TERMS AND CONDITIONS OF USE

Last Updated: December 2024

Pretium Partners or one or more of its affiliates (collectively, “Pretium”, “we”, “us”, or “our”) is the operator and host of the website www.pretium.com (“Website”). These terms and conditions of use (these “Terms”) are a contract between: (i) you on your own behalf as an individual, and (ii) the authorized client or service provider on whose behalf you are accessing the Website, whether as an employee, associated person, independent contractor, agent, or in a similar representative capacity ((i) and (ii), collectively “You”), and Pretium. Your compliance with these Terms is a condition of Your access to and use of the Website. All other use is strictly prohibited. By agreeing to these Terms, You represent and warrant that You (i) have the authority to bind the authorized client or service provider on whose behalf You are accessing the Website, (ii) accept these terms on Your own behalf as an individual and on behalf of the authorized client or service provider on whose behalf You are accessing the Website, and (iii) are acting at the express instruction of the authorized client or service provider on whose behalf You are accessing the Website and agreeing to these Terms.

BY ACCESSING, BROWSING, OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, WHICH INCORPORATES BY REFERENCE THE PRIVACY POLICY, AVAILABLE AT PRETIUM.COM/PRIVACY-POLICY/ (“PRIVACY POLICY”), AND ALL DISCLAIMERS AND TERMS AND CONDITIONS THAT APPEAR ELSEWHERE ON THE WEBSITE. IF YOU DO NOT AGREE WITH ALL OF THE FOREGOING, YOU MUST IMMEDIATELY DISCONTINUE USING THE WEBSITE.

PLEASE READ: UNLESS YOU OPT OUT FOLLOWING THE OPT-OUT PROCEDURES IN SECTION 14 BELOW, YOU WILL BE BOUND BY A MANDATORY ARBITRATION AGREEMENT, REQUIRING ANY DISPUTE BETWEEN YOU AND PRETIUM, SUBJECT TO LIMITED EXCEPTIONS, TO BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND.

Acceptable Use

When using the Website, You must comply with all laws and regulatory requirements applicable to Your use of the Website or Your involvement with investment products and services, including any notices, advisories, restrictions, legends or disclaimers displayed through the Website or otherwise communicated to You.

Subject to Your compliance with these Terms, Pretium grants You a non-exclusive, non-transferable, revocable and limited personal license to access and use the Website for Your personal and non-commercial 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 Pretium’s prior written permission. You may print hard copies of the information and download temporary copies of the information into one or more computers’ memory solely for Your own personal, non-commercial use, provided that all relevant copyright, trademark and other proprietary notices are kept intact. 

You are prohibited from using the Website to advertise or perform any commercial solicitation. You are also prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of Pretium. Tampering with any portion of the Website, providing untruthful or inaccurate information, misrepresenting Your identity, or conducting illegal or fraudulent activities on the Website are prohibited and constitute a breach of these Terms. You are prohibited from violating or attempting to violate the security of the Website, including, (a) accessing data not intended for You or logging onto a server or an account which You are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, the password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, but not limited to, via means of submitting a virus to the Website, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (e) sending unsolicited email, including but not limited to, promotions and/or advertising of products or services; (f) forging any transmission control protocol/Internet protocol packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website other than the search engine and search agents available on the Website and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software, models or data; (i) removing, obscuring, or altering any logos, notices, warnings, labels, annotations or instructions from any portion of the Website or any related, downloaded or printed material, including, but not limited to, any patent, trademark, copyright, or other proprietary notices or license provisions; (j) impersonating any person or entity, including without limitation any representative of Pretium, falsely stating or otherwise misrepresenting affiliation with any person or entity in connection with the Website, or expressing or implying that Pretium or any representative thereof has endorsed You or any of Your statements; or (k) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Website.

Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed Your authorized access level may result in civil and criminal charges, including, but not limited to, charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice of any kind, restrict or terminate the access of any and all users of the Website if we reasonably conclude that (i) You or any user engaged or attempted to engage in any of the activities identified in (a) through (k) above in this Section 1 or (ii) such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction. If we restrict or terminate access under these circumstances, in our sole discretion, we will use commercially reasonable efforts to restore access and use for proper purposes.

