TERMS OF USE

Terms of Use

The following are the terms of use, conditions and notices of this legal agreement (the “Agreement”) between you and Opus Advisory Partners LLC (“Opus”) regarding your use of www.opusap.com (the “Website”), which is owned and operated by Opus. Any reference to “we”, “us” or “our” shall mean Opus.  Any reference to “you” or “your” shall mean any user of this Website. By using or accessing any portion of this Website, you acknowledge that you have read, understand, accept and agree (i) to be bound by all of the terms, conditions, notices and provisions of this Agreement, (ii) to comply with all applicable laws and regulations, and (iii) to be bound by our Privacy Policy and Cookie Policy. Your use or access of this Website constitutes your irrevocable acceptance of this Agreement and is as legally binding as if you signed a written document. If you do not agree to this Agreement and the terms of use herein, do not use or access this Website. Opus reserves the right in its sole discretion to modify this Agreement at any time without notice. The date of the last update or revision of this Agreement is July 31, 2015.

INTELLECTUAL PROPERTY AND WEBSITE CONTENT

The content on or posted to our Website, consisting of information, text, images, logos, articles, analyses, layout, graphics, design and all other materials located on or accessible through our Website (collectively, the “Content”), contains (i) copyrights, (ii) trademarks, (iii) ownership and licensed rights, and (iv) other proprietary rights, and are held by Opus or the original creator of such Content and are protected by law. Except as stated in this Agreement, or with the express written consent of Opus, none of the Content may be used, modified, copied, distributed, reproduced, published, downloaded, transmitted, licensed, used to create derivative works, reverse-engineered, transferred or sold in any form or by any means. The alteration or deletion by you of any Website copyright, trademark or other proprietary rights and notices is strictly forbidden. Any rights not expressly granted herein are reserved.

All right, title and interest in the Content is the exclusive property of Opus or its respective owners or licensors and are protected by law. Any unauthorized use (as defined below) of the Content of this Website may violate copyright or trademark laws, regulations or other U.S. and international statutes. You obtain no rights to the Website, other than being granted a one-time, limited, personal, non-exclusive, non-transferable and non-assignable license to access and view the Content on the Website under this Agreement. This license is conditioned to your adherence of this Agreement and may be terminated by Opus at any time. “Unauthorized use” includes using Website information for purposes which are not (i) not authorized by this Agreement, or (ii) not consistent with the provisions of the license you have been granted.

Opus prohibits the use of (i) our trademarks, whether registered or unregistered, (ii) any logos displayed on the Website, or (iii) any advertisements or distribution of Content, without the prior written consent of Opus. Opus prohibits the use of the Opus name, Opus logo or any Opus trademarks, whether registered or unregistered, as part of a link to or from any third-party website without the prior written consent of Opus.

ACCESS TO AND USE OF THIS WEBSITE

You represent, warrant and agree that you will not use (or encourage or help others to use) this Website for any purpose or in any manner that is prohibited by this Agreement or any applicable law. It is your responsibility to ensure that your use of this Website complies with this Agreement.

You acknowledge and agree that Opus shall own and have the unrestricted right to use, publish, distribute and exploit, without any payment to or authorization by you, any and all information that you post or otherwise publish on the Website in postings, survey responses, and other means, and you hereby waive any and all claims against Opus for any alleged or actual infringements of any rights of privacy or publicity, intellectual property rights, moral rights, rights of attribution or any other property rights in connection with Opus’ use and publication of such submissions. Opus expressly disclaims any and all liability related to such information that you post or publish on the Website.

You agree that you will not post, transmit or otherwise publish on, or through, the Website any content, information or materials that: (a) are threatening, libelous, defamatory, obscene, racially or ethically unacceptable, threatening, or otherwise objectionable; (b) would constitute or encourage conduct that would constitute, a criminal offense, give rise to civil liability, or otherwise violate a law, rule or regulation; (c) infringe on the intellectual property, privacy or any other rights of any third parties; (d) contain a computer virus or other destructive element; (e) contain advertising; or (f) constitute or contain false or misleading statements or cause injury to any person or entity.

