The following Terms & Conditions applies to general site registration.

Anacapa Partners (“we”, “us” or “Company”) provides the Company Portal (the “Site”) jn order to provide information on our business, and to assist our partners with the search for, acquisition and operation of a middle market business. By accessing, browsing or using this website, you acknowledge that you have read, understood and agreed to be bound by the following terms of use (the “Terms”).

Please review the Terms carefully. If you do not agree to these Terms, you should not obtain information from or otherwise use this Site.

Introduction
These Terms govern the relationship between you (either as an individual person or a legal entity, “you”) and Company. There may be additional terms and conditions applicable to certain parts or features of the Site, including but not limited to accessing and downloading of software or documentation, which additional terms and conditions are incorporated herein by reference. If there is a conflict between these Terms and the terms applicable for a certain part or feature of the Site, the latter terms shall control with respect to your use of that part or feature of the Site. We reserve the right to amend these Terms from time to time without specific notice to you. The latest Terms will be posted on the Site, and you should review the Terms prior to accessing and using the Site. Your continued use of the Site shall be deemed to conclusively indicate your acceptance of these Terms.

Registration
In order to access portions of the Site, you must complete a registration form for the Site and become a member. In registering, you agree to: (1) provide true, accurate, current and complete information on the Site's registration form (collectively, the "Registration Data") and (2) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, we have reasonable grounds to suspect that your information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and prohibit any and all current or future access and use of this Site (or any portion thereof) by you other than as expressly provided herein. You acknowledge and agree that we have the right to deny membership to the Site to any applicant in our sole discretion.

Each user will enter a password and username and receive account designations upon completing certain Site registration processes and is wholly responsible for maintaining the confidentiality thereof and wholly liable for all activities occurring thereunder. Company cannot and will not be liable for any loss or damage arising from a user's failure to comply with these rules of registration, including but not limited to any loss or damage arising from any user's failure to: (1) immediately notify Company of any unauthorized use of his or her password or account or any other breach of security; and (2) ensure that he or she exits from his or her account at the end of each session. You are responsible for maintaining the confidentiality of your password and/or access information. You are responsible for all uses of your account, whether or not actually or expressly authorized by you.

Intellectual Property Rights
All information, documents, communications, files, text, graphics, software and products available through or related to the Site, as well as their selection and arrangement (collectively, the “Materials”), are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials may violate such laws and these Terms. Except as expressly provided herein, Company and its suppliers grant you a non-exclusive, non-transferable, non-sublicensable, restricted right to use the Materials for the search for, acquisition and operation of a middle market business. You agree not to disclose, copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Site or the Materials, except as expressly authorized herein.

Acceptable Use
The software and documentation that is made available to download from this Site is the copyrighted and/or patented work of Company and/or its suppliers. Use of the software and documentation is governed by the terms that accompany or are included with such software or documentation. Such terms are incorporated by reference herein. Installation or use of any software or documentation that is accompanied by or includes a license agreement shall be prohibited unless and until you agree to the terms of such license agreement. If you do not agree to such terms, you shall not use the applicable software or documentation. Absent a license agreement that accompanies the software or documentation, use of the software and documentation will be governed by these Terms.

You agree not to “deep-link” to the Site, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Site for any purpose unless expressly authorized by Company. You agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site, take action resulting in unreasonable traffic loads, employ any type of bots for the use of scrolling or showing multiple screens, or engage in other activities that might disrupt ordinary operation of the Site. You are prohibited from violating or attempting to violate the security of the Site. You are prohibited from uploading any computer programs that contain destructive features such as viruses, worms, Trojan horses, or other forms of harmful computer code.

Confidentiality
You acknowledge that your membership in the Site and use of the Site may expose you to certain Confidential Information of Company. "Confidential Information" means any and all information and material (whether in writing, or in oral, graphic, electronic or any other form) that is marked or described as, identified in writing as, or provided under circumstances indicating it is, confidential or proprietary. Materials shall be deemed Confidential Information. You shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. You shall disclose the Confidential Information only to your employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. In addition, you shall not use the Confidential Information for any purpose other than in the performance of these Terms. You shall take the same degree of care that you use to protect your confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. This obligation as to confidentiality shall survive any termination of these Terms for a period of ten (10) years. Further, this obligation as to confidentiality is not intended to (and does not) supersede any obligations assumed by you (whether now or in the future) under a separately signed nondisclosure or confidentiality agreement with Company or an affiliate of Company.

Trademark Information
"Company Marks" means all names, marks, brands, logos, designs, trade dress and other designations Company and its affiliates (collectively, the "Affiliated Parties") use in connection with their products or services. You may not remove or alter any Company Marks, nor may you use the Company Marks in any manner that is inconsistent with Company’s ownership of such Marks. You acknowledge Company’s rights in the Company’s Marks and agree that any and all use of Company Marks by you shall inure to the sole benefit of Company. You agree not to incorporate any Company Marks into any other trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations without Company’s permission.