Intellectual Property

The Website, all of the information and materials contained therein, including, without limitation, text, graphics, charts, audio, logos, images, data compilations, icons, code and software, any information generated from the Website, any information derived from the information and materials contained therein (collectively, “Content”), as well as the software used to make the Website available are and shall remain the property of Pretium and its licensors and suppliers, and are protected, without limitation, pursuant to U.S. and foreign copyright, trademark, patent and/or other proprietary rights and laws. You do not acquire any right, title or interest in any Content by virtue of accessing the Website or making use of the Content, and You may not take any action inconsistent with Pretium’s (or any licensor’s or supplier’s) ownership of the Website or Content. 

Pretium’s trademarks, service marks, trade names, domain names, trade dress and other proprietary logos and indicia are the property of Pretium (“Pretium Marks”). All other marks are the property of their respective companies. You agree not to use any Pretium Marks. Notwithstanding any of the foregoing, any goodwill arising out of Your use of the Pretium Marks shall inure to the benefit of and belong to Pretium. No trademark or service mark license is granted in connection with the right to use Content as set forth herein. Access to the Website does not authorize anyone to use any name, logo or mark in any manner. You also will not use any trademark, service mark, trade name, domain name or logo of any company or organization in a way that is likely or intended to cause confusion with the Pretium Marks.

Subject to the terms and conditions of these Terms, You are permitted to store, display, analyze, reformat and print Content only for Your own internal business uses or as expressly permitted in writing by Pretium. You are not permitted to publish, disclose, transmit, or otherwise reproduce any Content, in whole or in part, in any form outside of Your organization, other than to agents or representatives who are acting on Your behalf and that have agreed in writing to maintain its confidentiality.

Disclaimers 

No Securities Offering or Investment Advice. The Content on this Website does not constitute an offer to sell or the solicitation of an offer to buy any securities. An offer to sell, or solicitation to buy, any securities will only be made by means of a definitive offering document. You may not rely on the Website as the basis upon which to make an investment decision. The Website does not purport to be complete on any topic addressed. The information in the Website is provided to You as of the dates indicated and Pretium has no obligation to update any information. 

There can be no assurance that Pretium’s investment strategies will achieve the objectives or results that are referenced in the Website. Past performance is not indicative of future results. There is no guarantee that any Pretium investment products or future offerings by Pretium will have access to similar types of investments or opportunities to achieve comparable results. An investment with Pretium will be highly speculative, and there can be no assurance that investment objectives will be achieved. Investors must be prepared to bear the risk of a total loss of their investment. An investment with Pretium will be suitable only for certain financially sophisticated investors who meet certain eligibility requirements, have no need for immediate liquidity in their investment and can bear the risk of an investment for an extended period of time. Before deciding to invest, prospective investors should carefully read the applicable offering documents and pay particular attention to the risk factors contained therein. The Website is not intended to provide, and should not be relied upon for, tax, legal, accounting or investment advice.

Pretium’s investment strategies may involve investing in real estate debt, and as such investments with Pretium may be exposed to greater risk than investments in a more diversified investment portfolio.

Certain information contained in the Website constitute “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “seek,” “target,” the negatives thereof, other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results of the actual performance of an investment vehicle or strategy may differ materially from those reflected or contemplated in such forward-looking statements. Accordingly, there can be no assurance that estimated returns, targeted returns or projections will be realized or that actual returns or performance results will not materially differ from those included in the Website. Negative returns are possible. Certain assumptions and forward-looking statements may have been made either for modeling purposes, to simplify the Website and/or calculations, and Pretium does not represent that any such assumptions or statements will reflect actual future events or that all assumptions have been considered or stated.

The information disclosed in representative transactions reflect specific properties during a particular point in time and there can be no assurance that properties acquired in the future will share similar characteristics. The investment vehicles managed by Pretium will invest in different economic conditions and in different securities than those incorporated in the representative transactions and average actual performance results that are shown. There is no assurance that any investment vehicle managed by Pretium will perform as the representative transactions or average actual performance results indicate.

Content Not to Be Construed as a Solicitation or Recommendation. The Website, including the Content, has been prepared for informational purposes only without regard to any particular user’s or Your customers’ investment objectives, financial situation, or means, and Pretium is not soliciting or recommending that You or Your customers take any action based upon it. The Website, including the Content, is not to be construed as a recommendation to buy or sell any security or financial product or otherwise to participate in any particular trading strategy.

