Disclosure

Terms of Use

Welcome to the website of Woodmont Capital Management, LLC and its affiliates (collectively referred to as “Woodmont” or “we”). The following terms and conditions (collectively, these “Terms of Use”), govern your access to and use of www.woodmontcounsel.com, including any content, functionality and services offered on or through www.woodmontcounsel.com (the “Site”).

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE YOU START TO USE THE SITE. BY USING THE SITE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS. IF YOU DO NOT WANT TO AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SITE.

Disclaimer
None of the information or materials contained on or accessible through the Site, including any information or materials accessible in any password protected areas, constitutes or shall be construed as an offer to sell, or a solicitation of an offer to buy, an interest in any private fund (“Fund”) to which Woodmont serves as investment adviser or any financial security or other financial instrument.

This Site and the confidential material contained hereon is intended for informational purposes only and is not intended to provide, and shall not be relied upon for, accounting, legal or tax advice. Nothing on this Site shall be construed as a recommendation to invest in any financial security or other financial instrument or an offer by Woodmont, to act as an investment adviser as to an investor’s decision to invest in any Fund.

This Site does not contain certain material information about the Funds and Woodmont makes no representation as to the accuracy or completeness of the information contained herein. Prospective investors should rely on the Fund’s offering memorandum which will contain a description of the material terms, risk factors, conflicts of interests and other important disclosures associated with an investment in the Fund.

There is no guarantee that the investment objective of any investment or investment strategy described herein will be achieved or that an investor will make any profit at all or will be able to avoid losing all or a substantial portion of their investment. Past performance of any investment or investment strategy contained on the Site is not indicative of future performance. Certain information or materials accessible through the Site contain important disclosures and notes which must be read carefully in conjunction with the information contained therein.

Use of This Website
This Site is operated by, or on behalf of, Woodmont. Access, distribution and/or use of this Site is subject to all applicable laws and regulations. To the extent that access, distribution and/or use of this Site would be deemed illegal by applicable law, such access, distribution and/or use is prohibited.

Not all products and services listed on the Site are available in all geographic areas. We make no warranties that materials on the Site are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use the Site, then you shall not do so. Those who choose to access the Site outside the United States do so at their own initiative and are responsible for compliance with all local laws and regulations.

Access to certain areas of this Site requires the use of a login ID and password. Only authorized users will be able to access the password protected areas of the Site by obtaining a unique password issued by Woodmont. Passwords are not transferable. You are solely responsible for the confidentiality and use of your password. If you become aware of any loss, theft or unauthorized use of your password, immediately notify Woodmont.

Woodmont grants you a limited right to use the Site. As an authorized user, you represent and warrant that you (i) have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms of Use; (ii) will be responsible for maintaining the confidentiality of your password and you will restrict access to your computer to avoid disclosure of such; (iii) will be responsible for all activity taken under your password and/or account; and (iv) will not delete any Material nor violate or attempt to violate the security of the Site.

Unauthorized use of this Site, including but not limited to misuse of passwords or posted information, is strictly prohibited. We may terminate your access, or suspend your access to all or part of this Site, without notice, for any conduct that we, in our sole discretion, believe is in violation of the Terms of Use, any applicable law or is harmful to the interests of another user, a third-party provider, a service provider or Woodmont.

Confidentiality and Use of Materials
By accessing the Site, Woodmont intends to make available to you certain information and documents concerning its business, operations and products, as well as other materials, including but not limited to images, logos, trade names and trademarks. All such information, documents and materials (collectively referred to as the “Material”) available on the Site is protected under various intellectual property laws and owned or controlled by Woodmont or used with permission of the owner(s) of such Material.

