Disclosures

Terms And Conditions Of Use

This website (the “Website”) is maintained by Wafra Inc. (“Wafra”). By accessing or using this Website, you agree that you have read, understand and accept the terms and conditions contained herein, will abide by this User Agreement and are legally bound by this User Agreement, and you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and Wafra, and governs your access and use of the Website, which includes any text, graphics, user interfaces, visual interfaces, information, materials, data, tools, products, services and other content (together, “Content”), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Website. You may contact us at info@wafra.com with questions about the terms and conditions of this User Agreement.

No Offer Of Securities – Disclosure Of Interests

Nothing on this Website is an offer or solicitation to buy or sell any security. Under no circumstances should any material at this Website be used or considered as an offer to sell or a solicitation of any offer to buy the securities or any other instruments of Constellation or Wafra or any other issuer. Offers can only be made where lawful under applicable law. Although this Website may include investment-related information, nothing on this Website is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy.

Your Right To Use This Website And Its Contents

This Website is protected by one or more copyrights, patents, database rights, trademarks, service marks, and/or other intellectual property and proprietary rights that are owned by Wafra, their affiliates and/or third parties. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Website. This Website and the Content are only for your personal use. The Content provided on this Website is solely for your use to assist you in evaluating the services offered by Wafra. Other uses are not permitted unless you receive Wafra’s prior written approval. You may not publish, distribute, broadcast, exchange, frame, modify, sell, commercially exploit, re-post or retransmit any Content you copy from this Website, including but not limited to any text, images, audio and video, for any business, commercial or public purpose. Subject to your compliance with the terms and conditions of this User Agreement, Wafra grants you a non-exclusive, non-transferable, limited right to enter, display and use this Website. You agree not to interrupt or attempt to interrupt the operation of this Website in any way. You may not violate or attempt to violate the security of the Website.

Your Representations

By using this Website, you represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement, (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement and (iii) you will not delete any Content.

Responsibility For User’s Material

You are prohibited from posting or transmitting any defamatory, libelous, obscene, pornographic, profane, threatening or unlawful material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. We may investigate any complaint or reported violation of our policies. We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate. Wafra will fully cooperate with any law enforcement authorities or court order requesting or directing Wafra to disclose the identity of anyone posting such materials. We may issue warnings, suspend or terminate use of this Website, deny access to all or part of the Website or take any other action that we deem appropriate.

Transmitted Material

Internet transmissions are never completely private or secure. We make reasonable efforts to ensure that the Website is secure but we do not guarantee the security of the Website. You understand that any message or information you send to this Website may be read or intercepted by others unless there is a special notice that a particular message (for example, credit card information) is encrypted (sent in code). Sending a message to Wafra does not cause Wafra to have any special responsibility to you.

Links To Other Websites

References on this Website to any names, marks, products or services of other parties, or hypertext links to other party sites or information or content provided by other parties, are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the other party, its information, materials or services. We are not responsible for the practices or policies of such other parties, nor the content of any other party sites, and do not make any representations regarding other party materials or services, or the content or accuracy of any material on such other party sites. If you decide to link to any such other party sites, you do so entirely at your own risk. Hyperlinks to or from the Website do not constitute third party endorsement of, sponsorship by or affiliation with us.

Confidential Information and Monitoring

Except as may otherwise be provided for in our Privacy Policy, any material, information or other communication you transmit or post to this Website, including any data, questions, comments, suggestions, reviews or the like is and will be treated as, non-confidential and non-proprietary (“Communications”). You authorize Wafra to use the Communications in any manner consistent with the current Online Privacy Policy. Wafra has the right but not the obligation to monitor and record activity on the Website and respond as it deems appropriate. We may monitor and record activity on the Website for any reason or for no reason.

Privacy Policy

Wafra will abide by their privacy policy.

