Terms & Conditions - Ascent Capital TX

Service Terms

I understand that the Ascent Capital TX LLC, (“Ascent Capital”), its affiliates, and potential third-party lenders (collectively “Sponsors”) will be relying on my certification that I am an accredited investor in making opportunities available to me and that the consequences of a false certification would be significant (including the possibility of a loss of an otherwise available registration exemption to the issuer). I agree that I will be responsible for any losses that are incurred as a result of a false certification. I agree to promptly update my Ascent Capital portal account information in the event of a change to my status as an accredited investor.

I further understand that, in order to allow me to participate in certain investment opportunities through the Website that are a part of an offering involving general solicitation of potential investors, the Sponsors must have a reasonable belief that I am an accredited investor. I understand and agree that, prior to each such investment, I will be required to provide or upload documents that support my certification above that I qualify as an accredited investor, such as W-2s, tax returns, investment account statements, a third-party confirmation from my accountant or broker, and/or any other documents (in each case redacted to eliminate social security numbers, account numbers or other similar sensitive personal identifying or financial information) that will enable sponsors to evaluate my accredited investor status.

I understand and agree that upon submitting an offer in an investment, I will authorize the sponsor to electronically deliver applicable offering materials and tax documents (including Schedule K-1), but that I may affirmatively request printed materials from the sponsor.

I further understand that investment opportunities posted on this portal are speculative investments and I may lose the entire investment amount.

I have read this agreement and accept the terms and conditions.

Ascent Capital Disclosure

IMPORTANT DISCLAIMERS AND DISCLOSURES

You are viewing the website for Ascent Capital TX LLC, a Texas corporation established in 2022 (“Ascent Capital”). Ascent Capital maintains a commercial real estate investor technology platform through which companies that own, manage, and develop commercial real estate, known as “sponsors” (“Sponsors”), offer investment opportunities to qualified investors.

Ascent Capital is not a registered broker-dealer or investment advisor and no communication from Ascent Capital through the website or otherwise is intended to be or should be construed as investment, tax, financial, accounting or legal advice.

Federal law (the Gramm-Leach-Bliley Act, or “GLBA”) requires us to tell you how we collect, share, and protect your personal information. Investment opportunities posted on the Ascent Capital website can be accessed by investors via

Ascent Capital Platform

The CCC Platform is an internet-based technology platform that facilitates administration for investments. Since inception it has operated, and continues to operate, on a strictly non-advisory basis. By accessing the Platform through this website and any web pages thereof, you agree to be bound by the Terms of Use, Privacy Policy and other policies and procedures posted on the website. Investment opportunities on the Platform are generally offered under Rule 506 of Regulation D and are only suitable for, intended for and available to ”accredited investors” as defined under Rule 501 of Regulation D who are registered users of the Platform. Investments in a private placement are speculative and involve a high degree of risk. Investments in private placements are also highly illiquid. You should not invest in any real estate transaction accessed through the Platform unless you are willing to accept the risks associated with private investments and are able to bear the loss of your entire investment.

Ascent Capital does not endorse any of the real estate opportunities that may be offered through the Platform, nor does Ascent Capital make any recommendations regarding the appropriateness of particular opportunities for any investor. Use of the Platform or any the provision of any or the information provided through as or as a result of your access to the Platform does not constitute an offer by Ascent Capital or any of its affiliates to sell, solicit or make an offer to buy any security and Ascent Capital does not give or offer any financial advice, investment advice, tax or legal advice to anyone using the Platform or in the general information available to the public on the website.

Information on the website (including information regarding targeted returns or investment performance) relating to specific real estate investments has been provided by a third-party to Ascent Capital and has not been independently verified by Ascent Capital nor does Ascent Capital provide any guarantee, representation or warranty as to the accuracy or reliability of such information. Further, information on any applicable investment opportunity is subject to change. Although Ascent Capital believes any such information to be reliable, it makes no representations or warranties as to the accuracy or completeness of such information and accepts no liability therefore. Forward-looking statements, hypothetical information or calculations, financial estimates and targeted returns are inherently uncertain. Such information should not be used as a primary basis for an investor’s decision to invest. Investment opportunities accessed through the Platform are speculative and involve substantial risk. You should not invest unless you can sustain the risk of loss of capital, including the risk of total loss of capital. Ascent Capital recommends that you consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.

Nothing posted, shown on the Platform, the website or access through either, should in any way be construed to represent an indication of or imply future performance of any investment. No testimonial or reference to Ascent Capital or the Platform should in any way be construed to represent an endorsement of any Ascent Capital products or services that may be By Ascent Capital or its affiliates.

General

If you choose to invest in a real estate investment offered through Ascent Capital, you will be required to execute various documentation regarding the investments (the “Investment Documents”). In all events, the commercial transactions which are the subject of the Investment Documents will be governed by such Investment Documents and not these terms, and in the event of any conflict between the terms of the Investment Documents and these terms, the Investment Documents will control. We reserve the right to reject, cancel, interrupt, remove or suspend any transaction involving Ascent Capital and are not liable for any damages as a result of any of these actions. Our policy is generally not to comment on the reasons for any of these actions if taken.

