Terms of Service – Cardinal Capital Partners

CARDINAL CAPITAL PARTNERS WEBSITE TERMS AND CONDITIONS

Effective: August 26, 2024

IMPORTANT – PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SITE OR OUR SERVICES, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS THAT MAY LIMIT CERTAIN LEGAL RIGHTS YOU HAVE.

The following describes the terms and conditions on which Cardinal Capital Partners, Inc. and its subsidiaries and affiliates (collectively “Cardinal,” “we,” “our,” or “us”) offer you access to our investor portal, as well as the reports, forms, statements, documents, products and/or services (collectively “Services”) available through our website located at cardinalcapital.com and our associated investor portal (collectively, the “Site”). By accessing or using our Services or Site, you agree to be bound by these terms and conditions of use (“Terms”). By continuing to access and use the Services or Site, you agree that such use is legally sufficient consideration under these Terms.

These Terms constitute a legally binding agreement between you and Cardinal. If you do not agree to be bound by these Terms, you will not be permitted to access or use this Site or any of the Services available through this Site. CONTINUED ACCESS AND USE OF THE SITE OR SERVICES AFTER CHANGES HAVE BEEN MADE TO THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THESE TERMS PERIODICALLY AND THAT YOU SHALL BE BOUND BY THESE TERMS AND ANY MODIFICATIONS TO THEM.

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

We are committed to making the Site and Services accessible for all users and will continue to take steps necessary to ensure compliance with applicable laws. Please read our Accessibility Policy for more information. If you have difficulty accessing any content, feature, or functionality of the Site or Services, please contact us by using the information below.

If you are an individual accessing or using the Site or Services on behalf of, or for the benefit of, any corporation, partnership, or other legal entity with which you are associated (“Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Site or Services and to any such Organization.

What’s Contained in This Agreement?

Securities Law Disclaimers
Use of the Site, Services, and Content and Prohibited Uses
Intellectual Property Rights and Limited License to Use
User Name, Password, and Security
Accuracy of Information
Electronic Delivery of Communications
Modifications of the Site and Content
Third Party Materials and Links
Trademarks
Children
Disclaimer and Limitation of Liability
Indemnities
DISPUTES, ARBITRATION, AND CLASS ACTION WAIVER
Important Legal Terms
Amendment of Terms
Compliance with Laws
Termination
Notice
Governing Law
Severability
General
Terms of Users in Certain Geographic Locations
New Jersey Residents
California Residents
International Users

(a) European Union

Agreement

Securities Law Disclaimers
Not an Offer or Recommendation

With respect to the private investment funds Cardinal sponsors or advises (each, a “Fund” and, collectively, the “Funds”), the Content and Services are for information, illustration and discussion purposes only and are not intended as an offer or solicitation with respect to the purchase or sale of any Fund.

The Content and Services are not intended to represent the rendering of accounting, tax, legal regulatory or investment advice by Cardinal. The Content and Services do not take into account the particular investment objectives, financial circumstances, restrictions, particular needs or financial, accounting, regulatory, legal or tax situation of any particular person, investor or type of investor. While investors should understand and consider risks associated with making an investment decision, the Content and Services are not intended to aid an investor in evaluating such risk. The Content and Services should not be relied upon for any purpose and should not be a basis of any investment decision or retention of Cardinal for any reason. Neither Cardinal nor its principals, officers, employees or associated funds or entities hereby makes any representation to any person or entity as to the suitability of any investment.

An investment decision by you should be based on your customary and thorough due diligence procedures, including consultation with your own professional tax, legal and investment advisors. You should also inform yourself as to: (1) the legal requirements within your jurisdictions for the purchase, holding or disposal of investments; (2) any applicable foreign exchange restrictions; and (3) any income and other taxes which may apply to the purchase, holding and disposal of investments. Furthermore, you should keep in mind that any subsequent change in facts or circumstances could materially affect the accounting, tax, legal or regulatory treatment consequences of an investment. Before you make any investment decisions, you should determine whether the investment is suitable for you in light of your circumstances, investment objectives, financial situation and risk tolerance.

Risk of Loss and Other Risks

Investing in securities and other financial products entails certain risks, including the possible loss of the entire principal amount invested. Investments in securities and other financial products may be severely volatile. Volatility and returns depend on a variety of factors including overall market conditions, unpredictable economic and political events, and the ability of Cardinal to implement its investment processes, investment objectives and risk management strategies. In addition, the use of leverage and other speculative investment practices or trading strategies may increase the risk of investment loss.

