TERMS AND CONDITIONS OF USE

Effective as of January 27, 2020

Please read these Terms and Conditions of Use (as defined below) before using the Site (as defined below). Your access to and use of the Site is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and Burrage Capital (as defined below). The Site is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Site is not available to persons under age 18. By accessing and using the Site, you accept and agree to, without qualification, these Terms of Use and represent and warrant that you have the authority to be bound by the Use to these Terms of Use. If you do not accept and agree to these Terms of Use without qualification, you should exit the Site immediately.

THE SITE

Burrage Capital Management LLC and/or its respective affiliated entities (collectively, “Burrage Capital”) provide, through use of their Web site, [**www.Burragecapital.com**] (the “Site”), information regarding Burrage Capital’s investment advisory business. This Site is owned and operated by Burrage Capital and is being provided to you under the following terms and conditions and any operating rules, policies, and procedures that may be published from time to time on this Site by Burrage Capital(collectively, the “Terms of Use”).

These Terms of Use govern visitors’ (“Visitors”) access to and use of the public areas of the Site that are available to all Visitors (“Public Areas”). In addition to the Public Areas of the Site, these Terms of Use also govern investors’ and/or other visitors to the Site for whom Burrage Capital provides login credentials (each, a “Registrant” and collectively with Visitors, “Users”) access to and use of certain non-public restricted areas of the Site (the “Restricted Areas”). Only Registrants may access the Restricted Areas of the Site. Unless otherwise indicated, the term “Site” as used throughout these Terms of Use shall include the Public Areas and the Restricted Areas. For the purposes of these Terms of Use, “you” or “your” shall refer to you as a Visitor to or Registrant of this Site.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Site is for your personal and non-commercial use. Burrage Capital hereby grants you a non-exclusive, non-transferable and limited personal license to access and use the Site, conditioned on your continued compliance with these Terms of Use. You may not modify, copy(except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Site. You may not link other websites to the Site without Burrage Capital’s prior written permission.

All information in the Restricted Areas of the Site is confidential and private and you may not disclose or distribute such information to any other person for any purpose. Such information is made available solely for your personal use in connection with your current or potential investment activities.

You are prohibited from using the Site to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Site for any purpose without the prior written permission of Burrage Capital. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site, or bypass any measures that we may use to prevent or restrict access to the Site. You shall not, directly or indirectly, reverse engineer, decompile, disassemble, translate or convert any computer programs used to access the Site. Any special rules for the use of certain software and other content accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms of Use by reference. Any rights not expressly granted herein are reserved.

Unauthorized access to and/or use of the Site, or to the telecommunications or computer facilities used to deliver the Site, is a breach of these Terms of Use and is a violation of law.

NON-EUROPEAN INVESTORS

Registering to access and/or accessing the Site and the information that it contains constitutes a request by you, at your initiative, to be provided with information about the funds referenced on this website (the “Funds”). Burrage Capital does not intend to actively market any Funds to investors in the European Union or the European Economic Area and, therefore, Burrage Capital (and its affiliates) are outside the scope of the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (the “AIFMD”) and are not subject to the requirements of the AIFMD. If you are a prospective investor located in, or have your registered office in, the European Union or the European Economic Area, as a condition to your use of this Site, you represent that you acknowledge and understand that the information contained on this Site may not include information that Burrage Capital would have been required to provide to you, or to otherwise make public, had either BurrageCapital been required to comply with the AIFMD, and Burrage Capital may not provide to you such information or sales materials which would otherwise have been required by the AIFMD.


REGISTRATION INFORMATION

Any and all investors currently holding interests in investment vehicles managed by Burrage Capital will be provided login credentials by Burrage Capital to access the Restricted Areas of the Site. If you are a current investor and have not received such login credentials, please contact Burrage Capital to obtain access to the Restricted Areas of the Site.

In addition to investors, certain Visitors may request access to the Restricted Areas of the Site by completing and submitting to Burrage Capital a prospective user questionnaire. When you submit the questionnaire, you will be required to provide Burrage Capital with the following information: your name, complete address information, e-mail address, telephone numbers and fax number.

