Terms and Conditions and Privacy Policy

LAST UPDATED: DECEMBER 11, 2023

Thank you for visiting our website at www.northroadcompany.com ("Site"). This Site is operated by North Road Opco, LLC ("North Road", "we", "us", or "our") and allows you to learn about our business and content. These Terms and Conditions ("Terms and Conditions") and the Privacy Policy (defined below) govern your use of the Site, and your agreement is a condition precedent to using this Site. Please read these Terms and Conditions and the Privacy Policy carefully before proceeding, as they constitute a legally-binding contract.

TERMS AND CONDITIONS

Binding Effect

BY ACCESSING OR USING THIS SITE, YOU AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY, TO WHICH WE RESERVE THE RIGHT TO MAKE CHANGES FROM TIME TO TIME, CONSISTENT WITH APPLICABLE LAW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THIS SITE.

THE DISPUTE RESOLUTION SECTION OF THESE TERMS AND CONDITIONS CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT WAIVE YOUR RIGHT TO A COURT HEARING AND JURY TRIAL.

Age Requirements for Use of this Site

Individuals under the age of majority in their state of residence are not eligible to use this Site and may not submit any personal information to us. By using this Site, you hereby represent that you are at least the age of majority in your state of residence.

Modification to these Terms and Conditions

We will post a notification on this Site in the event of any changes to these Terms and Conditions. Such changes, whether in the form of modifications, additions, or deletions, shall be effective when specified in the relevant notification. Please check Privacy Policy and these Terms and Conditions and the Privacy Policy periodically for changes. Your continued access to or use of this Site following our posting of any changes to Privacy Policy and these Terms and Conditions means that you accept those changes. You should consult the Privacy Policy and Terms and Conditions each time you visit the Site. IF YOU DO NOT AGREE TO SUCH CHANGES, DO NOT CONTINUE TO ACCESS OR USE THIS SITE.

Restrictions on Use

Solely for Personal Use

​You may browse this Site solely for your personal enjoyment. This Site or any portion of this Site may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, duplicated, sold, resold, reused, transmitted, visited, used to create a derivative work or otherwise used for public or commercial purposes or otherwise exploited for any purpose without our express prior written consent.

​Sources of Information

Certain information contained on the Site was obtained from published and nonpublished sources, including from companies in which we or our affiliates advised, partnered with, managed or invested in. Such information may not have been, and in many cases, has not been, independently verified by us. We do not assume responsibility for the accuracy of such information (or for updating the Site based on facts learned following its publication). The analyses contained in any article posted on the Site represent the applicable author's opinion on the date of such article's publication and these assessments were not independently verified.

Accuracy of Information as Condition to Site Access

​To access parts of this Site or some of the resources it offers, you may be asked to provide certain, sometimes personal, information. It is a condition of your use of this Site that all the information you provide on this Site is correct, current, and complete. Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a breach of these Terms and Conditions.

Restricted Transmission

​You agree not to use any data, device, software, or routine to interfere with the proper functioning of the Site. In using the Site, you may not:

• Transmit or publish any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, or indecent information of any kind, including images and language;
• Transmit or publish any message that constitutes, encourages, or incites conduct that would constitute a criminal offense or give rise to civil liability;
• Transmit, publish or solicit any information, software, or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights; is protected by copyright, trademark, or other proprietary rights; or is a derivative work with respect thereto, without first obtaining permission from the owner or right holder;
• Transmit or publish any information which is used to unlawfully collude against another person in restraint of trade or competition;
• Transmit or publish any information, software, or other material that contains a virus or other harmful component;
• Use any software, tool, data, device, or other mechanism to navigate or search the Site, other than generally available browsers or the search engine provided by Company;
• Frame or utilize framing techniques to enclose any aspect of this Site, including any trademark, logo, or other proprietary information (including, but not limited to, images, text, page layout, or form) without our express written consent; or
• Use any metatags or any other "hidden text" utilizing our name or trademarks without our express written consent.

