TERMS OF USE

USE OF THIS SITE MEANS YOU AGREE TO THESE TERMS OF USE. These Terms of Use constitute an agreement between the user (“you” or “your”) and NorthStar M&A Advisors, (“ NorthStar M&A Advisors” or “we” or “us”, “our”). Your use of the northstarmaadvisors.com website (the “Site”) means you have read, understood, and consent to these terms of use, including our Privacy Policy which is incorporated herein by reference (collectively, the “Terms”). If you are under 18 years of age (or the age of legal majority where you live), you may use our Site and services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. In using the Site, you may provide to us or we may collect from you certain information, and the nature of that information and what we do with that information is governed by our Privacy Policy. In order for us to provide our Site and services, you acknowledge that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law. BY USING THE SITE YOU INDICATE THAT YOU AGREE TO THE TERMS, AND YOU CONSENT TO OUR COLLECTION AND USE OF THAT INFORMATION PURSUANT TO OUR PRIVACY POLICY. Additional terms applicable to specific areas of the Site may be posted in those particular areas. Those additional terms are also part of the “Terms” and they govern those transactions and your use of those areas. If there is a conflict between the additional terms and the terms set forth herein, the additional terms will control with respect to that conflict. IF YOU DO NOT AGREE TO THE ADDITIONAL TERMS APPLICABLE TO SPECIFIC AREAS OF THE SITE, DO NOT USE OR ACCESS THOSE AREAS OF THE SITE. We may, in our sole discretion, revise all or any part of the Terms from time to time. You should review the Terms of Use every time you use this Site as they are binding on you. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SITE.

ACCESS TO THE SITE

You may only use the Site in accordance with the Terms. These Terms are effective for the duration of your access to the Site. Your right to use the Site will terminate immediately if you breach the Terms. We reserve the right to suspend or terminate your access to the restricted access portions of the Site immediately without notice, if in our sole discretion you fail to comply with any term or provision of these Terms, if you infringe, misappropriate or otherwise violate any third party’s rights, or if you engage in conduct that is illegal, tortious or that interferes with the technological operation of this site, or for any other reason in our sole discretion. Upon termination, you must destroy all materials obtained from this Site and all copies thereof, whether made under these Terms or otherwise. Except for the rights expressly granted herein, we reserve all other rights and no other rights, licenses, or permissions are granted by implication or otherwise.

USE OF MATERIALS

You should assume that everything on the Site is copyrighted unless otherwise indicated and that it must not be used except as provided in the Terms or with the express written consent of NorthStar M&A Advisors. All photos, images, and text on the Site, together with the design and layout of the Site, are copyrighted and may not be used without our written permission. All intellectual 

property rights in the Site and in any content of the Site (including, but not limited to, text, graphics, design, layout, software, photographs, and other images, videos, sound, trademarks and logos) are owned by NorthStar M&A Advisors or our third-party licensors. Except as expressly set forth herein, nothing in the Terms gives you any rights in or to any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading or using the Site.

You may not copy or use the names, trademarks, logos, or brands of NorthStar M&A Advisors or those of any of its affiliates or partners, in part, in modified form, or otherwise. Certain third-party names, trademarks, logos, and brands may appear on the Site, and those are the sole property of their respective owners, and you are similarly prohibited from copying or using such third-party names, trademarks, logos, and brands.

PERMISSION FOR REPRINTS

In order to request permission to reprint any material on this Site (outside of personal, non-commercial use), please write to [email protected].

USER CONDUCT

Derogatory, harmful or unlawful conduct is not permitted on this Site. You are not permitted to upload to, distribute through, or otherwise publish through this Site any content which is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable, that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise give rise to liability or violate any law. Unauthorized commercial messages and/or public announcements are not allowed on this Site.

