TERMS AND CONDITIONS OF USE

We are pleased that you have elected to visit our website.

These Terms and Conditions of Use ("Terms") are effective as of December 1, 2012.

Basswood Capital Management, LLC and its affiliates (collectively referred to as "Basswood" or “we”) reserves the right to change, modify, add or remove portions of the Terms or other documents referenced herein at any time for any reason, without notice, and in our sole discretion.

Upon any changes or modifications, the revised Terms will be posted to the website indicating the date they were last amended and effective immediately upon posting. We suggest that you periodically review the Terms for amendments.

If you have any questions or comments concerning our website or any of the terms and conditions set forth herein, please contact us at:
Director of Marketing and Investor Relations
645 Madison Avenue, 10th Floor, New York, NY 10022
212-521-9500
marc@basswoodpartners.com

Agreement

By accessing the Basswood website (the "Site"), you acknowledge your understanding of, accept without limitation or qualification, and agree to be bound by, the terms and conditions herein and as modified from time to time. These Terms constitute a binding agreement between you and Basswood and governs your access and use of the Site.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE. THESE TERMS, INCLUDING ALL DOCUMENTS REFERENCED HEREIN, REPRESENT THE ENTIRE UNDERSTANDING BETWEEN BASSWOOD AND YOU REGARDING YOUR USE OF THE SITE AND SUPERSEDE ANY PRIOR STATEMENTS OR REPRESENTATIONS. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS IN THEIR THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HEREIN, DO NOT USE THE SITE.

Disclaimer

None of the information or materials contained on or accessible through the Site, including any information or materials accessible in any password protected areas, should be construed as an offer to sell, or a solicitation of an offer to buy, an interest in any private fund (“Fund”) to which Basswood serves as investment adviser or any financial security or other financial instrument.

This Site and the confidential material contained hereon is intended for informational purposes only and is not intended to provide, and should not be relied upon for, accounting, legal or tax advice. Nothing on this Site should be construed as a recommendation to invest in any financial security or other financial instrument or an offer by Basswood, to act as an investment adviser as to an investor’s decision to invest in any Fund.

This Site does not contain certain material information about the Funds and no representation is made as to the accuracy or completeness of the information contained herein. Prospective investors should rely on the Fund’s offering memorandum which will contain a description of the material terms, risk factors, conflicts of interests and other important disclosures associated with an investment in the Fund.

There is no guarantee that the investment objective of any investment or investment strategy described herein will be achieved or that an investor will make any profit at all or will be able to avoid losing all or a substantial portion of their investment. Past performance of any investment or investment strategy contained on the Site is not indicative of future performance. Certain information or materials accessible through the Site contain important disclosures and notes which must be read carefully in conjunction with the information contained therein.

Use of This Website

This Site is operated by, or on behalf of, Basswood. Access, distribution and/or use of this Site is subject to all applicable laws and regulations. To the extent that access, distribution and/or use of this Site would be deemed illegal by applicable law, such access, distribution and/or use is prohibited.

Not all products and services listed on the Site are available in all geographic areas. We make no warranties that materials on the Site are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use the Site, then you should not do so. Those who choose to access the Site outside the United States do so at their own initiative and are responsible for compliance with all local laws and regulations.

Access to certain areas of this Site requires the use of a login ID and password. Only authorized users will be able to access the password protected areas of the Site by obtaining a unique password issued by Basswood. Passwords are not transferable. You are solely responsible for the confidentiality and use of your password. If you become aware of any loss, theft or unauthorized use of your password, immediately notify Basswood.

Authorized users of this Site include existing clients of Basswood, existing investors in the Funds, qualified prospective clients and investors of Basswood and the Funds, and any other users authorized by Basswood.

Basswood grants you a limited right to use the Site. As an authorized user, you represent and warrant that you (i) have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms; (ii) will be responsible for maintaining the confidentiality of your password and you will restrict access to your computer to avoid disclosure of such; (iii) will be responsible for all activity taken under your password and/or account; and (iv) will not delete any Material nor violate or attempt to violate the security of the Site.

Unauthorized use of this Site, including but not limited to misuse of passwords or posted information, is strictly prohibited. We may terminate your access, or suspend your access to all or part of this Site, without notice, for any conduct that we, in our sole discretion, believe is in violation of the Terms, any applicable law or is harmful to the interests of another user, a third-party provider, a service provider, or Basswood.

Confidentiality and Use of Materials

By accessing the Site, Basswood intends to make available to you certain information and documents concerning its business, operations and products, as well as other materials, including but not limited to images, logos, trade names and trademarks. All such information, documents and materials (collectively referred to as the "Material") available on the Site is protected under various intellectual property laws and owned or controlled by Basswood, or used with permission of the owner(s) of such Material.

