TERMS AND CONDITIONS OF USE

PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS OF USE, AS AMENDED FROM TIME TO TIME (“TERMS AND CONDITIONS”). BY ACCESSING THIS WEBSITE AND ANY PAGES THEREOF (THE “SITE”) OR by clicking THE "I ACCEPT" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS, UNDERSTAND THEM AND AGREE TO BE BOUND BY THEM. clicking the “i accept” button below, IS THE EQUIVALENT OF MANUALLY SIGNING A PAPER COPY of AND ENTERING INTO A LEGALLY BINDING agreement BETWEEN YOU AND Legion Partners Asset Management, LLC (“legion Partners”) OR YOU, YOUR FIRM AND legion partners, IF APPLICABLE, IN WHICH CASE, you represent and warrant that you are authorized to agree to the terms and conditions on behalf of your firm and you intend for it to be legally bound by the terms and conditions. If you do not agree to the Terms and Conditions, legion partners is not willing to grant you access to the Site, and you should click the "I Do Not Accept" button below. In such case, you will be unable to access the Site.

1. Access.

In consideration for being granted access to the Site, you (and your firm, if you represent a firm) (“you”) agree and acknowledge, at the time of initial access and on an ongoing basis, that you have read and understand the Terms and Conditions, and agree to be bound hereby. Your subsequent access to the Site shall be deemed to constitute full acceptance by you of the Terms and Conditions. You agree that Legion Partners will not be liable for any loss or damage arising from your use of the information contained on the Site.

2. Modifications.

Legion Partners may revise or remove any part of the Terms and Conditions, in its sole discretion, at any time, and without prior notice to you, by updating this posted version of the Terms and Conditions. You are responsible for regularly reviewing the Site for changes to the Terms and Conditions. Any changes are effective upon posting to the Site. IF YOU ARE DISSATISFIED OR DISAGREE WITH ANY CHANGES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF THE SITE. Your continued use after a change has been posted constitutes your acceptance of those changes.

3. Internet.

Use of the Internet is solely at your own risk and is subject to all applicable Laws (as defined below). Legion Partners has attempted to create a secure and reliable website, however, it is important to be aware that the confidentiality or privacy of any communication transmitted to or from the Site and over the Internet cannot be guaranteed. In this regard, you acknowledge and agree that, to the extent that the transfer of information to and from the Site is dependent on the use of the Internet, such information may be adversely affected by, among other risks, breaches in security, temporary loss, delay or inconsistency of service, loss of data and/or business interruption, and uncertain legal, regulatory and tax issues concerning the use of the Internet, all of which are beyond Legion Partners’ control. Legion Partners shall not be liable for any losses, damages, costs or expenses of any nature incurred by you or any other person as a result of your use of the Internet to access the Site.

4. Grant of License.

You are provided with a limited, revocable, nonexclusive and nontransferable license to the Site conditioned upon your continued compliance with the Terms and Conditions. You may not sell, lease or rent access to or use of the Site. You shall not use the Site at any time for any purpose that is unlawful or prohibited and you shall comply with any applicable local, state, national or international statutes, rules, regulations, ordinances, decrees, laws, codes, orders, regulations, or treaties (“Laws”) when using the Site.

5. Intellectual Property Rights.

Legion Partners, its logos, and other trademarks, trade names, trade secrets, copyrights, patents and all other intellectual property and proprietary rights (“Intellectual Property”) included or displayed on the Site that identify Legion Partners’ services and products are owned by Legion Partners. The use of such Intellectual Property without the express written consent of Legion Partners is strictly prohibited. Copyright in the pages and in the screens of the Site, the design, layout, “look and feel” and compilation of the Site is proprietary material owned by Legion Partners, unless otherwise indicated. The unauthorized use or misappropriation of any Intellectual Property on the Site may violate numerous Laws, including, but not limited to, Intellectual Property Laws. Legion Partners expressly authorizes you to copy electronically or print in hard copy the documents published on the Site for internal reference purposes or other non-commercial, personal use. You may not reproduce, modify, alter, distribute, sell, resell, transmit, license, assign or publish any information obtained on the Site. Nothing under the Terms and Conditions grants you any rights to the Site or Intellectual Property, except for the limited rights expressly granted in this Section 5, and all rights not specifically granted under this Section 5 are reserved by Legion Partners.

6. Links.

The Site may contain links to websites controlled or offered by third parties. Legion Partners hereby disclaims all liability for any and all data, information, materials, products or services posted or offered at any of the third party sites linked to the Site ("Linked Website"). The Linked Websites are provided merely as a convenience and Legion Partners shall not be responsible or liable, directly or indirectly, for any loss, damage, claims, costs and expenses caused or alleged to be caused by or in connection with access to, use of or reliance on a Linked Website. By having a Linked Website, Legion Partners does not recommend, sponsor or endorse any content, opinions, advice, products or services offered or posted at that Linked Website. You agree that Legion Partners is not responsible for the availability or reliability of such Linked Websites or for the quality or failure of any products or services available or advertised on such Linked Websites. You acknowledge that Legion Partners shall not be responsible for the accuracy, reliability, completeness, truthfulness, currency, copyright or trademark compliance, legality or decency of any information, data or materials contained in a Linked Website, nor any link contained in a Linked Website. You are fully responsible for viewing and following the terms of use and privacy statements at the Linked Websites.

