Cornucopian Capital

These Terms of Use (“Terms”) relate to your access to or use of this website (the “Site”) provided by Cornucopian Capital Management LLC (along with its affiliates, collectively, “Cornucopian” or “we”).

Please read these Terms carefully. By accessing or using this Site you hereby accept and agree to comply with these Terms. These Terms are a contract between you and Cornucopian and govern your access to and use of the Site. If you do not agree with these Terms, please do not proceed with, or promptly discontinue, accessing, browsing, using or visiting the Site.

We may update these Terms at any time without prior notice to you. Your continued use of the Site after any such updates will constitute your continued acceptance of the updated Terms. The last date on which these Terms were updated is listed at the bottom of this document.

We refer to individual users of the Site, such as yourself as “User” or “you” in this document.

IMPORTANT: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION IN SECTION 6 THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND CORNUCOPIAN ARE EACH GIVING UP RIGHTS TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND.

WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: WHILE THERE ARE IMPORTANT POINTS THROUGHOUT THESE TERMS, PLEASE NOTE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS ON CORNUCOPIAN’S LIABILITY ARE EXPLAINED IN SECTION 3.

Restrictions on Use.
1. Conditional Access. Your right to access or use the Site is conditioned upon your agreement to abide by these Terms in their entirety, as well as any other terms and conditions communicated to you by us. We may, at any time and for any reason, revoke your right to access or use all or any portion of the Site.
2. Compliance with Applicable Law. You may not use the Site in a manner that violates any applicable local, state, federal or international law, statute, regulation, or codes or any rules established by any securities exchange.
3. Prohibited Uses. You may not do any of the following under these Terms:
  1. reverse engineer, use or access this Site in order to (a) build a competitive product, website or service, (b) build a product, website or service using similar ideas, features, functions, content or graphics as this Site, or (c) copy any ideas, features, functions, content or graphics of this Site;
  2. resell or commercially use any content obtained from this Site;
  3. use any automated programs; data mining tools, web-crawlers or other data gathering or extraction tools in connection with your use of the Site;
  4. “mirror” the contents of the Site though the use of HTML frames or other means to display such content on another website or document;
  5. use the Site in a way that could cause damage or adversely affect the Site, including by means of introducing a virus, breaching any security protocols or spamming the Site; and
  6. use the Site in a manner that may adversely affect Cornucopian or its reputation.
Intellectual Property.
1. Intellectual Property. We shall continue to own and retain all right, title, and interest, including all related, copyrights, trademarks, trade dress, patents and other intellectual property rights, in and to technology, text, graphics, images, content or materials provided on the Site. You may not copy, reproduce, or disclose any of the content provided on the Site. We do not grant you the right to use any branding or logos used on the Site or the license to use any logos, content or material provided on the Site for any purposes. We reserve the right to enforce our intellectual property in any and all content provided on the Site to the fullest extent of the law.
2. Improvements. We shall have the full right and license to use any feedback, suggestions, comments, ideas or the like received from you in connection with the content provided on the Site for improvements to the Site or for any other business purpose. Any alterations, changes, modifications, enhancements, additions, restructuring or deletions made to, or derivatives of or other products or websites derived from, or as a result of such feedback or otherwise arising in connection with your feedback shall be our sole and exclusive property, together with all intellectual property and other rights therein.
Disclaimers; Limitation of Liability.
1. Disclaimers. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, CORNUCOPIAN EXPRESSLY DISCLAIMS ALL WARRANTIES IN RELATION TO THE SITE, INCLUDING ANY WARRANTY RELATED TO TITLE, NON-INFRINGEMENT, IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, we specifically disclaim the following:
  1. As-is Content. The Site is delivered to you “as-is” and “as-available” and all content on the Site is provided for informational purposes only. We do not make any warranties related to the availability of the Site or the appropriateness, efficacy or accuracy of any content or materials that is provided on the Site. We make no undertaking to update or revise any content provided on the Site as a result of new information or development. All content provided on the Site is subject to change without notice;
  2. No Investment Advice or Solicitation. The content provided on the Site is intended to provide you with a general idea of the types of investments and activities that Cornucopian engages in and is an invitation for you to connect with us if you wish to learn more. We are, however, not utilizing the Site to provide investment, tax, accounting, legal or other advice, and no information or material at the Site should be considered a recommendation to buy or sell any securities, to make an investment or other decisions. The contents on the Site shall not be used or considered an offer to sell or a solicitation of any offer to buy the securities or services of Cornucopian;