In order to use the Restricted Area, a Registrant must: (a) provide certain current, complete, and accurate information about the Registrant on the questionnaire and otherwise; (b) maintain and update such Registrant information as required to keep information current, complete, and accurate; (c) provide all equipment, including a computer and modem, necessary to establish a connection to the Web; (d) provide for the Registrant’s own access to the Web; and (e) pay any telephone, data, hosting or other service fees associated with such access. Burrage Capital reserves the right to decline to provide you with access, or to terminate your access, to any Restricted Areas if Burrage Capital learns that you have provided it with false, misleading or inaccurate registration information on the questionnaire, and otherwise at any time and for any reason, in Burrage Capital’s sole and absolute discretion.

REGISTRANT LOGIN CREDENTIALS

Access to and use of the Restricted Areas is through certain login credentials, which include a combination of your username and a password that Burrage Capital provides to you as an investor, client and/or other Visitor of the Site following approval of your access to the Restricted Areas, which approval may be granted or withheld by Burrage Capital in its sole and absolute discretion.

You are responsible for maintaining the confidentiality of your username and passwords. You are entirely responsible for any and all activities which occur under your username and password whether or not authorized by you. Although Burrage Capital will not be liable for losses caused by any unauthorized use of Registrant’s account, Registrants may be liable for the losses of Burrage Capitalor others due to such unauthorized use.

You may not allow others to use your username or password to access or use any part of the Site. If you know or believe that your username and/or password has been compromised for any reason, you should contact Burrage Capital immediately to request new login credentials. If you provide your username and password to any third party, you will be solely responsible for any actions taken by such third party using your username and password.

NO SECURITIES OFFERING OR INVESTMENT ADVICE

The materials, content and information available on the Site are for information purposes only and do not constitute any investment advice or advertisement or an offer to sell or a solicitation of an offer to purchase any share/interest in any investment vehicles. Any such offerings of securities may only be made only by prospectus or private offering memoranda by persons who are registered, or not required to be registered as broker-dealers or agents in the particular jurisdiction, and in accordance with applicable law, including, without limitation, the Securities Act of 1933, as amended. The Site is not intended for distribution to or use by any person in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

The information on the Site is provided on a confidential basis. It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The information in the Site should not be construed as Burrage Capital’s endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving any information found on the Site, and Burrage Capital urges you to make sure that you understand these risks before relying on, using or retrieving any information on the Site. You should evaluate the information made available through the Site, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information. The material available on the Site has been prepared from original sources and data believed to be reliable. However, no representations are made as to the accuracy or completeness thereof, and it is subject to change without notice. Any investment in any privately offered investment product involves a high degree of risk and is suitable only for sophisticated investors.

Burrage Capital’s businesses are not designed or intended to replace any services provided by their respective clients’ other legal, tax and financial advisors. Clients of BurrageCapital, any investors holding interests in investment vehicles managed by BurrageCapital, or other Visitors or Registered Users of the Site must rely entirely on their own advisors as to legal, tax, financial or other matters relevant to the suitability of any investment.

You acknowledge that any of your requests for information are unsolicited and any information provided or made available by Burrage Capital shall neither constitute nor be construed as investment advice from Burrage Capital to you or to form an investment advisory relationship, or any other client relationship between you and Burrage Capital or any of its affiliates or employees. Burrage Capital strongly recommends that you seek outside advice from a qualified securities’ professional. Burrage Capital does not guarantee the suitability or potential value of any particular investment or information source. Clients of Burrage Capital may from time to time be invested or otherwise hold an interest in companies or securities that may be discussed on the Site.