Editing, Deleting and Modification

We reserve the right in our sole discretion to edit or delete any Materials appearing on the Site.

Indemnification
You agree to indemnify, defend and hold the Affiliated Parties harmless from and against any liability, loss, claim or expense, including reasonable attorneys' fees, related to your violation of these Terms or use of the Site or any Materials.

Warranties and Disclaimers
UNLESS EXPRESSLY AGREED OTHERWISE IN WRITING BY COMPANY, THE SITE AND THE MATERIALS AVAILABLE FROM OR THROUGH THE SITE ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. COMPANY HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE MATERIALS AVAILABLE FROM OR THROUGH THE SITE, AND THE SITE ITSELF, MAY CONTAIN BUGS, ERRORS, TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS, PROBLEMS OR OTHER LIMITATIONS. THE AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY MATERIALS AVAILABLE FROM OR THOUGH THE SITE, OR THE SITE ITSELF. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, THE AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AFFILIATED PARTIES’ TOTAL LIABILITY TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR ANY DAMAGES, LOSSES, CLAIMS AND/OR CAUSES OF ACTION EXCEED ONE THOUSAND U.S. DOLLARS (US$1,000). THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE MATERIALS AVAILABLE FROM OR THROUGH THE SITE, AND THE SITE ITSELF, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

Content
You are prohibited from posting or transmitting to or from the Site any unlawful, threatening, harassing, offensive or obscene materials, or other materials that would violate any law or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity. You shall not transmit content or otherwise conduct or participate in any activities on this Site that are prohibited by law in any applicable jurisdiction, including laws governing the encryption of software, the export of technology, the transmission of obscenity, copyright law, or the permissible uses of intellectual property.

Third Party Products and Services
Company may make available on the Site access to or information about third party products, services and other materials either on the Site or through third party web sites accessible from the Site. Company does not operate, control, or endorse in any way any such third party information, products, services or other materials ("Third Party Materials") accessible through the Site. Company is not responsible for examining or evaluating, and Company does not warrant in any way, such Third Party Materials, and you agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third Party Materials. Such Third Party Materials may include access to Company data and use of such Third Party Materials and Company data shall be subject to applicable terms and conditions provided by such third parties.

Personal Information and Privacy
By registering on the Site, you understand and agree that personal information (name, email address, company name, username, password, indicated areas of product interest, technical background and development activities and experience) are collected by Company. This information will only be used for the purpose of improving the contents of the Site and will be stored in the United States.

Except as set forth in the Privacy Policy or in these Terms, your personal information will be deemed to be confidential. You understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of Company or others, or as stated in our Privacy Policy.

Termination
Company may change, suspend or discontinue all or any aspect of the Site, including its availability, at any time and may suspend or terminate your use of the Site at any time. Either you or Company may terminate these Terms at any time for any reason. Upon any termination of these Terms, (i) all license rights granted herein shall terminate and your right to use the Site shall immediately cease; (ii) you shall destroy all Materials or Third Party Materials obtained from or through the Site and copies thereof; and (iii) upon the request of Company after the termination of these Terms, you shall certify to Company in writing within ten (10) days of such request, that you have destroyed or returned all Materials and all copies thereof.

Company's termination of your access to the Site may be effected without notice and, on such termination, Company shall not be liable to you or any third party for termination of your account hereunder.

Export Law
To the extent that any export laws, rules or regulations prohibit Company from complying with any of its obligations hereunder, such failure shall be excused and shall not constitute a breach of these Terms. You agree not to export from anywhere any part of the Materials, or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

Notices
All notices required or permitted under these Terms shall be delivered by hand or nationally recognized overnight courier (a) to Company at Attn: Legal Department, Company address or (b) to you at the address that you provide in the registration process. All such notices and other written communications shall be effective (1) if sent by overnight courier, two business days after mailing, and (2) if sent otherwise, upon delivery as evidenced by proof of receipt.

Equitable Relief
Nothing in these Terms shall prevent either party from seeking appropriate equitable relief, in addition to whatever remedies it may have at law, for any and all of other party's breaches of its obligations under these Terms.

Miscellaneous
These Terms shall be treated as though executed and performed in San Francisco, CA, USA, and shall be governed by and construed in accordance with the laws of the United States of America and the State of California (without regard to conflict of law principles). Any cause of action by you with respect to the Site (and/or information, documents and other materials contained therein) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. You expressly submit to the exclusive jurisdiction and venue of the courts of Country with respect to all matters relating to these Terms or your use of the Site, and consent to extra-territorial service of process in connection therewith. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.

Updated January 2015