  3. Past Performance and Forward-Looking Statements. Content provided on the Site, including comments or quotations from other Users, may include certain information and indicators about past investment performance and results. You should understand that past performance is not necessarily indicative of future results and we make no representation that any similar future investments or activities will, or are likely to, achieve comparable results to those achieved in the past, or that significant losses will be avoided. Certain content on the Site include certain “forward-looking statements” about Cornucopian, and its activities and investments which can be identified by the use of words such as “can”, “seek”, “drive”, “expect”, “anticipate”, or “believe” or similar expressions. Cornucopian undertakes no obligation to update publicly or revise any forward-looking statements. Due to various risks and uncertainties, actual events, results or performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statement.
  4. Third-Party Links. The Site may from time to time provide links to websites operated by third-parties who are not affiliated with Cornucopian. We do not endorse, take responsibility for, or recommend any products or services offered on these third-party websites. We make no express or implied warranty about the accuracy, appropriateness, efficacy, legality, or any other aspect of the content provided on such websites. You acknowledge that you will access or use such third-party websites completely at your own risk.
  5. Confidentiality and Data Security. The Site is not intended to be a medium for you provide any confidential or proprietary information to Cornucopian. We expressly disclaim any warranties related to the confidentiality of any information provided to us through comments or otherwise on the Site.
2. Limitations on Liability. In no event shall Cornucopian, its agents or contractors be liable for any consequential, punitive, incidental, or special damages, including, but not limited to, investment losses, loss of profits, lost opportunities, or unauthorized disclosure of your data, whether in any action in warranty, contract, tort, breach of contract, negligence, strict liability, malpractice, or otherwise resulting from your use of the Site, whether or not we were made aware of the possibility of such damages. To the fullest extent provided by applicable law, Cornucopian’s maximum aggregate liability for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will not exceed an amount of $50.
Indemnification. You hereby agree to indemnify, defend, and hold harmless Cornucopian, and its employees, contractors, and agents from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, suits, fees (including attorneys’ fees and expert fees), and costs of any kind whatsoever arising directly or indirectly out of or in connection with: (1) your use of the Site; (2) your actions (or inaction) taken in connection with any information contained on the Site; or (3) your breach of these Terms.
Data Privacy Policy. Our notice of privacy practices (available at “Privacy Policy”) describes how any information that you we collect, use and disclose information from the users of this Site. We reserve the right to modify our Privacy Policy from time to time.
Governing Law; Mandatory Arbitration.
1. Governing Law. Any disputes arising in connection with your access to or use of the Site, shall be governed by and construed and enforced solely and exclusively in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.
2. Mandatory Arbitration. You agree to provide a written notice of any disputes or claims that you may have in connection with your use of or access to the Site at our notice address (provided below) and try to resolve any such disputes with us in good faith thereafter. If the dispute is not resolved, within 30 days of your providing a notice to us, both parties agree that the dispute will be resolved through individual, non-representative, binding arbitration held in English, instead of a proceeding in courts of general jurisdiction. Any such disputes will be decided by a single arbitrator and will be administered by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures and as modified by this agreement to arbitrate. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at Monclair, New Jersey. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court with appropriate jurisdiction. Each party will be responsible for its respective costs, including costs related to its respective attorneys, experts, and witnesses.
3. Waiver of Right to Jury Trial and Class Action. YOU AND CORNUCOPIAN EXPRESSLY WAIVE YOUR RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION.
Miscellaneous.
1. Successors and Assigns. These Terms will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.
2. Severability. If any part of these Terms become becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation, such provision or part thereof will be deemed to not form part of the contract between us. The legality, validity or enforceability of the remainder of the Terms will remain in full force and effect.
3. Survivability. The rights, obligations, and commitments in these Terms that, by their nature, would logically continue beyond the termination of your use of or access to the Site (including, without limitation, Sections 2, 3, 4, 5, 6 and 7) survive termination of these Terms.
4. No Third-Party Beneficiaries. Except as expressly stated, no provisions of these Terms create any third-party beneficiary.
5. Notice Address. You can communicate with us or provide a notice to us, as required in these Terms, at:

Cornucopian Capital

491 Bloomfield Avenue, Concourse Suite 1
Montclair, NJ 07042

Email: terms@cornucopiancapital.com

* * * * * *EFFECTIVE AND REVISED February 25, 2022