The Funds are not registered with any federal or state regulator (collectively, “U.S. Regulators”) and, generally, their offering materials are not reviewed or approved by U.S. Regulators. This makes it difficult for you to assess the performance of the Funds or independently verify information that is reported. The Fund is not required to provide periodic pricing or valuation information to investors. In addition, Cardinal is exempt from registration with the Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), but Cardinal CSP Investments GP, Inc. (“Cardinal CSP”), a Cardinal affiliate and the investment adviser to some of the Funds, reports certain information to the SEC as an exempt reporting adviser. Other than the foregoing reporting requirements, neither Cardinal nor Cardinal CSP is currently subject to the regulation and other expanded reporting requirements to which a SEC-registered investment adviser is subject. Cardinal CSP may be required to register with the SEC as an investment adviser in the future.

Certain investments in particular, including real estate related investments, are complex, may entail substantial risk, and are not suitable for all investors. The price and value of, and income produced by, securities, real estate and other financial products may fluctuate and may be adversely impacted by exchange rates, interest rates, or other factors. Investments of the Fund are valued in accordance with the valuation policy of Cardinal and its affiliates. Fair value pricing may be used for illiquid investments held by the Fund. In these circumstances, the fair valuation of the investment will be based on the subjective judgment of Cardinal (in accordance with its valuation policy) and not based on market prices.

Real estate investments are speculative investments and are not suitable for all investors, nor do they represent a complete investment program. The Funds will be available only to qualified investors who are comfortable with the substantial risks associated with investing in real estate related investments. Investments in the Fund may include risks inherent in an investment in securities, as well as specific risks associated with short sales, futures, and illiquid investments. There can be no assurance that an investment strategy will be successful and no representation is made that your investment objectives will be achieved by the Fund. In addition, the risk management techniques which may be utilized by Cardinal cannot provide any assurance that an investment will not be exposed to risks of significant trading losses.

The e Funds are intended for long-term investors. There is no liquid market (including a secondary market) for the sale of an investor’s interest in the Funds and none is expected to develop. In addition, there are significant restrictions on withdrawal and on transferring interests in the Funds. Cardinal has broad latitude with respect to risk management

The death, disability or departure of key Cardinal personnel may have a material adverse effect on investment performance. Fees and expenses – which may be substantial regardless of any positive return – will offset investment and trading profits. If Cardinal’s investments are not successful, these payments and expenses may, over a period of time, cause losses. The Funds may invest in various global markets throughout the world. As a result, the Funds may be exposed to risks relating to non US markets, including, without limitation, risks relating to currency exchange, tax, lack of liquidity, market manipulation, political instability and higher transaction costs. Cardinal may be subject to various potential and actual conflicts of interest. The tax structure of the Funds’ investments may be complex and there may be delays in distributing important tax information which may cause you to be required to obtain an extension to file your income tax return.

Given the foregoing, an investment with Cardinal is not suitable for all investors. Investors must have the financial ability, sophistication/experience and willingness to bear the risks of investing and such investments should be discretionary capital set aside strictly for speculative purposes.

Additional Disclaimers

Cardinal undertakes no responsibility or obligation to revise or update this site and/or the opinions, statements, assumptions, analyses, assessments, projections, forward looking statements, similar statements and other views expressed in this site, (collectively, the “Statements”). All Statements constitute only subjective views of Cardinal, should not be relied on, and are subject to change without notice due to many important factors, including, without limitation, fluctuating market conditions, and economic factors.

Any descriptions involving investment process, investment goals or strategies, risk management techniques, portfolio characteristics, investment examples, or statistical analysis, are provided for illustration purposes only, will not apply in all situations, may be changed in the discretion of Cardinal without notice and may not be fully indicative of any present or future investments. Investments are selected by, and will vary at the discretion of, Cardinal and are subject to availability and market conditions, among other factors. No representation is made that Cardinal’s investment processes, investment objectives, goals or risk management techniques will or are likely to be achieved or successful, or that any investment will make any profit or will not sustain any losses.