Limitations on Accuracy; Third Party Data. Certain information contained in this Website, including indicative price information, has been obtained from published and non-published sources prepared by third parties, which, in certain cases, has not been updated through the date hereof. Pretium has not verified such information and does not represent that such information is accurate, current, or complete and it should not be relied upon as such. Information, opinions and estimates provided in the Website are based on matters and information as they exist as of the date such materials were prepared and not as of any future date and will not be updated or otherwise revised to reflect information that is subsequently discovered or available, or for changes in circumstances occurring after the date hereof.

Content Not to be Construed as Advice. Pretium does not provide, and nothing contained on or generated by the Website should be construed to be, business, financial, investment, hedging, trading, legal, regulatory, tax, accounting or any other form of advice, nor should You make the Website the only basis for any investment decisions made by or on behalf of You. To the extent that any information on the Website refers to a particular tax treatment, such treatment depends on the individual circumstances of the investor and may be subject to change.

Pretium Is Not Acting as Your Advisor or Fiduciary. Unless explicitly agreed otherwise in writing, Pretium is not, by virtue of making available to You the Website and the Content, acting as Your advisor or fiduciary. The Website is provided to You solely on the basis that You have the capability to independently evaluate investment risk and will exercise independent judgment in evaluating investment decisions in that Your investment decisions will be based on Your own independent assessment of the opportunities and risks presented by a potential investment, market factors and other investment considerations.

Price and Performance Information. Unless explicitly stated otherwise, any prices provided on the Website are indicative only. Such prices or values may not reflect actual prices or values that would be available in the market at the time provided or at the time You may decide to purchase or sell an interest in a particular investment product. Pretium accepts no responsibility for updating any pricing information.

Past performance is not indicative of future results. The value of investments and the income derived from them may decrease or increase, and investors may not get back the amount originally invested or may lose all of their investment. Other market factors may also affect performance. The Website and the Content should not be used for valuation purposes and should not be relied upon for the maintenance of your books and records or for any tax, accounting, legal or other purposes.

Assets Under Management. Assets Under Management (“AUM”) information displayed on the site is for informational purposes only. AUM figures include total gross assets (including any leverage), as well as committed but as-yet unfunded capital commitments of the applicable investment vehicle. Firm AUM is as of the most recent quarter and has not been audited by an independent auditor and, as such, is subject to adjustment, which could be material. Historical information is accurate as of the date indicated.

System Outages, Slowdowns, and Capacity Limitations. You may experience difficulty accessing the Website or communicating with the Website through the Internet or other electronic and wireless services due to, among other things and including but not limited to, high Internet traffic, systems capacity limitations or other transmission problems. Any computer system or other electronic device, whether it is Yours, an Internet service provider’s or Pretium’s can experience unanticipated outages or slowdowns or have capacity limitations.

You are solely responsible for obtaining and maintaining the necessary hardware, software, internet connectivity and other systems and network requirements necessary to access the Website. Pretium 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 Website, or for any interruption or disruption of such access or any erroneous communication between the Website and You, regardless of whether the connection or communication service is provided by Pretium or a third party service provider. Pretium may, from time to time, make changes to the Website, which may require You to change or replace (at Your own expense) computer hardware or software or other equipment to maintain Your access to the Website.

No Warranties; No Responsibility to Update. NONE OF PRETIUM, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE PROVIDERS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE WEBSITE, ITS SERVICES OR CONTENT. THE WEBSITE, ITS SERVICES AND CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS AT YOUR SOLE RISK. PRETIUM, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE PROVIDERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND IN CONNECTION WITH THE WEBSITE, ITS SERVICES, THE CONTENT OR THESE TERMS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY OF THE WEBSITE, ITS SERVICES OR CONTENT OR THAT USE OF THE WEBSITE, ITS SERVICES AND CONTENT WILL NOT INFRINGE, MISAPPROPRIATE OR VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS. PRETIUM CANNOT ENSURE THAT THE WEBSITE, ITS SERVICES OR CONTENT (INCLUDING, WITHOUT LIMITATION, FILES, INFORMATION OR OTHER DATA) YOU ACCESS OR DOWNLOAD RELATED TO THE WEBSITE WILL BE FREE OF ERRORS, DEFECTS, VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. NONE OF PRETIUM, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE PROVIDERS SHALL HAVE ANY RESPONSIBILITY TO MAINTAIN THE WEBSITE, ITS SERVICES OR CONTENT MADE AVAILABLE ON THE WEBSITE OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES IN CONNECTION THEREWITH.

