TERMS OF USE
Welcome to www.harriswilliams.com (“Harriswilliams.com” or the “Site”), which is owned and operated by Harris Williams LLC and its subsidiaries d/b/a/ Harris Williams & Co. (collectively “HW&Co.”).  Any reference to “Harris Williams,” “we,” “us” or “our” in these Terms of Use (defined below) shall mean HW&Co.  The Site includes all web pages accessible by the public.  Any reference to “you” in these Terms of Use shall mean any user of the Site, including without limitation employees of HW&Co.

By entering or using any portion of the Site, you acknowledge that you have read and that you accept and agree to be bound by all of the following terms of use, conditions, and notices (the “Terms of Use”), DisclosuresPrivacy Policy, and Cookie Policy.  HW&Co. reserves the right in its sole discretion to change these Terms of Use at any time or from time to time.  If any change is not acceptable to you, you must discontinue your use of the Site immediately.  Using the Site after the date that these Terms of Use are changed constitutes your irrevocable acceptance of such changes. 

SITE CONTENT AND INTELLECTUAL PROPERTY OWNERSHIP
You acknowledge that the information, data, text, articles, images, logos, layout, design compilation and presentation of information, graphics or other materials (collectively, the “Content”) that are posted on or are otherwise incorporated into the Site contain trademarks, copyrights and other proprietary material, the ownership or licensed rights to which are proprietary to HW&Co. or others, and that such proprietary material is protected by law, including U.S. copyright laws, trademark laws and international treaty provisions.  All trademarks and logos displayed on this Site are the property of their respective owners, who may or may not be affiliated with our organization.  The deletion or alteration by you of any copyright, trademark or other proprietary notices from the Site is strictly forbidden.

Further, you may not modify, copy, distribute, transmit, display, perform, use, publish, license, create derivative works from, transfer or sell any Content contained on the Site.  You are granted a limited, non-exclusive, non-assignable and non-transferable license to access and view the Content on the Site only under these Terms of Use.  Other than the license granted hereunder, you obtain no right to the Site.

DISCLAIMERS REGARDING CONTENT DISTRIBUTION, LOCAL LAW, OFFERS AND SOLICITATIONS 
This Site and its Content are for informational and educational purposes only.  The information and Content on this Site are not intended for distribution to, or use by, any person or entity who is a citizen, resident, or located in any jurisdiction where such distribution, publication, availability or use would be contrary to applicable law or regulation or that would subject HW&Co. to any licensing or registration requirement in such jurisdictions.  Although this Site may provide financial or investment-related information, Content or other materials relating to certain companies, no information available through the Site is intended or should be considered advice, or a recommendation or endorsement by HW&Co. as to any legal, tax, investment or other matter.  No reference to any specific security constitutes a recommendation to buy, sell or hold that security or any other security.  Nothing on or available through this Site shall be considered an offer or a solicitation of an offer to buy or sell any products or services, including but not limited to any securities, futures, options or other financial instrument or other investments or investment advice, to any person in any jurisdiction.  Nothing contained on, or available through, the Site constitutes investment advice or offers any opinion with respect to the suitability of any security, and any information or views provided or expressed on this Site should not be taken as advice to buy, sell or hold any security.  In preparing the information contained in this Site, HW&Co. has not taken into account the investment needs, objectives and financial circumstances of any particular investor. This information is furnished without regard to the specific investment objectives, financial situation and particular needs of any specific recipient of this information and investments discussed, if any, may not be suitable for all investors.

The information and Content on the Site is descriptive of the services of HW&Co. as a whole and the services, securities and financial instruments described may not be suitable for you or available in the jurisdiction in which you are located, or may only be available through a branch or an affiliate of HW&Co. that is properly licensed to offer such services, securities or financial instruments in such jurisdiction.

FORWARD LOOKING STATEMENTS
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. Information contained on the Site may be based upon forward looking statements. Forward looking statements are inherently uncertain and factors may cause events or results to vary from those described.  You should not rely on or draw conclusions from forward looking statements.

LAWFUL USE
The Site may be used only for lawful purposes.  As one of the conditions of your use of the Site, you represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Site for any purpose or in any manner that is prohibited by these Terms of Use or by applicable law (including but not limited to any applicable export controls).  It is your responsibility to ensure that your use of the Site complies with these Terms of Use and to seek prior written permission for any uses not expressly permitted herein.

In connection with your use of the Site, you agree that you will not, nor will you allow others to,

1. Transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, slanderous, libelous, vulgar, obscene, sexually explicit, pornographic, lewd, indecent, profane, racially, ethnically or otherwise objectionable or that may invade another’s right of privacy or publicity or other personal rights;

2. Post, republish, distribute, or transmit any Content that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships, or in violation of the rights of any third party;

3. Violate any applicable local, state, provincial, national or international law or regulation, or use the information provided through this Site for any unlawful purpose;

4. Attempt to probe, scan or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization;

5. Post any content that constitutes or contains false or misleading indications of origin or statements of fact, causes injury of any kind to any person or entity, or infringes or violates the intellectual property rights, or any other rights of any third party;

6. Collect or attempt to collect any personal information or other information of others;

7. Directly or indirectly use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site by any user, host or network; and

8. Attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising, or in any way making up a part of, the Site. 

Violations of the foregoing may result in civil or criminal liability.  HW&Co. will investigate all occurrences which may involve such violations and may contact, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. 

