TERMS OF USE

Last Updated March 9, 2023

These Terms of Use constitute a legally binding agreement between Broadfield Capital and you, the user of the Broadfield Capital web site (the “Site“).  By accessing the Site, you acknowledge that you have read and agree to these Terms of Use.  These Terms of Use govern your use of the Site.  Please read these Terms of Use carefully.  If you do not agree with any of the terms and conditions contained herein, please do not access the Site.

Broadfield Capital reserves the right to amend these Terms of Use in its sole discretion. Broadfield Capital will post any changes to these Terms of Use on the Site, and changes are effective immediately upon posting.  Your continued use of the Site after any such changes constitutes your acceptance of the new terms and conditions.

Use of the Site

Your right to access and use the Site is limited solely for the purpose of evaluating a potential business relationship with Broadfield Capital or for internal business purposes in furtherance of an existing business relationship with Broadfield Capital.  Without limiting the foregoing, as a condition of your right to access the Site under these Terms of Use, you acknowledge and agree that you shall not directly or indirectly:

• use the Site for any commercial purpose or the benefit of any third party;
• use the Site to develop, generate, transmit or store information that: (A) infringes, misappropriates or otherwise violates Broadfield Capital’s or any third party’s intellectual property or other proprietary right; (B) is defamatory or harmful; or (C) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Site;
• remove any proprietary notices from the Site or any copy thereof;
• attempt to decompile, reverse engineer or hack the Site or to defeat or overcome any security measures, encryption and/or digital rights management technology implemented by Broadfield Capital with respect to the Site and/or data transmitted, processed or stored by Broadfield Capital; or
• use the Site for any illegal or fraudulent purpose.

Ownership

The trade names, trademarks, service marks, trade dress, logos and other indicia of source (collectively, “Marks“) found on the Site and any and all information and content available through the Site (including strategies, policies, business plans, research, concepts, data, designs, text, graphics, user interfaces, photographs, artwork, graphs, charts, images, and other works of authorship, and the design, structure, selection, organization, compilation, coordination, expression, “look and feel” and arrangement of any of the foregoing)  (collectively, the “Content”) are proprietary to Broadfield Capital or its licensors and are protected by intellectual property rights and unfair competition and other laws.  The Marks may be registered or unregistered trademarks of Broadfield Capital or others.  You may not use any Mark or Content without the express written permission of the owner (whether Broadfield Capital or otherwise), and nothing contained in these Terms of Use or anywhere on the Site shall be construed as granting any license or right to use any Mark or Content.  You may not use any Mark in any manner that is likely to cause confusion about the source of any product or service or falsely implies Broadfield Capital’s sponsorship, endorsement, or affiliation with any third-party activity.  You may not copy, reproduce, modify, create derivative works from, publicly display, publicly perform, distribute, retransmit, publish, broadcast, sell, use, store, disseminate, disclose, discuss or reveal any Content (or any copies, summaries, extracts or other reproductions of any Content, in whole or in part), in any form or medium, without Broadfield Capital’s express prior written consent in each case.  Any unauthorized or prohibited use of the Marks or Content may subject the offender to civil and criminal liability under applicable law.

Information Purposes Only

Nothing on the Site is an offer or solicitation to buy or sell any security. Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you should pursue any investment strategy, and no information or material on the Site is to be relied upon for the purpose of making or communicating investment or other decisions. Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax, legal or other professional advice.

Risks You Assume

Information on the Site speaks only as of the date indicated.  While we make reasonable efforts to provide accurate information, we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. You agree that we are not responsible for any action that you take or decision you make in reliance on any information contained in the Site.

Disclaimer of Warranties

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, PROVIDED WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY BROADFIELD CAPITAL, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SITE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.  BROADFIELD CAPITAL FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE.  YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED UNDER LAW.

Limitation of Liability

BROADFIELD CAPITAL DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE SITE OR THE CONTENT.  BROADFIELD CAPITAL IS NOT LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIM OF ANY NATURE WHATSOEVER BASED ON

(1) THE SITE OR THE CONTENT, INCLUDING ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE CONTENT OR ANY FEATURE OF THE SITE OR

(2) YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE.

UNDER NO CIRCUMSTANCES WILL BROADFIELD CAPITAL BE LIABLE FOR ANY DAMAGES OR LOSSES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF ANY SERVICE OR CONTENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER TORT (INCLUDING NEGLIGENCE OF ANY KIND), CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF THE DAMAGES OR IF THE DAMAGES COULD HAVE BEEN FORESEEN.

Indemnity

You agree that you will be solely responsible for, and that you will defend, indemnify and hold Broadfield Capital, its parents, subsidiaries and other affiliates and each of their respective officers, directors, agents, employees and representatives harmless from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from your violation of these Terms of Use.  Broadfield Capital reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but you must still indemnify Broadfield Capital for all liabilities, losses, or damages. You agree to provide Broadfield Capital with whatever cooperation it reasonably requests.

Privacy

Your privacy is very important to us at Broadfield Capital. To better protect your rights we have provided the Broadfield Capital Privacy Statement to explain our privacy practices in detail.

Miscellaneous

You may not assign or otherwise transfer these Terms of Use or your rights or obligations under it without Broadfield Capital’s prior written consent, and any attempted assignment or other transfer in violation of this provision shall be null and void. Nothing in these Terms of Use may be used to construe you and Broadfield Capital as joint venturers, co-employers, partners, or agents of each other, and neither you nor Broadfield Capital has the power to obligate or bind the other in any way whatsoever.  Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of these Terms of Use shall nonetheless remain in full force and effect. The failure of Broadfield Capital at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.  These Terms of Use shall be governed by and construed in accordance with the laws of the State of Colorado without regard to its conflict of law rules.  Any legal proceeding arising out or relating to these Terms of Use against or relating to Broadfield Capital or any indemnified party under these Terms of Use will be subject to the exclusive jurisdiction of any state or federal court sitting in Colorado and you irrevocably consent to the jurisdiction of such courts.  The terms and conditions set forth in these Terms of Use and any agreements included or referred to in these Terms of Use constitute the final, complete and exclusive agreement with respect to the Site and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

Headings and captions throughout these Terms of Use are for convenience only and should not be considered part of these Terms of Use. The word “including” means “including without limitation.”

If you have any questions or concerns about these Terms of Use or any issues raised in these Terms of Use or on the Site, please contact Broadfield Capital at +1 (973) 695-1000.