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TERMS AND CONDITIONS



This website (“Site”) is brought to you by, and the property of, Sagard Holdings ULC (collectively, with its subsidiaries and affiliates, “Sagard”, “Sagard Capital”, “us”, “our” and “we”). Our place of business is 280 Park Avenue, 3rd Floor West, New York, NY 10017. Please see the Contact page for further information about how to contact us. Please read the following information carefully before using the Site. By using the Site you agree that you have read and accepted these terms and conditions (the “Agreement”) and the restrictions governing the use of the Site. This Agreement is a binding agreement that governs your access and use of the Site, which includes any information, data, tools, products, services and other material available on or through the Site.

Limited Use:

Sagard grants you a limited right to use the Site. Your right to use the Site is subject to your agreement to abide by this Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason we may revoke your right to use all or any portion of the Site. You may not violate or attempt to violate the security of the Site. No offer or advice: The material set out in the Site is provided for information purposes only and is subject to change without notice. Nothing on the Site should be construed as a solicitation, offer or invitation, or recommendation, to acquire or dispose of securities or any other investment or to engage in any other transaction. Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy. We do not give any advice or make any representations through the Site as to whether any security or investment is suitable for you or will be profitable. Nothing contained on any part of the Site constitutes investment, legal, tax or other advice nor is it to be relied upon in making an investment or other decision. You should obtain relevant and specific professional advice and check the accuracy of all relevant information before making any investment decision.

Accuracy of Information:

Any information relating to our investments is derived from publicly available information provided by the applicable issuer, and we assume no responsibility for such information (or for the timeliness of any such information). Sagard makes no representation, undertaking or warranty that the information contained in the Site is accurate, reliable or complete. Dated content available on the Site speaks only as of the date indicated.

Third Party References; External Sites:

The Site may contain references to third parties or links to other sites or addresses. When you access certain links in this website you may leave the Site. If you access any third party web site through the Site or otherwise, you do so at your own risk. External sites are not part of this Site and do not belong to us. We do not endorse or accept any responsibility for the content of such external websites, nor the products or services on them. Any external websites are independent from us, and we have no control over or responsibility for the information provided, the accuracy of such information, or activities undertaken on such sites. We do not control any third parties, nor do they control us, and we assume no liability or responsibility with respect to any such third party.

Prohibited Visitors:

Access to this Site and any information on the Site is not directed at any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) it is prohibited to access the Site or direct such information for any reason. If you are a person in a jurisdiction in which such prohibitions apply you must not access this Site.

Warranties and Limitations of Liability:

THE SITE IS PROVIDED “AS IS” AND YOUR ACCESS AND USE OF IT IS AT YOUR OWN RISK. To the extent permitted by law and unless otherwise specifically set out in this Agreement, we make no warranties, representations or undertakings in respect thereof and all warranties representations, undertakings, or other terms or any kind, whether express or implied by statute, custom or usage (including, without limitation, warranties as to satisfactory quality, fitness for purpose or skill and care) relating to the Site and the information contained in or omitted from the Site are excluded. Sagard is not responsible for any errors or omissions or for the results obtained from the use of any information on this Site or for any technical problems you may experience with the Site. To the fullest extent permitted by law, Sagard (and its affiliates, agents or licensors) does not and shall not have any liability, whether in contract, tort, negligence, misrepresentation or otherwise, for any direct or indirect loss or damage caused, directly or indirectly, by your use of the Site or the information contained on the Site or provided to you pursuant to your use of the Site. In no circumstance shall Sagard (or any of its affiliates, agents or licensors) be liable for any direct, indirect, incidental, special, consequential or other loss or damages (including, without limitation, loss of profit, business opportunity, loss of goodwill, anticipated savings or data) arising from: (i) your inability to use the Site at any time or any error in the provision of or contained in the Site; (ii) unauthorized access to or alteration of the Site or any information or data transmitted in relation to the Site; (iii) any error, fault, computer virus or other computer or data-corrupting or data-damaging material transmitted through the Site; (iv) third party services outside Sagard’s reasonable control (including, but not limited to, telephone and browser services and your use of email or other electronic communications to contact or instruct us, and any delay in our receipt or confirmation of such a communication, any interception of or changes to such a communication and any reasonable delay in acting on such a communication), whether such services are used by you to access the Site or otherwise; (v) your use of and/or reliance on other web sites to which you have gained access by means of hyperlinks or references published on the Site; or (vi) any inaccurate information, material or opinions published on the Site (or accessed via the Site or referenced by the Site) or your reliance thereon. For the avoidance of doubt this provision shall apply whether or not the relevant loss or damage arises by reason of Sagard’s negligence or in contract, tort, misrepresentation or otherwise. SAGARD’S LIABILITY IS LIMITED EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION OR BASIS. You shall be liable to Sagard for any loss, liability or cost that Sagard (or any of its affiliates) suffers as a result of your use of the Site or any breach of this Agreement, and in particular any warranties, representations or undertakings made, by you. You agree to indemnify, defend and hold harmless Sagard and its affiliates, agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) that arise from or relate to: (a) your use of the Site; (b) your breach of this Agreement or any representation, warranty or covenant made by you in this Agreement; (c) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights, or (d) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this Agreement.

