TERMS AND CONDITIONS OF USE

Access to the PG Capital Web site (as defined below), the PG Capital (as defined below), and all material and functionality associated therewith (collectively, the “PG Capital Services”) is provided by PG CApital. For purposes of these Terms and Conditions of Use, “PG Capital” shall mean PG Capital Management Group, LLC (“PG Capital”) and its affiliates, and their officers, directors, managing directors, partners, and employees. The “PG Capital Web site” shall mean the website of PG Capital available to the general public and located at pgcapitalmg.com, and select other websites which include but are not limited to: https://www.pgcapitalmg.com.

By accessing, browsing, downloading, using, or registering to receive any PG Capital Content or PG Capital Services, you acknowledge that you have read and understood these Terms and Conditions of Use and that you accept and agree to be bound by them in full. If you do not agree to these Terms and Conditions of Use, stop using the PG Capital Services immediately.

Monitoring by PG Capital

Your use of the PG Capital Services may be monitored by PG Capital, and the resultant information may be used by PG Capital for its internal business purposes or in accordance with the rules of any applicable regulatory or self-regulatory organization.

Privacy Policy

The terms of the PG Capital privacy policy (the “Privacy Policy”) also apply to your use of the PG Capital Services, and its terms are made a part of these Terms and Conditions of Use by this reference. To view PG Capital’s Privacy Policy, please see here.

Proprietary Content

You understand and agree that PG Capital owns, or (where required, appropriate, or applicable) has been licensed by third parties to use, all rights, title, and interest in and to the PG Capital Services and the features, materials, opportunities, and services made available on or through the PG Capital Services, and all information, text, data, computer code, music, artwork, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other materials contained therein, and the compilation, collection, design, selection, and arrangement thereof (collectively, the “Content”) as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such Content.

You acknowledge that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries and that you acquire no ownership interest by accessing and using the PG Capital Services and the Content. Such intellectual property and proprietary rights may include, but are not limited to, various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection, and trade secrets, and all such rights are and shall remain the property of PG Capital or its licensors and content-providers. For the avoidance of doubt, “Content” does not include any Third Party Materials (as defined below) or any features, opportunities, or services made available through the Sites (as defined below). Except as expressly provided in these Terms and Conditions of Use, no part of the PG Capital Services, and no Content, materials, or other information on the PG Capital Services, may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or via any other medium for publication or distribution, or for any commercial enterprise without PG Capital’s express prior written consent.

The posting of information or other materials or Content on the PG Capital Services by PG Capital does not constitute a waiver of any proprietary right in such information, materials, or Content (such as but not limited to, copyright, patent, trademark, or other intellectual property rights) and does not transfer any rights to a user of the PG Capital Services or to any other third party, except as expressly provided herein.

Information Made Available Through this Service

You are permitted to store, display, analyze, modify, reformat, and print the information made available to you via these services only for your own use. You are not permitted to publish, transmit, or otherwise reproduce this information, in whole or in part, in any format to any third party without the express written consent of PG Capital. In addition, you are not permitted to alter, obscure, or remove any copyright, trademark, or any other notices that are provided to you in connection with the information. PG Capital reserves the right, at any time and from time to time, in the interests of its own editorial discretion and business judgment to add, modify, or remove any of the information. These Terms and Conditions of Use are not intended to, and will not, transfer or grant any rights in or to the information other than those which are specifically described herein, and all rights not expressly granted herein are reserved by PG Capital or the third party providers from whom PG Capital has obtained the information. You are required to read and abide by any additional terms and conditions that may be posted on this service from time to time concerning information obtained from specific third-party providers. Such third-party providers shall have no liability to you for monetary damages on account of the information provided to you via this service.

No Warranties Made As to Content; No Responsibilities To Update

PG Capital makes no warranty, express or implied, concerning PG Capital Services. The PG Capital Services provided by us and our third-party providers are on an “AS IS” basis at your sole risk. PG Capital expressly disclaims any implied warranty of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the services with respect to their correctness, quality, accuracy, completeness, reliability, performance, timeliness, or continued availability.

Neither PG Capital nor any of its third-party providers shall have any responsibility to maintain any portion of the PG Capital Services or to supply any corrections, updates, or releases in connection therewith. Availability of the PG Capital Services are subject to change without notice.

No Liability for Content; No Liability Arising From Use

PG Capital shall have no liability, contingent or otherwise, to you or to third parties, or any responsibility whatsoever, for the failure of any connection or communication service to provide or maintain your access to the PG Capital Services, or for any interruption or disruption of such access or any erroneous communication between PG Capital and you, regardless of whether the connection or communication service is provided by PG Capital or a third-party service provider.

