Terms Of Use

Irenic Capital Management (“Irenic,” “we,” “us,” or “our”) welcomes you. These terms of use (these “Terms of Use”) relate to our website located at https://irenicmgmt.com (the “Website”). We may update these Terms of Use from time to time. By using the Website, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which are hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then you are not permitted to use the Website.

Intellectual Property

The Website contains material, such as text, graphics, images, designs, sound recordings, audiovisual works, and other content provided by us or our licensors (collectively, the “Content”). The Content is owned by us or our licensors. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy of the Content that you make. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

The trademarks, service marks, and logos used and displayed on the Website may be registered and/or unregistered trademarks or service marks of our licensors (collectively, the “Trademarks”). You are not granted, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Trademarks inures to the benefit of us or our licensors.

Disclaimers

THE WEBSITE AND ALL CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE WEBSITE WILL OPERATE ERROR-FREE, THAT THE CONTENT IS COMPLETE OR ACCURATE, OR THAT THE WEBSITE, SERVERS, OR CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THE WEBSITE AND THE CONTENT MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AND THE PLATFORM AT ANY TIME WITHOUT NOTICE.

No Offers or Reliance

No material available through the Website shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of any of our affiliated entities. Offers can only be made where lawful under, and in compliance with, applicable law. We are not utilizing the Website to provide investment or other advice, and no information or material available through the Website is to be relied upon for the purpose of making or communicating investment or other decisions. We do not advise on the tax consequences of any investment.

To the extent that past performance is available through the Website, past performance is not indicative of future results, and no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

Please remember that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy (including those undertaken or recommended by Irenic), will be profitable or equal any historical performance level(s). Other events which were not taken into account may occur, and any projections, outlooks or assumptions should not be construed to be indicative of the actual events which will occur.

Investments discussed on the Website, if any, may not be suitable for you. You should make your own investment decisions based upon your own financial objectives and financial resources, and prior to making any investment decision, you are advised to consult with your broker, investment adviser, or other appropriate tax or financial professional to determine the suitability of any investment. None of Irenic, any of its affiliates, and each of their respective officers, directors, members, agents, representatives, employees, or contractors shall be responsible or have any liability for investment decisions based upon, or the results obtained from, the information provided.

No Inside Information; No Guaranteed Results

Irenic obtains information from a wide variety of publicly available sources. Irenic does not have, nor does it claim to have, sources of inside or private information. The recommendations developed by Irenic in connection with its services are based upon the professional judgment of Irenic and Irenic cannot and does not guarantee the results of any recommendations.

Forward-Looking Statements

The Website contains certain “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “potential” and other similar terms. Examples of forward-looking statements include, but are not limited to, estimates with respect to financial condition, results of operations, and the success or lack of success of Irenic’s investment process or strategy. All are subject to various factors, including, but not limited to general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors affecting Irenic’s operations that could cause actual results to differ materially from projected results.

Limitation of Liability

IN NO EVENT WILL WE BE LIABLE FOR (I) INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE OR THE CONTENT, OR (II) DIRECT DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100.00), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

External Sites

The Website or the Content may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content or products available through such External Sites. The External Sites may offer third-party goods and services (the “Third Party Products”), and you acknowledge and agree that: (i) we do not manufacture or sell the Third Party Products and thus have no control over the quality, safety, legality or efficacy of any Third Party Product; (ii) we have no involvement in any transaction involving any Third Party Products; and (iii) we shall have no liability with respect to any Third Party Product or any transaction or interaction between you and the provider of any Third Party Product.

The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk. These Terms of Use and our Privacy Policy do not apply to any External Sites and Third Party Products and prior to accessing any External Sites or Third Party Products please be sure to review the terms of use and privacy policies of those External Sites.

Indemnification

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, or your use or misuse of the Website or any Content. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

Compliance With Applicable Laws

The Website is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Website or any Content from outside of the United States, you do so at your own risk.