Direct and indirect purchase of real property involves significant risks, including without limitation market risks, risks related to the sale of land, and risks specific to a given property. The securities offerings posted on the Platform (including Ascent Capital vehicles) are speculative. Platform investments are NOT insured by the FDIC or by any other Federal Government Agency, are NOT Bank deposits, are NOT guaranteed by Ascent Capital, and MAY lose value. Neither the information nor any opinion expressed on any Ascent Capital webpages, including without limitation, the Platform, shall be construed as an offer to buy, or the solicitation of an offer to sell, any securities. Investments can and do lose money and you should be prepared to lose your entire investment in any investment made available through the Platform. Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or reviewed the accuracy or completeness of any of the information or materials posted on the website. Neither Ascent Capital nor any of its directors, officers, employees, representatives, affiliates or agents shall have any liability whatsoever arising, for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication, of the materials and communication herein or the or that the valuation of any securities offering is appropriate. Prior performance and/or results are not indicative of future performance. Any performance information, including “forward looking statements”, is for informational purposes only and should not be relied upon as a basis for investment. Investors must make their own determination of whether or not to make any investment, based on their own independent evaluation of the investment and their risk tolerance. Furthermore, investors should consult their tax advisors regarding the consequences of any investment.

Articles or information from third-party media outside of this domain may discuss Ascent Capital, but Ascent Capital does not approve and is not responsible for any such content. Hyperlinks to third-party sites, or reproduction of third-party articles, do not constitute an approval or endorsement by Ascent Capital of the linked or reproduced content. Furthermore Ascent Capital uses “partner affiliates” (i.e., bloggers) to market the Platform. Such partner affiliates are generally compensated a fixed amount for each investor that registers on the Platform as an accredited investor. Such compensation creates an incentive for partner affiliates to direct investors to the Platform.

Welcome and thank you for your interest in the Ascent Capital website (the “Website”) owned and operated by Ascent Capital, Inc. (“Ascent Capital”, “We”, “Our”, or “Us”). The Website is an intermediary technology platform that allows real estate investors or parties seeking to sell real estate to connect with Ascent Capital to or potential investment opportunities that could lead to the purchase or sale of commercial properties. These Terms of Service govern your access and use of the Website and all publicly available content, services and/or products provided through the Website (collectively, the “Services”). Visitors to the Website and users of the Services are referred to herein individually as “User” and collectively as “Users”. You acknowledge that Ascent Capital is not a registered broker-dealer, investment advisor or crowdfunding portal and does not engage in any conduct that would require such registration. The Services are offered to you subject to your acceptance without modification of all the terms and conditions contained herein and all other operating rules, policies (including without limitation Ascent Capital’s Privacy Policy), any future modifications that may be published from time to time without notice to you or liability for such change on the Website or otherwise provided to you, and any additional terms and conditions to which you have agreed in connection with specific features, applications, products, or services provided by the Website or the Services (collectively, the “Terms”). In order to access certain features of the Services, you will have to create an account and become a registered user of the Services. In connection with registration for the Services, you may be asked to enter a separate agreement with Ascent Capital, the terms of which are hereby incorporated into these Terms by reference. If you are entering into these Terms on behalf of an entity or any third-party, such as your employer or a company you work for or control, you represent that you have the legal authority to bind that entity to these Terms. BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE WEBSITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF SERVICE AND ALL OTHER POLICIES AND PROCEDURES POSTED ON THE WEBSITE. AND ANY OTHER ADDITIONAL TERMS INCORPORATED BY REFERENCE HEREIN, WHETHER YOU ARE A “VISITOR” (WHICH MEANS THAT YOU SIMPLY BROWSE THE Ascent Capital SERVICES WITH LIMITED VIEWING AND ACCESS TO INFORMATION), OR YOU ARE AN “ACCOUNT HOLDER” (WHICH MEANS THAT YOU HAVE REGISTERED FOR A Ascent Capital APPLICATION ACCOUNT) (“VISITORS” AND “ACCOUNT HOLDERS” ARE COLLECTIVELY REFERRED TO HEREIN AS “USERS”). YOU ARE ONLY AUTHORIZED TO USE THE Ascent Capital APPLICATION (REGARDLESS OF WHETHER YOUR ACCESS OR USE IS INTENDED) IF YOU AGREE TO ABIDE BY ALL APPLICABLE LAWS AND TO THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT. IF YOU DO NOT AGREE TO BE BOUND BY SUCH AGREEMENTS, THEN YOU MUST IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USE THE WEBSITE OR THE SERVICES.

Changes to the Terms

Your use of the Website and the Services is governed by the then-current version of the Terms in effect on the date of such use. Ascent Capital may, at its sole discretion, modify the Terms and/or other policies and procedures governing the Service at any time without notice or liability by posting the modified Terms, policies or procedures to the Website and revising the “Updated” date. Your continued use of the Services after modified Terms have been posted or otherwise provided to you constitutes your agreement to be bound by the then-current Terms.

Privacy

Ascent Capital takes the privacy of its Users very seriously. Please read Ascent Capital’s Privacy Policy, which is hereby incorporated into these Terms by reference, for information relating to our collection, use and disclosure of your personal information.

