Terms of Use

Last Updated: October 7, 2024

We (the affiliated entities commonly referred to as “GoodFinch Management LLC” or “GoodFinch”) appreciate your interest in us and your visit to our website (the “Site”) owned and operated by GoodFinch. These Terms of Use (“Terms”) set forth the basic terms and conditions that govern your visit to and use of the Site.

By using the Site, you agree to be bound by these Terms and all disclaimers and terms and conditions that appear on the Site now or in the future. These Terms may be updated by us at any time. Your continued use of the Site after any such modifications constitutes your acceptance of the modified terms and conditions. If you do not agree to receive these legal notices and to abide by these Terms for any reason you agree that your sole and exclusive remedy is to discontinue using the Site.

Nothing contained in these Terms is intended to modify or amend any other written agreement you may have with us (“Other Agreements”), if any, which may currently be in effect. In the event of any inconsistency between these Terms and any Other Agreements, the Other Agreements will govern.

Your compliance with these terms and all Other Agreements is a condition to your right to access the Site. Your breach of any provision of these Terms or Other Agreements will automatically, without the requirement of notice of other action, revoke and terminate your right to access the Site and you will be fully liable for conversion, misappropriation, trespass to chattels, and all other claims and causes, regardless of the identity of the claimant or injured party, arising from or relating to your continued use of the Site after such breach.

Privacy

For information on how GoodFinch collects, uses, and discloses information from its users of the Site, please review our Website Privacy Policy. Your use of the Site indicates your consent to the data practices stated in our Website Privacy Policy.

No Offer or Advice

You acknowledge that the content of the Site is for general, informational purposes only and is not intended to constitute an offer to sell or buy any securities or other assets or promise to undertake or solicit business, and may not be relied upon in connection with any offer or sale of securities or other assets. An offer or solicitation will be made only through a final private placement memorandum, subscription agreement and other related documents with respect to a particular investment opportunity and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor. GoodFinch makes no representations that any information provided via the Site is accurate, current, or complete. You are solely responsible for evaluating the risks and merits regarding the use of the Site and any services provided herein.

We are not utilizing the Site to provide investment or other advice, and nothing on the Site is to be deemed a recommendation that you buy, sell or hold any security or other investment or that you pursue any investment style or strategy. If you would like investment, accounting, tax or legal advice, you should consult with your own advisors with respect to your individual circumstances and needs.

None of the information contained on the Site has been filed with the U.S. Securities and Exchange Commission or any securities administrator under any securities laws of any U.S. or non-U.S. jurisdiction or any other U.S. or non-U.S. governmental or self-regulatory authority. No such governmental or self-regulatory authority will pass on the merits of any offering of securities or other assets or the adequacy of information contained on the Site. Any representation to the contrary is unlawful.

The materials on the Site are also being provided on the express basis that they will not cause GoodFinch (or any affiliate) to become an investment advice fiduciary under ERISA or the Internal Revenue Code with respect to any employee benefit plan or IRA.

Past Performance

Any performance data or comments expressed on the Site are an indication of past performance. Past performance is not indicative of future results; no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. Any investment involves significant risks, including the loss of the entire investment.

Forward-Looking Statements

The contents of the Site may contain forward-looking statements, which can be identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Forward-looking statements, are based on management's beliefs, assumptions, current expectations, estimates, and projections about the financial industry, the economy, GoodFinch itself or its investments. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Furthermore, GoodFinch undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

Source of Information

Certain information contained in the Articles was obtained from published and nonpublished sources, including from companies in which funds we advise have financial exposure. Such information may not have been, and in many cases, has not been, independently verified by GoodFinch and GoodFinch does not assume responsibility for the accuracy of such information (or for updating the Articles based on facts learned following its publication). The analyses contained in the Articles represent the respective author's opinion on the date of the Article's publication and these assessments were not independently verified.

Site Contents

All content included on the Site, such as text, images, graphics, logos, articles and other materials, is the property of GoodFinch or others and is protected by United States and international copyright and other laws. All trademarks and logos displayed on the Site are the property of their respective owners, who may or may not be affiliated with GoodFinch. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any content or trademark displayed on the Site without the written permission of GoodFinch or such other third party that may own the content or trademark displayed on the Site. Nothing in these Terms shall constitute a waiver of any trademark or other intellectual property rights concerning name, logo or trademark. Please be advised that GoodFinch may enforce its intellectual property rights to the fullest extent by law.

