Terms of Use

Effective date: [EFFECTIVE DATE] · Last updated: [DATE]

1. Acceptance of these terms

These Terms of Use (the “Terms”) govern your access to and use of arcatapartners.com (the “Site”), operated by Arcata Partners LLC (“Arcata,” “we,” “us”). By using the Site you agree to these Terms. If you do not agree, do not use the Site.

2. Informational purposes only: no advice

The Site and its contents, including the plain-English guide to SEC Rule 15c2-12 and the model Continuing Disclosure Agreement, are provided for general informational purposes only. Nothing on the Site constitutes legal, investment, tax, or accounting advice, an offer to buy or sell any security, or a recommendation with respect to any security. The model Continuing Disclosure Agreement is a drafting resource for discussion purposes only and must be reviewed and conformed by qualified bond counsel before any use. Municipal securities regulation is complex, and the application of Rule 15c2-12 to any financing depends on its specific documents and facts.

3. No engagement or client relationship

Use of the Site, downloading materials from it, or submitting an inquiry through it does not create an engagement, agency, fiduciary, or client relationship with Arcata. An engagement is created only by a written agreement signed by Arcata. Please do not send us confidential information through the Site until an engagement is in place.

4. Intellectual property

The Site and its contents, including text, design, graphics, and downloadable materials, are owned by Arcata or its licensors and protected by copyright and other intellectual property laws. You may view, download, and print materials from the Site for your organization’s internal, non-commercial use, provided you keep all proprietary notices intact. Any other reproduction, distribution, or commercial use requires our prior written consent. “Arcata” and the Arcata logo are marks of Arcata Partners LLC.

5. Acceptable use

You agree not to: use the Site in violation of applicable law; attempt to gain unauthorized access to any portion of the Site, the client portal, or related systems; interfere with the Site’s operation; scrape or harvest data from the Site by automated means; or misrepresent your identity or affiliation when contacting us.

6. Client portal

Access to any Arcata client portal is limited to authorized users of engaged clients and is governed by the applicable engagement agreement and any posted portal terms, which control over these Terms in the event of a conflict.

7. Third-party sites and content

The Site links to third-party websites, including EMMA (emma.msrb.org) and other regulatory resources. Those sites are not under our control, and we are not responsible for their content, availability, or practices. A link does not imply endorsement.

8. Disclaimer of warranties

THE SITE AND ALL MATERIALS ON IT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED AVAILABILITY. WE DO NOT WARRANT THAT THE SITE’S CONTENT IS CURRENT, COMPLETE, OR ERROR-FREE.

9. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ARCATA AND ITS MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE OR ANY MATERIALS ON IT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF THE SITE EXCEED ONE HUNDRED DOLLARS ($100). THIS SECTION DOES NOT LIMIT LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, AND DOES NOT APPLY TO ANY WRITTEN ENGAGEMENT AGREEMENT, WHICH GOVERNS ITS OWN SUBJECT MATTER.

10. Indemnification

You agree to indemnify and hold harmless Arcata from claims, damages, and expenses (including reasonable attorneys’ fees) arising out of your violation of these Terms or misuse of the Site.

11. Governing law and venue

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. Any dispute arising out of these Terms or the Site shall be resolved exclusively in the state or federal courts located in Denver, Colorado, and you consent to their jurisdiction.

12. Changes to these terms

We may revise these Terms from time to time by posting an updated version on this page. Your continued use of the Site after changes are posted constitutes acceptance of the revised Terms.

13. Contact

Questions about these Terms: Arcata Partners LLC, PO Box 2611, Vail, CO 81658 · [email protected] · 970-331-0330.