Certain Reserved Rights

Ascent Capital reserves the right, in its sole discretion and without notice, to change, delete, improve or correct any information, content, materials and descriptions provided on the Website and to suspend and/or deny access to the Services at any time, including but not limited to, for scheduled or unscheduled maintenance, upgrades, improvements or corrections. Ascent Capital may discontinue or change any product or service described in or offered on or through the Services at any time. Ascent Capital further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Services at any time and for any or no reason and without any liability. You agree that Ascent Capital will not be liable to you or to any third party for any such modification, suspension or discontinuance. Upon termination of these Terms of Use or your access to the Website for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Website may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Ascent Capital does not undertake any obligation or responsibility to update or amend any such information. You agree that Ascent Capital and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Authorized User

THE SERVICES ARE OFFERED ONLY TO USERS WHO ARE AT LEAST THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH THEY RESIDE OR ARE LOCATED. BY USING THE SERVICES, YOU REPRESENT THAT YOU ARE ABLE TO LEGALLY CONTRACT IN THE JURISDICTION IN WHICH YOU ARE LOCATED. You may access the Website generally and/or browse generally without registering with the Website. In order to access certain features of the Website, including viewing securities offerings or posting content on the Website, you must register to create an account (“Account”) and meet certain criteria. You must complete the registration process by providing us with current, complete and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your account. You will also choose a password and a user name. Ascent Capital reserves the right in its sole discretion to refuse registration of or cancel a User Name, and domain name. You are solely responsible for maintaining the confidentiality of your password and account. You agree to notify Ascent Capital immediately in writing of any unauthorized use of your Account or any other breach of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to Ascent Capital and other Users by any use of your Account, either authorized or unauthorized. You agree that your Account will be self-directed or directed on your behalf by your designated investment advisor and that you are solely responsible for all investment decisions. Although the Website may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any offering posted on the Website. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. We have no special relationship with or fiduciary duty to you and your use of the Website or the Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the companies posted on the Website. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Website does not provide any of the foregoing advice or recommendations or provide any due diligence.

Ownership Of Data

All data and information collected or compiled through the use or operation of the Services (collectively, “Confidential Information”) shall be the sole and exclusive property of Ascent Capital. You understand that certain Confidential Information may identify individuals (“Individually Identifiable Information”) and may be subject to protection by state and federal laws and regulations including, but not limited to, the Privacy Rule of The Health Insurance Portability and Accountability Act (HIPAA) of 1996, (45 C.F.R. Parts 160-164) and Title V of the Gramm-Leach-Bliley Act (15 U.S.C. § et. seq.). To the extent User is given access to Confidential Information, User agrees to keep such Confidential Information confidential and shall not disclose Confidential Information to any person, entity or otherwise, or use the same in any other way without the prior written approval of Ascent Capital. If User becomes aware of any use or disclosure of Confidential Information by User, its employees, agents or subcontractors which is not provided for in your Ascent Capital Services, User shall report such violation to Ascent Capital immediately. User shall implement and use, and cause its subcontractors to implement and use, appropriate administrative, technical and physical safeguards to prevent the unauthorized use or disclosure of Confidential Information. User shall also use and cause its subcontractors to use appropriate safeguards to prevent unauthorized parties from accessing, using, disclosing or tampering with Confidential Information maintained by User and transmitted electronically to or from Ascent Capital. User agrees to make available to Ascent Capital its internal policies and procedures relating to the use and disclosure of Confidential Information received from, or created or received by User on behalf of Ascent Capital. User agrees to mitigate, to the extent practicable, any harmful effect that is known to User of a use or disclosure of Confidential Information by User, its employees, agents or subcontractors in violation of the requirements of the Agreement. User must maintain a log of all disclosures of Confidential Information, including but not limited to, disclosures needed to carry out User’s legal responsibilities, and for proper management, internal auditing and administration. Within ten (10) days of Ascent Capital’s written request, User shall provide a copy of the log to Ascent Capital. Upon termination of the Services offered to User, or at any time at the request of Ascent Capital, User shall use its due diligence and its best effort to (a) promptly deliver to Ascent Capital all of the Confidential Information received from Ascent Capital (excluding any analyses, compilations, forecasts, studies or other such materials prepared by User for his own internal use from the Confidential Information) and shall retain no copies, extracts or other reproductions thereof, or (b) destroy such Confidential Information and affirm that such Confidential Information has been destroyed.

Obligation For Using Your Password.

ALL INFORMATION TRANSMITTED BY, SUBMITTED BY, OR RECEIVED FROM ANYONE PRESENTING YOUR PASSWORD TO Ascent Capital FOR THE SERVICES PROVIDED WILL BE DEEMED TO HAVE ORIGINATED WITH YOU, AND SHALL BE BINDING ON YOU. You agree that you are solely liable for all actions taken via your password, whether or not made with your knowledge or authority. You agree to guard your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the Ascent Capital Application for which you will be legally responsible. If you suspect that someone may have obtained access to your password, who is not intended to have authority to act on your behalf, please contact Ascent Capital immediately to authorize Ascent Capital to deny access to the Ascent Capital Application to anyone else presenting your password. You understand and agree that Ascent Capital may require you to change your account password from time to time for security purposes and may require additional security measures for you to access your Account.

By expressing interest in an Ascent Capital application, you expressly consent to receive contact from Ascent Capital or its subsidiaries, affiliates, and agents at the contact methods provided regarding User activities and products or services, via live, automated or prerecorded call, text, or email. You are not required to enter into this Agreement as a condition of any purchase. You can revoke this consent through any reasonable means.