7. Third Party Information.

From time to time, information, including news, company reports and other data, prepared by third parties may appear on the Site. You acknowledge and agree that such third party information is for your personal use only and that you will not retransmit or republish it in any form. You acknowledge that any such third party information is obtained from sources believed to be reliable, and is provided solely on a best efforts basis for your convenience, and that no representations, warranties or guarantees are made by Legion Partners or any provider of such third party information as to the accuracy, completeness, timeliness or correct sequencing thereof. Third party information has been prepared as of the date(s) indicated and may become unreliable because of subsequent market or economic circumstances. Neither Legion Partners nor the provider of such information is under any obligation to update such information or continue to offer such information.

8. Disclaimer of Warranties.

THE SITE IS INTENDED TO BE A GENERAL INFORMATION RESOURCE ONLY AND YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE CONTENT CONTAINED IN THE SITE, INCLUDING LINKS OR OTHER ITEMS ARE PROVIDED "AS IS" AND "AS AVAILABLE." LEGION PARTNERS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FREEDOM FROM COMPUTER VIRUS. LEGION PARTNERS DOES NOT WARRANT THE ACCURACY, RELIABILITY, CURRENCY, ADEQUACY OR COMPLETENESS OF THE CONTENT AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT. LEGION PARTNERS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, (A) THAT THE SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (B) THAT THE SITE WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR-FREE, ACCURATE OR RELIABLE, OR (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE. CHANGES ARE PERIODICALLY MADE TO THE SITE AND TO THE CONTENT CONTAINED THEREIN. LEGION PARTNERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. NO INFORMATION OF ANY KIND OBTAINED BY YOU FROM THE SITE CREATES ANY REPRESENTATION OR WARRANTY.

9. Limitation of Liability.

IN NO EVENT WILL LEGION PARTNERS OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS (WHETHER BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY) IRRESPECTIVE OF WHETHER LEGION PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

10. Indemnification.

You agree to indemnify and hold harmless to the fullest extent permitted by Law, Legion Partners, its directors, officers, shareholders, partners, affiliates, agents, representatives, employees, successors and assigns (each an “Indemnified Party”) from and against any and all claims, demands, proceedings, damages, liabilities, costs, losses, expenses, penalties and interest, including without limitation, reasonable attorney’s fees and costs to investigate any claim (collectively, “Loss”), in any way arising from, related to or in connection with your use of or access to the Site or your breach of the Terms and Conditions, unless an Indemnified Party incurred a Loss due to such Indemnified Party’s gross negligence, bad faith or willful misconduct.

11. Availability.

The Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is prohibited by local law or regulation.

12. Termination.

Legion Partners may, at any time, terminate your access to the Site, without providing advance notice or a reason for such termination.

13. Minors.

This Website is not intended for individuals under the age of 18. If you are under 18 years of age, please do not use or access the Site at any time or any manner. By using the Site, you affirm that you are over the age of 18.

14. Other Agreements.

Nothing contained herein shall supersede, alter or nullify the terms of any other agreement(s) you have made or will make with Legion Partners.

15. Governing Law; Injunctive Relief.

All applicable Federal laws of the United States of America and the laws of the State of California shall govern use of the Site without giving effect to the conflict of laws provisions thereof. You hereby agree that Sacramento, California shall be the exclusive jurisdiction and venue for any action arising out of the Terms and Conditions. You hereby acknowledge and agree that Legion Partners may be irreparably harmed if you violate any portion of the Terms and Conditions and that Legion Partners shall be entitled to injunctive relief to enforce the Terms and Conditions. You hereby agree to waive any requirement for the securing or posting of any bond in connection with such remedy.

16. Disclaimers.

The information contained on the Site was prepared by Legion partners. The information is believed by Legion partners to be reliable and has been obtained from public sources believed to be reliable. Legion partners makes no representation or warranty, express or implied, as to the fairness, accuracy, completeness or correctness of such information, nor does Legion partners or any of its affiliates accept any liability arising from its use. Opinions, estimates and projections on the Site constitute the current judgment of Legion partners and are subject to change without notice. Legion partners has no obligation to update, modify or amend the information on the Site or to otherwise notify you in the event that any matter stated on the Site, or any opinion, projection, forecast or estimate set forth herein, changes or subsequently becomes inaccurate.

The information contained on the Site pertaining to any private investment fund does not constitute an offer to purchase, sell or exchange shares or interests issued by such fund nor any other securities. Your eligibility to invest in any private investment fund is subject to final determination by Legion partners and/or its affiliate(s). No private investment fund and none of the interests or shares offered by any private investment fund have been registered under the federal securities laws of the United States, the securities laws of any state, or the laws of any other jurisdiction. No securities transactions may take place on the Site. Neither Legion partners nor any of its affiliates recommends or solicits any investment by users of the Site.

Investments in any private investment fund are speculative and involve a high degree of risk. You could lose all or a substantial amount of your investment in a private investment fund. The risks disclosed in the Site do not include all of the risks and other significant considerations of an investment in a private investment fund. You should carefully read a private investment fund’s offering materials for specific risks and other important information regarding such fund before investing in the fund. Prior to making any investment decision or hiring any investment manager, you should consult with a professional financial, legal and tax adviser to assist in due diligence to determine the appropriateness of the risk associated with a particular investment. Past performance is not indicative of future results.

The information contained on the Site provided herein shall not form the primary basis of any investment decision. Each investor should independently confirm such information, obtain any other information deemed relevant to an investment decision and consult with the investor’s own advisers, as the investor deems necessary. Investors should not treat these materials as advice in relation to legal, taxation or investment matters. The information contained on the Site is provided for informational purposes only.

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Legion Partners Asset Management, a registered investment advisor with the Securities and Exchange Commission, provides investment management and consulting services to public and corporate pension funds, taxable and other corporate funds, high net worth individuals and family foundations, as well as other institutional clients.

We are based in Sacramento and Los Angeles, CA.

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