Terms and Conditions

Updated: June 17, 2023

Thank you for visiting Bay Point Advisors, LLC (“Bay Point” or “we” or “us”). Please carefully read these Terms of Use (“Terms” or “Agreement”) and our Privacy Policy, which is incorporated into these Terms by this reference. These Terms apply to Bay Point’s website and online services at www.baypointadvisors.com , including the investor portal (the “Portal”) (collectively, the “Services”).

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO YOU AND SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE SERVICES.

Arbitration Notice: PLEASE READ THE DISPUTE RESOLUTION PROVISION BELOW BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BAY POINT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Assumption of Risk: By registering for, accessing, and using the Portal, you acknowledge and agree (i) to each of the statements, disclosures and disclaimers contained herein and in the Portal (A) are for informational purposes only, (B) are not an offer or solicitation to buy or sell any securities (including interests in any Bay Point fund or third party hedge fund or private equity fund), and (C) should not be relied upon to make any investment decisions, (ii) that in addition to any pre-existing non-disclosure agreement you may have with Bay Point or its affiliates, you shall keep these materials confidential as described more fully in “Confidentiality of Information” below, and (iii) that you are an “Accredited Investor” within the meaning of Regulation D of the Securities Act.

The material on the Portal and Bay Point’s website has been prepared for informational purposes only without regard to any particular user’s investment objectives or financial situation. The fact that Bay point has made this information available to you constitutes neither a recommendation to enter into a particular transaction nor a representation that any product described on the Portal or the Bay Point website is suitable or appropriate for you. Each investor must review and evaluate any investments in the investor’s own discretion and determine the suitability of making the particular investment in light of the investor’s own circumstances.

None of the material on the Portal and Bay Point’s website is to be construed as a solicitation, recommendation or offer to buy or sell any security, financial product or instrument. Any descriptions of fund terms set forth herein are only a summary of certain terms, are not intended to be complete, and are qualified in their entirety by the offering documents, subscription documents and other constituent documents of the applicable fund, which would need to be reviewed in order to receive a comprehensive set of terms and provisions.

Many of the products described on the Portal and Bay Point’s website involve significant risks, and you should not enter into any transactions unless you have fully understood all such risks and have independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any product should not be considered to be a disclosure of all risks or a complete discussion of the risks that are mentioned. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make the Portal or Bay Point’s website the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts. You are encouraged to consult your business advisor, attorney, and tax and accounting advisors concerning any contemplated transactions.

Fluctuations in the value of the assets that are the subject of any investment are to be expected. Additional risks exist due to a variety of factors, including, but not limited to, leverage, property operations, business risks, management and environmental liabilities. There is a potential for loss of part or ALL of the investment capital, and each investor should understand that all capital invested may be lost. Investors should only consider these investments if they have no need for liquidity and can bear the risk of losing their entire investment.

The financial statements of our business partners’ companies included herein or in the Portal were exclusively prepared by such companies and neither Bay Point nor any of its officers, managers or employees played any role in the preparation of these financial statements. Unless otherwise stated herein, the financial statements of our business partners’ companies have not been audited or reviewed by an independent public accounting firm. Accordingly, you should not place undue reliance on these financial statements, and you should always consider that the results set forth in these financial statements will not have a direct impact on the financial statements of Bay Point or the results set forth therein as Bay Point generally owns a minority interest in each of these companies.

Past performance is not indicative of future performance. Any financial projections or returns shown on the Portal or Bay Point’s website are examples only and investors should conduct their own due diligence and not rely on the financial assumptions or estimates that are displayed here. Investors should not rely on any forward-looking statements made regarding any opportunity, because such statements are inherently uncertain and involve risks. Words such as “anticipated”, “projected”, “forecasted”, “estimated”, “prospective”, “believes”, “expects”, “plans”, “future”, “intends”, “should”, “can”, “could”, “might”, “potential”, “continue”, “may”, “will” and similar expressions are used to identify these forward-looking statements.

Confidentiality of Information. You are not permitted to share, publish, transmit, or otherwise reproduce any information provided in the Portal, in whole or in part, in any format to any third party without the express written consent of Bay Point.

