This website from which you are accessing these Terms of Use (“Site”) is created and maintained by Groundswell Assets, LLC (referred to below as “GA,” “we,” and “us”).

In these Terms and Conditions, ‘affiliated entities’ means any direct or indirect parent, subsidiaries, or affiliated companies of GA.

Please read the below terms and conditions (“Terms of Use”) carefully. Your use of the Site is subject to these Terms of Use.

1. Acceptance of Terms. The Site is made available by GA subject to this Agreement. We reserve the right to update or make changes to this Agreement from time to time, which changes we may provide to you by any reasonable means, including without limitation, by posting the revised version of this Agreement on the Site. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement. Your access to or use of the Site following changes to this Agreement will constitute your acceptance of those changes. Any changes to this Agreement shall not apply to any dispute between you and GA arising prior to the date on which GA posted the revised version of this Agreement incorporating such changes or otherwise notified you of such changes.
   BY ACCESSING OR USING THE SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
   We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site, with or without notice; charge fees in connection with the use of the Site; modify or waive any fees charged in connection with the Site; or offer opportunities to some or all users of the Site. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, in whole or in part, or of any service, content, feature or product offered through the Site. Your continued access to or use of the Site after such changes will indicate your acceptance of such changes.

1. Intended use of the Site. The information on this Site is provided for informational purposes only. Nothing contained in the Site shall be used or considered as an offer or a solicitation of any offer to sell or buy securities, products or services of GA or any other issuer. GA makes no representations that securities, products or services referenced in the Site are available or appropriate for sale or use in all jurisdictions or by all investors. Your use of the Site and/or Content (as defined below) must at all times comply with all applicable laws, rules and regulations.
   GA does not use the Site to provide investment or other advice, and no information or other materials on the Site should be interpreted as a recommendation to buy or sell any securities or to be relied upon for the purpose of making investment decisions.

1. Content we make available on the Site. GA may make available via the Site content, including (but not limited to) information and other texts, photos, pictures and other images, software, or applications (together referred to as “Content”). We, our affiliated entities and/or our licensors own all Content made available through the Site. Such Content is subject to copyright, trademark or other intellectual property rights and laws. Unless expressly stated otherwise, you may not reproduce, modify, disseminate or otherwise exploit our Content in any way or form without our prior express approval.
   In addition, you acknowledge that the Site itself is protected by copyright law. All trademarks used on the Site are the property of their respective owners.
   PLEASE NOTE THAT UNAUTHORIZED USE OF THE SITE OR ANY CONTENT ON THE SITE (INCLUDING WITHOUT LIMITATION ANY SOFTWARE MADE AVAILABLE THROUGH THE SITE) MAY IN PARTICULAR JURISDICTIONS RESULT IN MONETARY DAMAGES AND OTHER CIVIL AND CRIMINAL PENALTIES INCLUDING WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.

1. Rules of Conduct. In using the Site, you agree to comply with the following “Rules of Conduct” as updated from time to time by us. You are prohibited from posting or transmitting, through or in connection with the Site, any (a) unlawful, threatening, defamatory, obscene, scandalous, inflammatory or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; (b) virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment; or (c) unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” or any other form of solicitation. In addition, you will not (i) interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks; (ii) access or use the Site through any technology or means other than those expressly designated by us; (iii) except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site; (iv) remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site; (v) create a database by systematically downloading and storing all or any Site content; or (vi) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, without our express prior written consent. GA may fully cooperate with any law enforcement authorities and/or court order requesting or directing GA to disclose the identity of anyone who has engaged in any violation of the Rules of Conduct, including (but not limited to) anyone who has posted information or materials in violation of the Rules of Conduct, and GA reserves the right to moderate (including removing) any such information or materials at any time from this Site.

2. Links. The Site may provide links to other websites and online resources. We are not responsible for and do not endorse such external sites or resources. Other sites may link to the Site with or without our authorization, and we may block any links to or from the Site. YOUR USE OF THIRD-PARTY WEBSITES AND RESOURCES IS AT YOUR OWN RISK.

3. Information Submitted Through the Site. Your submission of information through the Site is governed by our Privacy Policy. You agree that all information that you provide to us is true, accurate and complete and that you will maintain and update such information regularly.