Access Method Terms

All information on the non-public (i.e., password-restricted) areas of the Website is confidential, private and made available solely for Your personal use in connection with your investment activities. By using the Website, You represent, warrant and agree that You may access certain features of the Website only through Your own access credentials (e.g., password), security devices or other access methods that Pretium may specify (collectively, “Access Methods”). You may not allow others to use your user name or password to access or use any part of the Website. You further represent, warrant and agree that You will not transfer or share Your Access Methods. You will immediately notify Pretium of any unauthorized use of your Access Methods. Pretium will not be responsible for any loss or damage or damage arising from Your failure to comply with Your responsibilities and obligations under these Terms or from any activities that occur through Your Access Methods. 

In addition, with respect to the authorized client or service provider on whose behalf You are accessing the Website (in Section 4 referred to as “Client”), You represent, warrant and agree that:

1. Client is solely responsible for ensuring that Client’s Access Methods are provided to and used by only those users that Client authorizes (“Authorized Users”). Upon request, Client will provide to Pretium a list of those Authorized Users and their countries of domicile.
2. Client will be (i) solely responsible for all acts and omissions of any person using the Website through Client’s Access Methods, and (ii) bound by the terms of any agreements or transactions executed through the Website using Client’s Access Methods. All transmissions generated by use of Client’s Access Methods will be deemed to be authorized by Client and made by an Authorized User, whether or not Pretium acknowledges receipt of such transmission.

Your Representations, Warranties and Agreements

By using the Website, You, and with respect to the Client, You represent, warrant and agree that:

1. You have the sophistication, expertise and investment knowledge needed to evaluate the Content made available through the Website and, if You are investing for others, making investment decisions for others or offering the products available on the Website to others, You have the ability and expertise to determine and will determine, prior to purchasing or offering such products to others, that the products You have selected are suitable and appropriate for Your customers and that Your customers are eligible to invest in the products You have selected.
2. Your use of the Website and the Content does not create or give rise to any relationship or obligations between Pretium and Your customers, account holders or accounts that You manage.
3. You agree that You will not sell, buy or invest on behalf of another person or account any product made available through the Website to or for any person or account that does not meet the requirements for investing in such product, as set forth in the prospectus or other applicable disclosure document with respect to such product.
4. You agree to comply with any selling restrictions of any product made available through the Website, as set forth in the prospectus or other applicable offering or disclosure document with respect to such product.
5. You agree to cooperate with any reasonable request made by Pretium in order to respond to any inquires made by any third-party service providers, exchanges, or other regulatory, self-regulatory or governmental authorities in connection with the Website.
6. You (and, if applicable, accounts on whose behalf You are acting or who You manage) are a resident in a jurisdiction which permits You to view the Content and use the services provided by or through the Website.

Additional Disclaimers

Any investment in any investment products should only be made having fully and carefully read the relevant prospectus, latest financial report, and/or any other offering documents for the relevant investment product. The terms of any investment in an investment product are governed by the relevant offering documents (or equivalent documentation). In the event of any inconsistency between the information on the Website and the terms specified in, or established pursuant to, the documents establishing the terms of issue or contract, the terms so specified or determined shall prevail.

The fact that Pretium has made the information and services provided on the Website available to You does not constitute a representation that any investment product described on the Website is suitable or appropriate for You, Your clients or Your managed or fiduciary accounts. Certain transactions, including those involving futures, options, and high yield securities, give rise to substantial risk and are not suitable for all investors. You should not enter into any transaction unless You have fully understood all such risks as set out in applicable offering documentation and have independently determined that such transactions are appropriate for You or Your client or Your managed or fiduciary accounts. Any discussion of the risks contained on the Website with respect to any investment product should not be considered to be a disclosure of all risks or a complete discussion of the applicable risks.