Restrictions on Use

The information, materials and other content of the Site may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of GoodFinch. Our prior permission is required for (i) any commercial use of materials on this site; (ii) making more than minimal copies of site materials; and (iii) copying large portions of our site, such as by bots, robots or spiders that “harvest” the site (other than for the purpose of appropriately analyzing and indexing the Site for the purpose of providing an Internet search service, Internet directory service, or Internet content directory). If you seek permission for such use of our site, please contact us at IR@goodfinch.com. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

You warrant that when using the Site you shall not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of any national or other securities exchange. The permission to use the Site granted by this terms of use automatically terminates if you breach any of the terms and conditions contained herein.

Notification to GoodFinch

If you believe that anything posted on the Site infringes any intellectual property right that you own or control, or otherwise should not be made available on or through the Site, please provide GoodFinch with the following written information:

Name, address, telephone number, email address and physical or electronic signature of the rights holder or someone authorized to act on the rights holder's behalf (if applicable);
A description of the intellectual property that you claim has been infringed upon, or other basis for your objection or claim;
A description of where the infringing or objectionable material is located on the Site, with enough detail that GoodFinch may find it;
A written statement that you have a good faith belief that the disputed use is not authorized by the rights holder, its agent or the law, or otherwise should not be made available on or through the Site; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and, if applicable, that you are the rights holder or authorized to act on the rights holder's behalf.

GoodFinch's agent for notice of claims of intellectual property right infringement on the Site can be reached by email at IR@goodfinch.com

Modifications to Content and Site Functionality

We may, at our discretion, modify or discontinue any of the content or functionality of this Site, or any portion thereof, with or without notice.

Social Media

The content on GoodFinch's social media websites (possibly including LinkedIn, Instagram, Twitter, Facebook) is for general, informational purposes only and is not intended to be, and must not be, taken as a basis for an investment decision. GoodFinch makes no representations that any information provided via GoodFinch's social media websites is accurate, current, or complete. Note that information may be modified from time to time without notice, therefore, make sure to monitor for any new postings on a GoodFinch owned and operated social media website. You are solely responsible for evaluating the risks and merits regarding the use of GoodFinch's social media websites and any information provided throughout.

GoodFinch is not responsible for any content including opinions, statements, or comments posted by third parties on these pages. We may remove posts on GoodFinch's social media websites in case of any violations to GoodFinch's overall Terms.

Links from Other Websites

The Site may contain links to, or may be linked from, other sites that are not maintained by us and to which we have not provided permission. We do not endorse, have any responsibility for, or make any representations about, any other sites, including their products and services, content, communications and website use policies. GoodFinch Street has neither reviewed the contents of these third-party websites nor does GoodFinch claim any responsibility for the content or suitability of these third-party websites and GoodFinch makes no express or implied warranty about the accuracy, copyright compliance, legality, merchantability or any other aspect of the content of such links. The use of third party websites is entirely at your own risk. We expressly disclaim any responsibility for your access to or use of such other sites. By accessing these links, you acknowledge that such other sites or locations are not under the control of GoodFinch and you agree that GoodFinch shall not be responsible for any information or additional links found at such site or location, or for your use of such information.

Confidentiality

All information available through the restricted area of the Site is confidential and proprietary to us. This includes all investment information and results, offering materials, financial statements and other information provided through this part of the Site. You will use your best efforts to keep all this information strictly confidential. You will not disclose any of this information to any person or use it for any purpose other than as strictly permitted by us, in writing.

Login I.D. and Passwords

Access to specific areas of the Site may require the use of a Login I.D. and associated password. If you have a Login I.D. and password, you are responsible for the activities which occur in connection with their use and are to take steps to protect them from misuse. If you become aware of any unauthorized use of, loss or theft of your Login I.D. or password, immediately inform GoodFinch at IR@goodfinch.com. GoodFinch will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section of the Terms.