WHETHER INSIDE OR OUTSIDE OF THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL, NATIONAL OR INTERNATIONAL LAWS, INCLUDING, WITHOUT LIMITATION, SECURITIES LAWS, CONTROLLED SUBSTANCES LAWS, AND IMPORT AND EXPORT LAWS. IN PARTICULAR, YOU UNDERSTAND THAT THE WEBSITE, THE CONTENT, OR BOTH MAY NOT BE AVAILABLE IN ALL JURISDICTIONS AND THAT YOU ARE RESPONSIBLE FOR ENSURING THAT IT IS LAWFUL FOR YOU TO ACCESS AND USE THE WEBSITE AND THE CONTENT IN YOUR JURISDICTION. DISCUSSION OR DISPLAY OF ANY PRODUCTS OR BUSINESSES, ON THIS WEBSITE IS NOT AN ENDORSEMENT OF THE USE OR POSSESSION OF SUCH ITEMS. IF YOU RESIDE IN A JURISDICTION WHERE IT IS FORBIDDEN BY LAW TO PARTICIPATE IN THE ACTIVITIES OFFERED BY OR RELATED TO THE WEBSITE OR ANY CONTENT, YOU MAY NOT: (I) ENTER INTO THIS AGREEMENT; OR (II) ACCESS OR USE THE WEBSITE OR THE CONTENT. BY ACCESSING OR USING THE WEBISTE OR THE CONTENT YOU ARE EXPLICITLY STATING THAT YOU HAVE VERIFIED IN YOUR OWN JURISDICTION THAT ACCESS TO AND USE OF THE WEBSITE AND THE CONTENT IS ALLOWED.

Termination of the Agreement

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website or Content, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website or Content at any time without prior notice or liability. The terms of this Agreement will survive its expiration or termination.

Electronic Communications and Contracting

By assenting to this Agreement, you agree that a printed version of this Agreement and all other agreements entered into by you on the Site in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Miscellaneous

If this Agreement is terminated in accordance with the Termination of the Agreement provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: Intellectual Property, Disclaimers, Limitation of Liability, Indemnification and Miscellaneous. This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. Except for proceedings commenced by us to protect our intellectual property or confidential information, which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in New York, New York. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. This Agreement constitutes the entire agreement between you and us with respect to your access to and use of the Website and the Content, and supersedes all previous or contemporaneous agreements, whether written or oral, between us with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import.

Privacy Policy

Irenic Capital Management (“Irenic,” “we,” “us,” or “our”) welcomes you. This privacy policy (the “Privacy Policy”), which may be updated by us from time to time, applies to information collected when you visit our website (the “Website”) located at https://irenicmgmt.com.

By accessing or using the Website, or otherwise manifesting your assent to this Privacy Policy, you acknowledge that you have read, understood, and agree to be bound by this Privacy Policy. If you do not agree to (or cannot comply with) all of the terms of this Privacy Policy, do not access or use the Website.

THE INFORMATION WE COLLECT AND HOW WE USE IT

In the course of operating the Website, Irenic collects or receives the following types of information.

Contact Information

We collect contact information on our Website; contact information typically includes your name, e-mail address, phone number, and any information you provide in messages to us. We use such contact information for the purpose it was provided such as providing you with information about our products and services, responding to your inquiries, sending you e-mail alerts (including marketing emails), providing you with our written materials and newsletters as they become available, or providing you the Website.

Server Logs

Like most websites today, our web servers may keep log files that record data each time a device accesses those servers. The log files contain data about the nature of such access, including the device’s IP address, user agent string (e.g., operating system and browser type/version), and referral URL (i.e., the external source by which you arrived at our Website, or the pages you’ve clicked on while on our Website). We may use these log files for purposes such as assisting in monitoring and troubleshooting errors and incidents, analyzing web traffic, or optimizing the user experience.

Cookies

We use “cookie” technology to make it easier for you to navigate our Website. Cookies are small packets of data that a website stores on your computer’s hard drive (or other storage medium associated with a mobile device) so that your computer will “remember” information about your visit. Cookies may also collect usage information such as which pages you visit, the content you view and how long you stay on our Website. If you do not want us to place a cookie on your hard drive, you may be able to turn that feature off on your computer or mobile device. Please consult your browser’s documentation for instructions. If you decide not to accept cookies from us, certain aspects of the Website may not function properly or as intended.

Aggregate Data

In an ongoing effort to better understand our users and their interactions with our Website, we might analyze your information in aggregate form to operate, maintain, manage, and improve the Website. This aggregate information does not identify you personally. We may share this aggregate data with our affiliates, agents, and business partners. We may also disclose aggregated user statistics in order to describe the Website to current and prospective customers, business partners and to other third parties for other lawful purposes.