Cardinal does not provide tax advice and nothing contained herein is intended to be, or should be construed as, tax advice. Any discussion of US tax matters contained in this site was written to support the promotion or marketing of the transactions or other matters addressed herein and is not intended to be used, and must not be used by any recipient, for the purpose of avoiding US federal tax penalties. Viewers of this site should seek tax advice based on the recipient’s own particular circumstances from an independent tax adviser to determine the tax consequences of an investment in any of the Funds.

Use of the Site, Services, and Content and Prohibited Uses
1. You may not use this Site, Content, or Services available through this Site:
  - other than internally in the ordinary course of your business; provided, that such internal use does not restrict the right to distribute all, or any portion, of the Content or Services to any or all of your clients or prospective clients solely to the extent permitted under the applicable Funds’ governing documents and any side letter agreements with such Funds; provided further, such clients or prospective clients use such Content or Services solely for their own personal use and are prohibited from redistributing such Content or Services to any other person or entity;
  - to internally distribute or allow access to this Site, Content, or Services available through this Site, among your departments and/or employees that have no legitimate need for the Content or Services available through this Site to perform their duties;
  - to externally distribute the Content or Services or create derivative works based on, or in any way exploit, any of the Content or Services contained on this Site, in whole or in part, for commercial use or profit due to such distribution;
2. In addition, you may not:
  - Post, upload, share, transmit, distribute, facilitate distribution of, or otherwise make available to or through the Services or Site any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
  - Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services or Site;
  - Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services or Site, or express or imply that we endorse any statement you make;
  - Violate, or attempt to violate, the security of the Services or Site;
  - Disseminate on the Services or Site any viruses, worms, spyware, adware, or other malicious computer code, file, or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software, or equipment;
  - Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of the Services or Site;
  - Build a competitive product or service using the Services or Site, build a product or service using similar ideas, features, functions, or graphics as the Services or Site or determine whether the Services or Site are within the scope of any patent;
  - Interfere in any manner with the operation or hosting of the Services or Site or monitor the availability, performance, or functionality of the Services or Site;
  - Use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods, directly or indirectly, on the Services or Site or to collect any information from the Services or Site or any other user of the Services or Site;
  - Assist or permit any persons in violating these Terms or other applicable laws or rules governing the use of the Services or Site; or
  - For any purpose other than as expressly provided in these Terms and/or the Funds’ governing documents and any side letters between you and such Funds.
3. Intellectual Property Rights and Limited License to Use
  1. All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs, reports, statements, and other content appearing in or on the Services (“Content”) are our protected intellectual property or otherwise used with permission or under license. This includes the entire Content of each Site, copyrighted and protected as a collective work. All intellectual property rights associated with the Services or the Site, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title, or interest in any Content by accessing or using the Services or the Site. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any Content available on the Services or Site is strictly prohibited.
  2. Unless otherwise specified, you are granted a personal, non-exclusive, not transferable, revocable, limited right to access and use this Site, Services, and the Content provided therein for your personal, non‑commercial use. No Content from the Site or Services may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner, except that you are granted permission to view or download a reasonable number of copies of the Content on this Site solely for your (or your client’s) personal use, provided that you do not modify any such Content and that you retain all copyright and other proprietary notices embodied within such Content. To use Content under such an exception, you must (i) keep any copyright, trademark, or other proprietary notices intact; (ii) use such Content pursuant to any licenses associated with such Content; (iii) not copy or post such Content on any networked computer or broadcast it in any media; (iv) make no modifications to any such Content; and (v) make no additional representations or warranties relating to such Content. Except as otherwise expressly authorized herein or in writing by us, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Site, Services, or the Content.
  3. You agree not to use, disseminate or display the Services, Content or Site in a manner that would be deemed a general solicitation under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any information accessible through this Site, Services, or Content relating to shares, limited partnership interests, units or other securities or ownership interests (“Securities”) of any Fund is for information purposes only and such information shall not be deemed in any way to constitute evidence of ownership of the holdings of Securities in any Fund. Evidence of ownership of any holdings of Securities in any Fund is determined solely in accordance with the governing documents and subscription agreements applicable to the relevant Fund as recorded in its books and records.
4. User Name, Password, and Security
  1. When you register for this Site or the Services and following the completion of Cardinal’s authorization process, you will receive a password and account designation. You are responsible for maintaining the confidentiality of this information. You shall take all reasonable precautions to prevent unauthorized persons from obtaining access to or use of this Site or the Services. You shall be solely responsible for securing and maintaining all passwords issued to you in connection with this Site and shall be responsible for any actions taken using such passwords. You are strictly prohibited from unauthorized use of this Site or the Services, including but not limited to unauthorized entry into our systems, any sharing or other misuse of passwords, or misuse of any Content posted to this Site or the Services. You represent and agree that your password is personal to you, and you will ensure that your password is known to only you and shall not be shared with or provided to any other person. You agree to immediately notify Cardinal of any unauthorized use of your password or account designation or any other breach of security. You must ensure that you log-off from your account at the end of each session. You must immediately notify Cardinal if access to the Site, Services, or its Content is no longer necessary or required in the ordinary course of your business or in the performance of your duties or in connection with the business of your client(s) or prospective client(s), and Cardinal reserves the right to terminate your access to the Site or the Services upon such notice. Cardinal shall not be liable for any loss or damage arising from your failure to comply with this section.
  2. Cardinal reserves the right in its sole discretion to impose additional requirements to enable access to and use of Services or Content available through this Site by authorized users such as the issuance of digital certificates.
5. Accuracy of Information