In addition, you may not, and will not attempt to:

• use this Site for any purpose that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation;
• impersonate or misrepresent your affiliation with any person or entity;
• use any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code” or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, index, or monitor any portion of this Site, any data or content found on or accessed through this Site, or any other NorthStar M&A Advisors information, or to reproduce or circumvent the navigational structure or presentation of the Site or its contents, without our prior written consent;
• obtain through any means any materials or information on this Site that have not been intentionally made publicly available either by their public display on this Site or through their accessibility by a visible link on this Site;
• remove or change any content of the Site, or circumvent any measure employed to limit or prevent access to this Site or its content;
• circumvent the security of this Site or attempt to gain unauthorized access to this Site, data, materials, information, computer systems or networks connected to any server of this Site, through hacking, password mining or any other means;
• interfere or attempt to interfere with the proper working of this Site or any activities conducted on or through this Site, including accessing any data, content or other information prior to the time that it is intended to be available to the public on this Site;
• republish, redistribute, or re-transmit the Site;
• store the Site (including pages of the Site) on a server or other storage device connected to a network or creating a database by systematically downloading and storing any data from the Site (other than for page caching);
• post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights;
• post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
• modify, copy, reproduce, duplicate, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Site or any software used on or for the Site or causing others to do so; or
• take or attempt any action that imposes or may impose an unreasonable or disproportionately large load or burden on this Site or the infrastructure of this Site.

USER ACCOUNTS

Certain portions of this Site are for account users. If you choose to register an account, you must provide only true, accurate, current and complete registration information. It is your responsibility to keep your information up to date. We are not responsible for any problems, interruptions in access, or liability that may arise if you do not give us complete and accurate information or if you fail to update your information so that it is current. Further, you accept all responsibility for all activities that occur under your account or password, if any, and that you will not sell, transfer or assign your account or allow others to use it. You are responsible for maintaining the confidentiality of any user name and/or password that may assigned to or selected by you so that others may not access any members-only or password-protected portions of this Site using your account and/or identity. We reserve the right, in our sole discretion and without notice to you, to terminate your account and/or to restrict your access to all or part of this Site for any reason.

THIRD PARTIES

This Site may utilize the services or products of third party providers (e.g., in the form of an application program interface (API) on our website), provide links to third party websites, or otherwise re-direct you to other third-party websites or services (collectively, the “Third Party Websites”). Because we do not control such Third Party Websites, you acknowledge that we are not liable for their content, products or performance. The information practices of those Third Party Websites are not covered by our Site’s Terms, so we recommend that you review any terms of use and privacy policy of any Third Party Websites before providing any information to that website or using its products and services. WE ARE NOT RESPONSIBLE FOR ANY SUCH TERMS AND CONDITIONS OR ANY DAMAGES YOU MAY INCUR BY USING THE THIRD PARTY WEBSITES, AND YOUR USE OF THIRD PARTY WEBSITES IS AT YOUR OWN RISK. We are providing these links to you only as a convenience, and the inclusion of any link does not imply our endorsement of the Third Party Websites or any association with its operators. One Third Party Website we may use is a third party payment processing service provider; this disclosure is by way of example only and is not intended to be an exhaustive list of Third Party Websites.

OPERATION OF SITE

We do not guarantee the continuous, uninterrupted, or error-free operability of the Site. We may add, change, discontinue, remove or suspend all or any portion of this Site at any time, without notice. We will not be liable to you or to any third party for any unavailability, modification, suspension, or withdrawal of the Site, or any features, parts, or content of the Site.