Onward Transfer to Third Parties

Like many businesses, we hire other companies to perform certain business-related services. We may disclose personal information to certain types of third party companies but only to the extent needed to enable them to provide such services. The types of companies that may receive personal information and their functions are: hosting services, technical assistance, database management/back-up services, use analytics, e-mail marketing platforms, customer service, and payment processing.

Business Transfers

In the event of a merger, dissolution, reorganization or similar corporate event, or the sale of all or substantially all of our assets, we expect that the information that we have collected, including personal information, would be transferred to the surviving entity in a merger or the acquiring entity. All such transfers shall be subject to our commitments with respect to the privacy and confidentiality of such personal information as set forth in this Privacy Policy. This policy shall be binding upon Irenic and its legal successors in interest.

Disclosure to Public Authorities

We are required to disclose personal information in response to lawful requests by public authorities, including for national security or law enforcement purposes. We may also disclose personal information to other third parties when compelled to do so by courts, government authorities or required by law or regulation including, but not limited to, in response to court orders and subpoenas.

OPT-OUT FOR DIRECT MARKETING; E-MAIL MANAGEMENT

You may opt out at any time from the use of your personal information for direct marketing purposes by e-mailing the instructions to contact@irenicmgmt.com or by clicking on the “Unsubscribe” link located on the bottom of any Irenic marketing email and following the instructions found on the page to which the link takes you. Please allow us a reasonable time to process your request.

HOW WE PROTECT YOUR INFORMATION

Irenic takes very seriously the security and privacy of the personal information that it collects pursuant to this Privacy Policy. Accordingly, we implement reasonable and appropriate security measures to protect your personal information from loss, misuse and unauthorized access, disclosure, alteration and destruction, taking into account the risks involved in processing and the nature of such data, and comply with applicable laws and regulations. Please understand, however, that no security system is impenetrable. We cannot guarantee the security of our databases or the databases of the third parties with which we may share your information (as permitted herein), nor can we guarantee that the information you supply will not be intercepted while being transmitted over the Internet. In particular, e-mail sent to us may not be secure, and you should therefore take special care in deciding what information you send to us via e-mail.

CHILDREN

We do not knowingly collect personal information from children under the age of 16 through the Website. If you are under 16, please do not give us any personal information. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce our Privacy Policy by instructing their children to never provide personal information without their permission. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us at contact@irenicmgmt.com, and we will endeavor to delete that information from our databases.

IMPORTANT NOTICE TO ALL NON-US RESIDENTS

Our servers are located in the US and elsewhere. Please be aware that your information may be transferred to, processed, maintained, and used on computers, servers, and systems located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your country of origin. If you are located outside the United States and choose to use the Website, you do so at your own risk.

CALIFORNIA PRIVACY RIGHTS

Pursuant to Section 1798.83 of the California Civil Code, residents of California have the right to obtain certain information about the types of personal information that companies with whom they have an established business relationship (and that are not otherwise exempt) have shared with third parties for direct marketing purposes during the preceding calendar year, including the names and addresses of those third parties, and examples of the types of services or products marketed by those third parties. If you wish to submit a request pursuant to Section 1798.83, please contact Irenic via e-mail at contact@irenicmgmt.com.

DO NOT TRACK

Irenic does not respond to “Do Not Track” settings or other related mechanisms at this time.

LINKS TO EXTERNAL WEBSITES

The Website may contain links to third-party websites (“External Sites”). Irenic has no control over the privacy practices or the content of any such External Sites. As such, we are not responsible for the content or the privacy policies of such External Sites. You should check the applicable privacy policy and terms of use when visiting any such External Sites.

CHANGES TO THIS PRIVACY POLICY

This Privacy Policy is effective as of the last updated date stated at the top of this Privacy Policy. We may change this Privacy Policy from time to time. Any such changes will be reflected in the Privacy Policy as posted on the Website. By accessing the Website after we make any such changes to this Privacy Policy, you are deemed to have accepted such changes. Please be aware that, to the extent permitted by applicable law, our use of the information collected is governed by the Privacy Policy in effect at the time we collect the information. Please refer back to this Privacy Policy on a regular basis.

HOW TO CONTACT US

If you have questions about this Privacy Policy, please e-mail us at contact@irenicmgmt.com with “Privacy Policy” in the subject line.