In consideration for permitting your access to the Site, you hereby agree that:
• You will use any Material accessed in a password-protected area of the Site solely for its intended purpose and that such Material will be kept confidential by you; provided, however, that any such Material which (a) was in your possession prior to its disclosure hereunder, as evidenced by written records; (b) is or becomes part of the public domain through no breach by you of these Terms of Use; or (c) comes into your possession from a third party who is not bound by any obligations of confidentiality to Woodmont, shall not be subject to the restrictions contained in this section of the Terms of Use; and • Except as otherwise indicated on the Site, copying, reproduction, uploading, downloading, transmitting or any other use of the Site or of any of the Material, in whole or part, without the express permission of Woodmont, is strictly prohibited. You may, however, copy, reproduce, download, transmit and/or print individual pages contained on the Site for your personal, non-commercial use, provided you agree not to conceal, remove or alter any trademark, copyright or other notice contained on: (i) the Site; (ii) any of the Material; or (iii) any such individual pages so copied, reproduced, downloaded, transmitted or printed.

Any unauthorized use of the Site and/or the Material may subject the user to criminal prosecution and/or civil liability under applicable law.

Privacy
Woodmont is committed to preserving the privacy of all individually identifiable and proprietary information about authorized users of the Site.

These privacy terms describe only our practices with respect to data collected through the Site (“Data”) and not any other data collection or processing, including, without limitation, data collection practices of other websites that are not controlled and/or maintained by Woodmont or data that we or our affiliates collect offline.

During your use of the Site, Woodmont may, itself or through a third party vendor, passively collect technical and usage Data from you through the use of “cookies”, which are small files sent to your computer browser from our web server and stored on your computer’s hard drive, or other similar technologies. The data identifies you as a unique user and facilitates your ongoing access to and use of the Site. Cookies also help us diagnose problems with our server.

Woodmont may also collect and store Data, or engage a third party vendor to collect and store Data, voluntarily provided by you while visiting the Site. User-provided Data may include client login data, contact information, information related to the business you represent or information related to the financial information services you have requested.

Woodmont takes reasonable steps to maintain physical, electronic, and procedural safeguards in order to protect your personal Data from loss, misuse, and unauthorized access, disclosure, alteration and destruction. Woodmont also requires third party companies that we hire and to whom we disclose Data to keep such information confidential and to use it only to provide the services we have contracted with them to perform. It is your responsibility to safeguard any password and User ID you use to access the Site and to notify us if you ever suspect that this password or User ID has been compromised. You are solely responsible for maintaining the confidentiality of your password and User ID and for all activity taken under your password and User ID.

Links
From time to time, the Site may contain links to other websites that are not controlled and/or maintained by Woodmont. Access to and use of such other websites is at your own risk and subject to any terms and conditions of use which govern such websites. By providing such links, Woodmont shall not be deemed to endorse, recommend, approve, guarantee or introduce any third parties or their services or products, or any facts, views, advice, information and/or products found on such websites. Woodmont is not responsible for the content contained on any such websites, or for the failure of any product or service offered for sale or advertised on any such websites or for any damages that may result therefrom. Copyrights in the materials or information on the linked websites are owned by other organizations. Moreover, such other websites may have privacy policies or terms and conditions of use that differ from those of Woodmont and/or may provide their users with less security than the Site.

Limitation of Liability and Use of Disclaimer
Woodmont is not responsible for any damages or loss related to the use of the Site.

All Materials including, without limitation, news articles, informational materials, and all other manager-specific information, have been prepared for informational purposes only and do not constitute financial, legal, tax, or any other advice. Prior to making any investment or hiring any investment manager, you should consult with a professional financial advisor, legal, and/or tax advisor to assist in due diligence as may be appropriate and determining the appropriateness of the risk associated with a particular investment.

THIS SITE, ALL MATERIAL CONTAINED ON THIS SITE, AND ALL LINKS OR OTHER ITEMS RELATED THERETO ARE TRANSMITTED AND DISTRIBUTED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SITE, ITS FEATURES AND FUNCTIONS, WILL BE AVAILABLE FOR USE OR WORK AS DESCRIBED. THERE ARE NO WARRANTIES REGARDING TITLE, SECURITY, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SITE OR THE MATERIALS CONTAINED HEREON. ANY INFORMATION CONTAINED WITHIN THIS SITE IS SUBJECT TO AMENDMENT, REVISION OR UPDATING. WOODMONT RESERVES THE RIGHT TO SUSPEND OR WITHDRAW ACCESS TO THE PAGES OF THIS SITE WITHOUT NOTICE AT ANY TIME AND ACCEPTS NO RESPONSIBILITY FOR THESE PAGES NOT BEING AVAILABLE AT ALL TIMES. WOODMONT SHALL NOT BE LIABLE FOR ANY ALLEGED DAMAGE OR INJURY, INCLUDING BUT NOT LIMITED TO ANY COMPENSATORY, CONSEQUENTIAL, DIRECT, INDIRECT AND/OR SPECIAL DAMAGES, THAT RESULT FROM YOUR USE OR INABILITY TO USE OR ACCESS THIS SITE OR ANY MATERIALS CONTAINED HEREON OR FROM ANY COMPUTER VIRUS, MALFUNCTION OR OTHER FAILURE.