FORWARD LOOKING STATEMENTS

THE SITE MAY INCLUDE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES CONCERNING THE OPERATIONS, PROSPECTS, STRATEGIES, FINANCIAL CONDITION AND FUTURE ECONOMIC PERFORMANCE OF BURRAGE CAPITAL’S BUSINESSES, AND OF THE FUNDS AND/OR OTHER INVESTMENT VEHICLES MANAGED BY BURRAGE CAPITAL AS WELL AS BURRAGE CAPITAL’S INTENTIONS, PLANS AND OBJECTIVES, THAT ARE BEYOND THE CONTROL OF BURRAGE CAPITAL. THESE STATEMENTS ARE BASED UPON A NUMBER OF ASSUMPTIONS AND ESTIMATES WHICH ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF BURRAGE CAPITAL. WHEN USED ON THE SITE, WORDS LIKE “ANTICIPATES,” “EXPECTS,” “BELIEVES,” “ESTIMATES,” “SEEKS,” “PLANS,” “INTENDS,” “WILL” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS DESIGNED TO FALL WITHIN SECURITIES LAW SAFE HARBORS FOR FORWARD-LOOKING STATEMENTS. THE SITE AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER FOR SALE OF ANY SECURITIES. NONE OF THE INFORMATION CONTAINED HEREIN IS INTENDED TO BE, AND SHALL NOT BE DEEMED TO BE, INCORPORATED INTO ANY OF OUR SECURITIES OFFERING MATERIALS, SECURITIES FILINGS OR DOCUMENTS.

PERFORMANCE DATA

ANY PERFORMANCE DATA EXPRESSED ON THE SITE IS AN INDICATION OF PAST PERFORMANCE AND DOES NOT INDICATE OR GUARANTEE FUTURE RESULTS. THERE IS A POSSIBILITY OF LOSS ON ALL INVESTMENTS AND INVESTOR PRINCIPAL IS NOT GUARANTEED. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE, WHICH MAY BE SIGNIFICANTLY AFFECTED BY CHANGES IN ECONOMIC AND OTHER CONDITIONS.

TRUTHFUL INFORMATION

As a condition to your use of the Site, you represent and warrant to, and agree with, Burrage Capital that all information, including, without limitation, any information provided on the prospective user questionnaire, that you provide to Burrage Capital shall be truthful, accurate and complete.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE AND/OR SERVICES MADE AVAILABLE ON OR THROUGH THE USE OF THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY BURRAGE CAPITAL OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

THE USE OF THE SITE IS AT THE USER’S SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. BURRAGE CAPITAL AND/OR ITS THIRD-PARTY PROVIDERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS. BURRAGE CAPITAL AND/OR ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE USE OF THIS SITE FOR ANY PURPOSE OR AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SITE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. BURRAGE CAPITAL AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL BURRAGE CAPITAL AND/OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF BURRAGE CAPITAL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

BURRAGE CAPITAL AND ANY PERSON CREATING, MAKING AVAILABLE OR TRANSMITTING THE INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.

OWNERSHIP OF CONTENT

The Site and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Burrage Capital and are protected by U.S. and international copyright and other intellectual property and related laws, rules and regulations, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Site are proprietary to Burrage Capital, including all registered and unregistered trademarks and service marks of Burrage Capital. If the Site includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners and are protected by applicable trademark and intellectual property laws. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this Site without the prior written permission of Burrage Capital or such third party that may own the trademarks displayed on this Site. You may not use the trademarks displayed on the Site. Your use of any Content, whether owned by Burrage Capital or any third party, without Burrage Capital’s express written permission, is strictly prohibited except as otherwise expressly permitted in theseTerms of Use. Without limiting the foregoing, you are prohibited from using any of Burrage Capital’s copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Burrage Capital.

COPYRIGHT INFRINGEMENT

Burrage Capital does not permit infringing copyright activities and other infringement of intellectual property rights on its site, and Burrage Capital will remove Content if properly notified that such Content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any Content made available on the Site infringes upon or otherwise conflicts with your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) 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; (c) 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; (d) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and an electronic mail address; (e) a statement that you have 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; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please contact Burrage Capital’s designated copyright agent athrubin@burragecapital.com to send notifications of claimed infringement. For clarity, only DMCA notices should go to the copyright agent; any other feedback, comments, requests for technical support, and other communications should be directed to Burrage Capital’s customer service through the Contact area of the Site. You hereby acknowledge and agree that if you fail to comply with all of the requirements listed above, your DMCA notice may not be valid.

PRIVACY

Burrage Capital Management, LLC (“Burrage Capital” or “us” or “we”) is committed to protecting the privacy of users of its website (the “Website”). We will use reasonable efforts to see that all information, identifying and otherwise, submitted to us by users, remains private and is used only for the purposes set forth.

Furthermore, at Burrage Capital, we believe our online users have a right to know what information we collect when you visit our Website. This Online Privacy Policy describes the types of information we gather about you, how we use such information, with whom we might share such information and the means by which we keep the information secure.