If you choose to register for this Site or the Services (or are otherwise requested to provide information on this Site or the Services), you agree to provide true, accurate, current and complete information about yourself (such information being the “Personal Data”) and to maintain and promptly update your Personal Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Cardinal has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Cardinal has the right to suspend or terminate your account and to refuse any and all current or future use of this Site or the Services (or any portion thereof).

Electronic Delivery of Communications

You hereby acknowledge, agree and consent to have each Fund in which you have invested, its general partner and Cardinal electronically deliver Account Communications. “Account Communications” means all current and future account statements; any Offering Materials (including all supplements and amendments thereto); tax forms; notices (including privacy notices, distribution notices and drawdown notices); letters to investors; audited and unaudited financial statements; regulatory communications (including Form ADV Part 2) and other information, reports, documents, data and records relating to your investment in such Fund. Electronic communication by Cardinal includes making Content electronically available on this Site or the Services as well as email communications. It is your affirmative obligation to notify us in writing if any email address provided for you changes. Cardinal will not be liable for any interception of Account Communications. You acknowledge that you may incur charges from your internet service provider or other internet access provider. In addition, you acknowledge that there are risks, such as systems outages, that are associated with electronic delivery of Account Communications and agree Cardinal will not be liable for such risks. By your use of this Site or the Services you affirm and agree to receive Account Communications through this Site and/or the Services. For how we handle personal information and security of such information, please see our Privacy Policy.

Modifications of the Site and Content

Cardinal reserves the right at any time and from time to time, in its sole discretion, to modify or discontinue, temporarily or permanently, this Site or Services (or any part thereof, including the transmission of any related materials or documentation, including the Content) with or without notice. Cardinal further reserves the right at any time and from time to time, in its sole discretion, to change or terminate without notice any Content or Services contained on this Site. You agree that Cardinal shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Content or Services available through the Site.

Third Party Materials and Links

Any information, statements, opinions, or other information, including material on financial markets, securities, assets (real estate, digital or otherwise), and other financial information provided by third parties (“Third Party Materials”), and made available on the Services are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement, or other third-party content on the Services. You acknowledge and agree that the Third Party Material is and shall remain subject to the respective owner’s intellectual property rights and that no proprietary rights are being transferred to you with respect to such content. You agree to assume all risks of using any Third Party Materials. The inclusion of any Third Party Materials on the Site or Services does not constitute an endorsement or recommendation from us of such Third Party Materials or the respective author(s).

We may provide on the Services, Site, or Content solely as a convenience to users, links to websites or other services operated by other entities. If you click these links, you will leave the Services. If you decide to visit any external link, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked websites, services, or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links; or that any linked website or service is authorized to use any of our trademarks, logos, or copyright symbols.

Trademarks

The trademarks, service marks, and logos of Cardinal (the “Cardinal Trademarks”) used and displayed on this Site or as part of the Content or Services are registered and unregistered trademarks or service marks of Cardinal. Other company, product, and service names located on this Site or included as part of the Content or Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Cardinal Trademarks, the “Trademarks”). Nothing on this Site or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site, Services, or Content, without the prior written permission of Cardinal specific for each such use. The Trademarks may not be used to disparage Cardinal or the applicable third-party, any of our or their products or services, or in any manner which, in our reasonable judgment, may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by Cardinal in writing. All goodwill generated from the use of any Cardinal Trademark shall inure exclusively to our benefit.

