Welcome to the Iridius Capital LLC (“Iridius Capital”) website located at https://iridiuscapital.com.
(the “Site”). The terms “you” and “your,” as used in this Agreement, refer to all individuals and
entities accessing this Site for any reason. The term “Iridius Capital,” as used in this Agreement,
refers to Iridius Capital LLC, Iridius Investment Advisors LLC, and any entities already formed, or
subsequently formed, by the foregoing or their respective principals.
BY ACCESSING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, AGREE TO BE BOUND BY AND UNDERSTAND THIS
AGREEMENT, AND THAT YOU WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING UNITED STATES
COPYRIGHT AND TRADEMARK LAWS. If you have any questions about your obligations under this Agreement,
1. Limited License and Site Use. Subject to the terms of this Agreement, Iridius Capital grants you a
limited, revocable, nonexclusive, nontransferable license to view, store, bookmark, download, and print
the pages within this Site that you are authorized to access for your personal, informational, and
noncommercial use. This Site may only be used by registered users for lawful purposes. Except as
otherwise stated in this Agreement, you may not: (a) modify, copy, distribute, transmit, post, display,
perform, reproduce, publish, broadcast, license, create derivative works from, transfer, sell, or
exploit any reports, data, information, content, or other materials on, generated by or obtained from
this Site (collectively, “Materials”); (b) use any automated means to access the Site or collect any
information from the Site, including without limitation robots, spiders or scripts (this means, among
other activities, that you agree not to engage in the practices of “screen scraping,” “database
scraping,” or any other activity with the purpose of obtaining information from this Site); (c) frame
the Site, place pop-up windows over its pages, or otherwise affect the display of its pages; (d) engage
in any conduct that could damage, disable, or overburden (i) this Site, or (ii) any systems, networks,
servers, or accounts related to this Site, including without limitation, using devices or software that
provide repeated automated access to this Site; (e) probe, scan, or test the vulnerability of any
Materials, services, systems, networks, servers, or accounts related to this Site or attempt to gain
unauthorized access to Materials, systems, networks, servers, or accounts connected or associated with
this Site through hacking, password or data mining, or any other means of circumventing any
access-limiting, user authentication or security device of any Materials, systems, networks, servers, or
accounts related to this Site.
2. Passwords. Certain parts of this Site are protected by passwords and require a login. You agree not
to disclose or share your password with any third party or use your password for any unauthorized
purpose. You are responsible for maintaining the confidentiality of your information and password. You
shall be responsible for all uses of your registration, whether or not authorized by you. You agree to
immediately notify Iridius Capital of any unauthorized use of your registration or password.
3. Indemnity. You agree to indemnify and hold Iridius Capital, and its subsidiaries, affiliates,
officers, agents, partners, and employees, harmless from any claim or demand, including reasonable
attorneys’ fees, made by any third party due to or arising out of your use of the Site, your connection
to the Site, your violation of this Agreement, or your violation of any rights of another.
4. Confidentiality and Intellectual Property. You acknowledge and agree that the information contained
on, and made available through this Site is subject to your confidentiality agreement with Iridius
Capital, and that you will protect and maintain the confidentiality of this information according to
your agreement with Iridius Capital. Additionally, you relinquish all ownership rights in any ideas or
suggestions that you submit to Iridius Capital through this Site. You acknowledge that Iridius Capital
has full rights to use and implement any such ideas and suggestions. All Materials on this Site, whether
separate or compiled, including but not limited to text, graphics, logos, buttons, images, downloads,
files, and code, as well as all copyright, patent, trademark, trade dress, and other rights therein, are
owned or licensed by Iridius Capital, and are protected by United States and international intellectual
5. Termination. Upon any breach by you of this Agreement, Iridius Capital may pursue, in its sole
discretion, all of its legal remedies, including but not limited to termination of your registration and
your ability to access this Site. Iridius Capital may also in its sole discretion and at any time
discontinue providing the Site, or any part thereof, with or without notice. You agree that any
termination of your access to the Site may be effected without prior notice, and you acknowledge and
agree that Iridius Capital may immediately deactivate or delete your account and all related information
and material in your account and/or bar any further access to such information or to the Site. Further,
you agree that Iridius Capital is not liable to you or any third-party for any termination of your
access to the Site.
6. Links. Iridius Capital may provide, or third parties may provide, links to other websites or
resources that are beyond Iridius Capital’s control. Iridius Capital makes no representations as to the
quality, suitability, functionality or legality of any sites to which links may be provided, and you
hereby waive any claim you might have against Iridius Capital, with respect to such sites. IRIDIUS
CAPITAL IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEBSITES THAT ARE CONTAINED OUTSIDE THE
SITE. If you decide to access linked third party websites, you do so at your own risk.
7. No Warranty. IRIDIUS CAPITAL DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE
OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. THE SITE AND THE INFORMATION AND
MATERIAL HEREIN ARE PROVIDED “AS IS,” AND IRIDIUS CAPITAL EXPRESSLY DISCLAIMS ALL WARRANTIES OR
CONDITIONS OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without
limiting the foregoing, Iridius Capital does not promise or warrant to you that any aspect of the Site
will work properly or will be available continuously. Some states do not allow the disclaimer of implied
warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal
rights and you may also have other legal rights, which vary from state to state.
8. Limit on Liability. IN NO EVENT SHALL IRIDIUS CAPITAL BE LIABLE FOR ANY LOST PROFITS OR SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN
CONNECTION WITH THE SITE OR THIS AGREEMENT. FURTHER, IN NO EVENT SHALL IRIDIUS CAPITAL BE LIABLE TO YOU
IN AN AMOUNT GREATER THAN $100. Some states do not allow the foregoing limitations of liability, so they
may not apply to you.
9. Governing Law and Arbitration. This Agreement is governed in all respects by the laws of the State of
Arizona. Any controversy or claim arising out of or relating to this Agreement or the Site will be
settled by binding arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and
shall not be consolidated in any arbitration with any claim or controversy of any other party. The
arbitration shall be conducted in the State of Arizona, and judgment on the arbitration award may be
entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and
binding upon the parties without appeal or review, except as permitted by Arizona law. Notwithstanding
the foregoing, either party may seek any interim or preliminary relief from a court of competent
jurisdiction in the State of Arizona as necessary to protect the party’s rights or property pending the
completion of arbitration. By using this Site, you consent and submit to the exclusive jurisdiction and
venue of the state and federal courts located in Arizona.
10. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes the provisions of
any other agreements or understandings (oral or written), between the parties with respect to your use
of this Site.
11. Modifications to Terms of Agreement. Iridius Capital reserves the right to revise, amend or modify
the terms of this Agreement at any time and in any manner at its sole discretion. Please check these
terms periodically for changes. Notice of any revision, amendment or modification of the terms will be
posted in this section of the Site, and any such revisions, amendment, or modifications will be
effective upon the posting of such notice. Continued use of the Site by you constitutes your binding
acceptance of such revisions, amendments, and modifications. IF YOU DO NOT AGREE TO THE TERMS OF THIS
AGREEMENT, PLEASE DO NOT ACCESS OR USE THE SITE.
12. General. You shall comply with all laws and regulations applicable to your access and use of the Site. If any portion of this Agreement is deemed unenforceable, that portion shall be enforced to the maximum extent possible and the remaining portions of the Agreement shall be given full effect. Iridius Capital’s failure to act in a particular circumstance does not waive the ability to act with respect to that circumstance or similar circumstances. Iridius Capital shall be excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. No agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement. Iridius Capital may change, remove, or require registration or payment to continue use of any aspect of the Site at any time without further notice to you.