Disclaimer

Website Disclaimers and Limitations of Liability

Subject to any applicable law that cannot be excluded, the Website and Content are provided “as is” and “as available” without any representation, warranty or condition. No reliance should be placed on any information on the Website or the Content. Users agree to bear all risks associated with their use of the Website and Content, including, but not limited to, any reliance on the availability, accuracy, completeness, timeliness, usefulness or appropriateness of the Website or Content. You agree that Blackwells is not liable for any action you take, omission, or decision you make in reliance on the Website or the Content, subject to applicable law.

The Content and the Website are for informational purposes only and are not investment, professional, legal or other advice nor are they to be relied upon in making an investment or other decision. Blackwells reserves the right to change any of its opinions expressed herein at any time as it deems appropriate and disclaims any obligation to notify the market or any other party of any such change, except as required by law. The information contained in the documents and filings posted to this Website is current only as of the date of such document or filing. Blackwells disclaims any obligation to update the information or opinions contained on this Website.

Certain financial projections and statements presented on this Website have been derived or obtained from filings made with the U.S. Securities and Exchange Commission (“SEC”) or other regulatory authorities and from other third-party reports. Neither Blackwells nor any of its affiliates shall be responsible or have any liability for any misinformation contained in any SEC or other regulatory filing or third-party report. Select figures presented on this Website may not have been calculated using generally accepted accounting principles (“GAAP”) and have not been audited by independent accountants. Such figures may vary from GAAP accounting in material respects and there can be no assurance that the unrealized values reflected within such materials will be realized.

This Website does not recommend the purchase or sale of any security, and should not be construed as legal, tax, investment or financial advice, and the information contained herein should not be taken as advice on the merits of any investment decision.

Any transactions described on the Website or in any Content as having been engaged in by Blackwells are included as representative transactions for illustrative purposes only. Past performance is not indicative of future results. No assurance or representation is made, that comparable results or any target returns disclosed on the Website or in Content will be achieved.

You agree that, to the maximum extent permitted by applicable law, in no event shall you seek to hold Blackwells, its affiliates and/or their respective officers, directors, managers, partners, members, shareholders, employees and agents (collectively, “Affiliates”), liable and in no event shall Blackwells or its Affiliates be liable to any party, whether in contract, tort (including, but not limited to, negligence) or otherwise, for damages (including, but not limited to, direct, indirect, incidental, consequential, special, punitive, exemplary and aggravated damages and damages for loss of use, profits or revenue) or any other remedy relating to the access, use, inability to use, availability of the Website or the Content, irrespective of whether Blackwells has been advised of the possibility of such damages and/or losses.

The liability of Blackwells and/or its Affiliates for breach of any condition, guarantee or warranty implied by statute that cannot be excluded, is limited to the maximum extent permitted by law, at Blackwells’ option, to the re-supply of goods or services, or the payment of the costs of having goods or services re-supplied.

 

Indemnification

You agree that a condition of your use of the Website and Content is that you indemnify Blackwells, its Affiliates and their respective representatives harmless against any and all liabilities, losses, damages, suits, claims, demands, costs (including, but not limited to, court costs and legal fees), fines and actions of any kind or nature suffered as a result of your use of the Website or Content, your breach, violation or non-performance of any term or condition of these Terms of Use, your violation of any third party’s rights (including, but not limited to, intellectual property rights) relating to the Website or Content, or any disputes or issues between you and any third party.

 

Not an Offer to Sell or Buy

The materials on this Website are provided merely as information and are not intended to be, nor should they be construed as, an offer to sell or a solicitation of an offer to buy any security. Funds, investment vehicles, and accounts managed by Blackwells may currently beneficially own shares of common stock of public companies discussed on the Website. These funds, investment vehicles, and accounts are in the business of trading – buying and selling – securities and may trade in the securities of the public companies discussed on this Website. You should assume such funds, investment vehicles, and accounts will from time to time sell all or a portion of their holdings in open market transactions or otherwise, buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments relating to such shares, regardless of the views expressed on this Website. Blackwells reserves the right to take any actions with respect to investments as it may deem appropriate and to change its intentions with respect to its investments at any time and disclaims any obligation to notify the market or any other party of any such changes or actions, except as required by law.

Although Blackwells believes the statements made on this Website are substantially accurate in all material respects and do not omit to state material facts necessary to make those statements not misleading, Blackwells makes no representation or warranty, express or implied, as to the accuracy or completeness of those statements or any other written or oral communication it makes with respect to any companies mentioned, and Blackwells expressly disclaims any liability relating to those statements or communications (or any inaccuracies or omissions therein). Thus, shareholders and others should conduct their own independent investigation and analysis of those statements and communications and any companies to which those statements or communications may be relevant.

 

Cautionary Statement Regarding Forward-Looking Statements

Some of the materials on this Website contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “potential,” “could,” “intend,” “project,” “will,” “may,” “would,” “opportunity,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements.