Privacy

The Privacy Policy explains how Pretium collects, stores, shares, or otherwise uses any personal information You provide through the Website (“Personal Information”). Pretium’s use of Personal Information will be in accordance with the Privacy Policy.

Changes to these Terms

Pretium reserves the right to modify or replace these Terms from time to time in its sole discretion. If we make material changes to these Terms, we will notify You by updating the date of these Terms and posting it on the Website. All changes to these Terms will be effective upon our posting the modified version (or as otherwise indicated at the time of posting). Therefore, each time You use the Website, You should visit and review the then current terms. Your continued use of the Website after the effective date of any modified Terms will constitute acceptance of such changes. 

No Representations as to Other Sites or Links

The Website may provide links to certain Internet sites sponsored and maintained by third parties (“Third Party Sites”). Pretium may not have screened or reviewed such Third Party Sites, and such sites may contain inaccurate, inappropriate or offensive materials, products or services. Pretium does not control any Third Party Sites and Pretium assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such Third Party Sites or any information, software, products or services found on any Third Party Sites. Pretium is providing such links solely as a convenience to You. Accordingly, Pretium makes no representations concerning the content of any Third Party Site. The fact that Pretium has provided a link to a Third Party Site does not constitute an endorsement, adoption, entanglement, recommendation, authorization, sponsorship, or affiliation by Pretium with respect to the Third Party Site, its owners, or its providers. Pretium has not tested any information, software, products or services found on any of the Third Party Sites and does not make any representations with respect thereto, including any representations regarding the content or sponsors of the Third Party Sites, or the suitability or appropriateness of the products, services or transactions described therein.

Platform Data and Other Data

We may share data and information regarding Your use of the Website, including, but not limited to, Your indications of interest, quotes, positions, financing activity, trades, web-based interface or API usage, behavioral patterns such as your consumption of Content or interactions with product providers, Your transactions of investment products available through the Website or otherwise, and other data and analytics (all of such information, “Your Information”). You acknowledge and agree that Your Information will be available to us and You consent to our making Your Information available to our affiliates, agents and product and service providers on the Website and to any regulator or self-regulatory organization with jurisdiction over us, our affiliates or product or service providers. Without limitation of the foregoing:

1. You hereby grant to Pretium a worldwide, irrevocable, transferrable, assignable, royalty-free right and license, during and after the term of these Terms, to use Your Information for any internal purpose, including for improving client experience with and enhancing our products and services.
2. You hereby grant to Pretium a worldwide, irrevocable, transferrable, assignable, royalty-free right and license to, during and after the term of these Terms, directly and through agents and contractors to aggregate, perform analytics on, compile, create derivative works from, use, distribute, sub-license, disclose and sell for our own and our affiliates’ benefit Your Information on an anonymized and aggregated basis together with such information from other users of the Website (such anonymized and aggregated data, “Platform Data”).

Pretium may use Platform Data for multiple internal and external purposes, including but not limited to analytics.

Platform Data, which is created using considerable expertise, labor, money and goodwill, is protected by intellectual property and other proprietary rights under the laws of the United States and other countries. To avoid doubt, as between You and Pretium, Pretium owns all right, title and interest (including, but not limited to, all intellectual property rights) in and to the Website and the Platform Data.

Use of the Website Outside the United States

USE OF THE WEBSITE OR CONTENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. THE WEBSITE IS NOT TO BE USED, AND IS NOT INTENDED FOR ANY PERSON RESIDENT, IN ANY LOCATION OR JURISDICTION WHERE SUCH USE MAY BE CONTRARY TO LOCAL LAW, REGULATION OR BUSINESS PRACTICES. PRETIUM DISCLAIMS ALL RESPONSIBILITY IF YOU ACCESS, USE OR DOWNLOAD ANY CONTENT FROM THE WEBSITE IN VIOLATION OF ANY LAW OR REGULATION IN THE JURISDICTION OF WHICH YOU ARE A CITIZEN OR IN WHICH YOU ARE RESIDING OR DOMICILED.