Other Restrictions

Additionally, you are prohibited from, and agree not to do, any of the following:

• Access content or data not intended for you or logging onto a server that you are not authorized to access;
• Violate or attempt to violate the security of the Site (including without limitation, accessing user accounts, servers or data without authorization, probing or testing the vulnerability of the Site's authentication measures, security or system infrastructure without proper authorization, or otherwise interfere with service to any user, host or network);
• Use any device, software or routine to attempt to interfere with the Site's functionality or appearance;
• Data mine, data scrape or otherwise attempt to use any software, device, tool or technique (including without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site to harvest, extract or collect information from the Site
• Attempt to probe, scan, or test the vulnerability of this Site, or any associated system or network, or to breach security or authentication measures without proper authorization;
• Interfere or attempt to interfere with service to any visitor, host, or network, including, without limitation, by means of submitting a virus to this Site, overloading, "flooding," "spamming," "mail bombing," or "crashing" or otherwise take any action that may result in damage, impairment or overload of the Site's infrastructure;
• Use this Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services;
• Forge any TCP/IP packet header or any part of the header information in any e-mail or in any posting;
• Attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code or software used by us in providing this Site;
• Use the Site to violate anyone's rights or applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of any national or other securities exchange or do anything malicious, misleading, defamatory, libelous, abusive, fraudulent, deceptive or discriminatory;
• Assist or encourage violations of these Terms and Conditions or applicable laws or regulations; or
• otherwise invade the privacy of, obtain the identity of, or obtain any personal information about any user of the Site.

You warrant that when using this Site, you will not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including regulations promulgated by or the rules of any national or other securities exchange. Your compliance with the Privacy Policy and Terms and Conditions and all other rules, procedures, policies, terms and conditions that govern all or any portion of the Site is a condition to your right to access the Site. Your breach of any provision contained therein will automatically, without the requirement of notice of other action, revoke and terminate your right to access the Site and you will be fully liable for conversion, misappropriation, trespass to chattels, and all other claims and causes, regardless of the identity of the claimant or injured party, arising from or relating to your continued use of the Site after such breach. Further, 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 to the Site if it believes that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.

Copyrights, Trademarks, and Other Proprietary Rights

When accessing this Site, you agree to obey the law and to respect the intellectual property rights of others. You agree that you shall be solely responsible for any violations of any relevant laws and for any infringement of third-party rights caused by any User Content (defined below) that you provide or transmit to us.

​All content on this Site, including text, hidden text within our source code, trademarks, software, photos, video, images, graphics, music, sound, or any other digital media is subject to protection by patent, copyright, trademark, or other proprietary rights. In addition, the entire content of this Site is copyrighted as a collective work under the United States copyright laws, and we or our licensors own the copyright in the selection, coordination, arrangement, and enhancement of such content, as well as all other intellectual property rights.

​All trademarks, trade names, trade dress, logos, and service marks (collectively, the "Trademarks") appearing on this Site are the property of their respective owners, including, in some instances, us and/or our partner companies. Nothing contained on this Site or these Terms and Conditions serves to grant you, by implication, estoppel or otherwise, a license or right to use any of the Trademarks or copyrights owned by us or such other third party that may own the Trademark or copyright displayed on the Site.

Nothing in these Terms and Conditions and the Privacy Policy shall constitute a waiver of any trademark or other intellectual property rights concerning the Trademarks. You may download or copy content on the Site only to the extent such download is expressly permitted in writing on the Site. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Site, any content thereof, or any related software. You must retain all copyright and trademark notices, including any other proprietary notices, contained in the materials, and you must not alter, obscure or obliterate any of such notices. The use of such materials on any other website or in any environment of networked computers is prohibited.

Monitoring; Copyright Complaints

You agree that we have the right, but not the obligation, to monitor, edit, disclose, refuse to post, or remove at any time, for any reason in our sole discretion, any material and content anywhere on this Site. Notwithstanding this right, we do not and cannot review all materials submitted to this Site. If notified, we may investigate an allegation that content transmitted to us is in violation of these Terms and Conditions and determine whether to have the communication removed. However, we are under no obligation to remove content and assume no responsibility or liability arising from or relating to any actions or content transmitted by or between you or any third party within or outside of this Site, including, but not limited to, any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained therein.

