Terms of use

These Terms of Use (the “Terms of Use” or “Terms“) apply to the information (collectively, the “Services“) that Black Salmon LLC (“Black Salmon“, “we“, “our“, or “us“) provides to you through the website at https://www.blacksalmon.com/ (our “Website” or “Site“) (the Services and Website are collectively referred to as the “Platform“). These Terms govern your use of the Platform. Please read these Terms carefully because they impose legal obligations on you and on Black Salmon, and establish our legal relationship.

To assist you in using the Platform and to ensure a clear understanding of the relationship arising from your use of the Platform, we have created these Terms of Use and our Privacy Policy. Our Privacy Policy explains how we treat information that we have about you, and our Terms govern your use of our Platform. Our Terms apply to anyone that uses or visits our Platform (collectively, “you” and “your“).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM. BY USING OUR PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, THEN PLEASE DO NOT USE OUR PLATFORM.

1. Your Agreement.

These Terms govern your use of the Platform. By accessing our Platform, you acknowledge that you have read these Terms and agree to be legally bound by them. We may also confirm your agreement to be bound by these Terms by asking you to click an “I accept” or similar button when you use certain portions of our Platform. If you do not agree with these Terms, then please do not use our Platform. Moreover, if you are agreeing to these Terms on behalf of a company, an organization, or other legal entity (“Your Organization“), then (i) you represent and warrant that you have authority to act on behalf of, and to bind, Your Organization, and (ii) for all purposes in these Terms and the Privacy Policy, the term “you” means Your Organization on whose behalf you are acting.

2. Your Consent to Our Privacy Practices.

Our Privacy Policy explains, among other topics, how we treat information that you provide to us through the Platform. By using our Platform, you consent to our privacy practices as set out in our Privacy Policy, which is available here: https://blacksalmon.com/privacy-policy/

3. Ownership; Reservation of Rights.

The information, software, video, audio, pictures, trademarks, text, logos, and other content on the Platform, and all other intellectual property embodied in the Platform (collectively, the “Platform Content“) are the property of Black Salmon and its licensors and protected by copyright and other intellectual property laws, or used under the principles of fair use. We and our licensors retain all rights with respect to the Platform and the Platform Content except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the Platform unless specifically authorized in writing by us.

4. Grant of Rights to You.

Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, non-transferrable right to access and use all publicly available areas of our Platform and Platform Content in order to: (i) learn more about Black Salmon and the services that we offer; (ii) participate in and receive those Services that we make available to you; and (iii) access other information that we make available through our Platform (collectively, the “Permitted Uses“). You agree that: (a) the Platform and Platform Content are made available solely for your personal use; (b) the Permitted Uses are solely for personal use; and (c) you shall not use the Platform or Platform Content for any purpose other than the Permitted Uses.

5. Code of Conduct.

By using our Platform, you agree to comply with these Terms and to otherwise comply with the following Code of Conduct, under which you shall not:

Use the Platform for purposes that are unlawful, obscene, harmful, hateful, invasive of the privacy of others, objectionable, or otherwise prohibited by these Terms.
Use the Platform in a manner that could disable, overburden, or impair the Platform or interfere with another party’s use and enjoyment of the Platform, such as through sending “spam”.
Seek to obtain access to any Services, materials, accounts, or information through hacking, data harvesting, data mining, or through other means we have not intentionally made available to you through the Platform.
Infringe Black Salmon’s or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
Transmit material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or Personal Information.
Use the Platform to test or reverse engineer the Platform in order to find limitations, vulnerabilities, or to evade filtering capabilities.
Seek to obtain access to any materials or information through “hacking”, “data harvesting”, or through other means we have not intentionally made available to you through the Platform.
Use the Platform for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Website to violate any law, statute, or regulation (including, without limitation, those governing privacy, export control, consumer protection, unfair competition, anti-discrimination, or false advertising). You are responsible for your own compliance with all applicable laws.

We reserve the right at any time to (i) monitor your use of the Platform, and (ii) terminate or suspend your use of some or all of our Services if you engage in activities that we conclude, in our discretion, breach our Code of Conduct or otherwise violate these Terms or our Privacy Policy. If you believe that a user has acted inappropriately, such as by violating our Code of Conduct, then you may report your concerns by contacting us as set out in Section 18 (Contact Us).

6. Links to Third-Party Sites.

The Platform may contain links to third party websites (each, a “Linked Site“). Linked Sites may include websites operated by third parties that we engage to provide certain services to you on our behalf. Black Salmon does not own these Linked Sites and does not assume any responsibility or liability for any content, opinions, or material available on Linked Sites, or such Linked Sites’ privacy practices with respect to information that you provide via the Linked Sites. Black Salmon does not endorse the content of any Linked Site or warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Platform to link to another site (including Linked Sites), you agree that such use is at your own risk.

7. Indemnity.

You agree to defend, indemnify, and hold Black Salmon and its affiliates, officers, directors, agents, and employees harmless from and against any liability to third parties, including reasonable attorneys’ fees, arising from or related to your breach of these Terms or the Privacy Policy. Black Salmon shall give you timely notice of and shall have the option to undertake and conduct the defense of any such claim, if you are not diligently prosecuting such defense.

8. DISCLAIMERS

8.1. Not a Broker/Dealer

Black Salmon and its shareholders, directors, officers, employees, affiliates, and agents are not registered broker-dealers and will not under any circumstance entertain or be engaged in any underwriting, securities, financing, or other similar transactions on your behalf.

Nothing depicted or communicated on this website or herein is intended to be, nor shall it be construed to constitute, a formal legal offer for the sale or lease of real property.