Children

The Services and Site are not designed to appeal to minors, and we do not knowingly attempt to solicit or receive any information from children under thirteen (13) years of age. YOU MUST BE AT LEAST THIRTEEN (13) YEARS OLD TO ACCESS THE SITE AND AT LEAST EIGHTEEN (18) YEARS OLD TO ACCESS OR USE THE SERVICES OR CONTENT. If you are not old enough to access or use the Site or Services or certain sections or features of the Services, you should not attempt to do so.

Disclaimer and Limitation of Liability
1. THIS SITE, SERVICES, AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CARDINAL, ITS PARTNERS, MEMBERS AND OTHER EQUITY HOLDERS, SUBSIDIARIES AND AFFILIATES, AND EACH OF OUR AND THEIR RESPECTIVE MEMBERS, MANAGERS, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “CARDINAL PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THIS SITE, THE SERVICES OR THE CONTENT. ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES (WHETHER OR NOT ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN TRADE OR BY COURSE OF DEALING) ARE HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO: (I) THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY OF THE CONTENT, REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE; (II) THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE RESULTS FROM CONTENT, INCLUDING USE OF ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE OR DERIVATIVE WORKS BASED ON INFORMATION, CONTENT OR ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE; (III) THE MERCHANTABILITY OF THIS SITE, THE SERVICES OR CONTENT AND/OR ITS SUITABILITY FOR A PARTICULAR PURPOSE (INCLUDING INVESTMENT DECISIONS), WHETHER OR NOT CARDINAL OR ANY MEMBER OF THE CARDINAL PARTIES KNOWS OR HAS REASON TO KNOW OR HAS BEEN ADVISED OF ANY SUCH PURPOSE; AND (IV) NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS IN AND TO THE CONTENT, REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE, AND THE TRADEMARKS CONTAINED ON THIS SITE. CARDINAL AND THE CARDINAL PARTIES ALSO DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES (1) THAT THE SITE, CONTENT, AND SERVICES ARE ERROR‑FREE AND/OR FREE FROM ANY COMPUTER BUGS, VIRUSES OR DISABLING CODES; AND (2) THAT THE SITE, CONTENT, AND SERVICES WORK WITH ANY HARDWARE OR SOFTWARE CONFIGURATION. NEITHER CARDINAL NOR THE CARDINAL PARTIES GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, INTEGRITY OR COMPLETENESS OF THIS SITE, CONTENT OR ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE, AND USERS AGREE NOT TO RELY EXCLUSIVELY UPON THIS SITE AND CONTENT IN ASSESSING THE DESIRABILITY OF INVESTING IN A PARTICULAR SECURITY.
2. IN NO EVENT SHALL CARDINAL OR THE CARDINAL PARTIES HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) INCURRED IN CONNECTION WITH THE USE OF THIS SITE, THE SERVICES, ANY OF THE CONTENT, OR ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR PROFITS, LOST OR DAMAGED DATA, DAMAGE TO OR INTERRUPTION OF ANY LOCAL AREA NETWORKS, INTRODUCTION OF VIRUSES, WORMS OR OTHER DESTRUCTIVE PROGRAMS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES, ANY DECISION MADE OR ACTION TAKEN (OR REFRAINED FROM BEING TAKEN) BY ANY PARTY IN RELIANCE UPON THIS SITE OR THE CONTENT, ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THIS SITE OR THE SERVICES, OR ANY INACCURACIES, ERRORS OR OMISSIONS IN CONNECTION WITH THIS SITE, THE SERVICES AND ANY CONTENT.
3. CARDINAL EXPRESSLY DISCLAIMS AND DOES NOT ACCEPT ANY RESPONSIBILITY AND/OR LIABILITY FOR THE CONTENT OR INFORMATION CONTAINED IN ANY REPORT, FORM, STATEMENT, NOTICE, LETTER OR OTHER PUBLICATION OR DOCUMENT ACCESSIBLE THROUGH THIS SITE WHICH IS PRODUCED AND/OR ISSUED BY A PARTY OTHER THAN CARDINAL, INCLUDING THIRD PARTY MATERIALS (COLLECTIVELY, “THIRD-PARTY PUBLICATIONS”). FOR THE AVOIDANCE OF DOUBT, CARDINAL IS NOT RESPONSIBLE OR LIABLE FOR ANY RELIANCE YOU OR ANY OTHER PERSON MAY PLACE ON ANY THIRD-PARTY PUBLICATION, AND CARDINAL DOES NOT OWE OR ACCEPT ANY DUTY TO YOU OR ANY OTHER PERSON UNDER LAW IN RESPECT OF ANY THIRD-PARTY PUBLICATION. CARDINAL IS NOT RESPONSIBLE OR LIABLE FOR RESULTS ARISING FROM THE USE OF OR RELIANCE ON THE INFORMATION CONTAINED IN ANY THIRD-PARTY PUBLICATION INCLUDING, WITHOUT LIMITATION, ANY LOSSES (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, IN CONTRACT, TORT OR OTHERWISE) ARISING FROM ANY DECISION MADE (OR NOT MADE) OR ACTION TAKEN (OR NOT TAKEN) BY ANY PERSON IN RELIANCE UPON THE CONTENT OR INFORMATION CONTAINED IN ANY THIRD-PARTY PUBLICATION. ALL IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO SUITABILITY, MERCHANTABILITY, NON-INFRINGEMENT OR USE FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY THIRD-PARTY PUBLICATION OR THE CONTENT OR INFORMATION CONTAINED THEREIN ARE HEREBY DISCLAIMED.
Indemnities