Please read this Online Privacy Policy carefully. By accessing or submitting information through this Website, you are deemed to have consented to the practices described in this Online Privacy Policy.

CHANGES TO THE ONLINE PRIVACY POLICY

If we ever change the Online Privacy Policy, we will post that information on this Privacy Policy page. If there is ever any material change to how your information is used or to whom it is shared, we will notify you via the contact information we have in your personal profile. We invite you to come back from time to time to review the policy.

LINKS TO THIRD PARTY WEBSITES

The Website contains links to third party websites which, in some cases, may be incorporated into, and appear to be part of, the Website. However, once you have used these links to leave the Website, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide while visiting such sites and such sites are not governed by this Online Privacy Statement. Therefore, you should exercise caution and look at the privacy statement applicable to the website in question. Burrage Capital disclaims any responsibility for the privacy policies and procedures of any third-party websites that you reach via a hyperlink contained on the Website.

CHILDREN’S POLICY

Burrage Capital does not knowingly allow submissions of personally identifiable information by any person under the age of 18. By submitting information to Burrage Capital (whether or not through the Site), you represent and warrant that you are not under the age of 18. If Burrage Capital learns that any personally identifiable information has been submitted by any child under the age of 18, then Burrage Capital will take the appropriate steps to delete this information.

CONTACTING BURRAGE

If you have any questions about Burrage Capital’s privacy practices or this Online Privacy Policy, please e-mail us at investorrelations@burragecapital.com or contact us at: 314 Commonwealth Ave Boston MA 02115

DATE OF LAST UPDATE TO THE PRIVACY POLICY

This Online Privacy Policy was last updated on January 27, 2020.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Site, you represent and warrant to, and agree with, Burrage Capital that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company on the Site are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of Burrage Capital or that Burrage Capital endorses, recommends or approves the services or products of such companies. News stories reflect only the author’s opinion and not necessarily that of Burrage Capital.

MODIFICATION AND MONITORING OF SITE

Burrage Capital may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If you use the Site after we post changes to these Terms of Use, you accept the changed Terms of Use. Burrage Capital expressly reserves the right to monitor any and all use of the Site.

Burrage Capital has the right, but not the obligation, to monitor and record activity on the Site and respond as it deems appropriate. We may monitor and record activity on the Site for any reason or for no reason. Burrage Capital 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.

TERMINATION AND CANCELLATION

Burrage Capital may modify or terminate the Site and terminate your access to the Site, without notice at any time and for any reason.

INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless Burrage Capital, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors, service providers, contractors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Site or any product or service related there to, or any of your other acts or omissions.

APPLICABLE LAW AND JURISDICTION

Unless otherwise specified, Burrage Capital controls and operates the Site from its offices within the United States of America.

Burrage Capital does not claim that materials in the Site are appropriate or available for use in locations other than those within the United States. If you choose to access the Site from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

These Terms of Use are governed by the laws of the Commonwealth of Massachusetts, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of the State and Federal courts in Boston, Massachusetts, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Site or any product or service related thereto. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and Burrage Capital as a result of these Terms of Use or use of the Site.

Burrage Capital’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Burrage Capital’s right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Burrage Capital with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Site after accessing the Site, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Site in a manner consistent with applicable laws and regulations and in accordance with these Terms of Use, as Burrage Capital may amend them online or otherwise from time to time. 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 on 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.

These Terms of Use constitute the entire agreement between you and Burrage Capital with respect to the Site and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Burrage Capital with respect to the Site. No delay or failure on the part of either party in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy. No waiver whatsoever shall be valid unless in writing, signed by the party to be charged, and then only to the extent therein set forth.

You shall not assign or otherwise transfer these Terms of Use, in whole or in part, or delegate or subcontract any of its rights or obligations hereunder, without Burrage Capital’s prior written consent. Any attempted transfer or delegation by you without Burrage Capital’s consent will be void. These Terms of Use will bind and inure to the benefit of each party’s successors and permitted assigns.

You agree to be bound by any agreement or consent you transmit to or through the Site via any media or electronic device, including internet, telephone and wireless devices.

Burrage Capital Management LLC