Unless otherwise noted, the Services are the property of Bay Point and its licensors. By using the Services, you agree to these Terms, our Privacy Policy and to use the Services in accordance with all applicable laws and regulations.

The Services are not intended for the use of children under 18 and no such person is authorized to use them. By using the Services, you are representing that you are at least 18 years old and that you are of legal age to enter into legal agreements.

Bay Point reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time. If we make material changes to these Terms we will notify you here, by email or by means of a notice on our home page. The date of the last update of these Terms is indicated at the top of these Terms. Your continued use of the Services following the posting of changes indicates your agreement to and acceptance of the changes.

These Terms are in addition to any other agreements between you and Bay Point or its affiliates, including any subscription agreements, customer or account agreements, non-disclosure agreements or other agreements relating to your investments with Bay Point, or services offered by Bay Point (collectively, “Additional Terms”). In the event of a conflict between the Additional Terms and these Terms, the Additional Terms will control for that conflict unless specified otherwise.

Privacy and Data Security

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. Additionally, by using the Services, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that transmissions to or through the Services may be intercepted by others, and users assume the risk of security breaches and all consequences resulting from them. In furtherance of the foregoing, users must safeguard their login credentials. Please let us know immediately if you suspect that your credentials have been compromised.

Content

Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained in the Services is owned, controlled or licensed by or to Bay Point and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights.

Except as expressly provided in these Terms, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Bay Point’s express prior written consent.

Bay Point’s name and logo are trademarks or registered trademarks of Bay Point. All other names and logos on the Services are trademarks or registered trademarks of their respective owners, where applicable. Reference to any third party-owned trademarks herein is for informational purposes only and is not intended to indicate or imply any affiliation, association, sponsorship or endorsement by any owners of such third party-owned trademarks.

User Submissions, Feedback and Information

You acknowledge and agree that any submission, feedback, comments or suggestions you may provide regarding the Services either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag) (collectively, “Submissions”) is non-confidential and non-proprietary, shall be treated as public information, may be shared with others on other sites and platforms and is submitted by you in compliance with these Terms. Submissions that constitute feedback, comments or suggestions (collectively, “Feedback”) will be the sole and exclusive property of Bay Point and you hereby irrevocably assign to us all of your right, title and interest in and to all such Feedback, and Bay Point shall have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Feedback in any manner it chooses. With respect to all other Submissions, you hereby grant Bay Point an irrevocable, worldwide and perpetual license to use such Submissions as contemplated in these Terms.

Your Use of the Services

In connection with your use of the Services, you agree that you will not:

• violate any local, state, provincial, national, or other law or regulation, or any order of a court;
• infringe, misappropriate or violate Bay Point’s or any third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
• post, upload, publish, submit or transmit any material that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances;
• interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• “scrape,” “crawl” or “spider” any web pages or other services contained in the Services;
• display, mirror or frame the Services, or any individual element within the Services, Bay Point’s name, any Bay Point trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Bay Point’s express written consent;
• access, tamper with, or use non-public areas of the Services, Bay Point’s computer systems, or the technical delivery systems of Bay Point’s providers;
• attempt to probe, scan, or test the vulnerability of any Bay Point system or network or breach any security or authentication measures;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Bay Point or any of Bay Point’s providers or any other third party (including another user) to protect the Services or any of the content on the Services;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
• access or use the Services from a country sanctioned by the United States government; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

Any conduct by a user that in our discretion restricts or inhibits any other user from using or enjoying the Services is expressly prohibited.

Bay Point reserves the right, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Services, or any portion of the Services, for any reason; (2) to modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (3) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Copyright Policy

We do not permit copyright infringing activities and infringement of intellectual property rights on the Services and will remove any such content if properly notified that such content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
• description of the copyrighted work that you claim has been infringed;
• description of the material that you claim is infringing and where it is located on the Services ;
• identification of the URL or other specific location on the Services where the material that you claim is infringing is located;
• your address, telephone number, and email address;
• statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at moc.srotsivdatniopyab@ycavirp or by mail at Copyright Agent, c/o Bay Point Advisors, LLC, Two Buckhead Plaza, 3050 Peachtree Road NW, Suite 740, Atlanta, GA 30305.

