Terms of Service

1. ACCEPTANCE OF TERMS

By accessing, browsing, or using the Dombey Capital website, member portal, research publications, intelligence reports, or any related services (collectively, the "Platform"), you agree to be bound by these Terms of Service, our Privacy Policy, and our Investment Disclaimer.

These Terms apply to all users, including visitors, subscribers, and founding members. You must be at least 18 years old to use our Platform. If you are accessing the Platform on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Continued use of the Platform following any changes to these Terms constitutes acceptance of those changes. We recommend reviewing these Terms periodically.

2. ACCOUNT REGISTRATION AND MEMBERSHIP

2.1 Account Creation

To access certain features of the Platform, including the Members Portal and subscription-based content, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized use of your account
• Accept responsibility for all activities that occur under your account

2.2 Membership Tiers

Dombey Capital offers multiple membership tiers:

• Free Tier: Complimentary access to executive summaries and public research briefs
• Partner Tier: Paid subscription providing full investment memos, valuation models, Phoenix earnings reports, and catalyst watchlists
• Founding Member Tier: Premium access including proprietary AI screeners, priority communications, and bespoke services

The scope of services, pricing, and terms vary by tier. Specific tier benefits are described on our subscription page and may be updated from time to time.

2.3 Account Termination

We reserve the right to verify eligibility, refuse service, suspend, or terminate accounts at our sole discretion, including for violation of these Terms, fraudulent activity, or misuse of the Platform. You may not share, transfer, or sell your account credentials to any third party.

3. SUBSCRIPTION TERMS AND AUTOMATIC RENEWAL

3.1 Subscription Billing

Paid subscriptions (Partner Tier and Founding Member Tier) are billed on a recurring basis. The billing frequency, price, and renewal terms are displayed at the time of subscription and in your account settings.

• Billing Cycle: Monthly or annual, as selected during signup
• Renewal Frequency: Subscriptions renew automatically at the end of each billing period (monthly or annually) until canceled
• Renewal Price: The then-current subscription price (subject to change with advance notice as described below)
• Payment Authorization: You authorize Dombey Capital to charge your designated payment method for all applicable subscription fees, taxes, and other charges

3.2 Automatic Renewal

YOUR SUBSCRIPTION WILL CONTINUE INDEFINITELY UNTIL CANCELED. Unless you cancel your subscription before the renewal date, you will be charged automatically for the next billing period.

You may cancel your subscription at any time through your account settings or by contacting us at support@dombeycapital.com. Cancellation must occur at least 24 hours before the next scheduled renewal to avoid being charged for the next billing period.

3.3 Cancellation Process

Canceling your subscription is easy and can be completed entirely online without additional steps:

• Log in to your account
• Navigate to "Account Settings" or "Subscription Management"
• Click "Cancel Subscription"
• Confirm cancellation

Alternatively, you may email support@dombey.capital with the subject line "Cancel Subscription" and we will process your cancellation within 2 business days. No phone call, chat, or additional steps are required to cancel.

3.4 Price Changes

We reserve the right to change subscription prices. If we increase the price of your subscription, we will notify you at least 30 days before the new price takes effect. The notice will include:

• The new subscription price
• The effective date of the price increase
• Instructions on how to cancel if you do not wish to pay the new price

If you do not cancel before the effective date, your continued subscription at the new price constitutes acceptance of the price change.

3.5 Annual Renewal Reminder

For annual subscriptions, we will send you a reminder email between 15 and 45 days before your subscription renews, notifying you of the upcoming renewal date, renewal price, and instructions on how to cancel if you choose.

3.6 Refund Policy

All subscription fees are non-refundable except as required by applicable law. Upon cancellation, you will retain access to paid content through the end of your current billing period. No partial refunds are provided for early cancellation.

4. SERVICES DESCRIPTION

Dombey Capital provides curated investment research and intelligence services, including:

• Phoenix Intelligence Reports: Proprietary AI-driven earnings analysis and asymmetric opportunity identification
• Catalyst Watchlist Reports: Monitoring of merger arbitrage, spinoffs, restructurings, and event-driven catalysts
• Investment Memos: Deep-dive forensic analysis, valuation modeling, and risk assessment
• Email Notifications: Alerts and updates on new reports and market intelligence
• Members Portal: Access to historical intelligence, research archives, and subscriber tools

The scope and frequency of services vary by membership tier. Services are subject to change, and we may add, modify, or discontinue features at our discretion with reasonable notice.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Dombey Capital Ownership

All content, materials, features, functionality, design, code, logos, trademarks, trade names, and other intellectual property on the Platform (collectively, "Dombey IP") are owned by or licensed to Dombey Capital Management and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws.

All rights not expressly granted herein are reserved by Dombey Capital. The "Dombey Capital" name, logo, and related marks are our exclusive property.