You further agree that you will not: (a) attempt to test the vulnerability of this Website or its network, or otherwise attempt to breach security or authentication measures; (b) collect or attempt to collect any information of others through the use or access of this Website; (c) interfere or attempt to interfere with the operation of this Website or any Website activity; (d) attempt to reverse engineer the Website or any of its Content; (e) attempt to gain unauthorized access to this Website by any means, (ii) circumvent any Website security procedures, or (f) use the Website in any manner that could damage, disable or impair the Website or any service provided by Opus, or interfere with another party’s use of the Website. As it relates to your use or access of this Website you may not utilize any software or other methods for any purpose other than accessing the public portion of the Website as authorized by the license we provide to you (refer to the ”INTELLECTUAL PROPERTY AND SITE CONTENT” section above). Any violations of the foregoing by you may result in civil or criminal liability.

Opus does not and cannot review all information posted to the Website by users and is not responsible for such information. However, we reserve the right to refuse to post and the right to remove any information, in whole or in part, for any reason or for no reason. Opus may alter, suspend or discontinue this Website and your access to use this Website, or any portion of it, at any time for any reason without notice or liability to you or any third party. This Website may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and may result in damages to your systems or operations. You will be solely responsible for ensuring that any Content obtained from this Website does not contain any virus or other destructive element that may impair or damage your systems, software or data.

LINKS TO AND FROM EXTERNAL WEBSITES

Opus may provide links or references to third-party websites which are independent from and not controlled by Opus. These links or references are provided only as a convenience and do not imply an affiliation, endorsement or approval by Opus of any information contained on such third-party websites. Opus makes no representations or warranties, either express or implied, whatsoever about any third-party websites and their content, including the accuracy, reliability, completeness or suitability thereof for any specific purpose nor does Opus warrant that such third-party website or content is free from any claims or free from virus or other destructive characteristics. You should be aware that the terms and conditions, including the particular privacy policies, of third-party websites may be different from those of our Website. Any link from this Website to a third-party website does not imply or mean that Opus endorses, recommends, approves or accepts any responsibility for the content, the offered products or services or any other offers or use of such third-party website, or the owner or operator of such third-party website. Opus shall have no liability or responsibility to you or any other person or entity for the use of, or inability to use, any third-party websites.

Opus has no liability for any third-party websites or content linking to this Website. Opus reserves the right to demand at any time that any third party remove such links and immediately cease linking to this Website.

DISCLAIMER REGARDING WEBSITE CONTENT

This Website and its Content is for informational and educational purposes only. The Content accessible on the Website may contain errors or inaccuracies, including typographical, grammatical and/or substantive inaccuracies. Opus reserves the right, in our sole discretion, without any obligation or notice, to discontinue or modify such Content and to suspend or deny access to the Website for any modifications, improvements and corrections.

The Content on this Website is not intended for, not provided to, and may not be used by, any person or entity in any jurisdiction where such provision or use would be contrary to applicable laws, rules or regulations or where Opus is not authorized to provide such Content or services. No Content available through this Website is intended or should be considered advice, a recommendation or an endorsement by Opus as to any accounting, legal, tax, consulting, investment or other matter. Content on this Website should not be relied upon for making business, investment or other decisions or used as a substitute for consultation with a professional advisor. You acknowledge that any reliance upon any Content shall be at your sole option, liability and risk.

No Content available through this Website shall be considered an offer or a solicitation of an offer to buy or sell any products or services, including any securities or other financial instruments or investments, or to provide any investment advice, to any person or entity in any jurisdiction. Reference to any specific security does not constitute a recommendation to buy, sell or hold that security or any other security. Securities offered through Burch & Company, Inc.