Certain jurisdictions prohibit the limitation of liability for certain types of damages or prohibit waivers against future fraud and accordingly, such limitations or waivers may not apply to you. In such jurisdictions, Woodmont’s liability is limited to the greatest extent allowable under applicable law.

Accredited Investor
You shall immediately contact Woodmont if there is any change in your status as an “accredited investor” under Regulation D promulgated under Securities Act of 1933. For individuals such changes may include, for example, a registered user’s net worth declining below $1,000,000, an expectation that income for the next twelve months may total less than $200,000, or an expectation that the registered user’s combined income with his or her spouse may total less than $300,000 in the next twelve months. All registered users, including individuals and entities, should communicate with their legal advisors if they believe that their status as an accredited investor has changed. Nothing in this Site may be considered as an offer or solicitation to purchase or sell securities or other services.

Governing Law
Use of this Site and these Terms of Use shall be governed by the laws of the State of Tennessee, without giving effect to any conflict of law provisions.

Any dispute concerning your use of this Site shall be submitted to binding arbitration in Nashville, Tennessee, within one (1) year from the date that the cause of action arose (or, if multiple cause of actions are involved, from the date that the first cause of action arose), with such arbitration conducted pursuant to the then prevailing rules of the American Arbitration Association. To the fullest extent permitted by law, no arbitration brought pursuant to these Terms of Use shall be joined to any other arbitration initiated pursuant to these Terms of Use.

Notwithstanding anything to the contrary set forth in these Terms of Use, Woodmont may at any time seek injunctive or other appropriate relief against you and/or against others, in any state or federal court in the State of Tennessee or in any other court having jurisdiction, in the event that Woodmont believes that you have violated or threatened to violate any of Woodmont’s intellectual property rights and, in such case, you hereby consent to the jurisdiction and venue of the federal and state courts located in the State of Tennessee.

In the event that any portion of these Terms of Use are deemed unenforceable, unlawful or void by a Court of competent jurisdiction, in any jurisdiction for any reason, including but not limited to the scope, duration or area of its applicability, unless narrowed by construction, such provision shall for purposes of such jurisdiction only, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable (or if such language cannot be drawn narrowly enough, the court making any such determination shall have the power to modify, to the extent necessary to make such provision or provisions enforceable in such jurisdiction, such scope, duration or area or all of them and such provision shall then be applicable in such modified form in such jurisdiction). If, notwithstanding the foregoing, any such provision would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such provision, as to such jurisdiction only, shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions. No narrowed construction, court-modification or invalidation of any provision shall affect the construction, validity or enforceability of such provision in any other jurisdiction. No waiver by Woodmont of any term or condition of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or of any other term or condition and Woodmont’s failure to assert any right or demand compliance with any provision of these Terms of Use shall not be deemed to constitute a waiver of any such right or provision.

Changes to Terms of Use
Woodmont reserves the right to change, modify, add or remove portions of the Terms of Use or other documents referenced herein at any time for any reason, without notice, and in our sole discretion. Upon any changes or modifications, the revised Terms of Use will be posted to the Site indicating the date they were last amended and effective immediately upon posting. You should periodically review the Terms of Use for amendments.

Contact
If you have any questions or comments concerning our website or any of the terms and conditions set forth herein, please contact us at:

Woodmont Investment Counsel, LLC
401 Commerce Street
Suite 5400
Nashville TN, 37219
(615) 297-6144
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