Terms of Use - Nile Capital Group

Nile Capital Group LLC Website Terms and Conditions of Use Effective Date: January 15, 2018

The information offered by Nile Capital Group LLC (“Nile”) on the web site located at www.nilecapitalgroup.com (this “Site”) is intended for the management of talented, boutique, niche, and diverse asset managers of superior growth potential interested in partnering with Nile. Your use of this Site is subject to the terms and conditions of this Terms of Use Agreement (the “Terms and Conditions”). These Terms and Conditions do not amend or supersede any previous written agreements you may have with Nile.

By accessing, browsing and/or using this Site, you acknowledge and agree to these Terms and Conditions. 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 and for any reason, without notice or obligation, by updating this posting. By accessing, browsing and/or using this Site following the posting of changes to these Terms and Conditions, you accept all provisions of the revised Terms and Conditions. If you do not agree to all of the Terms and Conditions, you agree that your sole remedy is to discontinue use of this Site. Any use of this Site in a manner inconsistent with these Terms and Conditions is deemed unauthorized access and may subject the user to civil or criminal penalties. We strongly recommend that you periodically visit this page of the Site to review these Terms and Conditions. These Terms and Conditions are effective as of the date indicated above.

1. Restricted Use of Site Materials

As between Nile and you, Nile is the copyright owner of all the material displayed on and/or accessible through this Site, including without limitation, software, text, graphics, charts, information, images, reports, presentations and other material (collectively referred to as the “Content”). Nile grants you a limited right to access and use this Site solely for your own personal, internal, non-commercial use. For your personal non-commercial use only, you may print copies of the Content and store it on your own computer. You may not otherwise download or modify this Site or any Content, except with the prior express written consent of Nile. 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. Any unauthorized use by you shall automatically terminate all rights granted to you hereunder.

Nile retains its 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 Nile, 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. Nile reserves all rights not expressly granted herein.

Nile Capital Group, the pyramid logo, and Where Investment Ideas Flow Freely are trademarks and/or registered trademarks of Nile. You acknowledge and agree that any name, logo, trademark or service mark contained on this Site is owned or used with permission by Nile and may not be used by you without the express prior written approval of Nile or the relevant owner of the name, logo, trademark or service mark. Nile will aggressively enforce its intellectual property rights to the full extent of the law. Your use of any of these materials is prohibited unless specifically permitted by Nile 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.

2. Linking

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. Notwithstanding the fact that Nile or other parties involved in creating, producing, or delivering this Site may monitor or review any links to this Site, Nile and such parties assume no responsibility or liability which may arise from the content thereof, including but not limited to claims for defamation, libel, slander, obscenity, pornography, profanity or misrepresentation.

Although this Site may link to other web sites (“External Sites”), Nile 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 Nile 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.

3. No Offer of Securities or Advice

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. Nile only provides investment advisory services to the Nile investment vehicles and does not solicit or make its services available to the public. You acknowledge that Nile does not provide any tax, legal, accounting or other professional advice through the Content made available on the Site.

You acknowledge that specific transactions included on the Site are representative. Representative transactions may not include a complete list of all or current Nile. 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.

4. Special Notice for International Use

This Site is hosted in the United States. Nile does not claim that this Site is appropriate for your specific jurisdiction. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use this Site if you are restricted by any local, state, national or international laws.

5. Privacy Statement

To understand our privacy practices, please review our Privacy Statement which also governs your visit to and use of this Site.

6. Indemnity and Release

You agree to release, indemnify and hold Nile and the Nile Parties (as defined in Section 8) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Site and/or your violation of these Terms and Conditions. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes, without limitation, any claim resulting from delay and the criminal acts of others.

7. Disclaimers

While Nile makes reasonable efforts to ensure that the Content is correct, Nile 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 NILE 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, NILE ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THIS SITE. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. NILE 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.

8. Limitations of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NONE OF NILE, ITS OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS AND/OR ANY OTHER PARTY INVOLVED IN THE DEVELOPMENT, MAINTENANCE OR OFFERING OF THE SITE (THE “NILE PARTIES”) SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (II) (UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT SHALL THE TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

9. Applicable Law and Jurisdiction

You agree that the laws of the State of California, without regard to its principles of conflict of laws, will govern these Terms and Conditions and any dispute concerning or related to these Terms and Conditions. At Nile’s or your election, all disputes, claims, or controversies arising out of or relating to these Terms and Conditions or the Site that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before J.A.M.S. or its successor. Nile shall advance the costs of such binding arbitration, but you agree that should Nile prevail in the arbitration, Nile is entitled to reimbursement of all costs. Unless otherwise agreed by the parties, arbitration will be held in Los Angeles, CA, before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by J.A.M.S. and will be conducted in accordance with the rules and regulations promulgated by J.A.M.S. unless specifically modified in these Terms and Conditions. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator will have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three (3) depositions as of right, and the arbitrator will not have the power to order the answering of interrogatories or the responses to requests for admission or the inspection of premises. In connection with any arbitration, each party must provide to the other, no later than ten (10) business days before the date of the arbitration, the identity of all persons that may testify at the arbitration, a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert, and a summary of the expert’s opinions and the basis for said opinions. The arbitrator’s decision and award shall be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory damages set forth in the Terms and Conditions and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms and Conditions and each party hereby irrevocably waives any claim to such damages. The parties covenant and agree that they will participate in the arbitration in good faith. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THESE TERMS AND CONDITIONS.

10. Termination of the Agreement

Nile reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms and Conditions and access to all or any part of the Site or the Content, at any time and for any reason without prior notice or liability. Nile reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability. If these Terms and Conditions are terminated, this clause and Sections 1, 3, 6, 7, 8, 9, and 11 shall survive.

11. General

These Terms and Conditions constitute the entire agreement between you and Nile regarding your use of the Site, superseding any prior agreements between you and Nile with respect to your use of the Site. If any of these Terms and Conditions are deemed invalid, void or unenforceable, such term or condition shall be deemed severable and shall not affect the validity or enforceability of the remaining terms and conditions. Failure of Nile 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. Notices to you may be made via either email or regular mail. The Site may also provide notices to you of changes to these Terms and Conditions or other matters by displaying notices or links to notices generally on the Site.