Prohibited Conduct

You agree that you are responsible for your own conduct while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, (each as amended ) any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws). Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. By way of example, and not as a limitation, you agree that you may not:

use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party’s use and enjoyment of the Services;
attempt to gain unauthorized access to the Website, the Services, any other Ascent Capital website or service, or the computer systems or networks connected to the Services through hacking, password mining or any other means;
create user accounts by automated means or under false or fraudulent pretenses;
transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
upload, post, email or transmit, or otherwise make available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful content;
upload, post, email or transmit, or otherwise make available through the Services any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
upload, post, email or transmit, or otherwise make available through the Services any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, the Terms;
download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about its Users for any unauthorized purpose;
submit content that falsely expresses or implies that such content is sponsored or endorsed by Ascent Capital, any of its affiliates or any third parties;
promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
share with or disclose to anyone any information obtained through the Services about any investment offerings; or
contacting any party or User other than as allowed through the Services.

Accredited Investor

Any investment opportunities made available for review through this Website (including through the Platform), except where otherwise indicated, are made only available to and ultimately may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors. Before you can invest in any securities offerings on the Website, you must register with the Platform and qualify as an “Accredited Investor”, except where otherwise indicated. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an accredited investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with the Platform for purposes of subscribing to securities offerings as an Accredited Investor, you represent and warrant that you come within at least one of the following categories:

a natural person who has individual net worth,
or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
a bank, insurance company, registered investment company, business development company, or small business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
a charitable organization, corporation, or partnership with assets exceeding $5 million;
a business in which all the equity owners are accredited investors; or
a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
YOU MUST MEET ONE OF THE ABOVE CRITERIA TO INVEST IN ANY OFFERING POSTED ON Ascent Capital AND PROVIDE THIRD PARTY VERIFICATION. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide the Ascent Capital with such information in writing.

Proprietary Rights

Ascent Capital, its affiliates, and its licensors own all right, title and interest in the Website and the Services, including but not limited to (i) the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel” organization, compilation of the content, code, and data, and (ii) all content on the Website, including, without limitation, all articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “Ascent Capital Materials”). The Ascent Capital Materials do not include User Content (as defined below). The Ascent Capital Materials are protected by copyright, trademark, patent, trade secret, and other intellectual property laws and proprietary rights. You agree to comply with all applicable laws by not copying or using proprietary content, except as allowed by these Terms or by written consent of the owner of the proprietary rights. Ascent Capital hereby grants you a non-exclusive, non-transferable license to download and print the Ascent Capital Materials for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of the Ascent Capital Materials. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the Ascent Capital Materials in any other way, except with the prior written permission of Ascent Capital. You agree that you will not develop or assist anyone else with developing a website or materials that are substantially similar to or based in substantial part on the Ascent Capital Materials. Your access to or use of the Website does not grant or transfer to you ownership interest or any rights in the Ascent Capital Materials other than those rights expressly granted in these Terms.

Limited License.

Ascent Capital hereby grants You the limited right to access and use the Ascent Capital Services only for the purposes of accessing, viewing, downloading, posting, and printing information from and to the Ascent Capital Website for your personal and non-commercial use. You shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, broadcast, create derivative works from, transfer, or sell any information, software, products or services obtained from the Services, including, without limitation, any data, text, artwork, graphics, logos, button icons, images, audio clips, digital downloads, product and service descriptions, advertisements, directory information, and data compilations (collectively, “Content”). Ascent Capital reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the Ascent Capital Services as described herein. Any rights not expressly granted to you herein are reserved to Ascent Capital.

Use of Information.

The Ascent Capital Services may include information, tips, facts, views, and opinions. ALL SUCH INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSIDERED AS PROFESSIONAL ADVICE. SUCH INFORMATION SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL, BUSINESS, FINANCIAL, OR OTHER DECISIONS WITHOUT INDEPENDENT VERIFICATION AND ANALYSIS. Ascent Capital DISCLAIMS ANY AND ALL WARRANTIES RELATING TO SUCH INFORMATION, TIPS, FACTS, VIEWS OR OPINIONS.

User Content

You and other users may submit, post, transmit and share comments or materials on or through the Website (“User Content “). You are solely responsible for User Content that you post, transmit, or share on or through the Website, as well as for any actions taken by Ascent Capital or other Users as a result of your User Content. You agree and understand that you may be exposed to User Content posted by others that is inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that Ascent Capital makes no representations or warranties regarding User Content and is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to User Content. You hereby waive any legal or equitable rights or remedies you have or may have against Ascent Capital with respect to User Content posted by you or others. Ascent Capital has no obligation to monitor, review, control, or guarantee the accuracy or confidentiality of User Content. However, Ascent Capital reserves the right at all times (but will not have an obligation) to remove or edit any User Content in its sole discretion, with or without notice. Without limiting the generality of the preceding sentence, Ascent Capital complies with the Digital Millennium Copyright Act, and will remove User Content from the Services upon receipt of a compliant takedown notice, as further described below. You represent and warrant that all information that you provide to Ascent Capital or through the Website is accurate, complete and truthful. Ascent Capital and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You retain all right, title, and interest in your User Content. By posting, transmitting, or sharing your User Content on or through the Website, you hereby (i) grant to Ascent Capital and its affiliates, sublicensees, partners, designees, and assignees, a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise exploit your User Content and derivatives thereof for any purpose and in any media form, and (ii) grant to other Website users a non-exclusive license to access or otherwise use your User Content for personal or commercial use. You hereby affirm, represent, and warrant that: (i) you either own the User Content or have the necessary licenses, rights, consents, and permissions to grant the rights and license set forth herein, and (ii) the User Content or any use of the User Content pursuant to this Agreement, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any intellectual property or proprietary right; (b) violate any applicable laws, rules, or regulation (including, without limitation, United States federal and state securities laws); or (c) require Ascent Capital to obtain a license from or pay fees or royalties to any third party.

