TERMS OF USE

Carnation Capital LLC

Updated January 19th, 2022

The use of the Carnation Capital site, including all of its content (“Carnation Capital Website”), is conditioned upon the acceptance by you (“End User”), without modification, of these terms of use ("Terms of Use"). Carnation Capital, LLC (“Carnation Capital”) reserves any rights, privileges, or immunities not expressly granted under these Terms of Use.

Acceptance of These Terms

a. These Terms of Use govern access and use of the Carnation Capital Website. By accessing and using the Carnation Capital Website, you certify that you have read and understand these Terms of Use. By agreeing to these Terms of Use on behalf of an organization, you certify that you have the authority of that organization to enter into these Terms of Use. If you do not agree to these Terms of Use, you must cease all use of the Carnation Capital Website.

YOU MUST BE AT LEAST SIXTEEN (16) YEARS OLD TO USE THE SITE. If you are not yet 16 years old, do not use the Site.

IF YOU ARE BETWEEN 16 AND 18 YEARS OLD: Please have your parents or legal guardian review these Terms with you, discuss any questions you might have, and give you their permission to register and use the Site with both your and their full understanding of these Terms. By using the Site, you are telling us that you and your parent or guardian have joined in this agreement.

IF YOU ARE A PARENT OR GUARDIAN: Parents and guardians are advised to exercise supervision over their children’s on-line activities. If you do not agree to these Terms, do not let your child use the Service. If you have any further questions about our Site and our use of personally identifiable information, please take a look at our Privacy Policy page or contact us at team@carnationcap.com. If you are the parent or guardian of a child under 16 and believe that he or she is using the Services, please contact us at team@carnationcap.com.

b. Carnation Capital reserves the right to change these Terms of Use from time to time at its sole discretion. Your access and use of the Carnation Capital Website constitutes your acknowledgement of, and agreement to, the updated Terms of Use and will be subject to the most current version of the Terms of Use posted on the home or login page of the Carnation Capital Website at the time of such use. You should periodically check the "Terms of Use" link on the home or login page of the Carnation Capital Website to view the then-current Terms of Use.

Changes to the Carnation Capital Website

Carnation Capital reserves the right to modify or discontinue the Carnation Capital Website with or without notice to you. Carnation Capital will not be liable to you or any third party should it exercise its right to modify or discontinue the Carnation Capital Website. If you object to any such changes, your sole recourse will be to cease access to the Carnation Capital Website and any content accessed through the Carnation Capital Website.

Copyright, Trademark, and Proprietary

a. Carnation Capital reserves all intellectual property and proprietary rights in and to the Carnation Capital Website. You acknowledge and agree that Carnation Capital is the exclusive and rightful owner of, and shall retain all worldwide right, title, and interest in and to, all registered and unregistered, and any future registered, names, trademarks, trade dress, service marks, domain names, and logos, or any derivation thereof, and all goodwill therein, of Carnation Capital and its affiliates ("Licensed Marks"). Nothing contained in these Terms of Use shall serve to transfer to you any ownership or proprietary interest in the Licensed Marks.

b. The works of authorship contained in the Carnation Capital Website, including, but not limited to, all design, text, sound recordings, and images—are owned, except as otherwise expressly stated, by Carnation Capital and may not be copied, reproduced, transmitted, displayed, performed, distributed, rented, sublicensed, uploaded, posted, framed, altered, stored for subsequent use, or otherwise used in whole or in part in any manner without Carnation Capital's prior written consent, except to the extent that such use constitutes "fair use" under the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then, only with notices of Carnation Capital's proprietary rights.

c. You may link to the Carnation Capital Website, provided that (i) the appearance, position, and other aspects of the link do not damage or dilute the goodwill associated with Carnation Capital's name and trademarks;

 

(ii) the link and/or website that is being linked does not violate Carnation Capital's or any third party’s intellectual property rights;

 

(iii) no aspect of the link, including the appearance and position of the link, may create the appearance that an entity is associated with or sponsored by Carnation Capital when association or sponsorship does not exist;

 

(iv) the link, when activated by a user, must display the Carnation Capital Website web page in its entirety and not within a "frame" on the linked website; and

 