4. Registration: User Names and Passwords. You may need to register to use all or part of the Site. You represent and warrant that all information submitted to GA in connection with such registration is complete and accurate. We may reject, or require that you change, for any reason, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you (and not GA) are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Site account. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

5. Liability. WHILE WE ENDEAVOR TO MAINTAIN THE INFORMATION ON THIS SITE ACCURATE AND UP-TO-DATE, YOU ACKNOWLEDGE THAT THIS SITE AND ALL CONTENT, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THIS SITE ARE PROVIDED TO YOU “AS IS” WITHOUT ANY EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND. NITYA, ITS AFFILIATED ENTITIES AND THEIR RESPECTIVE LICENSORS DISCLAIM ALL STATUTORY AND IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THIS SITE AND ALL CONTENT, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT PROMISE THAT THIS SITE, OR ANY INFORMATION, CONTENT OR MATERIALS MADE AVAILABLE THROUGH THIS SITE, WILL BE ACCURATE, RELIABLE, COMPLETE, ERROR-FREE OR COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. WITHOUT LIMITING THE FOREGOING, NITYA, ITS AFFILIATED ENTITIES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS AND PROVIDERS MAKE NO REPRESENTATION OR WARRANTY (A) REGARDING THE STATEMENTS, ACTS OR OMISSIONS OF ANY THIRD PARTIES; (B) THAT THIS SITE AND/OR ANY OF ITS FEATURES WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO THIS SITE AND/OR ANY OF ITS FEATURES WILL BE UNINTERRUPTED OR SECURE; (C) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THAT THE SITE OR THE SERVERS OR NETWORKS THROUGH WHICH THE SITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
   NEITHER NITYA NOR ANY OF ITS AFFILIATED ENTITIES, NOR ANY OF ITS OR THEIR AGENCIES, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, IS LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, OR USE OF, THE SITE, ITS FEATURES OR ANY CONTENT MADE AVAILABLE THROUGH THE SITE, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES, TO THE EXTENT PERMITTED BY APPLICABLE LAW. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE SHALL BE THE TOTAL AMOUNT PAID BY YOU TO US TO ACCESS AND USE THE SITE.
   IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

1. Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless GA, its affiliated entities, and any other party involved in creating, producing or delivering the Site, and their respective directors, officers, employees, agents, shareholders, licensors and representatives, from and against all claims, losses, costs and expenses (including without limitation attorneys fees) arising out of (a) your use of, or activities in connection with, the Site; (b) any violation of these terms of use by you; or (c) any allegation that any Content that you make available or create through the Site, infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party.

2. Termination. These Terms of Use are effective until terminated. You agree that we may terminate your access to or use of the Site or any portion thereof, at any time, if you breach these Terms of Use, or we reasonably believe that you have breached these Terms of Use, subject to any restrictions placed on our exercise of such rights under applicable law. Upon any such termination, your right to access and use the Site will immediately cease. You agree that any termination of your access to or use of the Site may be effected without prior notice to you. You further agree that neither we nor our affiliated entities will be liable to you or any third party for any termination of your access to or use of the Site. Sections 2-4, 5-11 and 13-14 shall survive any expiration or termination of these Terms of Use.

3. Filtering. Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.

4. Contact. If you have a question or complaint regarding the Site or these Terms of Use, please send an e-mail to info@groundswllassets.com. You may also contact us by writing to Groundswell Assets, LLC, 758 KAPAHULU AVENUE, SUITE 100-956 HONOLULU, HAWAII 96816. Attention: Investor Relations. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include sensitive information in your e-mail correspondence with us. In addition, California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445–1254 or (800) 952–5210.

5. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of Texas, without regard to its choice of law provisions. You agree to the exclusive jurisdiction by the courts located in Houston, Texas, and you hereby waive any jurisdictional, venue or inconvenient forum objections to such courts. The UN Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use.

6. Miscellaneous. If any provision of these Terms of Use shall be deemed to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, or agency relationship between you and us. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Use without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms of Use, together with all agreements and statements referred to herein and incorporated herein by reference, is the entire agreement between you and us relating to the subject matter hereof and, except as otherwise provided herein, supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you may be made by posting a notice (or a link to a notice) to the Site, by email, or by regular mail, in our discretion. Without limitation, you agree that 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 upon 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. We will not be responsible for failures to fulfill any obligations due to causes beyond our control. You agree that our licensors who make their Content available to us in connection with the Site are third-party beneficiaries under these Terms of Use with the right to enforce the provisions of this Agreement that directly concern their content. Notwithstanding the immediately preceding sentence, our right to enter into, rescind or terminate any variation, waiver or settlement under these Terms of Use is not subject to the consent of any third party.

7. Cookies. This site uses cookies to assist with navigation and to analyze your use of our site(s). More information about the cookies we use and the information we collect can be found in our Privacy Policy. BY ACCESSING OUR SITE YOU ARE PROVIDING YOUR ACCEPTANCE TO THE USE OF THESE COOKIES.

You may print, download or otherwise retain a copy of these Terms of Use (and of any revised version) for your records.