Confidentiality

All information available through any restricted or password-protected area of the Site is confidential and proprietary to us. You will keep such information strictly confidential and will not disclose any of this information to any person or use it for any purpose other than as strictly permitted by us. Any information or materials sent to this Site will become the property of ours and will be treated as NOT CONFIDENTIAL. We may use such information for any purpose whatsoever.

Feedback, Submission & User Content

Any feedback, suggestions, questions, opinions, techniques, comments, ideas, notes, concepts, screenplays, content ideas, and other similar information relating to the Site or us that you provide to us on the Site, via email, mail or other platforms, including by "tagging" us or engaging with us in social media posts on third party platforms (but excluding your PII (as defined below)) (collectively, "Submissions") is deemed to be our proprietary information. We may use such Submissions for any purpose, including, but not limited to, improvement and modification of the Site, and we shall own all rights, title and interest in and to the Submissions and such improvements and modifications.

​This Site may contain message boards, profiles, and other interactive features that allow users to post, submit, publish, display, or transmit content, materials and Submissions, including, but not limited to, photos, videos, other creative transmissions ("User Content"). All User Content must comply with the standards set out in these Terms and Conditions. By providing any User Content on this Site or other platforms, including by "tagging" us or engaging with us in social media posts on third party platforms, you hereby grant to us and our affiliates, and each of their respective licensees, successors, and assigns a non-exclusive, irrevocable, unrestricted, perpetual, transferable, sublicensable, worldwide and royalty-free and fully paid-up right and license to use, reproduce, modify, perform, display, distribute, adapt, edit, combine with other materials, publish, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, and distributors), and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your User Content, for any purpose whatsoever (including for advertising and marketing purposes), in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You represent and warrant that you own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates, and each of their respective licensees, successors, and assigns. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights.

Our receipt of your User Content is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your User Content.

You understand and agree that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your User Content is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your User Content.

You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant us the rights granted in this Section, and that any User Content you provide will not violate, infringe, or misappropriate any rights of any third party. You alone, though, retain whatever legally cognizable right, title, and interest that you have in your User Content and remain responsible for them. Your User Content may be used by us and our service providers for any purpose discussed herein and in conjunction with any purpose stated in the Privacy Policy.

You acknowledge that we, along with our affiliates and subsidiaries, are engaged in the digital, media, sports and entertainment industries, and may from time to time develop, produce, or exploit ideas, content, concepts, notes, etc. that may be similar or identical to or competitive with the Submissions and your submission of the Submissions shall not prevent us from doing so, nor give you any right, title or interest in our projects. You acknowledge that you do not intend for us to return any copies of the Submissions submitted to us, and you hereby release us of and from any and all liability for loss of, or damage to, such copies. You hereby release and absolutely and forever discharge us of and from any and all claims, damages, legal fees, costs, expenses, debts, actions and causes of action of every kind and nature whatsoever, whether now known or unknown, suspected or unsuspected, asserted or unasserted, which you now have, or at any time heretofore ever had or which you may have in the future, against us which in any way arise out of or in connection with any such similar or identical Submissions.

​The terms "Submissions" and "User Content" do not include any personally identifiable information, such as your name and e-mail address (collectively, "PII") that you may provide to us, and which is subject to the privacy terms set forth in our Privacy Policy. To access parts of this Site or some of the resources it offers, you may be asked to provide certain information, including, but not limited to, PII. It is a condition of your use of this Site that all the information you provide on this Site, including, but not limited to, PII, is correct, current and complete.

