AGREEMENT TO TERMS OF USE

Please read the following terms and conditions (“Terms of Use”) before using the Broadfin Capital, LLC (â€Broadfin”) website (the “Website”). Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and Broadfin. The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. By accessing and using the Website, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Website immediately.

All materials on the Website are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

INDEMNITY AND RELEASE

By accessing the Website, you agree, at your own expense, to indemnify, defend and hold harmless Broadfin, and its and its affiliates’, their officers, partners, managers, members, employees, agents (collectively, the “Indemnified Partiesâ€), from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Website or any product or service related thereto, or any of your other acts or omissions.  You agree to cooperate as fully as reasonably required in the defense of any claim.  Broadfin reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement which affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without Broadfin’s prior written approval.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Website is for your personal and non-commercial use. Broadfin grants you a non-exclusive, non-transferable and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Website. You may not link other websites to the Website without Broadfin’s prior written permission. You may print one hard copy of the information and download one temporary copy of the information into one single computer’s memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact. You may not allow others to use your user name or password to access or use any part of the Website. If your password has been compromised for any reason, you should contact Broadfin immediately for a new password. If you provide your password to any third party, you will be solely responsible for any actions taken by such third party using your password. All information on the non-public (i.e., password-restricted) areas of the Website is confidential and private and you may not disclose or distribute such information to any other person for any purpose and is made available solely for your personal use in connection with your investment activities.

You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of Broadfin. You may not take any action that imposes, or may impose, in Broadfin’s sole discretion, an unreasonable or disproportionately large load on Broadfin’s infrastructure, interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website, or bypass any measures that Broadfin may use to prevent or restrict access to the Website. Any rights not expressly granted herein are reserved.

NO SECURITIES OFFERING OR INVESTMENT ADVICE

The information on the Website is not an offer to sell or solicitation of an offer to buy any security or for the provision of any investment management or advisory services. Any such offer or solicitation will be made only by means of delivery of a confidential private offering memorandum or investment management contract to qualified investors in those jurisdictions where permitted by law.

Past performance is not necessarily indicative of future returns. Any information found on the Website is believed to be reliable. Nevertheless, neither Broadfin, nor its agents are liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information. The information provided on the Website does not necessarily reflect the most up to date or current information available. The performance and other information and opinions expressed in the Website are provided without any warranty of any kind.

TRUTHFUL INFORMATION

As a condition to your use of the Website, you represent and warrant to, and agree with, Broadfin that, all of the information that you provide shall be truthful, accurate and complete.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY BROADFIN OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

BROADFIN AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE WEBSITE AT ANY TIME WITHOUT NOTICE. THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.

BROADFIN AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THE WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. BROADFIN AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE WEBSITE. IN NO EVENT SHALL BROADFIN AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THE WEBSITE OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF BROADFIN OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

BROADFIN AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE WEBSITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE WEBSITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE WEBSITE.

OWNERSHIP OF CONTENT

The Website and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Broadfin or its licensors and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Website are proprietary to Broadfin or its licensors, including all of their registered and unregistered trademarks and service marks. If the Website includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by Broadfin, its licensors, or any other third party, without their express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Broadfin’s or its licensor’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without their prior written permission.

PRIVACY

To the extent that Broadfin collects any information from users of the Website, the collection and use of such information is governed by Broadfin’s Privacy Policy, which you should read before providing any information to Broadfin.  A copy of Broadfin’s Privacy Policy can be found here.

COOKIES

When you visit the Website, Broadfin may collect technical and navigation information including for example, device type, browser type, Internet protocol address, pages visited, and the average time spent on our website. We use this information for a variety of purposes, such as maintaining the security of the Website and your personal information, facilitating site navigation, and improving website design and functionality.

Broadfin and its third-party service providers may use cookies and similar technologies to support the operations of the Website. Cookies are pieces of information that a website places on the hard drive of your computer when you visit the website. Cookies may involve the transmission of information from us to you and from you to us, to another party on our behalf, or to another party in accordance with Broadfin’s Privacy Policy. Broadfin may also use cookies to bring together information it collects about you. You can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies. If you refuse a cookie when on the Website, or if you delete cookies, you may experience some inconvenience in your use of the Website.

UNAUTHORIZED ACCESS

The Website is not absolutely protected against unauthorized third parties. You acknowledge that any information provided through the internet may be potentially accessed by unauthorized third parties. Although Broadfin will make commercially reasonable efforts to protect the privacy of users of the Website, no guarantee can be made that unauthorized third parties web will not access the information contained on the Website. You acknowledge that Broadfin is not responsible for notifying you that unauthorized third parties have gained such access or that any data has been otherwise compromised during transmission across computer networks or telecommunications facilities, including, but not limited to, the internet.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Website, you represent and warrant to, and agree with, Broadfin that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company on the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of Broadfin or that Broadfin endorses, recommends or approves the services or products of such companies.

LINKS TO THIRD PARTY WEBSITES

The Website may contain hyperlinks to websites operated by parties other than Broadfin, which Broadfin may not have screened or reviewed and which may contain inaccurate, inappropriate or offensive material, products or services. Broadfin does not control such websites, and Broadfin assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. Broadfin’s inclusion of hyperlinks to such websites does not necessarily imply any endorsement of the material on such websites.

MODIFICATION AND MONITORING OF WEBSITE

Broadfin may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page.   If you use the Website after we post changes to these Terms of Use, you accept the changed Terms of Use. Broadfin expressly reserves the right to monitor any and all use of the Website.

TERMINATION AND CANCELLATION

Broadfin may modify or terminate the Website and terminate your access to the Website, without notice at any time and for any reason.

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, Broadfin controls and operates the Website from its offices within the State of New York, United States of America.

These Terms of Use are governed by the laws of the State of New York, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of courts in the city and county of New York, New York which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

FORCE MAJEURE

Broadfin’s failure to maintain or provide the Website as a result of conditions beyond Broadfin’s control such as, but not limited to, war, strikes, fires, floods, acts of God, governmental restrictions, power failures, natural disasters, acts of terrorism, or damage or destruction of any network facilities or servers, shall not be deemed a breach of these Terms of Use.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and Broadfin as a result of these Terms of Use or use of the Website.

Broadfin’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Broadfin’s right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Broadfin with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Website after accessing the Website, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as Broadfin may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and Broadfin with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Broadfin with respect to the Website.

You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.