TERMS OF USE

As required by the U.S. Securities and Exchange Commission, this password-protected website may only be accessed by existing clients of James River Capital Corp. and Summit Action LLC, and prospective clients of James River Capital Corp. and Summit Action LLC who, among other requirements, are qualified as accredited investors or who generally are sophisticated in financial matters such that they are capable of evaluating the merits and risks of prospective investments.

If you have any questions as you navigate this web portal, please feel free to contact our Client Services team at 804-578-4508.

All NON-US INVESTORS agree to reference the applicable disclaimers presented herein.

Please read the following terms and conditions ("Terms of Use") before using the JAMES RIVER CAPITAL CORP./SUMMIT ACTION LLC (collectively, the "Companies") website (the "Website"). Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and the Companies. The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Website is not available to persons under age 18. By accessing and using the Website, you accept, without qualification, these Terms of Use. If you do not approve and accept these Terms of Use without qualification, you should exit the Website immediately. 

PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Website is for your personal and non-commercial use. The Companies grant you a non-exclusive, non-transferable and limited personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Website. You may not link other websites to the Website without the Companies' prior written permission. You may print one hard copy of the information and download one temporary copy of the information into one single computer's memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact. You may not allow others to use your user name or password to access or use any part of the Website. If your password has been compromised for any reason, you should contact the Companies immediately for a new password. If you provide your password to any third party, you will be solely responsible for any actions taken by such third party using your password. All information on the non-public (i.e., password-restricted) areas of the Website is confidential and private and you may not disclose or distribute such information to any other person for any purpose and is made available solely for your personal use in connection with your investment activities.

You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written permission of the Companies. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website, or bypass any measures that we may use to prevent or restrict access to the Website. Any rights not expressly granted herein are reserved. 

NO SECURITIES OFFERING OR INVESTMENT ADVICE

JAMES RIVER CAPITAL CORP. (“JRCC”) is a registered investment adviser under the U.S. Investment Advisers Act of 1940, as amended. SUMMIT ACTION LLC operates under an exemption from registration as a registered investment adviser under the U.S. Investment Advisers Act of 1940, as amended. The material contained in this web site is intended to present a general summary of the Companies’ venture capital investments and is not soliciting any action based upon it. Further information on JRCC- related products (including fee structure) may be obtained from JRCC’s Form ADV, which is available without charge upon request. 

The information on the Website is intended to enable investors to understand the nature of the Companies’ financial advisory services. It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The information in the Website should not be construed as the Companies' endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving any information found on the Website, and the Companies urge you to make sure that you understand these risks before relying on, using or retrieving any information on the Website. You should evaluate the information made available through the Website, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information. The Companies' services are designed to integrate with the services provided by its clients' other financial, legal and tax advisers, not to replace their services.

You acknowledge that any of your requests for information are unsolicited and any information shall neither constitute nor be construed as investment advice from the Companies’ to you or to form an investment advisory relationship, or any other client relationship between you and the Companies or any of its affiliates or employees. The Companies strongly recommend that you seek outside advice from a qualified securities professional. The Companies do not guarantee the suitability or potential value of any particular investment or information source. The Companies (including principals, affiliates and entities related to them) may invest or otherwise hold an interest in companies or securities that may be discussed on the Website. Further, products advised by the Companies contain substantial capital that is directly or indirectly from proprietary sources.

Information on the Website is not to be construed as an offer to sell or the solicitation of an offer to buy any security. Any such offer or solicitation can only be made by means of the delivery of a Confidential Memorandum, which contains a description of the significant risks involved in such an investment. All figures are estimated and unaudited unless otherwise noted and are shown net of all expenses, management fees and estimated incentive allocations/carried interest. All figures reflect the reinvestment of dividends and other earnings, where applicable. Actual returns may differ from the reported results due to differences in contribution dates, fee structures and new issue eligibility.  All portfolio companies shown are those held in products managed by the Companies since inception which have total investment over $300,000; other portfolio companies held in such products not meeting this criteria are not displayed. All investments past and present are available on request.

Notwithstanding the foregoing, please note the following with respect to products managed by the Companies: Investments in any product are meant for sophisticated investors and involve a high degree of risk. Investors can lose all or a substantial portion of their investment. Investment returns may be volatile. Investments in may not be diversified and will be highly illiquid. Products have substantial fees and expenses which may offset profits. Investments are subject to significant restrictions on transfers. There is no secondary market for interests in any product managed by the Companies and none is expected to develop. Any use of leverage could exacerbate losses. 

PAST PERFORMANCE IS NOT COMPARABLE

If applicable, performance data presented on the Website reflect net figures, including the deduction of expenses, management fees and carried interest/ incentive fees and allocations. 