The projected results and statements contained herein that are not historical facts are based on current expectations, speak only as of the date of these materials and involve risks, uncertainties and other factors that may cause actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which entail risks and uncertainties and are beyond the control of Blackwells.

Though certain material on this Website may contain projections, nothing on this Website is, or is intended to be, a prediction of the future trading price or market value of securities of the Company. Accordingly, there is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections and potential impact of the opportunities identified by Blackwells herein are based on assumptions that Blackwells believes to be reasonable as of the date of the materials on this Website, but there can be no assurance or guarantee that (i) any of the proposed actions set forth on this Website will be completed, (ii)  the actual results or performance of the Company will not differ, and such differences may be material, or (iii)  any of the assumptions provided in this Website are accurate.

There can be no assurance that the projected results or forward-looking statements included herein will prove to be accurate, and therefore actual results could differ materially from those set forth in, contemplated by, or underlying these forward-looking statements. In light of the significant uncertainties inherent in the projected results and forward-looking statements included herein, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and strategic initiatives expressed or implied by such projected results and forward-looking statements will be achieved. Blackwells will not undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events.

 

Concerning Intellectual Property

All registered or unregistered service marks, trademarks and trade names referred to on this Website are the property of their respective owners, and Blackwells’ use herein does not imply an affiliation with or endorsement by, the owners of these service marks, trademarks and trade names. Some of the materials on this website are copyrighted by Blackwells and may not be used without permission.

 

Linked Websites

The Website may contain links to other websites. We are not responsible for the content, security or privacy practices of other websites and we do not endorse other websites or their content by virtue of linking to them from the Website. You should review the terms of use and privacy policies of any third party website that you visit.

Pages on the Website that are accessible only via registered accounts and with log-on credentials are only available to institutional or professional Users. By accessing such pages, Users will be deemed to have confirmed that they meet the criteria for this classification. Such confirmation will be treated by Blackwells as the User's acceptance that they understand the classification of these Terms of Use as applicable under the regulatory regime of their country of residence.

 

Testimonials, Other Quotations and Third-Party Statements

Blackwells has neither sought nor obtained the consent from any other third party to use any statements or information contained herein that have been obtained or derived from statements made or published by such third parties, nor has it paid for any such statements. Any such statements or information should not be viewed as indicating the support of such third parties for the views expressed herein. Blackwells does not endorse third-party estimates or research which are used on this Website, and such use is solely for illustrative purposes. No warranty is made that data or information, whether derived or obtained from filings made with the SEC or any other regulatory agency or from any third party, are accurate. Past performance is not an indication of future results.

This Website may contain links to articles and/or videos (collectively, “Media”). The views and opinions expressed in such Media or those of the author(s)/speaker(s) referenced or quoted in such Media, unless specifically noted otherwise, do not necessarily represent the opinions of Blackwells.

 

User Content

Electronic communications can be intercepted by third parties and electronic mail and other transmissions to and from the Website and Blackwells may not be secure. Any communications to Blackwells should be sent to the contact information provided in the “Contact Us” section of the Website. You are responsible for any content that you post on the Website or submit to us via contact forms on the Website, email, social media accounts or otherwise, including, but not limited to, your feedback, comments, questions, ideas, suggestions, survey responses or other information or materials (“User Content”). You hereby represent and warrant that any User Content you submit to us is either your original content or that you have obtained all necessary rights to your User Content, including, but not limited to, the right to authorize us to use your User Content as set forth in these Terms of Use. By submitting any User Content, you hereby grant to Blackwells an irrevocable, perpetual, worldwide, non-exclusive, transferable, royalty-free, fully paid-up, sub-licensable license to use, display, reproduce, publish, transmit, store, modify and create derivative works of your User Content.

 

Material Interests

Any part of Blackwells and/or its Affiliates may have or have had an interest or holding, relationship or other arrangement with the Products or Services, which may be material. Potential investors should refer to the applicable offering documents for any Product or Service and in particular, the potential conflicts of interest discussed therein.

 

Governing Law

These Terms of Use and the rights and obligations of any recipient or viewer of the Website or the Content (and any person that they represent) arising out of or in connection with the Website or the Content, whether contractual, non-contractual, pre-contractual or otherwise, are governed by the laws of the State of New York and any disputes arising out of or in connection with the foregoing shall be subject to the exclusive jurisdiction of the state or federal courts located in New York City. You agree to waive trial by jury in any such action.

No waiver by Blackwells or any of its Affiliates of any right under or term or provision of these Terms of Use will be deemed a waiver of any other right, term or provision of these Terms of Use. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

You should be aware that any rules and/or regulations applicable to the provision of financial services (and the resultant investor protection benefits that may be available), may not be applicable to interfacing conducted through the internet and its various applications, of which this material forms part.