You shall indemnify, defend, and hold harmless the Cardinal Parties from and against: (i) any actions, claims, suits, demands, liabilities, costs, charges, damages, losses, judgments, expenses (including reasonable legal and accounting fees and expenses) and consequences of whatever nature (collectively “Claims”) brought by any person against Cardinal or such Cardinal Party that arise out of or relate to your breach of these Terms or your access to, use or misuse of the Site, Content or Services available through this Site, whether properly authorized or not, (ii) any Claims brought by the user or any other person against Cardinal or such Cardinal Party that arise out of or relate to the use of your user identifier or user password by any person other than you, being the person to whom such user identifier or user password was assigned, and (iii) any Claims brought by any registered holder of Securities in any Fund, a Fund or any other person against Cardinal or such Cardinal Party that arise out of or relate to Cardinal permitting you to have access to and use of the Site and Services, and in particular any information regarding any registered holder of any Securities in any Fund contained in any of the Services or Content available through this Site, whether in respect of a breach of confidentiality or otherwise.

DISPUTES, ARBITRATION, AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS OR REPRESENTATIVE CAPACITY.

ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THESE TERMS.

Agreement to Arbitrate

You and we agree that any dispute, claim or controversy, including those known or unknown that may be later discovered, arising out of or relating to these Terms, other agreements on the Services, or the Privacy Policy, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be either determined by binding arbitration in Dallas, Texas before one arbitrator or submitted to small claims court in the City of Dallas, Texas. If the arbitrator finds this location to be unreasonably burdensome to you, a new location may be selected or arbitration may be conducted over the phone, using video conferencing, or similar. You may be entitled to an in-person hearing near your place of residence. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration arising out of or related to these Terms shall be conducted in accordance with the expedited procedures set forth in the National Arbitration and Mediation’s Comprehensive Dispute Resolution Rules and Procedures (the “Rules”), as those Rules exist on the effective date of these Terms.

No Class Actions

YOU AGREE THAT ANY CLAIMS OR ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Seeking Arbitration

If you elect to seek arbitration or file a small claim court action, you must first send to us, by certified mail, a written notice of your claim (“Notice”). The Notice to us must be addressed to: 3131 Turtle Creek Blvd., 11th Floor, Dallas, TX 75219. If we initiate arbitration, we will send a written Notice to an email address you have previously provided to us, if available. We may also use any other means to contact you, including a message in your Account. A Notice, whether sent by you or by us, must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or we may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.namadr.com.

Hearing

If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the Rules.

Award

In the event arbitration awards you damages of an amount at least $100 greater than our last documented settlement offer, we will pay your awarded damages or US $500, whichever is greater.