Third Party Content and Linked Sites

References on this Site to any names, marks, products or services of third parties who may or may not be affiliated with us, or hypertext links to third party sites or information or content provided by third parties, are provided solely as a convenience to you and do not in any way constitute or imply our or any of our subsidiaries' or affiliates' endorsement, sponsorship, referral or recommendation of the third party, its information, materials, products or services, and any such third party sites or information or content may be located in different countries that may be subject to different regulatory and other legal requirements. We are not responsible for the practices or policies of such third parties, nor the content or products of any third party sites, and do not make any representations or warranties regarding (i) third party materials, products or services, (ii) the content or accuracy of any material on such third party sites or (iii) transactions occurring over such third party sites. We have not independently verified the content of any such third party sites. Furthermore, we are not the seller of any products purchased from any third party retailers and are in no way responsible for shipping their products. If you decide to link to any such third party sites, you do so entirely at your own risk. You are advised to review the terms of use and privacy policies of any website that you visit, and direct all complaints, claims, concerns or questions regarding such third party, its information, materials, products or services to the applicable third party.

Social Media Channels

The content on this Site and our social media channels, including Twitter, Instagram, LinkedIn, YouTube and Facebook provided as information only. It does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. We do not warrant the accuracy, completeness or usefulness of the information available on this Site our social media channels. We do not control and are not responsible for any third party content on such channels or on other third party sites that may be linked to by such channels. Such third party content or sites should not be presumed to reflect our view of or that of or our personnel. We are not responsible for the ramifications of your use of such channels or such third party content or sites, or for any third party's policies or practices regarding security, privacy, use or other matters.

Other Agreements

Nothing contained in these Terms and Conditions is intended to modify or amend any other written agreement you may have with us ("Other Agreements"), if any, which may currently be in effect. In the event of any inconsistency between these Terms and Conditions and any Other Agreements, the Other Agreements will govern.

We cannot and do not assure that other users are or will be complying with these Terms and Conditions, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

Site Updates

We will not be liable if, for any reason, all or part of this Site is ever unavailable. From time to time, we may restrict access to all or some of this Site. We undertake no obligation to update, amend, or clarify information on this Site, except as required by law. No specified update or refresh date applied on this Site should be taken to indicate that all information on the Site has been modified or updated. Please remember when reviewing information on this Site that such information may not represent the complete information available on a subject. In addition, subsequent events or changes in circumstances may cause existing information on this Site to become inaccurate or incomplete.

​On occasion, information on this Site may contain errors, including, without limitation, typographical errors, inaccuracies, or omissions related to special offers. We reserve the right to, at any time without prior notice, correct any errors, inaccuracies, or omissions, and to change or update information if any information on the Site is inaccurate.

​ Linking and Framing

We do not permit others to link to or frame this Site or any portion thereof.

Please note that these Terms and Conditions apply only to this Site and not to other websites that may be accessible from this Site via hyperlink. We are responsible only for the content of our own Site. We encourage you to review the privacy policies and terms and conditions of all other websites that you visit.

International Use

​This Site's content are intended to comply with U.S. state and federal laws and regulations. Due to the global nature of the Internet, this Site may be accessed by users in countries other than the United States. We make no warranties that materials on this Site are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use this Site, then you should not do so. Those who choose to access this site outside the United States do so on their own initiative and are responsible for compliance with all local laws and regulations.

Disclaimer

THIS SITE AND THE INFORMATION, CONTENT, GRAPHICS, AND MATERIALS ON OR THROUGH THIS SITE AND ALL SERVICES OFFERED IN CONNECTION WITH THE SITE ARE PROVIDED AS IS; AS AVAILABLE AND WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THIS SITE, INCLUDING, BUT NOT LIMITED TO, THIS SITE'S INFORMATION, GRAPHICS, AND/OR OTHER MATERIALS WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THIS SITE, INCLUDING, BUT NOT LIMITED TO, THE HARDWARE AND INFRASTRUCTURE THAT MAKE IT AVAILABLE, IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS SITE OR THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY, OR OTHERWISE. NOTE THAT SOME JURISDICTIONS, SUCH AS THE STATE LAW OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON THE LENGTH OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. YOUR USE OF THIS SITE AND USE OR RELIANCE UPON ANY OF THE MATERIALS ON IT IS SOLELY AT YOUR OWN RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND OUR INDEMNIFIED PERSONS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF PROPERTY, REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE, EVEN IF SUCH PERSONS (OR THEIR REPRESENTATIVE(S)) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION INCLUDES DAMAGES TO, OR FOR ANY VIRUSES THAT, INFECT YOUR COMPUTER EQUIPMENT.

​IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF US AND OUR SUBSIDIARIES AND AFFILIATES, AND OUR AND THEIR RESPECTIVE MEMBERS, EMPLOYEES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, AGENTS, OFFICERS, DIRECTORS, AND MANAGERS TO OR THROUGH YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT OR TORT EXCEED $100.

​BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR DAMAGES AND THE DAMAGES OF OUR AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Indemnification

By using the Site, you acknowledge and agree: (a) that your use of the Site is at your sole risk; (b) that you assume full responsibility for all costs associated with your use of the Site; or (c) to indemnify, defend, and hold harmless us, our subsidiaries and affiliates, and our and their respective officers, directors, managers, partners, members, shareholders, employees, consultants, licensors, retailers, suppliers, advisors and agents (collectively, the "Indemnified Persons") from and against any and all claims(whether or not such claims are merely alleged or otherwise), losses, liability, costs and expenses (including, but not limited, to attorney's fees), arising from your use of the Site or related services or from your violation of these Terms and Conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing this Site using your Internet account. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you at your expense, and you shall not in any event settle or otherwise dispose of any matter without our prior written consent. In no event shall we be liable for any damages, losses or liabilities, in connection with your reliance on or use or inability to use the information, materials, products or services on the Site, or in connection with any failure of performance, error, omission, interruption, defect or delay in operation or transmission, computer virus, line or system failure or other computer malfunction even if we are advised of the possibility of such damages, losses, or expenses. We reserve the right to alter or remove the content of the Site or suspend or terminate your use in any way, at any time, for any reason, without prior notification, and will not be liable in any way for possible consequences of such changes.

Termination

We grant you a limited right to use the Site. We may, at any time, for any reason (or no reason) and without notice, suspend, cancel, or terminate your right to use the Site (or any portion of the Site). In the event of suspension, cancellation, or termination, you are no longer authorized to access the part of the Site affected by such suspension, cancellation, or termination. In the event of any suspension, cancellation, or termination, the restrictions imposed on you with respect to content accessible the Site, intellectual property ownership provisions and the disclaimers and limitations of liability provisions set forth in these Terms and Conditions, as well as all dispute resolution provisions and general provisions set forth below, shall survive and continue to apply to you.

Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms and Conditions when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, inability to obtain or delay in obtaining adequate or suitable supplies, breakdown of materials or telecommunications, or power outage.

Notices

We may send you responses or notices by e-mail, posting to this Site, or written communication sent by U.S. Postal Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Dispute Resolution

Governing Law

​ This Site is maintained and controlled by us from our offices in Playa Vista, California. These Terms and Conditions, your use of this Site and any claims relating to the Site shall be governed by and construed for both substantive and procedural purposes in accordance with the laws of the State of California, U.S.A., without giving effect to any principles of any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the laws of any jurisdiction other than those of the State of California to apply. We do not represent that information in the Site is appropriate or available for use in any specific location. Access to it from locations where its contents are illegal is prohibited.

Our failure to act with respect to a breach of these Terms and Conditions by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. You agree that if any dispute should arise between you and us, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.

​Jurisdiction

​This Site, this Site's content, and incentives are intended to comply with U.S. state and federal laws and regulations. If you are a non-U.S.-based user, be advised that other countries may have laws, regulatory requirements that are different from those in the U.S. You consent and submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, the State of California, United States of America, in all questions and controversies arising out of your use of this Site and these Terms and Conditions.

​Timing of Claims

​Any cause of action or claim you may have with respect to this Site must be commenced within 1 year after the claim or cause of action arises.

Injunctive Relief

You acknowledge that a violation or attempted violation of any of these Terms and Conditions will cause such damage to us as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that we will be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as recover from you any and all costs and expenses sustained or incurred by us in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security will be required in connection with such injunction.