DISCLAIMER

NORTHSTAR M&A ADVISORS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENTS, WHICH ARE PROVIDED FOR USE “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NORTHSTAR M&A ADVISORS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE AND ANY WEB SITE WITH WHICH IT IS LINKED. NORTHSTAR M&A ADVISORS DOES NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON THIS SITE OR THAT ITS OR THEIR CONTENTS WILL MEET YOUR REQUIREMENTS, THAT THIS SITE, OR ITS CONTENTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS OR OTHER HARMFUL COMPONENTS. NORTHSTAR M&A ADVISORS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. YOU (AND NOT NORTHSTAR M&A ADVISORS) ASSUME THE ENTIRE RISK AND COST OF YOUR USE OF THE SITE. AS SUCH, YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY CONSEQUENCES RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION YOU TAKE OR FAIL TO TAKE ON, OR BASED ON ANY INFORMATION FROM, THE SITE OR ANY THIRD PARTY WEBSITE.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL NORTHSTAR M&A ADVISORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, OR FOR LOSS OF PRIVACY) THAT RESULT FROM THE USE OF, OR THE INABILITY TO ACCESS OR USE THE MATERIALS ON THIS SITE, EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NORTHSTAR M&A ADVISORS’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW, BOTH OF THESE LIMITATIONS OF LIABILITY APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) FAULT OR TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), (D) STRICT LIABILITY, OR (E) ANY OTHER CAUSE OF ACTION UNDER LAW OR EQUITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE NORTHSTAR M&A ADVISORS FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, BUT NOT LIMITED TO, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF THIRD PARTIES. IF YOU ARE A CONSUMER WHO RESIDES IN CALIFORNIA, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

INDEMNIFICATION

You will indemnify, defend and hold harmless NorthStar M&A Advisors, its affiliates, parents, subsidiaries, and divisions, and all of their officers, directors, employees, and agents, from and against any claims, demands, causes of action, judgments, damages, losses, liabilities, and all costs and expenses of defense (including, without limitation, reasonable attorneys’ and other legal fees and costs) (“Claims”) arising out of or relating to: (1) your violation of these Terms of use or any law, rule or regulation; (2) your access or use of this Site or any content therefrom; or (3) any material uploaded by you or through your computer to this Site or otherwise sent by you to NorthStar M&A Advisors, including with respect to any allegations that your material violates, misappropriates, or infringes any rights of another (including intellectual property rights or privacy rights), and any allegation that you did not have the appropriate authorizations, approvals or consents to upload or send such material. You must promptly notify NorthStar M&A Advisors of any Claims, cooperate with NorthStar M&A Advisors in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You may not in any event settle any Claim subject to these indemnification obligations without the prior written consent of NorthStar M&A Advisors You acknowledge that, at its sole option, the NorthStar M&A Advisors will have control of the defense or settlement of any Claims, in which case you will cooperate as reasonably required by NorthStar M&A Advisors in the defense of any Claim.

JURISDICTION

This Site is controlled and operated by NorthStar M&A Advisors from its offices in California or other locations in the United States of America. We make no representation that materials on this Site are appropriate or available for use in other locations. If you access this Site from other locations, you are responsible for compliance with any applicable local laws. Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (iii) in any other manner that violates U.S. law. By downloading or using the Site and its content, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of California. If any provision of these Terms is determined by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions, and such provisions will be deemed modified so that its purpose can be lawfully effectuated and enforced. This is the entire agreement between the parties relating to the subject matter herein.

SUBMISSIONS

NorthStar M&A Advisors welcomes suggestions and comments regarding this Site. Excluding your personal information, which is governed by our Privacy Policy located at, anything you send to us through the Site, email, or other means may be used by us for any purpose. Any comments or suggestions submitted to us, either online or offline, will become NorthStar M&A Advisors’ sole and exclusive property upon their submission. By submitting such material to us through the Site, email, or other means, you irrevocably transfer and assign to NorthStar M&A Advisors, and forever waive, and agree never to assert, any copyrights or other rights that you may have in such material. We are free to use, without obligation of any kind, any ideas, concepts, techniques, or know-how contained in any communication you send to us or to the Site for any purpose whatsoever.

These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of California. If any provision of these Terms is determined by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions, and such provisions will be deemed modified so that its purpose can be lawfully effectuated and enforced. This is the entire agreement between the parties relating to the subject matter herein.

LINKING

If you link to this Site, you may only link to the home page, and the link must be in plain text, unless otherwise approved in writing by NorthStar M&A Advisors Any such link must not damage, dilute or tarnish the goodwill associated with NorthStar M&A Advisors, nor may the link create the false appearance that your web site or organization is sponsored, endorsed by, affiliated or associated with NorthStar M&A Advisors. You may not “frame” this Site.