Feedback

If you provide Ascent Capital with any comments, bug reports, feedback, or proposed modifications for the Services (“Feedback”), Ascent Capital shall have the right to use the Feedback at its discretion, including, but not limited to the incorporation of suggested changes into the Services. You hereby grant Ascent Capital a perpetual, irrevocable, nonexclusive license to incorporate and use your Feedback for any purpose.

Linked Sites

The Website may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Ascent Capital of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall Ascent Capital be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. When you access Linked Sites, you do so at your own risk, and subject to the Linked Site’s terms and policies.

Termination

Ascent Capital may terminate these Terms and your right to use the Services at any time and for any reason without notice. Upon termination or expiration of these Terms, Ascent Capital may remove and discard any Ascent Capital Materials or User Content, and such materials and content may no longer be accessible by you. Ascent Capital will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party. You agree that Ascent Capital will not be liable to you or any third party for any such termination except as described in these Terms. Upon termination or expiration of these Terms, any provision, which, by its nature or express terms should survive, will survive such termination or expiration.

Securities Products; No Professional Advice Provided

Securities are not offered on the Website, real estate investment opportunities may be may available by contacting Ascent Capital through the Website and its that case such opportunities are only made available for review by suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. However, Ascent Capital does provide recommendations as to any specific opportunity. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. None of the information contained on the Website or provided through the Services constitutes a recommendation, solicitation or offer by Ascent Capital, its affiliates or third-parties to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. All information contained in the Services has been prepared without reference to any particular User’s investment requirements or financial situation. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where Ascent Capital is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services and all content, services and features available through the Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON Ascent Capital OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. Ascent Capital DOES NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT Ascent Capital AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Featuring of or posting on or through the Website of any OFFERING does not constitute endorsement by Ascent Capital or representation of the quality of any potential investment in such offering. Ascent Capital does not endorse any Issuer or any underlying assets. The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. Issuers represent and warrant that each offering is structured to qualify as an exempt investment entity under Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exemption from registration for a private investment company. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of exemptive provisions from registration due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Website and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Website and issuers posting offerings on the Website in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an issuer in selling the securities might not be available and substantial liability to such issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION. Ascent Capital receives no commission or transaction-based compensation in connection with the purchase or sale of securities through the Website but may receive fixed fees for services. Ascent Capital is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings. Ascent Capital does not recommend or otherwise suggest that any investor make an investment in a particular offering, or that any Issuer offer securities to a particular Investor. Ascent Capital takes no part in the negotiation or execution of transactions for the purchase or sale of securities, and at no time has possession of or access to funds or securities. Ascent Capital cannot guarantee that Issuers posting offerings on the Website will use the proceeds of any offering in accordance with the stated purpose. Users acknowledge and agree that Ascent Capital makes no representation, warranty or assurance that the offering posted on the Website are made in accordance with Federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings therein.

User Interactions and Disagreements

The Services may allow you to interact with other Users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that other Users are not affiliated with or controlled by Ascent Capital or its affiliates, and Ascent Capital cannot influence the investments, information, advice or services provided by them. Your interaction with other Users is solely between you and such other Users. YOU AGREE THAT Ascent Capital AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS. Furthermore, if you provide any investments, information, advice or services to other Users through the Services, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, Ascent Capital or its affiliates. If you have a dispute with one or more Users, you irrevocably and forever release Ascent Capital (and Ascent Capital’s affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Our Communications With You (TCPA Consent For United States Residents)

A. Express Written Consent. By using the Ascent Capital Services and submitting your contact information, you are providing your express written consent to receive communications from Ascent Capital, at the email address and telephone numbers you entered into your account registration or contact form, or that you later provide to us or enter into the Ascent Capital Application, via live, automated or prerecorded email, text, or call.

B. E-Mails, Texts, And Calls. These communications may include Ascent Capital Services updates, information about products and services, and telemarketing messages, through the use of email, landline phone, cellular phone, and text messages (including sms and mms).

C. Automation. Ascent Capital may contact you via live, automated or prerecorded email, text, or call. Your carrier’s standard rates and charges may apply.

D. No Purchase Necessary. Agreeing to these communications is not a condition of purchasing any property, goods, or services from us.

