Website
terms of use.

The Site is intended for persons who are at least 18 years of age. By using the Site, you represent that you are at least 18 years of age, that you are not a person barred from receiving the information or services offered through the Site under the laws of any applicable jurisdiction, that you are not the subject or target of sanctions administered by the United States, the United Nations, the European Union, or the United Kingdom, and that your access to and use of the Site complies with all laws that apply to you.

3.1 · Informational Purpose Only

The content of the Site is provided for general informational purposes only. It does not constitute investment, legal, tax, accounting, or other professional advice, and it does not take into account your particular investment objectives, financial situation, or needs. You should consult your own professional advisers before making any investment decision.

3.2 · No Offer or Solicitation Except Through Definitive Documents

The Site may contain information regarding offerings of securities by Buxton Helmsley, including interests in a fund we manage and securities of the Company. Any such offering is made only to eligible investors, and only by means of definitive offering documents, such as a private placement memorandum, a subscription agreement, and related materials, which contain important information about the terms of the offering and its risks. The information on the Site is qualified in its entirety by those definitive documents. Nothing on the Site constitutes, or should be relied upon as, an offer to sell or a solicitation of an offer to buy any security in any jurisdiction in which, or to any person to whom, such an offer or solicitation would be unlawful. No securities will be sold to any investor until we have verified that investor’s eligibility, including, where applicable, verification of accredited-investor status under Rule 506(c) of Regulation D, and the investor has executed the definitive offering documents.

3.3 · Jurisdictional Limitations

Interests in the fund we manage are offered only in those jurisdictions in which such an offer would be lawful, and only to those persons within them to whom the interests may lawfully be offered. Securities of the Company may be offered in the United States and in certain other jurisdictions, but only where, and to persons to whom, such offers are lawful. The Site is not directed to any person in any jurisdiction where the publication or availability of the Site is prohibited. Persons who access the Site from outside the United States do so on their own initiative and are responsible for compliance with the laws applicable to them.

3.4 · Past Performance and Case Studies

Any descriptions of prior engagements, campaigns, case studies, or results presented on the Site are provided for illustrative purposes only. Past performance and prior results are not a guarantee of, and are not indicative of, future performance or results. The engagements or results described may not be representative of all engagements, and the outcome of any particular engagement depends on facts and circumstances specific to it. Different investors and engagements will experience different results.

The investor-engagement campaigns, case studies, and results described on the Site or in our marketing and investor communications—including aggregate figures describing misstatements and securities law violations identified across those campaigns—were conducted or achieved by two different entities. Campaigns commenced before June 2025, including those involving Fossil Group, Inc., Mallinckrodt plc, Endo International plc, and EchoStar Corporation, were conducted by The Buxton Helmsley Group, Inc., which was previously authorized to use the “Buxton Helmsley” trademark and by which Alexander E. Parker was formerly employed. The Buxton Helmsley Group, Inc. is in no way affiliated with Buxton Helmsley, Inc. or any of its affiliates, including Buxton Helmsley USA, Inc., and its campaigns and results are relevant to Buxton Helmsley, Inc. and its affiliates solely by reason of their employment of the same key principal, Mr. Parker. Campaigns commenced in or after June 2025, including the campaign involving Daily Journal Corporation, were conducted by Buxton Helmsley USA, Inc., an affiliate of Buxton Helmsley, Inc.

During the campaign involving Daily Journal Corporation, shares of Daily Journal Corporation were held by Buxton Helmsley USA, Inc. and by a separately managed account of an affiliate of Buxton Helmsley, Inc., and by no other fund, account, or investment vehicle sponsored, managed, or advised by Buxton Helmsley, Inc. or any of its affiliates.

Whichever entity conducted it, no campaign result described on the Site, including any change in the share price of a company involved in a campaign, is, or should be read as, the investment performance of any fund, separately managed account, general partner equity, convertible note, or other investment vehicle currently or in the future sponsored, managed, or advised by Buxton Helmsley, Inc. or any of its affiliates. Prior results should not be relied upon in evaluating the anticipated performance, strategy, or risk profile of any such vehicle, regardless of investment strategy.

3.5 · Forward-Looking Statements

The Site may contain forward-looking statements, including statements of opinion, expectation, or projection. These statements are subject to risks and uncertainties, and actual events or results may differ materially. We undertake no obligation to update any forward-looking statement.

3.6 · Risk Warning

Investing involves risk, including the possible loss of principal. Investments in private funds and in privately offered securities are speculative, involve a high degree of risk, are generally illiquid, and are suitable only for eligible investors who are able to bear the loss of their entire investment.

3.7 · No Advisory Relationship; Regulatory Status

Your access to or use of the Site, including the investor portal, does not make you a client of Buxton Helmsley USA, Inc. or of any other Buxton Helmsley entity, and does not create an advisory, fiduciary, or other relationship between you and us. Buxton Helmsley USA, Inc. is an exempt reporting adviser. It is not registered with the U.S. Securities and Exchange Commission as an investment adviser, and no statement on the Site should be read as suggesting that it is.