Injunctive Relief

Notwithstanding the foregoing, you and we both agree that you or we may sue in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of these Terms unenforceable, that portion shall not be effective, and the remainder of these Terms shall remain effective. No waiver, express or implied, by either party of any breach of or default under these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

Confidentiality

You and we shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

Coordinated Proceedings

If twenty-five (25) or more individuals initiate Notices of dispute with us raising similar claims, and counsel for the individuals bringing the claims are the same or are coordinated for these individuals (“Coordinated Claims”), the claims shall proceed in arbitration in a coordinated proceeding. Counsel for the individuals and our counsel shall each select five (5) cases to proceed first in arbitration in a bellwether proceeding (“Test Cases”). The remaining cases shall not be filed in arbitration until the first ten (10) have been resolved. If the parties are unable to resolve the remaining cases after the conclusion of the Test Cases, each side may select another five (5) cases to proceed to arbitration for a second bellwether proceeding. This process may continue until the parties have determined an objective methodology to make an offer to resolve each and every outstanding claim. A court will have authority to enforce this clause and, if necessary, to enjoin the mass filing of arbitration demands against us. Individuals bringing Coordinated Claims shall be responsible for up to US $350 of their filing fees or the maximum permissible under the applicable arbitration rules. All applicable statutes of limitations and defenses based upon the passage of time will be tolled while the Coordinated Proceedings specified in this Section are pending. We will take such action, if any, required to effectuate such tolling.

Severance of Arbitration Agreement

If any of the terms of this arbitration agreement, including the clauses concerning and describing the procedures and obligations related to Coordinated Claims and Test Case procedures, is or becomes invalid or unenforceable, then the remaining entire arbitration agreement and any clauses concerning, relating to, specifying, or otherwise describing the arbitration agreement shall be severed from these Terms. However, any duty of confidentiality, whether or not such duty is connected with arbitration, shall survive such severance.

Important Legal Terms
1. Amendment of Terms
  1. We may amend the Terms at any time by posting the amended terms on this Site or on the Services. The amended Terms will become effective when we post them on the Site or Services. You agree to be bound by any such revisions when they become effective whether or not you have reviewed them. Accordingly, when you visit the Site or Services you should periodically review the Terms posted on this Site or the Services. You may read a current, effective copy of these Terms at any time by selecting the “Terms & Conditions” link on the bottom of each page of this Site or the Services. Except to the extent we have otherwise specifically agreed with you in writing, these Terms supersede and replace all prior agreements entered into with Cardinal related to the subject matter hereof. If any change to these Terms is not acceptable, your sole remedy is to discontinue use of the Site and the Services. Any use of the Site or the Services after the effective date of an amendment will constitute acceptance by you of the revised Terms.
  2. You represent and warrant that you have the full right and power to enter into and fully perform your obligations in accordance with these Terms and that the entering into these Terms and performance of your obligations hereunder will not violate any laws, rules or regulations applicable to you or your employer and in force from time to time.
2. Compliance with Laws

In using or accessing this Site or the Services, you agree to comply with all applicable federal, state and local laws and regulations. Any and all Content and Services are subject to the export control laws and regulations of the United States and may also be subject to the laws of the country in which you reside. Cardinal specifically prohibits access to Content or Services on this Site from locations where it is illegal to obtain such access. By accessing, using, printing, downloading or otherwise receiving the Content or Services from this Site, you are expressly agreeing that you are not in a country where such export is prohibited and are not a person or entity for which such export is prohibited. Anyone who accesses this Site from locations outside the United States does so on their own initiative and is responsible for compliance with applicable local laws.

Termination

We reserve the right, in our sole discretion, to restrict, suspend or terminate these Terms and your access to all or any part of this Site, Content or Services at any time and for any reason without prior notice or liability. You further agree that Cardinal shall not be liable to you or any third party for any suspension or termination of your access to the Content, or Services available through this Site, or for any deletion of your account information. We reserve the right to change, suspend, or discontinue all or any part of this Site, Services, or Content at any time without prior notice or liability. All provisions relating to disclaimer of warranties, limitation of liability and remedies and damages contained in these Terms shall survive termination, together with all provisions that, by their nature, are intended to survive any termination of these Terms.