​Arbitration and Venue

PLEASE READ THIS SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

​ By using the Site, you agree that we, in our sole discretion, may require you to submit any disputes arising from the use of the Site, related services or these Terms and Conditions concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the State of California, without giving effect to its conflict of laws principles.

​Class Action Waiver

​To the fullest extent permitted by applicable law, no arbitration under these Terms and Conditions shall be joined to an arbitration involving any other party subject to these Terms and Conditions, whether through class arbitration proceedings or otherwise. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than 1 person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

General

Our failure to insist upon or enforce strict performance of any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms and Conditions. We may assign our rights and duties under these Terms and Conditions to any party at any time without notice to you and without your express consent. You will not assign any of your rights or delegate any of your obligations under these Terms and Conditions without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms and Conditions. If any provision of these Terms and Conditions or Privacy Policy shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions but shall nonetheless be enforced to the fullest extent permitted by applicable law, and shall not affect the validity and enforceability of any remaining provisions. These Terms and Conditions, together with our Privacy Policy, constitute the entire agreement between us pertaining to the subject matter hereof and supersede in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter. Some people who endorse our content may receive consideration for their endorsement.

California Use Only

This Site is controlled and operated by us from our offices in the State of California. We make no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to this Site should not be construed as us purposefully availing ourselves of the benefits or privileges of doing business in any state or jurisdiction other than California. Those who access or use this Site from other jurisdictions do so at their own volition and are responsible for compliance with local law. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, in certain jurisdictions, some of the above limitations of liability may not apply to you; all other provisions of these Terms and Conditions remain in full force and effect.

Notice For California Users

Under California Civil Code Section 1789.3, California users of the Site are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N. 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. We may be contacted via email at corporate.legal@northroadcompany.com.

I HAVE READ THE TERMS AND CONDITIONS AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

PRIVACY POLICY

This Privacy Policy describes how we collect, use, and disclose the personal information we receive when you use and interact with our Site or otherwise in connection with your relationship with us, as well as rights that may be available to you with respect to your information. This Privacy Policy does not apply to personal information that we may collect offline and/or through other means.

Personal Information We Receive

Personal information is any information from or about an identified or identifiable person, including information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with you or your household. In the past twelve (12) months, we have obtained personal information as follows: directly from you, such as when you proactively submit information on our Site or use our services; and indirectly from you, such as when you interact with our Site. We may collect the following categories of personal information:

• Personal identifiers, such as your name, home address, telephone number and e-mail address, when you contact us directly, do business with us, or provide feedback.
• Device information, such as information about the computers, phones, and other devices used when interacting with our Site, which may include unique personal identifiers, online identifiers, the name of the domain and host from which you access the Internet, the browser software you use, your OS version, and IP address (which may be used to infer general location at a city or country level).
• Activity and usage information, or information regarding your use of our Site, including the time, date, and length of time of use; the pages you view, including the time spent on each page and clicks on each page; how you got to the Site (i.e., referring URL).

How We Use Personal Information

We use personal information to provide you with our services, as part of our agreement with you, or to maintain our relationship with you. This personal information may be used to fulfill your request or for internal business purposes, including, without limitation, for:

• Provide services and to fulfill your requests, perform our agreements with you, or to maintain our relationship with you;
• Research and analytical purposes, including to perform statistical analyses of user behavior and characteristics to better understand how users access and use the Site, improve the Site, respond to user preferences, and to perform internal quality control;
• Authentication, integrity, security, and safety purposes, including to maintain the safety, security, and integrity of our Site and to verify your identity;
• Communications, including to send communications regarding our Site, programs or services; respond to your inquiries; or advise you of changes to our Site;
• Legal reasons, including to comply with applicable laws, prevent potentially prohibited or illegal activities; and to enforce our Terms and Conditions; and
• Change of ownership, including to evaluate or conduct a merger, sale, or other acquisition of some or all of our organization or its assets.