PG Capital shall have no liability, contingent or otherwise, to you or to third parties, for the correctness, quality, accuracy, timeliness, reliability, performance, continued availability, completeness or delays, omissions, or interruptions in the delivery of the PG Capital Services or for any other aspect of the performance of the PG Capital Services or for any failure or delay in the execution of any transactions through the PG Capital Services.

In no event will PG Capital be liable for any special, indirect, incidental, or consequential damages which may be incurred or experienced on account of you using the PG Capital Services even if PG Capital has been advised of the possibility of such damages. PG Capital will have no responsibility to inform you of any difficulties experienced by PG Capital or third parties with respect to the use of the PG Capital Services or to take any action in connection therewith.

No Warranties Were Made As To the Security

PG Capital makes no warranty whatsoever to you, express or implied, regarding the security of the PG Capital Services, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the PG Capital Services.

System Outages, Slowdowns, and Capacity Limitations

As a result of high Internet traffic, transmission problems, systems capacity limitations, and other problems, you may, at times, experience difficulty accessing the PG Capital Services or communicating with PG Capital through the Internet or other electronic and wireless services. Any computer system or other electronic device, whether, it is yours, an Internet service provider's or PG Capital's can experience unanticipated outages or slowdowns, or have capacity limitations.

Content Not To Be Construed As a Solicitation or Recommendation

This material has been prepared for informational purposes only without regard to any particular user’s investment objectives, financial situation, or means, and PG Capital is not soliciting any action based upon it. This material is not to be construed as a recommendation; or an offer to buy or sell; or the solicitation of an offer to buy or sell any security, financial product, or instrument; or to participate in any particular trading strategy in any jurisdiction in which such an offer or solicitation, or trading strategy would be illegal. Certain transactions, including those involving futures, options, and high-yield securities, give rise to substantial risk and are not suitable for all investors. Although this material is based upon information that PG Capital considers reliable and endeavors to keep current, PG Capital has not verified this information and does not represent that this material is accurate, current, or complete and it should not be relied upon as such.

No Determination of Suitability Has Been Made; Not All Risks Are Disclosed; Private Advisors Should Be Consulted

The fact that PG Capital has made the PG Capital Services available to you constitutes neither a recommendation that you enter into a particular transaction nor a representation that any product described is suitable or appropriate for you. Many of the products described involve significant risks, and you should not enter into any transactions unless you have fully understood all such risks and have independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any product should not be considered to be a disclosure of all risks or a complete discussion of the risks which are mentioned. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make this service the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts, and you may want to consult your business advisor, attorney, and tax and accounting advisors concerning any contemplated transactions.

No Representations Were Made As To Other Sites or Links

This service may provide links to certain Internet sites (the “Site(s)”) sponsored and maintained by third parties. PG Capital is providing such links solely as a convenience to you. Accordingly, PG Capital makes no representations concerning the content of the Sites. The fact that PG Capital has provided a link to the Site does not constitute an endorsement, authorization, sponsorship, or affiliation by PG Capital with respect to the PG Capital Site, its owners, or its providers. PG Capital has not tested any information, software, or products found on any of the Sites and therefore does not make any representations with respect thereto, including any representations regarding the content or sponsors of the Site, or the suitability or appropriateness of the products or transactions described therein.

Limitation of Liability

IN NO EVENT SHALL GS PFM OR ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, OR THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OF, OR RELIANCE ON, THE PG CAPITAL SERVICES; (B) THE USE, COPYING, OR DISPLAY OF THE PG CAPITAL SERVICES OR THE TRANSMISSION OF INFORMATION TO OR FROM THE PG CAPITAL SERVICES OVER THE INTERNET; (C) PG CAPITAL’S PERFORMANCE OF, OR FAILURE TO PERFORM, ITS OBLIGATIONS IN CONNECTION WITH THESE TERMS AND CONDITIONS OF USE; (D) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT BY YOU, OTHER USERS OF THE PG CAPITAL SERVICES, OR OTHER THIRD PARTIES; (E) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY PG CAPITAL OR ANY THIRD PARTY; OR (F) THE AVAILABILITY, RELIABILITY, ACCURACY, TIMELINESS, OR QUALITY OF ANY SERVICES OFFERED, MADE AVAILABLE, PROVIDED, OR ACCEPTED BY YOU OR ANY THIRD PARTY, IN CONNECTION WITH THE PG CAPITAL SERVICES OR ITS USE. UNDER NO CIRCUMSTANCES SHALL PG CAPITAL, OR ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, OR THE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OF USE, THE PG CAPITAL SERVICES, OR ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (F) OF THIS PARAGRAPH, OR ANY OTHER CAUSE BEYOND THE CONTROL OF PG CAPITAL, EVEN IF PG CAPITAL WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE AGGREGATE LIABILITY OF GS PFM AND ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF EACH OF THE FOREGOING, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS AND CONDITIONS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING ANY OF THE FOREGOING, IF PG CAPITAL, ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, OR OTHER SIMILAR ENTITIES, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OF USE, THE PG CAPITAL SERVICES, SUCH PARTIES’ CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED USD $100.

