PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR WEBSITE (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE WEBSITE IN ANY MANNER.

Effective date: 12/31/22

These Legal Terms (the “Terms”) contain the rules and restrictions that govern your use of the website currently located at www.gen-opp.com (the “Website”). On the Website you may (i) view general information about GenOpp Capital Management LP, including, without limitation, its fund(s), and (ii) at your election, request (and GenOpp Capital Management LP may provide) additional information about GenOpp Capital Management LP. As used in these Terms, “we,” “us,” “our,” “GenOpp,” refer to GenOpp Capital Management LP, its affiliated funds and their respective general partners and affiliates.

These Terms are a binding contract between you and GenOpp. You must agree to and accept all of the Terms, or you don’t have the right to use the Website or access any of the data, materials or other information displayed on or made available through the Website (the “Content”). Your use of the Website in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Website. These Terms include the provisions in this document, as well as those in the privacy policy. We reserve the right to change the Terms at any time. Your continued use of the Website following the posting of any changes to these Terms constitutes acceptance of those changes.

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

If you are an investor or a representative of an investor in a GenOpp fund (an “Investor”), the relationship between you and GenOpp may also be subject to a separate agreement (the “Governing Agreement”). To the extent that any of these Terms conflict with the terms of the Governing Agreement, the terms of the Governing Agreement shall control.

Your Use of the Website

You will only use the Website and access the Content for your own internal, personal use, and not on behalf of or for the benefit of any third party without the prior written consent of GenOpp. As a condition of use, you agree not to use the Website or any Content for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by GenOpp. You agree to abide by all applicable local, state, national and international laws and regulations. A violation of any of the foregoing is grounds for termination of your right to use or access the Website and any Content.

Without limiting the generality of the agreements and principles above, you agree to the following rules of conduct when using this website:

• Do not “harvest” (or collect) information from the site using an automated software tool or manually on a mass basis (unless we have given you separate written permission to do so). This includes, for example, information about other users of the site and information about GenOpp available on the site.
• Do not use automated means to access the site or gain unauthorized access to the site or to any account or computer system connected to the site. This prohibition does not apply to search engines accessing the site solely for web indexing purposes.
• Do not obtain, or attempt to obtain, access to areas of the site or our systems that are not intended for access by you.
• Do not “flood” the site with requests or otherwise overburden, disrupt or harm the site or its systems.
• Do not circumvent or reverse engineer the site or its systems.
• Do not restrict or inhibit another user or users from using and enjoying this site.
• If you post something to this site, such as comments or other content, do not post anything that:
  • infringes any third-party intellectual property right (such as copyrights),
  • is defamatory (i.e., something that is negative and untrue about another person or entity),
  • divulges another person’s or entity’s confidential or private information or trade secret,
  • is fraudulent, unlawful, threatening, harassing, abusive, obscene, or discriminatory,
  • encourages criminal conduct, or
  • contains any virus, malware, spyware or other harmful content or code.

Website Content

The Content is protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Website, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including GenOpp’s) rights.

You understand that GenOpp owns the Website and all Content. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit the Website.

Except as otherwise set forth in a Governing Agreement between you and GenOpp (if applicable), the Content on the Website is provided for informational purposes only and is not an offer to sell to any person, or a solicitation from any person of an offer to buy, any securities. You acknowledge that this Website does not contain advice of any kind, including any investment, accounting, tax or legal advice. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Website.

User Submissions

Anything you provide through the Website is your “User Submission.” For all User Submissions, you hereby grant GenOpp a non-exclusive license to translate, modify, reproduce, display, distribute and otherwise act with respect to such User Submissions, in each case for the sole purpose for which it was submitted.

You are responsible for all content you contribute, in any manner, to the Website, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You are responsible for all your activity in connection with the Website and Content.

Third Party Websites

From time to time, GenOpp’s Website links to websites operated by third parties. GenOpp’s decision to do so is in no way an endorsement of these sites. GenOpp does not monitor, edit, or control such third-party sites and is not responsible in any way for the suitability of their content or for the quality of the products or services offered therein. Your choice to follow links to such websites is at your sole risk. When you click on a link to another website, you will be leaving GenOpp’s Website.

Termination of Access

GenOpp reserves the right to terminate your access to the Website at any time in its sole discretion.

No Warranty

EXCEPT AS OTHERWISE SET FORTH IN THE GOVERNING AGREEMENT (IF APPLICABLE), THE WEBSITE AND CONTENT ARE PROVIDED BY GENOPP (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL GENOPP (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF $10 OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnity

To the fullest extent allowed by applicable law, you agree to indemnify and GenOpp, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Website and Content, (b) your User Submissions, and (c) your violation of applicable law or these Terms. GenOpp reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but you must still indemnify GenOpp for all liabilities, losses or damages. You agree to provide GenOpp with whatever cooperation it reasonably requests.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE LEGAL TERMS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS OTHERWISE REQUIRED BY LAW.

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your account, in any way (by operation of law or otherwise) without GenOpp’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration

These Terms are governed by and will be construed under the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, the State of Delaware.

Miscellaneous

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and GenOpp agree that these Terms are the complete and exclusive statement of the mutual understanding between you and GenOpp, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, except a Governing Agreement if you are a party to one. If you have any questions, comments, or concerns regarding these Terms or the Website, please contact us at ir@gen-opp.com.