Intellectual Property Rights and Ownership:

Unless stated otherwise, the information, materials, logos, images, software, text, graphics, charts, articles, reports, presentations and other materials contained in this Site are the property of Sagard or its affiliates or its licensors, with all rights reserved. Sagard and/or other Sagard marks referred to on the Site are trademarks or service marks which belong to Sagard and its affiliates. No visitor may use such trademarks or service marks or other devices without the prior written consent of Sagard. Other product and company names reproduced on the Site may be the trademarks (registered or otherwise) of the respective owners, and all rights in the material on any other web sites which you may be able to link to from the Site may be owned by third parties, with all rights reserved by such parties.

You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this Agreement. As a visitor to the Site, you may view the Site and you are welcome to print minimal hard copies of material on it for your personal, non-commercial use. You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site. All other copying or distribution of any part of the Site whether in electronic, hard copy or other format is prohibited. Any copies must not alter the original content and must reproduce our copyright notices.

Submissions:

If you send any communications or materials to the Site by electronic mail or otherwise, including any comments, data, questions, suggestions or the like, all such communications are, and will be treated as, Sagard’s property. Thus, you give up any claim that any use of such material violates any of your rights including moral rights, privacy rights, proprietary or other property rights, publicity rights, rights to credit for material or ideas, or any other right, including the right to approve the way we use such material. We are free to use, without any compensation to you, any concepts, ideas, know-how or techniques contained in any communication that you send to the Site or to us for any purpose whatsoever, including but not limited to developing business plans or investment strategies. We are not obligated to use any such ideas or materials and you have no rights to compel such use.

Changes:

Sagard reserves the right to make any changes to these terms and conditions at any time and it is your responsibility to check for any changes to these terms and conditions. You will be bound by revised versions of these terms and conditions that Sagard posts on the Site. Modifications will be effective immediately upon posting unless we indicate otherwise.

Website Security:

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, the password and log-in functionality used to authenticate users; (iii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iv) attempting to interfere with services to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (v) sending unsolicited email, including promotions and/or advertising of products or services; (vi) forging any TCP/IP packet header or any part of the header information in any email or posting; (vii) using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third party web browsers; (viii) reverse engineering, decompiling or disassembling the underlying software; (ix) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or (x) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Site. Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users of the Site if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread of a virus, security breach or system malfunction.

Miscellaneous:

Sagard reserves the right to change, suspend, or discontinue all or any part of the Site or its content at any time without prior notice or liability. If a competent court of law or authority finds that any part of these terms and conditions is invalid, unlawful or unenforceable to any extent, the remainder of these terms and conditions shall continue to be valid and enforceable to the fullest extent permitted by United States law. This Agreement constitutes the entire agreement between you and Sagard relating to the public facing elements of the Site and your use of these portions of the Site, and supersedes any prior agreements or understandings not incorporated herein with regards to these portions. Certain restricted areas of the Site may require you to agree to supplemental terms and conditions. This Agreement is not intended to, and does not, modify or amend any other agreements you may have with Sagard regarding other matters. Sagard reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement (and/or your access to all or any part of this Site or any other Sagard site or any content therein) at any time and for any reason or no reason without prior notice or liability. Upon any termination of this Agreement you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under the Agreement or otherwise. If this Agreement is terminated, the following provisions shall survive: Accuracy of Information; Third Party References, External Sites; Warranties and Limitation of Liability; Intellectual Property Rights and Ownership; Submissions; Website Security; Miscellaneous. These terms and conditions are governed by the laws of the state of New York and United States law. The courts of New York shall have exclusive jurisdiction in relation to any dispute arising out of your use of the Site or arising from or connected with these terms and conditions and you hereby submit to the exclusive jurisdiction of the courts of New York.

Contact:

Thank you for visiting Sagard’s Site. Please contact us at info@sagardholdings.com if you have any questions about the Site or this Agreement. Electronic mail or other communications through this Site to Sagard (or any of its employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.