DESCRIPTIONS OF OR REFERENCES TO PRODUCTS, SERVICES, OR PUBLICATIONS WITHIN THE PG CAPITAL SERVICES DO NOT IMPLY ENDORSEMENT OF THAT PRODUCT, SERVICE, OR PUBLICATION. PG CAPITAL MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE SUBJECT MATTER INCLUDED HEREIN OR THE PRODUCTS LISTED HEREIN. PG CAPITAL SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESSED, IMPLIED, OR OTHERWISE.

PG Capital reserves the right to do any of the following at any time without notice: (i) modify, suspend, or terminate operation of or access to the PG Capital Services, or any portion of the PG Capital Services, for any reason; (ii) modify or change the PG Capital Services or any portion of the PG Capital Services, and any applicable policies or terms; and (iii) interrupt the operation of the PG Capital Services, or any portion of the PG Capital Services, as necessary to perform routine or non-routine maintenance, perform error correction, or make other changes.

Changes To the Terms And Conditions Of Use

PG Capital may update these Terms and Conditions of Use from time to time and may amend them at any time to incorporate additional terms specific to additional features, applications, opportunities, or services that we may make available on or through the PG Capital Services. All such updates and amendments are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, by posting a revised version of these Terms and Conditions of Use on the PG Capital Web site. You should view these Terms and Conditions of Use often to stay informed of changes that may affect you, as your continued use of the PG Capital Services signifies your continuing consent to be bound by these Terms and Conditions of Use.

PG Capital expressly reserves the right to make any changes to these Terms and Conditions of Use, or to the PG Capital Services, at any time. The version of these Terms and Conditions of Use posted on our Website on each respective date you access the PG Capital Services shall be the Terms and Conditions of Use applicable to your access and use of the PG Capital Services on that date. Our electronically or otherwise properly stored copies of these Terms and Conditions of Use and the Privacy Policy shall be deemed to be the true, complete, valid, authentic, and enforceable copies of the version of the Terms and Conditions of Use and the Privacy Policy which were in force on each respective date you accessed the PG Capital Services.

No Unlawful or Prohibited Use

Any use or attempted use of the PG Capital Services (i) for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, (iii) that could interfere with any other party’s use and enjoyment of the PG Capital Services, (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, (v) to access systems, data or information not intended by PG Capital to be made accessible to a user, (vi) to attempt to obtain any materials or information through any means not intentionally made available by us, or (vii) for any use other than the purpose for which it was intended, is prohibited.

In addition, in connection with your use of the PG Capital Services, you agree you will not:

  • that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;

 

  • create a false identity for the purpose of misleading others or impersonating any person or entity, including, without limitation, any PG Capital representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

 

  • upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);

 

  • upload files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

 

  • delete any author attributions, legal notices or proprietary designations, or labels that you upload to any communication feature;

 

  • use any of the PG Capital Services’ communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);

 

  • upload or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam” “chain letters”, “pyramid schemes” or any other form of solicitation, commercial or otherwise;

 

  • violate any applicable local, state, national or international law;

 

  • upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright, or other proprietary rights of any party;

 

  • delete or revise any material posted by any other person or entity;

 

  • probe, scan, test the vulnerability of or breach the authentication measures of, the PG Capital Services or any related networks or systems;​

 

  • register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any products or services if you are not expressly authorized by such party to do so;

  • harvest or otherwise collect information about others, including e-mail addresses; or

  • use any robot, spider, scraper, or other automated or manual means to access the PG Capital Services, the PG Capital Services, or copy any Content or information on the PG Capital Services.

PG Capital reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of your access and/or account. PG Capital may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, PG Capital reserves the right at all times to disclose any information as PG Capital deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in PG Capital’s sole discretion. You also agree to reimburse PG Capital for any damage, loss, cost, or expense PG Capital incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your use of the PG Capital Services for any unlawful or prohibited purpose.

Any information, communications, or material of any type or nature that you submit to the PG Capital Services (or to any of our pages on a social media platform or another website) by email, posting, messaging, uploading, downloading, or otherwise (collectively, a “Submission”) is done at your own risk, as permitted by law.