LINKED SITES AND REFERENCES TO THIRD PARTIES
HW&Co. may provide hyperlinks or references to Internet sites maintained by third parties.  HW&Co. does not operate or control in any respect any information, products or services on these third party web sites and provides no warranty whatsoever with respect to such web sites.  A hyperlink from this Site to another web site does not imply or mean that we endorse, recommend, or approve the content, the offered products or services or any other offers on such web site or the operator or operations of that web site.  We are not responsible for the privacy practices or the operation, content, security or policies, including privacy policies, of any other web site that is linked or linking to the Site, and we shall have no liability to you or any other person or entity for the use of, or inability to use, any third party web sites

HW&Co. may reference third parties on the Site and in connection with the firm’s role as financial advisor in transactions.  HW&Co. does not operate or control the products and services of these third parties and does not endorse, recommend, or approve the content, the offered products or services, or the operator or operations of these third parties. 

EXTERNAL LINKS TO THIS SITE
HW&Co. and its affiliates have no liability for third party content or websites linking to this Site. HW&Co. reserves the right to demand at any time that any third party linking to the Site remove such links and cease linking to the Site immediately. 

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
HW&CO. PROVIDES THE SITE, INCLUDING THE DATA GENERATED BY THE SITE, ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, NONINFRINGEMENT, ACCURACY OF DATA OR CONTENT, AND ADEQUACY FOR ANY PARTICULAR USE OR PRODUCTIVENESS.  NOTHING IN THESE TERMS OF USE WILL IMPLY THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS WILL BE CORRECTED AT A CERTAIN TIME.  YOU HEREBY ASSUME THE ENTIRE RISK ASSOCIATED WITH USE OF THE SITE.

IN NO EVENT SHALL HW&CO., ITS OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, SUPPLIERS, AGENTS, CO-BRANDERS AND OTHER PARTNERS HAVE ANY LIABILITY TO YOU UNDER THESE TERMS OF USE FROM THE USE (OR ATTEMPTED USE) OF THE SITE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER HW&CO. NOR ITS OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, SUPPLIERS, AGENTS, CO-BRANDERS AND OTHER PARTNERS, WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF ANTICIPATED BENEFITS, LOSS OF BUSINESS INFORMATION OR DATA, CORRUPTION AND THE LIKE), ARISING OUT OF ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF HW&CO. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. 

YOUR ACCESS TO AND USE OF THE SITE ARE AT YOUR SOLE RISK.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED BY THE FULLEST EXTENT PERMITTED BY LAW.

ANTI-CORRUPTION
HW&Co. is committed to providing the highest level of services to its clients. Employees and any third parties working on behalf of HW&Co. are expected to maintain high ethical standards and avoid conflicts of interest. We do not tolerate bribery or corruption in any form and comply with all applicable laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act 2010.

INDEMNITY
You are entirely liable for activities conducted by you or anyone else in connection with your browsing and use of this Site. If you are dissatisfied with the Site and/or any Content on this Site, or with these Terms of Use, your sole and exclusive remedy is to stop using the Site and Content.  You agree to defend, indemnify and hold harmless HW&Co., its subsidiaries, affiliates, officers, directors, members, shareholders, employees, suppliers, agents, co-branders and other partners from any and all liabilities, claims, demands, losses or expenses, including reasonable legal and accounting fees and costs, resulting or arising from: your breach of these Terms of Use; any action taken or permitted by you which disrupts, degrades or damages the Site, Content or related data thereon; your infringement of any intellectual property right of HW&Co. or any other person or entity; any activity (including any negligent or wrongful conduct) by you; any materials provided by you to be posted on the Site; your use of the Site; your violation of the rights of any third party; your posting or uploading of any Content; or your actual or alleged breach of any federal, state, local or foreign law, or regulations.

TERMINATION
These Terms of Use are effective until terminated by HW&Co., at any time without notice.  In the event of such termination, you are no longer authorized to access the Site and the restrictions imposed on you with respect to material downloaded from the Site, the disclaimers and limitations of liabilities set forth in these Terms of Use, shall survive.

GOVERNING LAW
These Terms of Use shall be governed by and construed in accordance with the federal laws of the United States of America and the internal laws of the Commonwealth of Virginia without giving effect to any principles or conflicts of law.  Your consent to these Terms of Use includes your consent to exclusive jurisdiction and venue in the state and federal courts located in the United States District Court for the Eastern District of Virginia (Richmond Division). You waive all defenses or lack of jurisdiction, venue or forum non conveniens. 

NOTIFICATION OF COPYRIGHT INFRINGEMENT
If you believe in good faith that your copyrighted work has been reproduced on our site without authorization in a way that constitutes copyright infringement, you may notify us at Harris Williams & Co., 1001 Haxall Point, 9th Floor, Richmond, Virginia 23219; email: info@harriswilliams.com; and facsimile: +1 (804) 648-0073.  Any personal information you provide in your notice to us will be used only for purposes related to your notice.

MISCELLANEOUS
If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.  Any failure by HW&Co. to exercise or enforce any legal right or remedy set forth in these Terms of Use, or otherwise under applicable law, shall not be deemed a waiver of HW&Co.’s rights or remedies, which shall remain available to HW&Co.  The rights granted under these Terms of Use may not be assigned to any third-party without the prior written consent of HW&Co., in its sole discretion.  Any rights not expressly granted herein are reserved.  These Terms of Use shall be binding upon you, your successors and approved assignees.

POLICY CHANGES
We reserve the right to change our Terms of Use at any time. 
Date of last update or revision: March 16, 2012.