5.2 Limited License to Users

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Platform for your personal, non-commercial use only
• View and download research reports and content for which you have a valid subscription
• Print one copy of materials for your personal records

5.3 Restrictions on Use

You may NOT:

• Reproduce, distribute, republish, display, sell, license, or otherwise commercially exploit any Dombey IP without our prior written consent
• Modify, create derivative works from, reverse engineer, decompile, or disassemble any portion of the Platform
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices
• Use automated tools (bots, scrapers, crawlers) to access, extract, or download content from the Platform
• Share subscription content with non-subscribers or post our proprietary research publicly
• Use our content for commercial purposes, including resale, redistribution, or incorporation into commercial products or services

Our curation, analysis, formatting, and presentation of third-party intelligence is proprietary, even when underlying source data originates from third parties.

5.4 Third-Party Content

Some content on the Platform is aggregated from third-party sources and retains its original copyright ownership. You must respect the intellectual property rights of third-party content providers. Dombey Capital's curation and analysis of third-party content is itself proprietary.

6. PROHIBITED CONDUCT

You agree NOT to:

• Use the Platform for any unlawful purpose or in violation of applicable laws, regulations, or these Terms
• Circumvent, disable, or interfere with security features or access controls
• Attempt to gain unauthorized access to systems, accounts, or data
• Interfere with or disrupt the Platform's operation or servers
• Transmit viruses, malware, or harmful code
• Impersonate any person or entity, or falsely state or misrepresent your affiliation
• Harass, threaten, defame, or harm others
• Share your account credentials with others or allow unauthorized access
• Use the Platform to engage in securities manipulation, insider trading, or other violations of securities laws

7. DISCLAIMER OF WARRANTIES

THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOMBEY CAPITAL DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability
• Implied warranties of fitness for a particular purpose
• Warranties of title or non-infringement
• Warranties that the platform will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy, completeness, reliability, or timeliness of content

We do not warrant that the Platform will meet your requirements or that defects will be corrected. Some jurisdictions do not allow exclusions of implied warranties, so some of the above exclusions may not apply to you.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DOMBEY CAPITAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO:

• Investment losses or missed opportunities
• Lost profits, revenue, or business
• Loss of data or use
• Business interruption
• Damages arising from errors, omissions, or inaccuracies in content

This limitation applies whether the claim is based on contract, tort, strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.

Our total liability to you for all claims arising from your use of the Platform shall not exceed the greater of (a) the amount you paid to Dombey Capital in the 12 months preceding the claim, or (b) $100 USD.

Some jurisdictions do not allow limitations on incidental or consequential damages, so the above limitations may not apply to you.

9. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Dombey Capital, its officers, directors, employees, agents, affiliates, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable laws or regulations; (d) your investment decisions based on Platform content; or (e) your infringement of any intellectual property or other rights of any third party.

10. PRIVACY POLICY

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our data collection, use, and disclosure practices.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

11.2 Venue

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in San Francisco County, California. You hereby consent to the personal jurisdiction and venue of such courts.

11.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

12. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by:

• Posting the updated Terms on the Platform with a new "Effective Date"
• Sending an email to your registered email address (for material changes)
• Displaying a prominent notice on the Platform

Your continued use of the Platform after the effective date of any changes constitutes acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Platform and cancel your subscription.

13. TERMINATION

13.1 Termination by You

You may terminate your account and subscription at any time by following the cancellation process described in Section 3.3. Upon cancellation, you will retain access through the end of your current billing period.

13.2 Termination by Dombey Capital

We may suspend or terminate your access to the Platform immediately, without prior notice, for any reason, including but not limited to: (a) breach of these Terms; (b) fraudulent, abusive, or illegal activity; (c) non-payment of fees; or (d) at our sole discretion.

13.3 Effect of Termination

Upon termination: (a) your right to access the Platform immediately ceases; (b) you must cease all use of Dombey IP; (c) no refunds will be provided unless required by law. The following sections survive termination: Sections 5 (Intellectual Property), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 11 (Governing Law), and 15 (Miscellaneous).

14. INVESTMENT DISCLAIMER INCORPORATION

These Terms incorporate by reference our Investment Disclaimer. All content on the Platform is for informational purposes only and does not constitute investment advice. Please review the full Investment Disclaimer before making any investment decisions.

15. MISCELLANEOUS

15.1 Entire Agreement

These Terms, together with the Privacy Policy and Investment Disclaimer, constitute the entire agreement between you and Dombey Capital regarding use of the Platform and supersede all prior agreements, understandings, and communications. No oral modifications are permitted.

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Any unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

15.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. No waiver shall be effective unless made in writing and signed by an authorized representative of Dombey Capital.

15.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction.

15.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, pandemics, government actions, or internet/telecommunications failures.

16. CONTACT INFORMATION

If you have questions about these Terms, please contact us: