Permian Capital Terms of Use Agreement Effective: January 12, 2018 Acceptance of
the Terms and Conditions. Permian Capital, LLC and its affiliates (herein
referred to as the “Company,” “we,” “us” or “our”) provide and make available
this web site (the “Site”). All use of the Site is subject to the terms and
conditions contained in this Terms of Use Agreement (the “Agreement”). Please
read this Agreement carefully. By accessing, browsing or otherwise using the
Site, you acknowledge that you have read, understood, and agree to be bound by
this Agreement. If you do not accept the terms and conditions of this Agreement,
you shall not access, browse or use the Site. PLEASE READ THIS AGREEMENT
CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT
INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THE AGREEMENT
TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE
AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (A) YOU WILL ONLY BE
PERMITTED TO PURSUE CLAIMS AGAINST THE COMPANY ON AN INDIVIDUAL BASIS, NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING,
(B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE
AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS AND (C) YOU MAY NOT BE ABLE TO
HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. You
understand and agree that we may change this Agreement at any time without prior
notice. You may read a current, effective copy of this Agreement at any time by
selecting the “Terms of Use” link on the Site. Any use of the Site after such
date shall constitute your acceptance of such revised terms and conditions. If
any change to this Agreement is not acceptable to you, your sole remedy is to
cease accessing, browsing and otherwise using the Site. Use of the Site. The
Site contains material, including but not limited to software, text, graphics
and images (collectively referred to as the “Content”). We may own the Content
or portions of the Content may be made available to us through arrangements that
we have with third-parties. The Content is protected by United States and
foreign intellectual property laws. Unauthorized use of the Content may result
in violation of copyright, trademark, and other laws. You have no rights in or
to the Content, and you will not use, copy or display the Content except as
permitted under this Agreement. No other use is permitted without our prior
written consent. You must retain all copyright and other proprietary notices
contained in the original Content on any copy you make of the Content. You may
not sell, transfer, assign, license, sublicense, or modify the Content or
reproduce, display, publicly perform, make a derivative version of, distribute,
or otherwise use the Content in any way for any public or commercial purpose.
The use or posting of any of the Content on any other web site or in a networked
computer environment for any purpose is expressly prohibited. If you violate any
part of this Agreement, your right to access and/or use the Content and the Site
shall automatically terminate and you shall immediately destroy any copies you
have made of the Content. The trademarks, service marks, and logos of the
Company (the “Company Trademarks”) used and displayed on the Site are registered
and unregistered trademarks or service marks of the Company. Other company,
product, and service names located on the Site may be trademarks or service
marks owned by third-parties (the “Third-Party Trademarks”, and, collectively
with the Company Trademarks, the “Trademarks”). Nothing on the Site or in this
Agreement should be construed as granting, by implication, estoppel, or
otherwise, any license or right to use any Trademark displayed on the Site
without the prior written consent of the Company specific for each such use. The
Trademarks may not be used to disparage the Company or the applicable
third-party, the Company’s or third-party’s products or services, or in any
manner (using commercially reasonable judgment) that may damage any goodwill in
the Trademarks. Use of any Trademarks as part of a link to or from any web site
is prohibited without the Company’s prior written consent. All goodwill
generated from the use of any Company Trademark shall inure to the Company’s
benefit. You agree not to: (a) take any action that imposes an unreasonable load
on the Site’s infrastructure, (b) use any device, software or routine to
interfere or attempt to interfere with the proper working of the Site or any
activity being conducted on the Site, (c) attempt to decipher, decompile,
disassemble or reverse engineer any of the software comprising or making up the
Site, (d) delete or alter any material posted on the Site by the Company or any
other person or entity, or (e) frame or link to any of the materials or
information available on the Site. The Site may contain links to third-party web
sites (“External Sites”). These links are provided solely as a convenience to
you and not as an endorsement by us of the content on such External Sites. The
content of such External Sites is developed and provided by others. You should
contact the site administrator or Webmaster for those External Sites if you have
any concerns regarding such links or any content located on such External Sites.
We are not responsible for the content of any linked External Sites and do not
make any representations regarding the content or accuracy of any materials on
such External Sites. You should take precautions when downloading files from all
web sites to protect your computer from viruses and other destructive programs.
If you decide to access any External Sites, you do so at your own risk. Certain
elements of the Site are protected by trade dress, trademark, unfair
competition, and other state and federal laws and may not be copied or imitated
in whole or in part, by any means, including but not limited to, the use of
framing or mirrors, except as otherwise expressly permitted by Section 2.1 of
the Agreement. None of the Content for the Site may be retransmitted without the
express written consent from the Company for each and every instance. Limitation
of Liability and Disclaimer of Warranties. THE COMPANY, ITS AFFILIATES, THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS
(COLLECTIVELY, THE “COMPANY PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS
ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY,
COMPLETENESS, TIMELINESS OR RELIABILITY. THE COMPANY PARTIES SHALL NOT BE
SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR
ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS
THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM
FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND THE CONTENT AT YOUR OWN
RISK. THE COMPANY PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR‑FREE
OR THAT THE SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR
SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE
CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO
COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS. THE SITE AND CONTENT ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY
KIND. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED
TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON‑INFRINGEMENT OF THIRD PARTIES
RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. No Offer of Securities or Investment
Advice. You acknowledge that neither this Site nor any Content made available
through the Site is intended to constitute an offer to buy or sell any
securities or should be interpreted to contain a recommendation for or advice on
the sale or purchase of any security or investment product. The Company only
provides investment advisory services to the Company investment vehicles and
does not solicit or make its services available to the public. You acknowledge
that the Company does not provide any tax, legal, accounting or other
professional advice through the Content made available on the Site. Any
description of investment advisory services and experience is not indicative any
guarantee of future profitability or positive performance. IN NO EVENT SHALL ANY
COMPANY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES
RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR
INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT
ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN
SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE
ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE COMPANY PARTIES SHALL
BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IF YOU ARE FROM NEW JERSEY,
THE FOREGOING SECTIONS 3.1, 3.2 AND 3.3 ARE INTENDED TO BE ONLY AS BROAD AS IS
PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE
SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE
INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING
PORTIONS OF THE APPLICABLE SECTIONS. Indemnification. You agree to defend,
indemnify, and hold harmless the Company Parties from and against any claims,
actions or demands, including, without limitation, reasonable legal and
accounting fees, arising or resulting from your breach of this Agreement or your
access to, use or misuse of the Content or the Site. The Company shall provide
notice to you of any such claim, suit, or proceeding. The Company reserves the
right to assume the exclusive defense and control of any matter which is subject
to indemnification under this section. In such case, you agree to cooperate with
any reasonable requests assisting the Company’s defense of such matter.
Termination of the Agreement. The Company reserves the right, in its sole
discretion, to restrict, suspend, or terminate this Agreement and your access to
all or any part of the Site or the Content at any time and for any reason
without prior notice or liability. The Company reserves the right to change,
suspend, or discontinue all or any part of the Site or the Content at any time
without prior notice or liability. Sections 2 (Use of the Site), 3 (Limitation
of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), 8
(Arbitration Agreement) and 9 (Miscellaneous) shall survive the termination of
this Agreement. User Must Comply with Applicable Laws. The Site is based in San
Francisco, CA. We make no claims concerning whether the Content may be
downloaded, viewed, or be appropriate for use outside of the United States. If
you access the Site or the Content from outside of the United States, you do so
at your own risk. Whether inside or outside of the United States, you are solely
responsible for ensuring compliance with the laws of your specific jurisdiction.