Limitation of Liability

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL PRETIUM, ITS AFFILIATES, AND EACH OF ITS AND THEIR OFFICERS, DIRECTORS, MANAGING DIRECTORS, PARTNERS, EMPLOYEES, ASSOCIATED PERSONS AND AGENTS (COLLECTIVELY, THE “PRETIUM PARTIES”) OR PROVIDERS OF THE WEBSITE, ITS SERVICES OR CONTENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR PENALTIES WHATSOEVER, INCLUDING DAMAGES FROM DELAY OF DELIVERY, LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES, FROM THE CORRUPTION, DAMAGE OR RECOVERY OF DATA, FROM BREACHES OF DATA OR SYSTEM SECURITY, OR FOR THE FAILURE OF ANY CONNECTION OR COMMUNICATION SERVICE TO PROVIDE OR MAINTAIN YOUR ACCESS TO THE WEBSITE, ITS SERVICES OR CONTENT OR FOR ANY INTERRUPTION OR DISRUPTION OF SUCH ACCESS OR ANY ERRONEOUS COMMUNICATION BETWEEN THE WEBSITE AND YOU, REGARDLESS OF WHETHER THE CONNECTION OR COMMUNICATION SERVICE IS PROVIDED BY PRETIUM OR A THIRD PARTY SERVICE PROVIDER, OR LOSSES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR INABILITY TO ACCESS OR USE THE WEBSITE, ITS SERVICES OR CONTENT HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE, EVEN IF ANY OF THE PRETIUM PARTIES OR PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE PRETIUM PARTIES AND PROVIDERS 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 CONTENT AND SERVICES AVAILABLE ON THE WEBSITE OR FOR ANY OTHER ASPECT OF THE PERFORMANCE OF THE WEBSITE OR FOR ANY FAILURE OR DELAY IN THE EXECUTION OF ANY TRANSACTIONS THROUGH THE WEBSITE. NONE OF THE PRETIUM PARTIES OR PROVIDERS WILL HAVE ANY RESPONSIBILITY TO INFORM YOU OF ANY DIFFICULTIES EXPERIENCED BY PRETIUM OR THIRD PARTIES WITH RESPECT TO THE USE OF THE WEBSITE OR TO TAKE ANY ACTION IN CONNECTION THEREWITH. HOWEVER, NOTHING IN THESE TERMS ARE INTENDED TO EXCLUDE OR RESTRICT ANY DUTY OR LIABILITY THAT PRETIUM HAS UNDER THE REGULATORY SYSTEM UNDER APPLICABLE LOCAL REGULATORY RULES OR WHICH MAY NOT BE EXCLUDED OR RESTRICTED AS A MATTER OF APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE WEBSITE, ITS SERVICES OR CONTENT OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IT TO DISCONTINUE ACCESS TO AND USE OF THE WEBSITE AND CONTENT. IN NO EVENT SHALL ANY OF THE PRETIUM PARTIES’ CUMULATIVE TOTAL LIABILITY TO YOU UNDER THESE TERMS FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00).

Indemnification

You will, at your own expense, defend, indemnify and hold the Pretium Parties harmless from and against any and all suits, claims, losses, liabilities, damages, judgments, costs and expenses (including attorneys’ fees) arising from Your (i) use of or access to, or inability to use or access, the Website, any Content or any products or services related to the Website, (ii) other acts or omissions, and/or (iii) violation of any of the terms of these Terms.

ARBITRATION AGREEMENT

Mandatory Binding Individual Arbitration. By entering into these Terms, You agree that all disputes or claims between You and Pretium or its employees, agents, successors, or assigns that arise from or are related to the Terms (including this Arbitration Agreement and the arbitrability of any dispute or claim), Website, or Content (collectively, “Disputes”), regardless of when such Disputes arose, and if not resolved through the Informal Dispute Resolution procedure outlined below, shall exclusively be resolved via binding individual arbitration, and not in a court of law in any jurisdiction. Notwithstanding the parties’ agreement to resolve all Disputes through arbitration, You and Pretium each retain the right to bring an individual action in small claims court in the United States. If a claim brought in small claims court is transferred or appealed to any court other than a small claims court, the Dispute shall immediately become subject to arbitration in accordance with these Terms. Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, You and Pretium also each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Informal Dispute Resolution. In the event of a Dispute, You and Pretium each agree to send to the other party a written notice of dispute stating the name and contact information of the party giving notice; the facts giving rise to the Dispute; and the relief requested. You must send any notice of dispute to 60 Columbus Circle, 19th Floor, New York, NY 10023. Pretium will send any notice of dispute to You at the contact information Pretium has for You. You and Pretium agree to attempt to resolve the Dispute through informal negotiation within sixty (60) days after the notice of dispute is sent. After that sixty (60) day period and not before, You or Pretium may commence an arbitration proceeding as set forth in this Arbitration Agreement. The parties’ right to bring an individual action in small claims court shall not require an attempt to first resolve the Dispute through informal negotiation.