Disclaimer

The site, all information and materials available on or through the site and all services offered in connection with the site are provided as is; as available and with all faults. To the fullest extent permitted by law, GoodFinch disclaims all representations and warranties of any kind, either express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Limitation of Liability

By using the site, you acknowledge: (1) that your use of the site is at your sole risk; (2) that you assume full responsibility for all costs associated with your use of the site; and (3) that GoodFinch shall not be liable for any damages, losses or liabilities of any kind related to your use of or inability to use the site, including without limitation, direct, indirect, incidental, special, punitive, compensatory or consequential damages, lost profits and/or loss of or damage to property whether the alleged liability is based on contract, tort, negligence strict liability, or any other basis, even if GoodFinch has been advised of the possibility of such damages. In no event shall GoodFinch be liable for any damages, losses or liabilities, in connection with your reliance on or use or inability to use the information, materials, products or services on the site, or in connection with any failure of performance, error, omission, interruption, defect or delay in operation or transmission, computer virus, line or system failure or other computer malfunction even if GoodFinch is advised of the possibility of such damages, losses, or expenses. Neither GoodFinch nor any party involved in creating, producing or delivering the site shall be liable for any damages, including without limitation, direct, incidental, consequential, indirect or punitive damages arising out of access to, use of or inability to use the site, or any errors or omission in the content thereof. This limitation includes damages to, or for any viruses that infect your computer equipment.

GoodFinch reserves the right to alter or remove the content of the site or suspend or terminate your use in any way, at any time, for any reason, without prior notification, and will not be liable in any way for possible consequences of such changes.

Governing Law

You agree that your use of this site and any disputes relating to any of them shall be governed in all respects by the laws of the State of New York, without giving effect to its conflict of laws principles. The failure of GoodFinch to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit GoodFinch's rights with respect to such breach or any subsequent breaches.

Class Action Waiver

You agree that if any dispute should arise between you and GoodFinch's, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.

Arbitration Agreement

You and GoodFinch's mutually agree that any dispute of any kind arising out of the Terms, our Website Privacy Policy, or your use of the Site will be resolved through binding arbitration pursuant to the American Arbitration Association (“AAA”) in accordance with AAA Commercial Arbitration Rules (www.adr.org/commercial) and Supplementary Procedures for Consumer- Related Disputes (www.adr.org/consumer). Any claim must be brought on an individual basis and seek no class relief. This section shall also be construed as a written agreement to arbitrate a dispute of any kind between you and GoodFinch's that may arise through the use of the Site. You agree with us that this section satisfies the writing requirement of the Federal Arbitration Act. The hearing shall be conducted in the county of your residence. For any claim in which you seek US $10,000.00 or less, you shall have the choice as to whether the hearing is conducted in person, by telephone, or instead the arbitrator decides the dispute without a hearing. For those claims that the arbitrator determines are not frivolous, GoodFinch's will pay the costs and fees of the arbitration and the arbitrator, and will not seek reimbursement from you. This section shall not apply to disputes that are not arbitrable by law.

Severability

If any provision of these Terms is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions.

Complete Agreement

These Terms and our Website Privacy Policy constitute the entire agreement between you and GoodFinch's relating to the public facing elements of the Site and your use of these portions of the Site, and supersede any prior agreements or understandings not incorporated herein with regards to these portions. Certain restricted areas of the Site may require you to agree to supplemental terms and conditions. These Terms are not intended to modify or amend Other Agreements you may have with GoodFinch's regarding other matters.

International Use

The Site is operated and controlled by us in the United States. Due to the global nature of the Internet, the Site may be accessed by users in countries other than the United States. We make no warranties that materials on this site are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use this site, then you should not do so. Those who choose to access this site outside the United States do so on their own initiative and are responsible for compliance with all local laws and regulations. You agree to comply with all local laws, rules and regulations including, without limitation, all laws, rules and regulations in effect in the country in which you reside and the country from which you access the Site. The information on this Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject GoodFinch's or its affiliates to any registration requirement within such jurisdiction or country. Any offer for any matter made on this Site is void where prohibited.

Termination

Notwithstanding anything in these Terms or on the Site, GoodFinch's reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent your future access to and use of the Site or any other site operated by GoodFinch.

Contact Information

Thank you for visiting our Site. Please contact us at IR@goodfinch.com if you have any questions about our Site or these Terms. Electronic mail or other communications through this Site to GoodFinch (or any of its employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.