PG Capital does not own any Submissions provided via PG Capital Services. However, by inputting/submitting such Submissions you are granting PG Capital a nonexclusive, irrevocable, worldwide, sub-licensable, transferable, perpetual, unlimited, assignable, fully paid up and royalty-free right to copy, publish, prepare derivative works of, distribute, process, analyze, use and commercialize, in any way now known or in the future discovered, such Submissions (or any Content or materials contained therein). All Submissions inputted/submitted by you is at your own risk and you hereby represent and warrant that you have the full legal right to so using such Submissions and that they, and any content or material contained therein, are not confidential or proprietary to any third party, nor are you using it in violation of any law or contractual restriction.

PG Capital neither actively monitors general use of the PG Capital Services under normal circumstances, nor exercises editorial control over any Submissions. However, PG Capital does reserve the right to monitor such Submissions or other use at any time as it deems appropriate and to remove any materials that, in PG Capital’s sole discretion, may be illegal, may subject PG Capital to liability, may violate these Terms and Conditions of Use, or are, in the sole discretion of PG Capital, inconsistent with PG Capital’s purpose for the PG Capital Services.

Accounts, Passwords, and Security

Certain features or services offered on or through PG Capital Services may require you to open an account (including establishing a login ID and password). You agree to provide accurate, current, and complete information when you open an account and to promptly update your information when it changes. You are entirely responsible for maintaining the confidentiality of your account information, including your login ID and password, and for any and all activity that occurs under your account or login ID. You agree to notify PG Capital immediately upon learning of any unauthorized use of your account, login ID, or password, or any other breach of security.

However, you may be held liable for losses incurred by PG Capital or any other user or visitor to PG Capital Services due to another person using your account, login ID, or password.

You may not use any other user’s account, login ID, or password at any time without the express permission and consent of the holder of that account, login ID, or password. PG Capital cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Indemnification

You agree, at your sole expense, to indemnify, defend and hold harmless PG Capital from and against all damages, costs, losses, liabilities, obligations, claims, demands, suits, actions, investigations, proceedings, causes of action, and expenses (including reasonable attorneys’ fees and court costs), as incurred and whether or not based on a third-party claim, arising out of or relating to (including in connection with any claim or action threatened or brought against PG Capital) the content, data, or information that you submit, post to, or transmit through the PG Capital Services or PG Capital, your access to and use of the Content, the PG Capital Services, and other materials, products, and services available on or through the PG Capital Services and PG Capital, your violation of these Terms and Conditions of Use, or your violation of any rights of another.

PG Capital reserves and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms and Conditions of Use.

Links to the Website

Without our express, prior, written permission, it is expressly prohibited to (a) “frame” any portion of the PG Capital Services; (b) cause the hyperlink to the PG Capital Website, or any portion of the PG Capital Services, to be displayed in any way that is disparaging to PG Capital or any entity that is affiliated or associated with PG Capital; or (c) otherwise imply or state that any type of relationship or special arrangements exist with PG Capital and any other entity. You agree that you will promptly remove any hyperlink to the PG Capital Services upon the written request of PG Capital. In no event will you use any logo or trademark of PG Capital as a hyperlink “button”, or in any other manner, without PG Capital’s express written consent.

Disclaimer of Third Party Information

To the extent that any information, material, or functionality on the PG Capital Services is provided by third-party content providers (“Third-Party Materials”), PG Capital has no editorial control or responsibility over such Third Party Materials. Therefore, any opinions, statements, products, services, or other Third-Party Materials are those of the applicable third-party suppliers. PG Capital does not represent or endorse the accuracy or reliability of any opinion, statement, or other information provided by any third party (including any Submissions), or represent or warrant that your use of any Third-Party Materials will not infringe rights of third parties not owned by or affiliated with PG Capital.

Feedback

If you provide to us any ideas, proposals, suggestions, or other materials (“Feedback”), whether related to the Service or otherwise, you hereby acknowledge and agree such Feedback is not confidential, and your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place us under any fiduciary or other obligation.

General

These Terms and Conditions of Use and the applicable Privacy Policy referenced herein (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the PG Capital Services and the Content. You agree that you shall not contest the admissibility or enforceability of PG Capital's copy of these Terms and Conditions of Use in connection with any action or proceeding arising out of or relating to these Terms and Conditions of Use.

Except as expressly provided for herein, these Terms and Conditions of Use do not confer any rights, remedies, or benefits upon any person or entity other than you and PG Capital. PG Capital may assign its rights and duties under these Terms and Conditions of Use at any time to any third party without notice. You may not assign these Terms and Conditions of Use without the prior written consent of PG Capital. These Terms and Conditions of Use shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. You are responsible for complying with any and all laws of the jurisdiction from which you are accessing the PG Capital Services and any other jurisdiction whose laws apply to you or your actions. You agree that you will not access or use the PG Capital Services, the Content, or any other information or materials on the PG Capital Services in violation of the aforementioned laws or these Terms and Conditions of Use.

These Terms and Conditions of Use were last updated on July 27, 2021. Please check back periodically for updates and changes.