Class Action/Jury Trial Waiver. You and Pretium agree that arbitration will take place on an individual basis, and not on behalf of others. Class, collective, representative, consolidated, or private attorney general proceedings, arbitrations, or actions are not permitted. You and Pretium also agree to waive the right to trial by jury. Unless both You and Pretium agree otherwise, the arbitrator may not consolidate more than one person’s claims or preside over any form of a representative or class proceeding. If any court or arbitrator determines that this class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement set forth in this Section 14 shall be deemed null and void in its entirety, and You and Pretium shall be deemed not to have agreed to arbitrate Disputes. 

Rules, Procedures, and Governing Law. This Arbitration Agreement is intended to be broadly interpreted, and expressly includes claims brought under any law, statute, regulation, or legal or equitable theory. Notwithstanding any choice of law or other provisions in these Terms, You and Pretium agree that the Federal Arbitration Act, 9 U.S.C. 1, et seq. (“FAA”), applies to these Terms and that this Arbitration Agreement evidences a transaction involving interstate commerce under the FAA. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator also shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the terms of these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

If the parties cannot resolve the matter through the Informal Dispute Resolution procedure above, You and Pretium each agree that all Disputes shall be submitted for arbitration by the American Arbitration Association (“AAA”) in the city or county of Your residence, or another mutually agreeable location (including by telephone or remote means). The arbitration will be administered by AAA in accordance with its rules and procedures, including any supplementary rules and fee schedules then in effect (collectively, the “Rules”), except as modified by these Terms. AAA’s Rules are available at https://www.adr.org/Rules. For information on how to commence an arbitration proceeding, You can contact AAA at www.adr.org. If AAA is unavailable, You and Pretium shall agree to another arbitration body. Subject to these Terms including those set forth in Section 14, the arbitrator(s) may award any damages and relief authorized by law or the Rules. The award is final and binding and judgment on it may be entered in any court of competent jurisdiction, in accordance with the FAA. 

It is the intent of the parties that the Rules and the FAA shall preempt all state laws to the fullest extent permitted by law. If the Rules and the FAA are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of Illinois, without regard to its choice or conflict of law provisions. 

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. A form for initiating arbitration proceedings is available on AAA’s website at www.adr.org. Payment of all filing, administration, and arbitrator fees will be governed by the Rules.

If 25 or more similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, AAA shall: (i) administer the arbitration demands in 25 batches, with the discretion to create additional batches if AAA finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side as set forth in AAA’s Consumer Mass Arbitration and Mediation Fee Schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of claims. This provision shall in no way be interpreted as authorizing class or mass arbitrations of any kind. Pretium reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this subsection is void or unenforceable for any reason or that an arbitration can proceed on a mass arbitration basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and You and Pretium shall be deemed not to have agreed to arbitrate Disputes.

The arbitrator will render an award within the time frame specified in the Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. An arbitrator’s decision shall be final and binding on all parties. You and Pretium agree that the arbitration, including the arbitrator’s decision and information exchanged during the arbitration, shall remain confidential, except to the extent necessary to enforce or permit limited judicial review of the award. 

If any Dispute is determined not to be subject to arbitration, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in Cook County, Illinois.

Opt-Out Procedures. You may decline this Arbitration Agreement by sending us a written opt-out notice (“Opt-Out Notice”) within thirty (30) days following the date You first agree to these Terms, by email at compliance@pretium.com or by mail at 60 Columbus Circle, 19th Floor, New York, New York 10023, Attention: Compliance Department.  If mailed, the Opt-Out Notice must be post-marked no later than thirty (30) days following the date You first agree to these Terms. To be effective, the Opt-Out Notice must contain: (1) Your name, (2) Your address and phone number, (3) a clear statement that You wish to opt out of this Arbitration Agreement, and (4) Your signature. If You opt out of the Arbitration Agreement, all other parts of these Terms. will continue to apply to You. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that You may enter with us.