Upon receipt of such notice, we will investigate and remove material if necessary. You will be notified of the results of such investigation.

Links to Other Sites

The Services may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our users. Such Linked Sites are not under Bay Point’s control, and Bay Point is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.

We may operate social media pages on third party networks and have social media icons on our website. Social media providers are unaffiliated with us, and we are not responsible for the content or privacy practices of social media providers. Social media providers have their own terms of use and privacy policies, and we encourage you to review those policies whenever you visit their websites or interact with their platforms.

Indemnity

You agree to indemnify and hold Bay Point, its affiliates, and all of their respective officers, directors, members, owners, employees, agents, attorneys, licensors, representatives, licensees, and suppliers (collectively, the “Bay Point Parties“), harmless from and against any and all losses, liabilities, claims, demands, damages, judgments, investigations, fines, penalties, settlements, interest, expenses (including attorneys’ fees), or other costs (collectively, “Claims”) that directly or indirectly arise from or are related to any claim, suit, action, demand or proceeding made or brought against any of the Bay Point Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (a) your access to or use of our Services, or your conduct or activities in connection with the Services, including without limitation, any liability or damage that directly or indirectly may derive from any use of the Portal or Bay Point’s website to make investment decisions, (b) your Submissions or Feedback; (c) your violation or alleged violation of these Terms or the Additional Terms; (d) your violation or alleged violation of any laws, rules, regulations, orders, codes, statutes or ordinances of any governmental or quasi-governmental authorities in connection with your use of our Services or your conduct in connection with our Services; (e) information or material transmitted through you or through your account or devices, even if not submitted by you, that violates, infringes, or misappropriates the rights of another (including but not limited to intellectual property rights, publicity or privacy rights); or (f) any misrepresentation made by you. You agree to promptly notify the Bay Point Parties of any third-party Claims, cooperate with the applicable Bay Point Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims. Notwithstanding the foregoing, the Bay Point Parties retain the right to assume the exclusive defense and control of any Claims and have the exclusive right to settle such Claims. You will not settle any Claims without, in each instance, the prior written consent of the relevant Bay Point Party. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Bay Point or the other Bay Point Parties.

Disclaimer; Limitation of Liability

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED IN THE ADDITIONAL TERMS, THE SERVICES AND ALL TOOLS AND CONTENT OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE.” ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

BAY POINT WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES. WHILE WE STRIVE TO ENSURE ALL CONTENT AND INFORMATION ON THE SERVICES IS CORRECT, WE DO NOT GUARANTEE THAT SUCH CONTENT AND INFORMATION IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE BAY POINT ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, BAY POINT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE BAY POINT PARTIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD BAY POINT RESPONSIBLE FOR ANY BREACH OF SECURITY.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY CONTENT, OR CONTENT LINKED TO OR ASSOCIATED WITH YOUR INVESTMENTS; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES.

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL THE BAY POINT PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF THE BAY POINT PARTY(IES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, ANY OF THE BAY POINT PARTIES IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED TO THESE TERMS OR YOUR USE OF THE SERVICES, THE TOTAL AGGREGATE LIABILITY OF THE BAY POINT PARTIES FOR ANY AND ALL SUCH CLAIMS, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE AGGREGATE AMOUNT YOU HAVE PAID, IF ANY, TO USE OUR SERVICES HEREUNDER OR $100 IF YOU HAVE NOT PAID ANY FEES FOR SERVICES.

BY USING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THE FOREGOING PARAGRAPHS APPLY REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, OR ANY OTHER LEGAL THEORY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so these limitations may not apply to you.

Violation of These Terms

You agree that Bay Point may, in its sole discretion, without prior notice and to the extent applicable, terminate your access to the Services and/or block your future access to the Services if we determine that you have violated these Terms or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms will cause irreparable harm to Bay Point for which monetary damages would be inadequate, and you consent to Bay Point obtaining any injunctive or equitable relief that Bay Point deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Bay Point may have at law or in equity.

Governing Law

You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Georgia excluding: (1) its conflicts of law principles; and (2) the United Nations Convention on Contracts for the International Sale of Goods.

Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BAY POINT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Binding Arbitration. You agree that to the fullest extent permitted by law all disputes, claims, suits, or controversies arising out of or in any way connected with these Terms and the use of the Services (collectively, “Disputes”), shall be resolved to the fullest extent permitted by law, by final, binding, and (to the extent permitted by law) confidential arbitration conducted by JAMS, Inc. (“JAMS”) before a single arbitrator in Atlanta, Georgia, in accordance with the applicable JAMS rules then in effect (provided that, if such rules conflict with this paragraph in any manner, the terms of this paragraph shall control). The arbitrator shall be experienced in applicable state and federal securities laws and related regulations and sufficient experience in arbitrating disputes involving sophisticated securities offerings and related transactions. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of all Claims and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The parties acknowledge that, by agreeing to this arbitration procedure, both parties waive the right to resolve any Claims through a trial by jury or judge or by administrative proceeding. This agreement to arbitrate does not extend to Disputes in which either party seeks (i) injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, (ii) the right to pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, or (iii) injunctive relief in a U.S. court of law. The language of the arbitration shall be English. The arbitration proceedings and decision of the arbitrator(s) shall be kept confidential (and may not be disclosed) by the parties or the arbitrator(s), except to the extent necessary to compel any award made by the arbitrator(s). Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

No Class Arbitrations, Class Actions or Representative Actions . Any Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

Jurisdiction. To the extent that any lawsuit or court proceeding is permitted under these Terms, to the fullest extent permitted by law you agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in Atlanta, Georgia for the purpose of litigating all such disputes. You also waive your rights to a jury trial.

Time Limit for Claims. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You agree to the admissibility of computer records and electronic evidence in any dispute herein.

Severability of Dispute Resolution; Arbitration.In the event the provisions in this Dispute Resolution section are held invalid or unenforceable, then this Dispute Resolution section, in its entirety, will cease to apply, and the parties will not be obligated to arbitrate any Disputes.

Users Outside of the United States

Although the Bay Point website and Portal is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Without limiting the generality of the foregoing, THE MATERIAL CONTAINED IN THE PORTAL AND ON THE BAY POINT WEBSITE DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION WHERE OR TO ANY PERSON TO WHOM IT WOULD BE UNAUTHORIZED OR UNLAWFUL TO DO SO.

Prospective investors should inform themselves as to any applicable legal requirements and taxation and exchange control regulations in the countries of their citizenship, residence or domicile which might be relevant.

The material is provided for informational purposes only and should not be construed as investment advice or an offer or solicitation to buy or sell securities. The material is not intended to be used as a general guide to investing, or as a source of any specific investment recommendations, and makes no implied or express recommendations concerning the manner in which any client’s account should or would be handled, as appropriate investment strategies depend upon the client’s investment objectives.

Miscellaneous

When you access or use the Services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you via email, via text (for multi-factor authentication) or through the Services. 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. You may preserve these Terms in written form by printing it for your records, and you waive any other requirement that these Terms be evidenced by a written document.

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Services, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

All provisions of these Terms are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions. These Terms, together with the Additional Terms and our Privacy Policy and any other legal notices published by Bay Point, constitute the entire agreement between you and Bay Point with regard to your use of the Services. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of these Terms.

Bay Point’s failure to insist on or enforce strict performance of these Terms shall not be deemed a waiver by Bay Point of any provision or any right it has to enforce these Terms. Any such waiver must be in writing in order to be effective. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties.

No joint venture, partnership, employment, or agency relationship exists between you and Bay Point as a result of this Agreement or use of the Services.

You may not assign any of your rights under this Agreement, and any such attempt will be null and void. Bay Point may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to this Agreement to any affiliate of Bay Point or to another third party in the event that some or all of the business of Bay Point is transferred to such other third party by way of merger, sale of its assets or otherwise.

Canada

The parties declare that they have required that these Terms and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.

Notice for California Users

Under California Civil Code Section 1789.3, California website users 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 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Questions and Contact Information

Bay Point Advisors, LLC is located at Two Buckhead Plaza, 3050 Peachtree Road NW, Suite 740, Atlanta, GA 30305. Please contact us if you have any questions about these Terms. You may contact us by sending correspondence to the foregoing address or by emailing us at moc.srotsivdatniopyab@ycavirp.