Nothing depicted or communicated on this website or herein is intended to be, nor shall it be construed to constitute, the offering or sale of securities by TSG Group Miami LLC or by Black Salmon, as “security” is defined by the Securities Act of 1933.

8.2. Forward-Looking Statements

Our Platform may contain forward-looking statements within the meaning of applicable federal securities laws. Any statements contained in the Platform that do not describe historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, but are not limited to, those identified in Black Salmon’s Securities and Exchange Commission filings, accessible in the “Investors” section of this Platform. Visitors to the Platform should not place undue reliance on any forward-looking statements as they are not guarantees of actual performance. Black Salmon undertakes no obligation to update forward-looking statements if circumstances change except as required by applicable securities laws.

8.3 Exchange Traded Products. The Exchange Traded Products discussed on this website will be issued by BNY Mellon as Issue Agent & Principal Paying Agent in accordance with all applicable Laws of the United States and all applicable other Laws. The Exchange Traded Products discussed on this website will only be offered to (A) investors who are (i) “accredited investors” as defined in Rule 501 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or (B) certain eligible investors who are not “U.S. persons” as defined in Rule 902 under the Securities Act. Rule 506 and Regulation S under the Securities Act are exemptions from certain registration and disclosure requirements.

None of the Exchange Traded Products discussed on this website have been registered, or are required to register, as an investment company under the Investment Company Act of 1940, as amended. Therefore, investors will not benefit from the protection of the Investment Company Act of 1940. The Securities and Exchange Commission has not passed on the merits of or approved the Exchange Traded Products discussed on this website, nor upon the accuracy or completeness of any materials discussed on this website. The Exchange Traded Products discussed on this website are subject to legal restrictions on transfer and resale, and investors should not assume they will be able to resell the Exchange Traded Products discussed on this website.

All risk factors, whether or not they are expressly disclosed in the materials presented on this website or in other materials generated by Black Salmon or its affiliates, should be carefully reviewed prior to making any investment decision and investors should be able to bear the entire loss of any investment.

9. Warranty Disclaimer.

BLACK SALMON DOES NOT PROMISE THAT THE PLATFORM OR PLATFORM CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED. THE PLATFORM AND PLATFORM CONTENT ARE DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WHEN YOU ACCESS OR USE THE PLATFORM OR PLATFORM CONTENT, YOU DO SO AT YOUR OWN RISK. BLACK SALMON DOES NOT REPRESENT OR WARRANT THAT MATERIALS YOU DOWNLOAD FROM THE PLATFORM, IF SUCH MATERIALS ARE AVAILABLE TO YOU FOR DOWNLOAD, WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES OR THAT SUCH MATERIALS WILL MEET YOUR NEEDS.

BLACK SALMON DISCLAIMS: (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE PLATFORM (INCLUDING PLATFORM CONTENT); AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE PLATFORM (INCLUDING PLATFORM CONTENT), INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM AND PLATFORM CONTENT IS AT YOUR SOLE RISK.

10. Limitation of Liability.

UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL BLACK SALMON BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PLATFORM OR PLATFORM CONTENT.

11. Modifications to these Terms.

From time to time, we may change these Terms for our business purposes and to comply with changes in applicable law. In the event of substantive or material changes, we may communicate these changes to you by posting the updated Terms on the Platform and/or notifying you of the change via the Platform, email, or other methods. Any changes to these Terms shall take effective proactively. Regardless of whether we have provided you with notice other than by posting updated Terms on the Platform, your subsequent acceptance of these Terms pursuant to Section 1 (Your Agreement) constitutes your agreement to be bound by the Terms, as updated.

12. Assignment.

These Terms shall not be assignable by you, either in whole or in part, without our prior written consent. Black Salmon reserves the right to assign its rights and obligations under these Terms without your consent.

13. General.

These Terms shall be governed in all respects by the laws of the State of Florida without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in the state and federal courts located in the judicial district in which Black Salmon is located. The parties further agree that any cause of action arising under these Terms or our Privacy Policy shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, then such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Black Salmon’s failure to act with respect to a breach by you or others does not constitute a waiver of its right to act with respect to subsequent or similar breaches. Subject to Section 16 (Relationship to Privacy Policy and Other Contracts), this agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Black Salmon and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

14.Survival.

In addition to any right or obligation that by its nature or intent is intended to survive the termination or expiration of these Terms, the following Sections shall survive any termination or expiration of these Terms and shall apply indefinitely: (i) Section 3 (Ownership; Reservation of Rights); (ii) Section 7 (Indemnity); (iii) Section 8 (DISCLAIMERS); (iv) Section 9 (Warranty Disclaimer); (v) Section 10 (Limitation of Liability); (vi) Section 12 (Assignment); (vii) Section 13 (General); and (viii) Section 14 (Survival).

15. Arbitration. At Black Salmon LLC’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Florida law.

16. Additional Terms.

Certain portions of the Platform may be subject to additional or different terms and conditions. We will notify you if a portion of the Platform is subject to terms and conditions that differ from these Terms, and you will have the opportunity to decline to participate in such portion of the Platform if you do not agree with the differing terms and conditions.

17. Relationship to Privacy Policy and Other Contracts.

These Terms must be read in conjunction (i) with other agreements into which you and Black Salmon may enter (if any), and (ii) with our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy shall control. Similarly, to the extent these Terms conflict with the terms and conditions of any specific agreement you enter with us, the terms and conditions of such specific agreement shall control.

18. Contact Us.

If you have any questions about these Terms, our practices, or your dealings with the Platform, then please contact us at blopez@blacksalmon.com, or by other means of communication as described on our Platform.

19. Effective Date.

The effective date of these Terms of Use is January 20, 2021.