Changes to Arbitration Agreement. Notwithstanding the provisions of this Section 14, if we change any of the terms of this Section 14 after the date You first accepted these Terms (or accepted any subsequent changes to these Terms), You may reject any such change by sending us a written notice of such rejection within thirty (30) days of the of the date such change became effective, as indicated in the “Last Updated” date above. This written notice must be provided either by email at compliance@pretium.com or by mail at 60 Columbus Circle, 19th Floor, New York, New York 10023, Attention: Compliance Department.  To be effective, the notice must include Your full name, address, and signature, and clearly indicate Your intent to reject changes to this Arbitration Agreement. By rejecting any change, You are agreeing that You will arbitrate any Dispute between You and Pretium in accordance with the provisions of this Arbitration Agreement as of the date You first agreed to these Terms (or to any subsequent changes to these Terms).

Termination

These Terms are effective unless and until terminated by either You or Pretium. You may terminate these Terms at any time by ceasing to use or access the Website, Content and/or any products or services provided through the Website. Pretium may terminate these Terms or suspend, deny, change or disable Your access to the Website at any time, in Pretium’s sole discretion. Upon any termination of these Terms by either You or Pretium, or if You cease to be a client of Pretium, You must promptly destroy all reasonably accessible copies of Content downloaded or otherwise obtained from the Website, whether made under these Terms or otherwise, except to the extent necessary to comply with any applicable laws and regulations. 

Notwithstanding any termination of these Terms, provisions which should survive termination shall survive any termination, including Sections 2 (Intellectual Property), 3 (Disclaimers), 5 (Your Representations, Warranties and Agreements), 6 (Additional Disclaimers), 10 (Platform Data and Other Data), 11 (Use of the Website Outside the United States), 12 (Limitation of Liability), 13 (Indemnification), 14 (Arbitration Agreement), 15 (Termination), and 17 (General).

Copyright Infringement Notification

Pretium is committed to complying with U.S. copyright law and to responding to claims of copyright infringement. Pretium will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c) (“DMCA”).

Pursuant to the DMCA, notifications of claimed copyright infringement in respect of the Website should be sent to Pretium’s designated agent in the manner described below:

By Mail:
Pretium Partners, LLC
60 Columbus Circle, 19th Floor
New York, New York 10023

By Email: compliance@pretium.com 

For a complaint to be valid under the DMCA, the complaining party must provide all of the following information in a written communication to Pretium’s designated agent when providing notice of the claimed copyright infringement:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of the infringing activity, and that is to be removed or access to which is to be disabled, as well as information reasonably sufficient to permit Pretium to locate the material;
4. Information reasonably sufficient to permit Pretium to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For more details on the information required for valid notification, see 17 U.S.C. 512(c)(3).

You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, including costs and attorneys’ fees.

General

You agree that no joint venture, partnership, employment or agency relationship exists between You and Pretium as a result of these Terms or Your access to and use of the Website. Headings used in these Terms are for reference purposes only. If any provision of these Terms is for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision. The failure of Pretium to act with respect to a breach of these Terms does not constitute a waiver and will not limit Pretium’s rights with respect to such breach or any subsequent breaches. You may not assign, transfer or sublicense these Terms, any or all of Your rights under these Terms, or delegate any of your obligations under these Terms. Any such attempted assignment, transfer, sublicense or delegation is void. We may assign, transfer or sublicense any or all of our rights or these Terms or delegate any of our obligations under these Terms. Notices to You may be made via posting to this Website, by email, or by regular mail in Pretium’s discretion. A printed version of these Terms and any notice given in electronic form is admissible in judicial or administrative proceedings relating to these Terms to the same extent as in printed form. Except as otherwise agreed in writing, these Terms are the sole, final and entire agreement between You and Pretium relating to the Website and Content and supersedes any and all prior or contemporaneous written or oral agreements or understandings between You and Pretium relating to the Website and Content. Pretium may amend these Terms as set forth herein. You may not amend or modify these Terms.