The United States controls the export of products and information. You expressly
agree to comply with such restrictions and not to export or re-export any of the
Content to countries or persons prohibited under the export control laws. By
downloading the Content, you are expressly agreeing that you are not in a
country where such export is prohibited or are a person or entity for which such
export is prohibited. You are solely responsible for compliance with the laws of
your specific jurisdiction regarding the import, export, or re-export of the
Content. U.S. Government Restricted Rights. The Content is provided with
“RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is
subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR
252.227-7013 et seq. or its successor. Use of the Site or Content by the
Government constitutes acknowledgement of our proprietary rights in the Site and
Content. ARBITRATION AGREEMENT. PLEASE READ THIS SECTION CAREFULLY, AS IT
AFFECTS YOUR RIGHTS. Agreement to Arbitrate: This Dispute Resolution by Binding
Arbitration section is referred to in these Terms and Conditions as the
“Arbitration Agreement.” You agree that any and all disputes or claims that have
arisen or may arise between you and the Company, whether arising out of or
relating to these Terms and Conditions (including any alleged breach thereof),
the Site or any aspect of the relationship or transactions between us, will be
resolved exclusively through final and binding arbitration, rather than a court,
in accordance with the terms of this Arbitration Agreement, except that you may
assert individual claims in small claims court, if your claims qualify. Further,
this Arbitration Agreement does not preclude you from bringing issues to the
attention of federal, state or local agencies, and such agencies can, if the law
allows, seek relief against us on your behalf. You agree that, by entering into
these Terms and Conditions, you and the Company are each waiving the right to a
trial by jury or to participate in a class action. Your rights will be
determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration
Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief:
YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER
ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE
COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN
ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A
CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD
RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF
THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE
RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY
PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER
APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution: The Company is always interested in
resolving disputes amicably and efficiently, and most concerns can be resolved
quickly and to a visitor’s satisfaction by emailing us at [_______]. If such
efforts prove unsuccessful, a party who intends to seek arbitration must first
send to the other, by certified mail, a written Notice of Dispute (“Notice”).
The Notice to the Company should be sent to Permian Capital LLC, 2070 Pacific
Ave, #604, San Francisco CA, 94109, Attention: [_______] (“Notice Address”). The
Notice must (1) describe the nature and basis of the claim or dispute and (2)
set forth the specific relief sought. If the Company and you do not resolve the
claim within sixty (60) calendar days after the Notice is received, you or the
Company may commence an arbitration proceeding. During the arbitration, the
amount of any settlement offer made by the Company or you will not be disclosed
to the arbitrator until after the arbitrator determines the amount, if any, to
which you or the Company is entitled. Arbitration Procedures: Arbitration will
be conducted by a neutral arbitrator in accordance with the American Arbitration
Association’s (“AAA”) rules and procedures, including the AAA’s Consumer
Arbitration Rules (collectively, the “AAA Rules”), as modified by this
Arbitration Agreement. For information on the AAA, please visit its website,
http://www.adr.org. Information about the AAA Rules and fees for consumer
disputes can be found at the AAA’s consumer arbitration page,
http://www.adr.org/consumer_arbitration. If there is any inconsistency between
any term of the AAA Rules and any term of this Arbitration Agreement, the
applicable terms of this Arbitration Agreement will control unless the
arbitrator determines that the application of the inconsistent Arbitration
Agreement terms would not result in a fundamentally fair arbitration. The
arbitrator must also follow the provisions of these Terms and Conditions as a
court would. All issues are for the arbitrator to decide, including, but not
limited to, issues relating to the scope, enforceability and arbitrability of
this Arbitration Agreement. Although arbitration proceedings are usually simpler
and more streamlined than trials and other judicial proceedings, the arbitrator
can award the same damages and relief on an individual basis that a court can
award to an individual under these Terms and Conditions and applicable law.
Decisions by the arbitrator are enforceable in court and may be overturned by a
court only for very limited reasons. Unless the Company and you agree otherwise,
any arbitration hearings will take place in a reasonably convenient location for
both parties with due consideration of their ability to travel and other
pertinent circumstances. If the parties are unable to agree on a location, the
determination will be made by AAA. If your claim is for $10,000 or less, the
Company agrees that you may choose whether the arbitration will be conducted
solely on the basis of documents submitted to the arbitrator, through a
telephonic hearing or by an in-person hearing as established by the AAA Rules.
