name, logo, trademark or service mark contained on this Site is owned or used with permission by Nexus, its portfolio companies or others and may not be used by you without the express prior written approval of Nexus or the relevant owner of the name, logo, trademark or service mark. Your use of any of these materials is prohibited unless specifically permitted by Nexus in writing prior to any such use. Any unauthorized use of these materials may subject you to penalties or damages, including but not limited to those related to violation of trademarks, copyrights, privacy and publicity rights.



Third parties may provide certain information content to Nexus, which may be available through the Site (“Third Party Content”). The Third Party Content is the copyrighted work of the creator/licensor and may be subject to terms of use, privacy policies or other terms and conditions of such third parties. Please contact the appropriate third party for further information regarding these terms.



You may not link to this Site from any pornographic, obscene, profane, defamatory, libelous, threatening, unlawful or other web site or material which could constitute or encourage unlawful conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or regulation. Although this Site may link to other web sites (“External Sites”), Nexus is not, directly or indirectly, implying any approval, association, sponsorship, endorsement or affiliation with any External Site, unless specifically stated herein. By entering this Site, you acknowledge and agree that Nexus has not reviewed the External Sites and is not responsible for the content contained on any External Site. Your access and use of any External Site is at your own risk.



You acknowledge that neither this Site nor any Content made available through the Site is intended to constitute an offer to buy or sell any securities. Nexus only provides investment advisory services to the Nexus investment vehicles and does not solicit or make its services available to the public.

You acknowledge that specific transactions included on the Site are representative. Representative transactions may not include a complete list of all or current Nexus investments. Past performance of representative transactions is no guarantee of future results. It should not be assumed that investments made in the future will be profitable or equal to the performance of previous investments. You agree that such information should not be construed as an offer or solicitation of any security or investment product, nor should it be interpreted to contain a recommendation for the sale or purchase of any security or investment product.



Nexus is committed to protecting your privacy online. To better protect your privacy, we provide this notice explaining our online information practices and the choices you can make about the way your information is collected and used at the Website.

When you visit the Website, we may collect personally identifiable information, including name, address and email address. We also may collect certain non-personally identifiable information when you visit many of our pages, such as the type of browser you are using, the type of operating system you are using, and the domain name of your Internet service provider.

We also collect certain information about you through the use of “cookies”, which are small pieces of information that are stored by your browser on your computer’s hard drive. We collect, retain and use information about you solely for the purpose of better understanding our users and their use of the Website. Nexus will not release information collected about you unless we receive your prior consent or we are required by law to release such information.

We use the non-personally identifiable information that we collect to improve the design and content of the Website and to enable us to personalize your Internet experience. We also may use this information in the aggregate to analyze site usage. Information collected through the Website may be transferred to Nexus’ affiliated companies if it is necessary to do so in order to carry out the purpose of your submission. By submitting information through the Website, you consent to such transfer of information to Nexus’ affiliated companies. Nexus will not release information collected about you unless we receive your prior consent or we are required by law to release information to the recipient.



You agree to defend, indemnify and hold harmless Nexus and its affiliates, representatives, partners, agents and employees from and against all liabilities, claims, costs and expenses, including attorneys’ fees, that arise out of or in connection with your use of the Site or breach of these Terms.



Nexus makes a responsible effort to ensure that the content on this site is accurate and correct. Nexus makes no warranties or representations as to the accuracy of the content. This site and all content is provided to you “as is,” “as available” and with all faults and nexus hereby disclaims all warranties of any kind, either express or implied, including, but not limited to the implied warranty of merchantability, fitness for a particular purpose, title and non-infringement to the full extent permitted by law. To the fullest extent permitted by law, nexus also disclaims any warranties for the security, reliability, timeliness, and performance of this site. Your use of the site is at your sole risk. Nexus makes no warranty that (i) the site will meet your requirements, (ii) the site will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the site will be accurate or reliable, (iv) the quality of any services, information, or other material obtained by you through the site will meet your expectations, and (v) any errors will be corrected.


Limitations of Liability

Neither nexus nor any of its partners, affiliates or third party providers will be liable to you or any third party for any form of damages (including, without limitation, direct, indirect, incidental, special, punitive or consequential damages) arising out of or related to the use or attempted use of the site, any external sites or the materials, however arising, whether in contract, tort or otherwise, even if nexus was informed of the possibility of these damages.



Nexus operates the Site from the United States and makes no representation that the Content are appropriate for use in locations other than the United States. If this Site is used outside of the United States, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Content. Failure of Nexus to act on or enforce any provision of these Terms and Conditions shall not be construed as a waiver of that provision or any other of these Terms and Conditions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect.



Nexus may terminate your access to this website for any reason, without prior notice. The Agreement shall survive any termination or expiration of your access to the website.



You agree that your use of this website and any disputes relating to the website or the Agreement shall be governed in all respects by the laws of the State of California. Any dispute relating to the above shall be brought solely in the state or federal courts located in Los Angeles, California and you expressly consent to the exercise of personal jurisdiction by and to venue in such courts for purposes of resolving such disputes. You agree to bring any claim solely in your individual capacity and you expressly waive any right to bring any claim as part of a group or as a class action.