(v) Carnation Capital reserves the right to revoke its consent to the link at any time in its sole discretion and you shall remove the link within five (5) days.

d. To request permission to use any Carnation Capital-copyrighted material, other than as expressly permitted in these Terms of Use, please contact team@carnationcap.com.

e. The Licensed Marks are trademarks or registered trademarks of Carnation Capital, in the U.S. and/or other countries. All other trademarks used on the Carnation Capital website are property of their respective owners. The absence of a name, logo, or other mark on this list does not constitute a waiver of any and all intellectual property rights that Carnation Capital has established in any of its products, services, programs, features, service marks, service names, or logos. Third parties may not use the Licensed Marks without Carnation Capital’s prior written permission.

Permitted Uses

Subject to Restrictions, below, and any other restrictions in these Terms of Use, the content and material provided through the Carnation Capital Website shall be used ONLY for your own non-commercial personal or professional use.

Restrictions

In no case may you:

decompile, reverse engineer, disassemble, modify, distribute, or create derivative works or improvements from the Carnation Capital Website or any portion thereof, or attempt to discover any source code, protocols, or other trade secrets in the Carnation Capital Website;

obtain or attempt to obtain unauthorized access to Carnation Capital’s Website or network;

use the Carnation Capital Website in violation of applicable laws or regulations;

develop or create a database of data using the Carnation Capital Website, except as expressly permitted by any other terms of use on the Carnation Capital Website;

use any process to monitor or copy the Carnation Capital Website in bulk, or use any data mining, scraping or harvesting tools (including robots), or any similar data-gathering or extraction tools;

use any device, software, or routine to bypass any software or hardware that limits the volume or frequency of requests for the Carnation Capital Website;

attempt to interfere with the proper working of the Carnation Capital Website, including taking any action that imposes an unreasonable or disproportionately large load on the Carnation Capital Website (including by making voluminous, excessive, or repetitive requests for data) or introduce a virus or other malware to the Carnation Capital Website;

alter or modify the content of the Carnation Capital Website;

create derivative works or improvements from the Carnation Capital Website;

use the Carnation Capital Website in any unlawful, fraudulent, misleading, obscene, harmful, threatening, harassing, defamatory, or hateful manner, that invades the privacy of any third party, for any unlawful purpose, or in any manner inconsistent with these Terms of Use;

use the Carnation Capital Website or Licensed Marks in a manner that infringes, violates, or misappropriates Carnation Capital's, its affiliates’, or a third party’s intellectual property rights;

use the Carnation CapitalWebsite in any manner that disparages Carnation Capital or is otherwise threatening, vulgar, or inappropriate as Carnation Capital determines, in its sole discretion;

remove, obscure, make illegible, or alter any original copyright or other notices or indications placed on the Carnation Capital Website; or

use the Carnation Capital Website for any purposes for which you have not been granted written permission by Carnation Capital.

Carnation Capital reserves the right to suspend, terminate, or block your access to the Carnation Capital Website with or without notice to you, in the event that Carnation Capital believes that you have violated any provision of these Terms of Use.

Disclaimers; Limitation of Liability

a. YOU ACKNOWLEDGE AND AGREE THAT THE CARNATION CAPITAL WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS, AND THAT YOUR USE OF THE CARNATION CAPITAL WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CARNATION CAPITAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, CONTRACTORS, AND LICENSORS (THE “CARNATION CAPITAL PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE CARNATION CAPITAL WEBSITE AND YOUR USE THEREOF. CARNATION CAPITAL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE QUALITY, TRUTHFULNESS, VALIDITY, ACCURACY, OR COMPLETENESS OF THE CARNATION CAPITAL WEBSITE OR ANY THIRD-PARTY WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS OR OMISSIONS IN ANY CONTENT; (II) TECHNICAL ERRORS AFFECTING THE CARNATION CAPITAL WEBSITE IN ANY WAY; (III) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE CARNATION CAPITAL WEBSITE BY ANY THIRD PARTY; AND/OR (IV) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE CARNATION CAPITAL WEBSITE.

b. NO ADVICE, INFORMATION, OR DATA, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CARNATION CAPITAL OR THROUGH OR FROM USE OF CARNATION CAPITAL WEBSITE SHALL BE INTENDED TO PROVIDE ANY LEGAL, TAX, INVESTMENT, OR FINANCIAL ADVICE OR TO BE COMPLETE ON ANY SUBJECT MATTER CONTAINED THEREIN.