The Companies believe that investments shown on the Website were generated with an investment philosophy and methodology similar to that described in the funds' respective Confidential Private Offering Memoranda and that the Companies would expect to use in the future. Future investments, however, will be made under different economic conditions and in different securities and may be made using different investment strategies than were used during the times discussed herein. Furthermore, any performance or investments discussed herein reflects a limited investment period during specific economic or market cycles that could vary markedly in the future.  One should not assume that any product that the Companies advise will experience returns, if any, comparable to those described herein, if applicable. Past performance does not indicate future returns. The performance results have not necessarily been compiled, reviewed or audited by an independent accountant. Results are based on the internal books and records of the Companies and are subject to adjustment when that fund's financial statements for the current year are audited. 

TRUTHFUL INFORMATION

As a condition to your use of the Website, you represent and warrant to, and agree with, the Companies that, all of the information that you provide shall be truthful, accurate and complete. 

DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY THE COMPANIES OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES. 

THE COMPANIES AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE WEBSITE AT ANY TIME WITHOUT NOTICE. THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS. 

THE COMPANIES AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE COMPANIES AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. 

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE WEBSITE. IN NO EVENT SHALL THE COMPANIES AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS WEBSITE OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANIES OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE COMPANIES AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE WEBSITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE WEBSITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE WEBSITE. 

OWNERSHIP OF CONTENT

The Website and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software ("Content"), are the property of the Companies and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Website are proprietary to the Companies, including all registered and unregistered trademarks and service marks of the Companies.  If the Website includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. Your use of any Content, whether owned by the Companies or any third party, without the Companies' express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of the Companies’ copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of the Companies. 

NO RELIANCE

While the Companies use reasonable efforts to update the information on this Website, the Companies make no representations or warranties as to the accuracy, reliability or completeness of any information at this Website. Any contents at this Website are subject to change without notice. 

MATERIAL TO BE CONSULTED IN ITS ENTIRETY

All materials in this Website are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download. 

PRIVACY

To the extent that the Companies collect any information from users of the Website, the collection and use of such information is governed by the Companies' Privacy Policy, which you should read before providing any information.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Website, you represent and warrant to, and agree that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use. 

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company in the Website are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of the Companies or that the Companies endorse, recommends or approves the services or products of such companies. Links to outside commentary, if application, reflect only the author's opinion and not necessarily that of the Companies. 

LINKS TO THIRD PARTY WEBSITES

The Website may contain hyperlinks to websites operated by parties other than the Companies, which the Companies may not have been screened or reviewed and which may contain inaccurate, inappropriate or offensive material, products or services. The Companies do not control such websites, and they assume no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. The Companies’ inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. 

MODIFICATION AND MONITORING OF WEBSITE

The Companies may, at their discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. Any user is advised to check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If a user accesses the Website after changes are posted to these Terms of Use, the user is deemed accept the changed Terms of Use. The Companies expressly reserve the right to monitor any and all use of the Website. 

TERMINATION AND CANCELLATION

The Companies may modify or terminate the Website and terminate user access to the Website, without notice at any time and for any reason. 

INDEMNITY

Users agree, at their own expense, to indemnify, defend and hold harmless the Companies, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in, arising out of or in any way related to a user’s breach of these Terms of Use or the Privacy Policy, a user’s use of the Website or any product or service related thereto, or any of user’s other acts or omissions. 

JURISDICTIONAL ISSUES AND APPLICABLE LAW

Unless otherwise specified, the Companies controls and operates the Website from JRCC’s offices within the Commonwealth of Virginia, United States of America. 

The Companies do not claim that materials in the Website are appropriate or available for use in locations other than Virginia. If you choose to access the Website from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws. 

Software from the Website is further subject to United States export controls. Software from the Website may not be downloaded or otherwise exported or reexported outside the United States. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States. 

These Terms of Use are governed by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions. Any user hereby consents to the exclusive and personal jurisdiction and venue of courts within 15 miles of the City of Richmond, Virginia which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. 

GENERAL

All users agree that no joint venture, partnership, employment or agency relationship exists between a user and the Companies as a result of these Terms of Use or use of the Website. 

The Companies’ performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of the Companies’ right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by the Companies with respect to such use. 

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect. 

By reviewing or using the information on the Website after accessing the Website, each user represents and warrants that (a) it has the authority to enter into these Terms of Use and create a binding contractual obligation, (b) that it understands and intends these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) that a user will use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the Companies may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 

These Terms of Use constitute the entire agreement between any user of the Website and the Companies with respect to the Website and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Companies with respect to the Website. 

All users agree to be bound by any agreement or consent it transmits to or through the Website via any media or electronic device, including internet, telephone and wireless devices.