Notice

Cardinal may provide you with notices, including those regarding changes to the Site, Content, or Services made available to you through the Site, these Terms and our policies, including, without limitation, our Privacy Policy, by email, regular mail or postings on the Site or the Services.

Governing Law

These Terms shall be governed by and construed in accordance with the laws in effect in the United States and the laws of the State of Texas, without regard to its conflict of laws provisions and excluding that body of law applicable to choice of law. Subject to the terms of Section 14, above, you hereby submit to the exclusive jurisdiction of the federal and state and city courts located in Dallas, Texas in connection with any dispute that is not otherwise subject to arbitration related to these Terms, and the Content or Services made available through the Site.

Severability

The invalidity or unenforceability of any particular provision of these Terms shall not affect any other provision hereof and these Terms shall be construed in all respects as if such invalid or unenforceable provision were omitted. If it is determined that any provision of these Terms is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforceable as so limited.

General

These Terms constitute the entire agreement between the parties and, except to the extent we have otherwise specifically agreed with you in writing, supersede and replace all prior or contemporaneous understandings, discussions, statements, agreements, negotiations or otherwise, whether written or oral, regarding the subject matters addressed herein. The failure of Cardinal to exercise in any respect any right provided for herein shall not be deemed a waiver of such right or any further right hereunder. We may assign these Terms at any time with or without notice to you. You may not assign or sublicense these Terms or any of your rights or obligations under these Terms without our prior written consent.

Terms of Users in Certain Geographic Locations
1. New Jersey Residents

If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (i) Disclaimer of Warranty; (ii) Limitation of Liability; (iii) Indemnity; and (iv) under the Disputes, Arbitration, and Class Action Waiver section and the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of these Terms are found to violate an established legal right.

California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952‑5210.

If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forego and waive all protections as by California Civil Code Section 1542, which states, “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” By using this Site, you agree that these California Civil Code Section 1542 protections no longer apply to you.

International Users

Each claim, statement, or Expert Opinion from the Services or Content is expressly limited to the United States, unless otherwise disclosed. The Services or Content may only be available in the territory to which the Services or Content are directed and may not be available in your country. WE MAKE NO REPRESENTATION THAT THE INFORMATION AND MATERIALS, INCLUDING EXPERT OPINIONS, ON THE SERVICES OR CONTENT ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OTHER THAN THE LOCATION TO WHICH THE SERVICES ARE DIRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR CONTENT OR ANY PART THEREOF IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES. If you choose to access the Services or Content, you do so on your own initiative and at your own risk, and you are responsible for complying with all local statutes, orders, regulations, rules, and other laws.

Despite the above, as a consumer you will benefit from any mandatory provisions of the law of the country in which you are a resident. Nothing in these Terms affect your rights as a consumer to rely on such mandatory provisions of local law. The local law of your jurisdiction may entitle you to have a dispute relating to these Terms heard by your local courts. These Terms do not limit any such rights that you have that apply. HOWEVER, BY ENTERING INTO THESE TERMS, WE DO NOT CONSENT TO THE JURISDICTION OF ANY COURTS OTHER THAN THOSE REFERENCED IN THESE TERMS AND WE RESERVE THE RIGHT TO CONTEST THAT WE ARE NOT SUBJECT TO THE JURISDICTION OF ANY OTHER COURT. We may limit the Services’ or Site’s availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion. These Terms, as well as all other documents related to it, including notices and correspondence, will be in the English language only.

THE FOLLOWING TERMS APPLY TO YOU, AND SUPERSEDE CONFLICTING TERMS IN THESE TERMS, IF YOU ARE A RESIDENT OF THE NAMED JURISDICTION OR TO THE EXTENT REQUIRED BY APPLICABLE LAW:

European Union

Exceptions to Liability Limitations: Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

ARBITRATION MAY NOT APPLY TO YOU IF YOU ARE A RESIDENT OF THE EUROPEAN UNION AND SUBJECT TO THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU 524/2013) (AND ANY IMPLEMENTING REGULATIONS IN EACH MEMBER STATE OF THE EU); THE AGREEMENT TO ARBITRATE IN THESE TERMS WILL NOT APPLY TO YOU IF NOT PERMITTED BY LAW.

If you have questions about these Terms, please contact us below:

Email: investorrelations@cardinalcapital.com
Address: 3131 Turtle Creek Blvd., 11th Floor, Dallas, TX 75219