These terms of use are entered into by and between the Company and Quadrangle Consulting LP, QDS LP and their respective affiliates (“Quadrangle”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern the Company’s access to and use of https://qds.quadrangleconsulting.com/, https://clemente.quadrangleconsulting.com , or any other site so designated by Quadrangle to host the portal, including any content, functionality and services offered by or through Quadrangle (the “Portal” or “Site”). Terms defined in the Services Agreement and not otherwise defined herein are used herein as defined in the Services Agreement. Quadrangle may revise or update these Terms of Use at any time. By continuing to access or use the Portal, Company accepts any such revisions or modifications and agree to be bound by those revised or updated Terms of Use.

Quadrangle reserves the right to withdraw or amend this Portal, and any service or material Quadrangle provides on the Portal, in its sole discretion and without notice. Quadrangle will not be liable if for any reason all or any part of the Portal is unavailable at any time or for any period. From time to time, Quadrangle may restrict access to some parts of the Portal, or the entire Portal, to users.

The Company is responsible for:

To access the Portal or some of the resources it offers, the Company may be asked to provide certain registration details or other information. The Company agrees that all information provided to register with this Portal or otherwise, including but not limited to through the use of any interactive features on the Portal, is governed by the Services Agreement, and the Company consents to all actions taken with respect to its information consistent with the terms of the Services Agreement.

If the Company chooses, or is provided with, a user name, password or any other piece of information as part of Quadrangle’s security procedures, the Company must treat such information as confidential and must not disclose it to any other person or entity. The Company also acknowledges that its account is personal to it and agrees not to provide any other person with access to this Portal or portions of it using its user name, password or other security information. The Company agrees to notify Quadrangle immediately of any unauthorized access to or use of its user name or password or any other breach of security. The Company also agrees to ensure that it exits from its account at the end of each session.

Quadrangle has the right to disable any user name, password or other identifier, whether chosen by the Company or provided by Quadrangle, at any time in its sole discretion, including if, in its opinion, the Company violated any provision of these Terms of Use.

The Portal and its entire contents, features, functionality and compilation are owned by Quadrangle, its licensors or other providers of such material are protected by United States and international intellectual property laws, including copyright, trademark (including all related names, logos, product and service names, designs and slogans), database protection, patent, trade secret, and/or trade dress rights. The Company shall not have any rights in such intellectual property other than as specifically provided for herein.

These Terms of Use permit the Company to use the Portal for its internal, non-commercial use only. The Company may not modify copies of any materials from the Portal; use or copy any functionality, illustrations, photographs, video or audio sequences from the Portal or use any graphics separately from the accompanying text; copy, modify or reverse engineer any object or source code associated with the Portal; or delete or alter any copyright, trademark or other intellectual property rights notices from copies of materials from the Portal. The Company may not access or use for any commercial purposes any part of the Portal or any services or materials available through the Portal.

If the Company prints, copies, modifies, downloads or otherwise uses or provides any other person with access to any part of the Portal in breach of the Terms of Use, its right to use the Portal will cease immediately and the Company must, at Quadrangle’s option, return or destroy any copies of the materials it has made. No right, title or interest in or to the Portal, any content on the Portal, or any intellectual property rights that may be associated with the Portal is transferred to the Company, and all rights not expressly granted are reserved by Quadrangle. Any use of the Portal not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

In using the Portal, the Company and third parties on its behalf may upload or submit content (“Submissions”) through the Portal. Submissions include, without limitation: agreements, terms, other documentation, and any other content submitted to or published on or through the Portal (e.g., using electronic form fields, scripts or applications made available through the Portal).

By submitting or publishing Submissions on or through the Portal, the Company expressly agrees (a) that no personally identifiable information is contained in such Submissions; (b) that the individual submitting is authorized to submit Submissions to the Portal and bind the Company to these Terms of Use; and (c) that Quadrangle may analyze, aggregate, reformat, create databases and derivative works, combine Submissions with other information received, and otherwise use and distribute such Submissions. As such, the Company providing Submissions hereby irrevocably grants Quadrangle a perpetual, world-wide, non-exclusive, royalty-free, sub-licensable, transferable right to use such Submissions for any commercial or non-commercial purpose. Finally, the Company providing Submissions irrevocably waives, and causes to be waived, against Quadrangle or any other party (including other users of the Portal), any claims and assertions of moral rights or attribution with respect to such Submissions. The term “use” in this context is expressly understood to include the right to use, copy, publicly perform or display, distribute, modify, translate, and create derivative works based on the Submissions, including combining Submissions from one entity with information obtained from third party sources such as banks, dealers and other vendors.

The Company providing Submissions acknowledges and agrees that Quadrangle is not responsible for monitoring Submissions. Quadrangle and its designees shall, however, have the right (but not the obligation) in their sole discretion to pre-screen, refuse, edit, or remove any Submissions that are available on the Portal. The Company providing Submission further agrees to assume all risks associated with the use of any Submissions including any reliance on the accuracy, completeness, or usefulness of the content of such Submissions.

The Company may use the Portal only for lawful purposes and in accordance with these Terms of Use. The Company agrees not to use the Portal:

To harass, defame, threaten, discriminate against, or provide false or misleading information about any other person or entity. The Company expressly represents and agrees that any Submissions that are published or submitted on or through the Portal:

The Company may expose itself to liability by failing to abide by these requirements and Quadrangle shall bear no responsibility for any Submissions that violate these Terms of Use. Furthermore, those that publish Submissions that violate these Terms of Use may be banned from the Portal, or have their access to the Portal restricted, without warning and at Quadrangle’s sole discretion.