E. Revoking Consent And Opting Out. You may revoke your consent to receive communications at any time by replying “stop” to any of our texts, or by any other reasonable means. We will make a commercially reasonable effort to comply with any communications from you opting out, but reply “stop” will automatically revoke your consent to further text communications, and we recommend that method. We may take up to 30 days to stop communications if you use a method other than the automatic reply “stop.” you consent to receive a final text message confirming your opt-out. You may revoke your consent to receive email communications by using the “unsubscribe” link in an email or by any other reasonable means. We will make a commercially reasonable effort to comply with any communications from you opting out of email, but “unsubscribe” will automatically revoke your consent to further email communications, and we recommend that method. We may take up to 30 days to stop email communications if you use a method other than “unsubscribe”. The “unsubscribe” link will also permit you to stop text communications. Your consent here also serves as your express written consent to electronic communications from us in the past.

You represent and warrant that you 1) are at least 18 years old; 2) live in the United States (or Canada, in which case the Canadian consents below apply); 3) have not registered on a national or statewide Do Not Call list; 4) are the account holder for the email addresses and phone numbers you provided, or you have authorization from the account holder to give this consent; and 5) confirm that the email addresses and phone numbers you provided are accurate.

F. Additional Communications Provisions (For Residents Of Canada). In addition to the consent provided above in the Our Communications With You (United States) section, Canadian residents agree to the following provisions related to compliance with Canada’s Anti-Spam Legislation (“CASL”), Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”) and Canadian provincial law including Alberta’ Personal Information Protection Act (“PIPA”), and Quebec’s Act Respecting the Protect of Personal Information in the Private Sector, 1) you agree to the provisions governing use and disclosure of personal information that are found in our Privacy Policy; 2) because the purpose of our communications include your interest in our services, our communication with you will continue until you revoke your consent or opt-out; and 3) your personal information may also be transmitted to, used in, and stored in the United States.

Intellectual Property Protection.

As between you and Ascent Capital, the information displayed on the Ascent Capital Website or incident to any Service provided, including, without limitation, data, text, artwork, graphics, logos, button icons, images, audio clips, digital downloads, prices, product and service descriptions, advertisements, directory information, and data compilations (collectively, “Content”), is the property of Ascent Capital or its licensors, and is protected by U.S. and international trademark, copyright, and other intellectual property laws. You shall not copy, distribute, alter, display, perform, publish, or create derivative works from such Content. Systematic retrieval of data or other Content from the Ascent Capital Website or Service to prepare any collection, compilation, database, or directory is strictly prohibited. Ascent Capital’ names, graphics, logos, designs, page headers, button icons, scripts and service names are trademarks, service marks, or trade dress of Ascent Capital. Ascent Capital’s trademarks, service marks, and trade dress may not be used, including as part of trademarks, service marks, or as part of domain or sub-domain names, in connection with any product or service, other than those of Ascent Capital. You may not use any of Ascent Capital’s trademarks, service marks or trade dress in whole or in part without the prior written permission of Ascent Capital. YOU AGREE THAT YOU WILL NOT REGISTER A DOMAIN NAME THAT INCLUDES THE TERM CUSTOM CAPITAL STRATEGIES,” “Ascent Capital”, OR ANY OTHER WORDS THAT ARE SUBSTANTIALLY SIMILAR THERETO, OR ANY OTHER Ascent Capital TRADEMARK, SERVICE MARK, OR TRADE DRESS, AND IF YOU HAVE DONE SO, OR DO SO IN THE FUTURE, YOU WILL PROMPTLY NOTIFY Ascent Capital AND, AT Ascent Capital’S OPTION, CANCEL, TRANSFER, OR ASSIGN SUCH REGISTERED DOMAIN NAME TO Ascent Capital WITHOUT ANY CONSIDERATION AND WILL REIMBURSE Ascent Capital FOR ANY ATTORNEYS FEES, COSTS OR EXPENSES THAT IT INCURS IN ENFORCING THIS PROVISION.. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS Ascent Capital, ITS EMPLOYEES AND AGENTS, AND ANY OTHER PERSON, FIRM, OR ENTITY FROM ANY AND ALL DAMAGES, CLAIMS OR JUDGMENTS, INCLUDING CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR STATUTORY DAMAGES OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, DISCLOSED OR UNDISCLOSED, AND ANY ATTORNEY’S FEES AND LITIGATION COSTS AND EXPENSES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIMS RELATING TO YOUR USE OF A DOMAIN NAME THAT INCLUDES THE WORDS CUSTOM CAPITAL STRATEGIES,” “Ascent Capital”, OR ANY OTHER Ascent Capital TRADEMARK, SERVICE MARK, OR TRADE DRESS, OR WORDS SUBSTANTIALLY SIMILAR THERETO. EXCEPT AS EXPRESSLY PROVIDED HEREIN BY THESE TERMS, NEITHER Ascent Capital NOR ANY THIRD PARTY HAS CONFERRED UPON YOU BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE OR RIGHT UNDER ANY PATENT, TRADEMARK, COPYRIGHT, OR OTHER PROPRIETARY RIGHTS TO USE ANY Ascent Capital APPLICATION. NO OWNERSHIP RIGHTS ARE OR WILL BE ASSIGNED TO YOU.

Privacy, Copyrights and Trademarks

Copyright and Trademark Notices. All content included on this site, such as text, graphics, logos, button icons, images, audio clips, and Software, is the property of Ascent Capital or its content suppliers and protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all content on this site is the exclusive property of Ascent Capital and protected by U.S. and international copyright laws. All Software used on this site is the property of Ascent Capital or its Software suppliers and protected by U.S. and international copyright laws. The content and Software on this site may be used as a shopping, selling, and e-card resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the content on this site is strictly prohibited.