In consideration for permitting your access to the Site, you hereby agree that:

  1. You will use the Material solely for its intended purpose and that the Material will be kept confidential by you; provided, however, that any Material which (a) was in your possession prior to its disclosure hereunder, as evidenced by written records; (b) is or becomes part of the public domain through no breach by you of these Terms; or (c) comes into your possession from a third party who is not bound by any obligations of confidentiality to Basswood, shall not be subject to the restrictions contained in this section of the Terms; and
  2. Except as otherwise indicated on the Site, copying, reproduction, uploading, downloading, transmitting or any other use of the Site or of any of the Material, in whole or part, without the express permission of Basswood, is strictly prohibited. You may, however, copy, reproduce, download, transmit and/or print individual pages contained on the Site for your personal, non-commercial use, provided you agree not to conceal, remove or alter any trademark, copyright or other notice contained on: (i) the Site; (ii) any of the Material; or (iii) any such individual pages so copied, reproduced, downloaded, transmitted or printed.

Any unauthorized use of the Site and/or the Material may subject the user to criminal prosecution and/or civil liability under applicable law.

Website Privacy Policy

Basswood is committed to preserving the confidentiality of all individually identifiable and proprietary information about authorized users of the Site.

This Privacy Policy covers only data collected through the Site ("Data") and not any other data collection or processing, including, without limitation, data collection practices of other websites that are not controlled and/or maintained by Basswood to which we link or data that we or our affiliates collect offline.

During your use of the Site, Basswood may, itself or through a third party vendor, passively collect technical and usage Data from you through the use of "cookies", which are small pieces of data sent to your computer browser from our web server and stored on your computer's hard drive. The data identifies you as a unique user and facilitates your ongoing access to and use of the Site. Cookies also help us diagnose problems with our server.

Basswood may also collect and store Data, or engage a third party vendor to collect and store Data, voluntarily provided by you while visiting the Site. User-provided Data may include client login data, contact information, information related to the business you represent or information related to the financial information services you have requested.

With respect to our internal security procedures, Basswood takes reasonable steps to maintain physical, electronic, and procedural safeguards in order to protect your personal Data from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. Basswood also requires third party companies that we hire and to whom we disclose Data to keep such information confidential and to use it only to provide the services we have contracted with them to perform. It is your responsibility to safeguard any password and User ID you use to access the Site and to notify us if you ever suspect that this password or User ID has been compromised. You are solely responsible for maintaining the confidentiality of your password and User ID and for all activity taken under your password and User ID.

Please see Basswood's Privacy Notice for information concerning the disclosure and use of Personal Information.

Monitoring Website Activity

We may, but have no obligation to, monitor and record activity on the Site for any reason or for no reason. We may investigate any complaint or reported violation of the Terms. 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. We may issue warnings, suspend or terminate your use of the Site, deny access to you to all or part of the Site or take any other action that we deem appropriate.

Links

From time to time, the Site may contain links to other websites that are not controlled and/or maintained by Basswood. Access to and use of such other websites is at your own risk and subject to any terms and conditions of use which govern such websites. By providing such links, Basswood shall not be deemed to endorse, recommend, approve, guarantee or introduce any third parties or their services or products, or any facts, views, advice, information and/or products found on such websites. Basswood is not responsible for the content contained on any such websites, or for the failure of any product or service offered for sale or advertised on any such websites or for any damages that may result therefrom. Copyrights in the materials or information on the linked websites are owned by other organizations. Moreover, such other websites may have privacy policies or terms and conditions of use that differ from those of Basswood and/or may provide their users with less security than the Site.

Copyright Infringement Policy

Basswood values intellectual property and respects the intellectual property rights of others and will remove materials on its Site that infringe the copyrights of others. If you believe that your copyrighted material may have been infringed by material contained on this Site, then pursuant to Title 17, United States Code, § 512, you may notify Basswood's Designated Agent in writing as follows:
Chief Operating Officer
645 Madison Avenue, 10th Floor
212-521-9500
marc@basswoodpartners.com

Additional/Different Terms

Certain pages or sections of the Site may contain terms and conditions of use which are in addition to or different from these Terms. In the event that there is a conflict between such additional or different terms and conditions of use and these Terms, the additional or different terms and conditions of use will govern with respect to the specific pages or sections to which they apply.

Limitation of Liability and Use of Disclaimer

Basswood is not responsible for any damages or loss related to the use of the Site.

THIS SITE, ALL MATERIAL CONTAINED ON THIS SITE, AND ALL LINKS OR OTHER ITEMS RELATED THERETO ARE TRANSMITTED AND DISTRIBUTED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SITE, ITS FEATURES AND FUNCTIONS, WILL BE AVAILABLE FOR USE OR WORK AS DESCRIBED. THERE ARE NO WARRANTIES REGARDING TITLE, SECURITY, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SITE OR THE MATERIALS CONTAINED HEREON. ANY INFORMATION CONTAINED WITHIN THIS SITE IS SUBJECT TO AMENDMENT, REVISION OR UPDATING. BASSWOOD RESERVES THE RIGHT TO SUSPEND OR WITHDRAW ACCESS TO THE PAGES OF THIS SITE WITHOUT NOTICE AT ANY TIME AND ACCEPTS NO RESPONSIBILITY FOR THESE PAGES NOT BEING AVAILABLE AT ALL TIMES. BASSWOOD SHALL NOT BE LIABLE FOR ANY ALLEGED DAMAGE OR INJURY, INCLUDING BUT NOT LIMITED TO ANY COMPENSATORY, CONSEQUENTIAL, DIRECT, INDIRECT AND/OR SPECIAL DAMAGES, THAT RESULT FROM YOUR USE OR INABILITY TO USE OR ACCESS THIS SITE OR ANY MATERIALS CONTAINED HEREON OR FROM ANY COMPUTER VIRUS, MALFUNCTION OR OTHER FAILURE.