How We Share Personal Information

We may disclose your personal information with our subsidiaries, with your consent, and in the following circumstances or as otherwise described in this Privacy Policy:

• Service Providers: We may engage third-party service providers to perform certain tasks on our behalf, including to provide, support, and improve the Site, provide and support our technical infrastructure, research and analytics, and other duties in connection with the Site. These service providers may have access to the information you submit through this Site, but only for the purpose of performing their duties in connection with the Site.
• Change of Control: We may share personal information with actual or prospective acquirers, their representatives and other relevant participants in, or during negotiations of, any sale, merger, acquisition, restructuring, or change in control involving all or a portion of our business or assets.
• Other: We may share personal information as needed to: (1) comply with applicable law or respond to, investigate, or participate in valid legal process and proceedings, including from law enforcement or government agencies; (2) enforce or investigate potential violations of our Terms and Conditions or policies; (3) detect, prevent, or investigate potential fraud, abuse, or safety and security concerns, including threats to the public; (4) protect our and our customers' rights and property; (5) resolve disputes and enforce agreements; or (6) with your consent or at your direction.

U.S. Privacy Rights

You may have certain rights to manage your personal information depending on where you live. Depending on your jurisdiction, the following rights may apply:

• Right to Know and Access. The right to know and access the personal information we have collected about you.
• Right to Data Portability. The right to receive a copy of the personal information described above in a portable format.
• Right to Correct. The right to correct inaccuracies in your personal information , in certain circumstances.
• Right to Delete. The right to request that we delete your personal information .
• Right to Opt-Out of "Sales" and/or "Shares" for Targeted Advertising. We do not sell or share your personal information for targeted advertising purposes, and therefore do not offer this right. We do not have actual knowledge that we "sell" or "share" the personal information of consumers under 16 years of age.
• Right to Opt-Out of Use of Sensitive Personal Information. We do not receive personal information that would be considered sensitive when you use or interact with this Site, and therefore do not offer this right.
• Right to No Discrimination. The right not to be discriminated against for exercising any of your privacy rights.
• Right to Appeal. Sometimes we are unable to process requests relating to your personal information, in which case, your request will be denied. If you are a resident of California or Virginia whose privacy rights request has previously been denied by us and you believe we denied it in error, you may appeal for reconsideration of your request by e-mailing corporate.legal@northroadcompany.com.

To exercise any privacy rights available to you, you may submit a request to us using the following methods:

• E-mail: You may email corporate.legal@northroadcompany.com
• Phone: You may call 1-833-713-0611

You may exercise these rights by submitting (or having your registered, authorized agent submit) a request to us by contacting us using the information below. We will provide a timely response, in accordance with applicable law. To respond to your request we may need to verify your identity or the authority of your authorized agent to make the request. If needed, we will verify your consumer request by comparing the information you provide to information already in our possession.

Retention of Personal Information

Unless otherwise stated above, we will keep your personal information for as long as necessary for the purposes identified in this Privacy Policy, or as permitted by applicable law. We use the following criteria to determine how long to retain personal information:

• Our relationship with you;
• Your requests to us regarding your information, or our products or services;
• Any legal obligations to retain the data, or for our own legal purposes (such as enforcing our agreements or litigation);
• Recommendations and legal requirements in applicable labor and employment; and
• Technical considerations and feasibility, and level of protections in place for your personal information.

Security

We use reasonable technical, administration, and physical controls to help protect your personal information from loss, misuse, unauthorized access, disclosure, alteration, and destruction. Please be aware that despite our efforts, no data security measures can guarantee security. We are not liable or responsible for use or disclosure of your personal information that is the result of unauthorized or illegal access to our systems or those of third parties. If you believe the security of your personal information has been compromised, please notify us immediately using the contact information below.

Changes to This Privacy Policy

We may update this Privacy Policy periodically to account for changes in our collection and/or processing of personal information, and will post the updated Privacy Policy on our website, with a "Last Updated" date at the top. Your continued use of our Site after the effective date of any modification to this Privacy Policy will be deemed to be your agreement to the changed terms.

How to Contact Us

If you have any questions or concerns about this Site and/or Terms and Conditions and the Privacy Policy set forth herein, please email the Corporate Legal Department at corporate.legal@northroadcompany.com or call us toll-free at 1-833-713-0611.