If your claim exceeds $10,000, the right to a hearing will be determined by the
AAA Rules. Regardless of the manner in which the arbitration is conducted, the
arbitrator will issue a reasoned written decision sufficient to explain the
essential findings and conclusions on which the award is based. Costs of
Arbitration: Payment of all filing, administration and arbitrator fees
(collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless
otherwise provided in this Arbitration Agreement. If the value of the relief
sought is $75,000 or less, at your request, the Company will pay all Arbitration
Fees. If the value of relief sought is more than $75,000 and you are able to
demonstrate to the arbitrator that you are economically unable to pay your
portion of the Arbitration Fees or if the arbitrator otherwise determines for
any reason that you should not be required to pay your portion of the
Arbitration Fees, the Company will pay your portion of such fees. In addition,
if you demonstrate to the arbitrator that the costs of arbitration will be
prohibitive as compared to the costs of litigation, the Company will pay as much
of the Arbitration Fees as the arbitrator deems necessary to prevent the
arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be
governed by the AAA Rules. Confidentiality: All aspects of the arbitration
proceeding, and any ruling, decision or award by the arbitrator, will be
strictly confidential for the benefit of all parties. Severability: If a court
or the arbitrator decides that any term or provision of this Arbitration
Agreement (other than the subsection titled “Prohibition of Class and
Representative Actions and Non-Individualized Relief” above) is invalid or
unenforceable, the parties agree to replace such term or provision with a term
or provision that is valid and enforceable and that comes closest to expressing
the intention of the invalid or unenforceable term or provision, and this
Arbitration Agreement will be enforceable as so modified. If a court or the
arbitrator decides that any of the provisions of the subsection above titled
“Prohibition of Class and Representative Actions and Non-Individualized Relief”
are invalid or unenforceable, then the entirety of this Arbitration Agreement
will be null and void, unless such provisions are deemed to be invalid or
unenforceable solely with respect to claims for public injunctive relief. The
remainder of these Terms and Conditions will continue to apply. Future Changes
to Arbitration Agreement: Notwithstanding any provision in these Terms and
Conditions to the contrary, the Company agrees that if it makes any future
change to this Arbitration Agreement (other than a change to the Notice
Address), you may reject any such change by sending the Company written notice
within thirty (30) calendar days of the change to the Notice Address provided
above. By rejecting any future change, you are agreeing that you will arbitrate
any dispute between us in accordance with the language of this Arbitration
Agreement as of the date you first accepted these Terms and Conditions (or
accepted any subsequent changes to these Terms and Conditions) Miscellaneous.
This Agreement is governed by the internal substantive laws of the State of
California, without respect to its conflict of laws provisions. If any provision
of this Agreement is found to be invalid by any court having competent
jurisdiction, the invalidity of such provision shall not affect the validity of
the remaining provisions of this Agreement, which shall remain in full force and
effect. Failure of the Company to act on or enforce any provision of the
Agreement shall not be construed as a waiver of that provision or any other
provision in this Agreement. No waiver shall be effective against the Company
unless made in writing, and no such waiver shall be construed as a waiver in any
other or subsequent instance. Except as expressly agreed by the Company and you,
this Agreement constitutes the entire Agreement between you and the Company with
respect to the subject matter, and supercedes all previous or contemporaneous
agreements, whether written or oral, between the parties with respect to the
subject matter. The section headings are provided merely for convenience and
shall not be given any legal import. This Agreement will inure to the benefit of
our successors, assigns, licensees, and sublicensees. Any information submitted
or provided by you to the Site might be publicly accessible. Important and
private information should be protected by you. The Company is not liable for
protection of privacy of electronic mail or other information transferred
through the Internet or any other network that you may use. DOCPROPERTY "DOCID"
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