Basswood is not responsible for any damages or loss related to your reliance on any outdated version of these Terms and Conditions, including, but not limited, to any outdated version of our Privacy Policy.

Certain jurisdictions prohibit the limitation of liability for certain types of damages or prohibit waivers against future fraud and accordingly, such limitations or waivers may not apply to you. In such jurisdictions, Basswood's liability is limited to the greatest extent allowable under applicable law.

Transmitting and Downloading

Basswood is not responsible for any damages incurred as a result of any interruption, transmission blackout, delayed transmission or incorrect data transmission over the Internet.

Basswood does not warrant or represent that the Site will meet your requirements, that access will not be interrupted or delayed, that there will be no failures, errors or omissions or loss of transmitted information, that no viruses will be transmitted or that no damage will occur to your computer system.

Indemnity

You agree to indemnify, defend and hold harmless Basswood, its parent, subsidiary and affiliated entities and each of their respective owners, officers, directors, employees and agents from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including but not limited to attorney’s fees) arising from or in connection with: (i) your use of the Site and/or (ii) any violation of these Terms. You agree that your representations and warranties and your obligation to indemnify Basswood, shall survive beyond any term that these are in effect.

Electronic Communications

When you communicate with Basswood electronically, via email or otherwise, you consent to receive electronic communications from Basswood. You agree that all communications (including, but not limited to all notices, agreements and disclosures) provided to you electronically by Basswood satisfy any legal requirement that such communication be in writing. Basswood encourages you to retain your own copies of relevant information, however, upon your request; Basswood will provide you with hard copies of your relevant information. To make such a request, please contact: Basswood’s Director of Marketing and Investor Relations.

Acquisition of Business

In the event that Basswood is involved in a merger, acquisition, consolidation, restructuring, reorganization, liquidation, sale or similar transaction relating to any portion of its business and/or assets, you hereby acknowledge and agree that this Site, all data collected on this Site and all of Basswood's rights hereunder may be included in the assets of and/or transferred pursuant to, such transaction. If that occurs, Basswood will post a notice to such effect on this Site.

Governing Law

Use of this Site and these Terms and Conditions of Use shall be governed by the laws of the State of New York of the United States of America, without regard to its conflict of law provisions. If any portion of these Terms and Conditions of Use are deemed unenforceable, unlawful or void by a Court of competent jurisdiction, then that portion of the Terms and Conditions of Use will be deemed severable and will not affect the enforceability or validity of the remaining portions of these Terms and Conditions of Use.

Any dispute concerning your use of this Site shall be submitted to binding arbitration in New York within one (1) year from the date that the cause of action arose (or, if multiple cause of actions are involved, from the date that the first cause of action arose), with such arbitration conducted pursuant to the then prevailing rules of the American Arbitration Association. To the fullest extent permitted by law, no arbitration brought pursuant to these Terms and Conditions shall be joined to any other arbitration initiated pursuant to these Terms and Conditions.

Notwithstanding anything to the contrary set forth in these Terms and Conditions, Basswood may at any time seek injunctive or other appropriate relief against you and/or against others, in any state or federal court in the state of New York or in any other court having jurisdiction, in the event that Basswood believes that you have violated or threatened to violate any of Basswood's intellectual property rights and, in such case, you hereby consent to the exclusive jurisdiction and venue of such court.

In the event that any portion of these Terms and Conditions are deemed unenforceable, unlawful or void by a Court of competent jurisdiction, in any jurisdiction for any reason, including but not limited to the scope, duration or area of its applicability, unless narrowed by construction, such provision shall for purposes of such jurisdiction only, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable (or if such language cannot be drawn narrowly enough, the court making any such determination shall have the power to modify, to the extent necessary to make such provision or provisions enforceable in such jurisdiction, such scope, duration or area or all of them and such provision shall then be applicable in such modified form in such jurisdiction). If, notwithstanding the foregoing, any such provision would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such provision, as to such jurisdiction only, shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions. No narrowed construction, court-modification or invalidation of any provision shall affect the construction, validity or enforceability of such provision in any other jurisdiction. No waiver by Basswood of any term or condition of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or of any other term or condition and Basswood's failure to assert any right or demand compliance with any provision of these Terms and Conditions shall not be deemed to constitute a waiver of any such right or provision.

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