Accuracy Of Content/Opinions

While Wafra uses reasonable efforts to obtain information from sources which it believes to be reliable, no representation or warranty is given by Wafra that the information or opinions contained in this Website is accurate, reliable or complete. The information and opinions contained in this Website, including all Content, are provided by Wafra for personal use and informational purposes only. You are solely liable for any use you may make of this information. All Content is inherently subject to change without notice and may become outdated, and we may not promptly update or correct the Website even if we are aware that it is inaccurate, outdated or otherwise inappropriate. You, therefore, should verify any information obtained from this Website before you use it. Any stated experience or views in this Website do not and should not be construed to reflect the views or experiences about, or statements from any past, current, or prospective advisory client, regarding the advisory services of Wafra.  You agree that we are not liable for any action you take or decision you make in reliance on any Content, including any opinions, contained in this Website.

Investment Performance Information

The past performance of any investment, investment strategy or investment style is not indicative of future PERFORMANCE. The value of investments may fall or rise.

No Advice

You should not rely on any Content or opinions contained in this Website in making an investment or other decision but should obtain relevant and specific professional advice. Nothing contained on this Website constitutes or should be construed to constitute investment, legal, tax or other advice. Although this Website may include investment-related information, nothing on this Website is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy, and nothing on this Website shall be construed to constitute a recommendation with respect to the purchase or sale of any investment. We do not give any advice or make any representations through the Website as to whether any security or investment is suitable to you or will be profitable.

Wafra’s Right To Change These Terms And Conditions Of Use Or Content On This Website

Wafra may add to, change or remove any part of the terms and conditions of this User Agreement at any time, without notice to you. Any changes to this User Agreement or any terms posted on this Website apply as soon as they are posted. By continuing to use this Website after any changes are posted, you are indicating your acceptance of those changes. Wafra may add, change, discontinue, remove or suspend any other content posted on this Website, at any time, without notice and without liability.

Disclaimer Of Warranties And Damages; Limitation Of Liability

Wafra DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIS WEBSITE THAT THE LAW ALLOWS IT TO DISCLAIM. By using the Website, you expressly agree that such use is at your sole risk. The Website, the Content and related services are provided on an “as is”, “as available” and “with all faults” basis. None of Wafra, or any of its respective officers, directors, employees, agents, third-party content providers, designers, contractors, distributors, merchants, sponsors, licensors or the like (collectively, “Associates”) warrant that use of the Website or related services will be uninterrupted or error-free, including technological errors. None of Wafra, or their Associates warrant the accuracy, integrity, reliability, completeness, availability or timeliness of the content provided in the Website, the Content or services offered in the Website now or in the future. Wafra and their Associates specifically disclaim all warranties with respect to this Website, whether expressed or implied, including but not limited to warranties of title, merchantability, fitness for a particular purpose or non-infringement of intellectual property and other proprietary rights, Content on the Website or the results obtained from use of the Website or related services.

Under no circumstances will Wafra or their Associates be liable to you or anyone else for any direct, consequential, incidental, special, exemplary, punitive or other indirect damages, including but not limited to lost profits, trading losses, unauthorized access, systems failure, communications line failure, internet failure or damages that result from use or loss of use of this Website, the Content, or any inconvenience or delay. Wafra, and its Associates’ liability is limited even if we have been advised of the possibility of the damages that you or anyone else suffers or if any remedy you have fails of its essential purpose. Under all circumstances, the maximum liability of Wafra, and their Associates to you or anyone else with respect to this Website is $100.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

Indemnity

You will be responsible for any liability to Wafra that arises out of your breach of this User Agreement or your use of the Website. You agree to indemnify, defend and hold harmless Wafra and their Associates from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to (i) your use of the Website, (ii) your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement, (iii) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights or (iv) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement.

Arbitration

You agree to resolve by arbitration any controversy arising between you and Wafra AND/OR any of their Associates. With respect to the resolution of any such controversy, you further acknowledge that (i) arbitration is final and binding on the parties, (ii) the parties are waiving their right to seek remedies in court, including the right to jury trial, (iii) pre-arbitration discovery is generally more limited than and different from court proceedings, (iv) the arbitrator’s award is not required to include factual findings or legal reasoning and any party’s right to appeal or seek modification of rulings by the arbitrators is strictly limited and (v) any arbitration under this User Agreement shall be conducted in New  York City before a panel of three (3) arbitrators pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, except to the extent that such rules are modified by this User Agreement.

Governing Law

New York law governs this User Agreement. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. All other issues shall be governed by the law of the State of New York, without regard to its choice of law rules.