c. IN NO EVENT WILL THE CARNATION CAPITAL PARTIES BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE USE OF THE CARNATION CAPITAL WEBSITE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT CARNATION CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS MAY NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY.

d. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF CARNATION CAPITAL PARTIES SHALL NOT EXCEED $100.

e. Links to Other Sites


The Carnation Capital Website may contain links to websites owned or operated by third parties. If you leave the Carnation Capital Website, Carnation Capital has no control over the contents of any linked website and is not responsible for these websites or their content or availability. Carnation Capital therefore makes no guarantees, representations, or warranties, express or implied, about such linked websites, the third parties they are owned and operated by, the information contained on them, or the suitability or quality of any of their products or services. A link to a third-party website from the Carnation Capital Website does not imply sponsorship, approval, affiliation, or endorsement by Carnation Capital. Your use of links to third-party websites is at your own risk, and Carnation Capital. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by, related to, or in connection with any third-party website(s).

Indemnification

You agree to indemnify, defend, and hold Carnation Capital and the Carnation Capital Parties harmless from and against any claims and shall pay all suits, losses, damages, liabilities, claims, expenses, proceedings, and actions, and all related expenses (including reasonable attorneys’ fees and expenses) arising out of, relating to, or in connection with (a) your breach of any terms, provisions, covenants, warranties, or representations contained herein and/or in connection with these Terms of Use; (b) your use or misuse of the Carnation Capital Website; (c) any claim that information, content, or data provided to you by Carnation Capital in connection to the Carnation Capital Website infringe, misappropriate, or otherwise violate or conflict with any applicable law or any person’s (i) patents, inventions, and discoveries; (ii) trademarks, service marks, domain names, social media user names, trade dress, and trade names; (iii) copyrights, moral rights, works of authorship, proprietary designs, and rights in data and databases; (iv) confidential and proprietary information, including trade secrets and invention rights; (v) rights of privacy and publicity; or (vi) any other proprietary rights; or (d) any activities in connection with these Terms of Use.

Privacy

In consideration of your use of the Carnation Capital Website, you agree that Carnation Capital may collect generic tracking data related to your or your end users’ use of the Carnation Capital Website in accordance with the Carnation Capital Website Privacy Policy, which is incorporated herein by reference.

Other Carnation Capital Policies and Terms

These Terms of Use apply exclusively to your access to and use of the Carnation Capital Website, and do not alter the terms or conditions of any other agreements or regulatory obligation you may have with Carnation Capital. Additional terms and policies may apply to use of all or portions of the Carnation Capital Website and are incorporated by reference into these Terms of Use, such as the Carnation Capital Website Privacy Policy. Please refer to and review all additional specific terms and policies, as applicable.

Injunction

In the event of any actual or threatened unauthorized use of the Carnation Capital Website, Carnation Capital will be entitled, without waiving any other rights or remedies, to immediate injunctive or equitable relief from a court of competent jurisdiction and may obtain any order restraining any threatened or future unauthorized use or loss in each case, on use of affidavit evidence or otherwise, and without furnishing proof of actual damages or posting a bond or other surety.

Choice of Law

These Terms of Use shall be construed in accordance with the laws of the State of Massachusetts, without regard to its conflict of laws rules. You and Carnation Capital agree that any claim arising under these Terms of Use shall only be brought in the state or federal courts located in the State of Delaware. You and Carnation Capital agree to submit to personal jurisdiction in that court and expressly waive any right to a jury trial.

Entirety

These Terms of Use constitute the entire agreement between you and Carnation Capital with respect to the subject matter hereof. Nothing contained herein shall supersede, alter, or nullify the terms of any other agreements or policies for other Carnation Capital products or services accessed through Carnation Capital (“Other Carnation Capital Terms”). In the event of a conflict, between these Terms of Use and the Other Carnation Capital Terms, the Other Carnation Capital Terms shall govern.

Contact

If you have questions about these Terms of Use, or if you have technical questions about the operation of the Carnation Capital Website, please contact our team by emailing team@carnationcap.com.

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