Trademarks. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Any example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

Notices and Procedure for Making Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider’s Designated Agent as set forth below. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF EMAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

Written notification must be submitted to the following Designated Agent:

Service Provider(s): Ascent Capital TX LLC
Email Address of Designated Agent: [email protected]

To be effective, the Notification must include the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of the written Notification containing the information as outlined in A through F above:

Service Provider shall remove or disable access to the material that is alleged to be infringing;
Service Provider shall forward the written notification to such alleged infringer (“Subscriber”);
Service Provider shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the material.

Counter Notification:

To be effective, a Counter Notification must be a written communication provided to the Service Provider’s Designated Agent that includes substantially the following:

A physical or electronic signature of the Subscriber;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
The Subscriber’s name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber’s address is outside of the United States, for any judicial district in which the Service Provider may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person

Upon receipt of a Counter Notification containing the information as outlined in A through D above:

Service Provider shall promptly provide the Complaining Party with a copy of the Counter Notification;
Service Provider shall inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days;
Service Provider shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided Service Provider’s Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Service Provider’s network or system.

Warranties

THE SERVICES, THE WEBSITE, THE Ascent Capital MATERIALS, USER CONTENT, AND ANY OTHER INFORMATION AND MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE OR THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WHEN AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, Ascent Capital DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLIANCE WITH LAWS, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE FOREGOING, Ascent Capital MAKES NO REPRESENTATION OR WARRANTY (A) WITH RESPECT TO THE MERITS AND RISKS OF ANY TRANSACTIONS MADE BY OR THROUGH THE WEBSITE OR THE SERVICES, OR (B) THAT USE OF THE SERVICES AND WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Without limiting the generality of the foregoing, Ascent Capital makes no warranty or representation as to the completeness or accuracy of the information provided on the Website, nor as to any Issuer’s compliance with the Investment Company Act, the Investment Advisers Act or the Securities Act. To the maximum extent permissible under law, Ascent Capital assumes no liability or responsibility for any errors or omissions in the content of the Website. Ascent Capital does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Website, and has not performed any investigation into such information. Ascent Capital shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Website is at your sole risk. Ascent Capital is entitled to rely upon the information provided by its Users. You acknowledge and agree that Ascent Capital does not provide any representation, warranty or assurance that the offering on the Website are made in accordance with state and/or Federal securities law, including the exemption to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each issuer, and not the Website, is responsible for ensuring that any securities offering is done in accordance with state, federal law and regulation promulgated by the SEC and Financial Industry Regulatory Authority. We make no representation or warranties regarding the legality or compliance of any offering. Ascent Capital has not reviewed all of the links provided on the Website and is not responsible for the content of any off-Website pages.

Indemnification

To the fullest extent permissible by law, you agree to defend, indemnify, and hold Ascent Capital and its directors, officers, employees, and agents harmless from any claim, demand, loss, damage, liability, or expense, including attorney fees and costs, however incurred, including those incurred at trial, in any bankruptcy proceeding, on appeal, and on any petition for review (collective, “Damages”) to the extent that Damages result directly or indirectly from your use of the Services or the Website. Ascent Capital reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Ascent Capital in the defense of any such claim, action, settlement or compromise negotiations, as requested by Ascent Capital.

Limitation of Liability and Damages

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL Ascent Capital OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR THE WEBSITE, EVEN IF Ascent Capital HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT Ascent Capital HAS OFFERED ITS SERVICES AND ENTERED INTO THE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND Ascent Capital, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND Ascent Capital. Ascent Capital WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Ascent Capital assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Website or your downloading of any materials, data, text, images, video, or audio from the Website. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined above).

Notice

Except as explicitly stated otherwise, legal notices to Ascent Capital should be emailed to http://www.adr.org. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Ascent Capital may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise. Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Ascent Capital, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Ascent Capital’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Harris County, Texas United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Harris County, Texas. Each party hereby waives any claim that such venue is improper or inconvenient.

Choice of Law

The Terms and your use of the Services shall be governed by and construed and enforced in accordance with the laws of the state of Texas, without regard to conflicts of laws provisions. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Third-Party Sites

The Website may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Ascent Capital of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Ascent Capital be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Ascent Capital shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION. Your access and use of the Third-Party Sites are governed by the Terms of Use and Privacy Policies of these Third-Party Sites. We strongly encourage you to carefully review the Terms of Use and the Privacy Policies of any Third Party Services from which you access through our Website.

Service Providers.