DISCLAIMER OF WARRANTY

THIS WEBSITE AND ALL CONTENT AND MATERIALS THEREON ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OPUS DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, NON-INFRINGEMENT, ACCURACY OF DATA OR CONTENT, AND ADEQUACY FOR ANY PARTICULAR USE OR PRODUCTIVENESS. WITHOUT LIMITATION, OPUS DOES NOT WARRANT, GUARANTY OR MAKE ANY REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, THAT: (I) THE INFORMATION ON AND CAPABILITIES OF THIS WEBSITE ARE CORRECT, ACCURATE, UNINTERRUPTED, ERROR-FREE OR RELIABLE; (II) ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS; AND (III) DAMAGES TO YOUR SOFTWARE AND HARDWARE IN CONNECTION WITH ANY USE OF THIS WEBSITE. WE SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION THROUGH THE WEBSITE OF ANY VIRUSES OR DESTRUCTIVE ELEMENTS, NEGLIGENCE, OR THE ACTIONS OR FAILURE TO ACT OF ANY THIRD PARTY.  YOU HEREBY ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE WEBSITE ARE AT YOUR SOLE RISK.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL OPUS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY, “REPRESENTATIVES”)  HAVE ANY RESPONSIBILITY WHATSOEVER AND SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, SAVINGS OR REVENUES, LOSS OF USE, LOSS OF ANTICIPATED BENEFITS OR ANY OTHER ECONOMIC HARM OR LOSSES YOU MAY INCUR OR SUFFER (REGARDLESS OF WHETHER SUCH DAMAGES ARE FORSEEABLE AND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE) THAT DIRECTLY OR INDIRECTLY RESULT FROM (I) THE USE OF, ATTEMPTED USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR THE INFORMATION CONTAINED ON THIS WEBSITE OR OBTAINED FROM YOUR USE OF THIS WEBSITE, (II) THE RELIABILITY, ACCURACY AND COMPLETENESS OF INFORMATION ON THIS WEBSITE, (III) ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY INFORMATION ON THE WEBSITE, (IV) THE INTERCEPTION OR USE BY THIRD PARTIES OF ANY INFORMATION YOU PROVIDE TO US, OR (V) ANY OTHER REASON, EVEN IF OPUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS FORSEEABLE, AND EVEN IF A REMEDY SET FORTH HEREIN WAS FOUND TO HAVE FAILED. IN NO EVENT SHALL OPUS’ OR ANY OF ITS REPRESENTATIVES’ TOTAL LIABILITY TO YOU FOR ANY REASON CUMULATIVELY TOTAL MORE THAN $1.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Opus and all of its subsidiaries, affiliates, officers, directors, members, shareholders, investors, employees, agents, representatives and other partners and their respective heirs, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all liabilities, claims, demands, losses or expenses, including, without limitation, reasonable legal and accounting fees and costs, incurred by the Indemnified Parties in connection with any claim arising from or relating to: (i) any breach by you of this Agreement, including all terms of use and representations and warranties contained therein; (ii) any access to or use of the Website by you (or on your behalf); (iii) any access to or use of the Website by you in violation of the rights of Opus or any third party, including but not limited to, infringement of copyright, patent, trademark, trade secret or any other rights; (iv) any access to or use of the Website by you in the actual or alleged breach of any applicable federal, state, local or international law, rule or regulation; (v) any action taken or permitted by you which disrupts, degrades or damages the Website and its Content therein; (vi) any activity, including any negligent or wrongful conduct, by you; (vii) any materials or content provided by you and posted, or to be posted, on the Website; or (viii) any unauthorized access of, or through, the Website to any computer system. You shall cooperate as fully as reasonably required in the defense of any such claim. Opus reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You are fully liable for activities conducted by you or anyone else in connection with your access and use of this Website. If you are dissatisfied with the Website for any reason, or with this Agreement and its terms of use, your sole and exclusive remedy is to stop using the Website.

ENFORCEMENT OF TERMS AND CONDITIONS

This Agreement is governed and interpreted pursuant to the laws of the State of Georgia and federal laws of the United States of America, notwithstanding any principles of conflicts of law. You expressly agree that exclusive jurisdiction resides in the state or federal courts of the State of Georgia. You further agree and expressly consent to the exercise of personal jurisdiction in the State of Georgia in connection with any dispute or claim involving Opus Advisory Partners and unconditionally waive your respective right to a jury trial. If any part of this Agreement is unlawful, void, or for any reason unenforceable, then that part shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. You waive all defenses, lack of jurisdiction, venue or forum.

OTHER TERMS

This Agreement constitutes the entire agreement between you and Opus and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the terms of use of this Website. This Agreement and its terms of use shall be binding upon you and your executors, heirs, successors and assigns. This Agreement is effective until terminated by Opus at any time without notice. In the event of such termination, you are no longer authorized to access this Website, and the restrictions imposed on you with respect to Content accessed by you, the disclaimers, and the limitations of liabilities set forth in this Agreement, shall survive.

The rights granted under this Agreement may not be assigned to any third party without the prior written consent of Opus, in its sole discretion, and shall inure to the benefit of Opus’ successors and assigns whether by merger, consolidation or otherwise. Opus may assign this Agreement or any of its rights or obligations.

Any failure by Opus to exercise or enforce any legal right or remedy set forth in this Agreement, or otherwise under applicable law, shall not be deemed a waiver of Opus’ rights or remedies, which shall remain available to Opus.