The Portal may contain information about and/or links to third party websites or vendors or service providers (together “Third Party Content”). This Third Party Content is provided to Company solely as a convenience. Quadrangle makes no representations or warranties of any kind as to any Third Party Content and Quadrangle in no way endorses or authorizes said Third Party Content or any third parties identified on the Portal. To the extent Company relies on or accesses any Third Party Content, Company does so at its own risk.

Quadrangle has the right to:

Without limiting the foregoing, Quadrangle has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Portal.

The Company understands that Quadrangle cannot and does not guarantee or warrant that files available for downloading from the internet or the Portal will be free of viruses or other destructive code. The Company is responsible for implementing sufficient procedures and checkpoints to satisfy its particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. QUADRANGLE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT THE COMPANY’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO THE COMPANY’S USE OF THE PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL OR TO THE COMPANY’S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

THE COMPANY’S USE OF THE PORTAL, ITS CONTENT, ANY THIRD PARTY CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL IS AT ITS OWN RISK. THE PORTAL, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER QUADRANGLE NOR ANY PERSON ASSOCIATED WITH QUADRANGLE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PORTAL. WITHOUT LIMITING THE FOREGOING, NEITHER QUADRANGLE NOR ANYONE ASSOCIATED WITH QUADRANGLE REPRESENTS OR WARRANTS THAT THE PORTAL, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT QUADRANGLE’S SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL WILL OTHERWISE MEET THE COMPANY’S NEEDS OR EXPECTATIONS.

QUADRANGLE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IN NO EVENT WILL QUADRANGLE OR THEIR RESPECTIVE SUCCESSORS, PARENTS, AFFILIATES, ASSIGNS, AGENTS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SHAREHOLDERS, MEMBERS, LICENSORS, LICENSEES, SERVICE PROVIDERS, AND REPRESENTATIVES BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, OR OTHERWISE) FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE COMPANY’S USE, OR INABILITY TO USE, THE PORTAL, ANY WEBSITES LINKED TO IT, ANY CONTENT OR THIRD PARTY CONTENT ON THE PORTAL OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Company agrees to indemnify, defend, and hold harmless Quadrangle and their respective successors, parents, affiliates, assigns, agents, servants, officers, directors, managers, employees, contractors, shareholders, members, licensors, licensees, service providers, and representatives (the “Quadrangle Indemnified Parties”) from any and all claims, causes of action, losses, liabilities, suits, judgments, amounts paid in settlement, administrative actions, damages, costs, or expenses (including attorneys’ fees, disbursements, and court courts), as well as any and all penalties, fines, interest, and additions to tax, brought by any third party against any Quadrangle Indemnified Parties and arising out of or related to: (a) Company’s use of the Portal; (b) any use of the Portal by a third party under Company’s account or supervision; (c) any content or information that Company provides, shares, posts, or publishes on the Portal (including, without limitation, any claims of breach, infringement, or violation of any intellectual property, proprietary, or other rights of any person or entity (including, without limitation, contractual rights, copyrights, design rights, trademarks, common law rights, rights of publicity or privacy, moral rights, defamation, or libel, whether under state or federal law or statute or at common law of any jurisdiction); or (d) any violation of these Terms of Use by Company.

Quadrangle respects intellectual property. If you are a copyright rights owner and believe that your copyrighted materials have been copied or shared on Quadrangle’s Portal in a way that you reasonably believe in good faith constitutes copyright infringement, you may notify Quadrangle pursuant to the Digital Millennium Copyright Act (“DMCA”), by contacting:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.

(iv) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Terms of Use are entered into pursuant to and under the Services Agreement. The terms of the Services Agreement are incorporated herein by reference and made part of these Terms of Use. In the event of a conflict between these Terms of Use and the Services Agreement, the Services Agreement will control.

Quadrangle has the right in its sole discretion at any time to discontinue, change, or alter the Portal in whole or in part in any manner it sees fit, including to change, modify, or delete any content, information, or material provided, shared, posted, or published by Company or any Third Party Content.

There is no joint venture, partnership, agency, or fiduciary relationship existing between Quadrangle and Company; Quadrangle and Company do not intend to create any such relationship by these Terms of Use or Company’s use of the Portal.

By using the Portal, the Company agrees that the state and federal courts of the State of New York, located in the county of Manhattan, will be the exclusive forum for any dispute arising out of the Company’s use or exploitation of the Portal. The Company agrees not to challenge personal jurisdiction or venue for any action brought by Quadrangle in the courts of the state and federal courts in the county of Manhattan and in the State of New York relating to the Company’s use or exploitation of the Portal. The Company further agrees and acknowledges that Quadrangle will be irreparably harmed by any misappropriation or misuse of Quadrangle’s intellectual property rights in the Portal, that damages are inadequate to remedy the same, and that Quadrangle is entitled to injunctive relief on any intellectual property-related claim for which it might prevail without the obligation to post a bond.

These Terms of Use inure to and bind all of Company’s employees and anyone accessing the Portal on Company’s behalf or through Company’s account. Company will ensure that its employees and agents understand and comply with these Terms of Use.