As a feature of the Ascent Capital Services, Ascent Capital may provide advertisements, promotions and service directories for providers of goods and services of the type that may be of interest to Users, including certain preferred service providers identified by others (all such providers of goods and services are hereinafter referred to as “Service Providers”). You acknowledge and agree that if you use the products or services of a Service Provider, you agree to be bound by any Additional Terms associated with such use, all of which are incorporated herein by reference. Although Service Providers are advertised and listed on the Ascent Capital Website, such Service Providers are not endorsed, recommended, or otherwise affiliated with Ascent Capital or its employees and agents. You may contact any of the Service Providers directly, and in some cases you may request through the Ascent Capital Website that the Service Providers contact you directly. FURTHER TO THE OTHER PROVISIONS OF THIS AGREEMENT, Ascent Capital MAKES NO GUARANTEES OR REPRESENTATIONS REGARDING THE SKILLS OF ANY SERVICE PROVIDER OR THE QUALITY OF THE SERVICES OR PRODUCTS THAT ANY SERVICE PROVIDER MAY PROVIDE IF YOU ELECT TO RETAIN THEIR SERVICES. IT IS ENTIRELY IN YOUR SOLE DISCRETION AND AT YOUR SOLE RISK TO ENTER INTO A DIRECT CONTRACT OR OTHERWISE REACH AGREEMENT WITH OR PURCHASE A PRODUCT FROM A SERVICE PROVIDER, AND Ascent Capital DOES NOT GUARANTEE OR WARRANT ANY SERVICE PROVIDER’S PERFORMANCE OR PRODUCTS OR THE OUTCOME OR QUALITY OF THE SERVICES PROVIDED. SHOULD YOU HAVE A DISPUTE WITH A SERVICE PROVIDER, YOU MUST ADDRESS THE DISPUTE WITH THAT SERVICE PROVIDER DIRECTLY, AND YOU HEREBY AGREE TO RELEASE Ascent Capital, ITS EMPLOYEES AND AGENTS OR OTHER PERSON, FIRM, OR ENTITY FROM ANY AND ALL DAMAGES OR CLAIMS, INCLUDING CONSEQUENTIAL AND INCIDENTAL DAMAGES OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR DISPUTES AND DEALINGS WITH SERVICE PROVIDERS.

U.S. Jurisdiction

If you are located outside of the United States, you use or access the Website solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Ascent Capital makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity. The content, material and information contained on the Website does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Website can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Website does not constitute an offer or solicitation to sell securities referred to on this Website, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity. This Website is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Website that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.

Entire Agreement

The Terms (including the documents and instruments referred to in the Terms) constitute the entire agreement and understanding of the parties with respect to the subject matter of the Terms, and supersede all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.

Force Majeure

Neither party will be responsible for failure to perform any obligation under this Agreement due to causes beyond the reasonable control of such party, including but not limited to strikes, lockouts, riots, epidemics, war, government regulation, fire, flood, natural disasters, Acts of God, or inadequacies of equipment, or other cause beyond the reasonable control of such party.

Severability

If any provision of the Terms is found unenforceable, that provision will be deemed to be modified to the extent necessary to make it enforceable, while preserving its intent. If any provision of the Terms is nonetheless held unenforceable in any jurisdiction, the provision will be enforced to the maximum extent permissible in that jurisdiction, and the enforceability of the Terms in any other jurisdiction and of the remaining provisions in that jurisdiction will not be affected. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act

The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential Investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Website periodically for changes and modifications and agree not to contest the admissibility or enforceability the Website’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Ascent Capital shall have a reasonable period to effect such a change and Ascent Capital may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

Waiver and Integration

A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms will not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms. These Terms of Use and other referenced materials are the entire agreement between you and Ascent Capital with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Ascent Capital with respect to the Service and govern the future relationship.

Taxes

Since Ascent Capital may have nexus with one or more states, it may be required to collect from you and remit to the appropriate state tax on your purchases. In such event, you will be advised at the time invoiced that tax has been collected and remitted. Otherwise, you may be liable for the collection and remittance of tax to your state of residence. Questions concerning the application of tax should be addressed to either your tax advisor or the appropriate representatives in your state or local government.

Termination Of Ascent Capital Website Access And Account.

You understand and agree that Ascent Capital in its sole discretion, may terminate your account and any corresponding subscriptions, delete any content stored in your account, direct you to cease using the Ascent Capital Services, and discontinue or restrict your access to the Ascent Capital Services, all without notice to you and for any reason. In addition to the foregoing, you agree and understand that your Agent may terminate your Account in his or her sole discretion and that if your Agent ceases to be an Agent User then your Ascent Capital Consumer account will be terminated. You agree that Ascent Capital shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Ascent Capital Services, your account, or any parts thereof.

Updated August 2024. This content was written by an employee of Ascent Capital TX LLC. (“Ascent Capital”) and has been prepared solely for informational purposes. The information contained herein or presented herewith is not a recommendation of, or solicitation for, the subscription, purchase or sale of any security or offering, including but not limited to any offering which may invest in the geographic area(s) or asset type(s) mentioned herein, whether or not such offering is posted on the Ascent Capital Platform. Though Ascent Capital believes the information contained and compiled herein has been obtained from sources believed to be reliable, Ascent Capital makes no guarantee, warranty or representation about it. Any projections, opinions, assumptions or estimates used are for example only and do not represent the current or future performance of the subject thereof. All projections, forecasts, and estimates of returns or future performance, and other “forward-looking” information not purely historical in nature are based on assumptions, which are unlikely to be consistent with, and may differ materially from, actual events or conditions. Such forward-looking information only illustrates hypothetical results under certain assumptions.

Ascent Capital is not a registered broker-dealer or investment adviser. Nothing herein should be construed as an offer, recommendation, or solicitation to buy or sell any security or investment product issued by Ascent Capital or otherwise. This page is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any investor. All investing involves risk, including the possible loss of money you invest, and past performance does not guarantee future performance. All investors should consider such factors in consultation with a professional advisor of their choosing when deciding if an investment is appropriate.