While we endeavor to provide accurate information, the content of the Site may contain errors or omissions and may not be current. The content is provided “as is,” and, subject to Section 5, we make no representation or warranty as to its accuracy, completeness, timeliness, or fitness for any purpose. We are under no obligation to update the content of the Site. Any reliance you place on the content is at your own risk.

Nothing in these Terms (including Sections 4, 11, 12, and 13 and the time limit in Section 15), in the disclaimer presented when you first visit the Site, or in any other disclaimer on the Site, (a) waives, limits, or conditions any right you may have, or any obligation or liability that Buxton Helmsley or any of its affiliates may have, under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, any other federal or state securities law, or any other law whose protections cannot be waived by agreement; (b) waives or limits any fiduciary duty that we owe under applicable law; or (c) applies to any claim arising under any such law. Where these Terms or any such disclaimer conflicts with such a law, the law governs.

If you invest with us, your rights and obligations in respect of that investment are governed by the definitive offering documents and any other written agreement between you and us, and not by these Terms. If these Terms conflict with any such document or agreement, that document or agreement governs.

The Site and its contents, including text, graphics, logos, images, data, documents, and the selection and arrangement of those contents, are owned by or licensed to Buxton Helmsley and are protected by intellectual property laws. The name “Buxton Helmsley,” together with our logos and other marks, are trademarks of Buxton Helmsley.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and view the Site for your own personal, non-commercial use, or for the internal business purposes of evaluating a relationship with us. You may not copy, reproduce, distribute, publish, modify, create derivative works from, frame, or otherwise exploit any part of the Site, except as expressly permitted by us in writing or as permitted by applicable law.

If you send us comments, suggestions, or ideas about the Site or our business, you agree that we may use them for any purpose without obligation or compensation to you. This does not apply to personal information, which we handle as described in our Privacy Policy, or to any information we have agreed in writing to keep confidential.

You agree that you will not:

• use the Site for any unlawful purpose or in violation of these Terms;
• access or attempt to access any account, system, document, or data that you are not authorized to access, or use another person’s credentials or links;
• probe, scan, or test the vulnerability of the Site, or circumvent, disable, or interfere with any security, authentication, or access-control feature of the Site;
• remove, obscure, or alter any marking, legend, reference code, or other identifying information placed on a document made available through the Site;
• introduce any malware, or interfere with or disrupt the operation, integrity, or security of the Site;
• use any automated means, such as a robot, scraper, or spider, to access, monitor, or copy the Site or its content without our prior written consent;
• reverse engineer, decompile, or attempt to derive the source code of any part of the Site, except to the extent that restriction is prohibited by applicable law;
• impersonate any person or entity, or misrepresent your identity, eligibility, or affiliation; or
• use the Site in any manner that could damage, disable, overburden, or impair it.

8.1 · Accounts and Security

Access to certain areas of the Site, including the investor portal, requires registration and authentication. You are responsible for maintaining the confidentiality of your login credentials, including any passkey or verification code, and for all activity that occurs under your account. You agree to notify us promptly if you suspect any unauthorized use of your credentials or account. We may suspend or terminate your access to the investor portal at any time, with or without notice, where we believe it is necessary to protect the Site, our investors, or us.

8.2 · Confidential Materials

Documents and information made available to you through the investor portal, an offering data room, or a link generated through the Site (“Confidential Materials”) are confidential and are provided solely for the purpose for which we made them available to you. Unless we have marked a document as one you may download and share, or have otherwise agreed in writing, you may not copy, distribute, or disclose Confidential Materials to anyone other than (a) your professional advisers, and any co-owner of your investment, who need them for that purpose and who are bound to keep them confidential, for whose disclosures you are responsible, or (b) a person to whom disclosure is required by law, regulation, or legal process. These obligations are in addition to, and do not limit, any confidentiality obligation in an offering document or other agreement between you and us.

8.3 · Document Marking and Access Records

To deter and trace unauthorized distribution, documents delivered through the Site may be marked with the name and email address of the person to whom they are delivered and with a unique reference code, and we record each access to and download of a document, including the time, the account or link used, and the IP address and browser from which it was made. You consent to this marking and recording.

8.4 · Shared Links

If you open a document through a link that we or one of our investors sent you, these Terms apply to your use of that document, and the document is a Confidential Material for the purposes of Section 8.2. A link may expire or be withdrawn at any time. You may not forward a link to anyone else unless the person who sent it to you was permitted to share it and you are sharing it for the same purpose.

The Site may contain links to websites or resources operated by others. We provide these links for convenience only, and we do not control, endorse, or assume responsibility for the content or practices of any third-party website or resource. Your use of any third-party website or resource is at your own risk and subject to the terms and policies of that third party.

Our Privacy Policy describes how we collect, use, and disclose personal information in connection with the Site and our business. You agree that we may provide notices, documents, and other communications to you electronically, including by email and through the investor portal, and that such electronic communications satisfy any legal requirement that a communication be in writing, except where an offering document or other agreement between you and us, or applicable law, requires a different method.

Subject to Section 5, and to the maximum extent permitted by applicable law, the Site is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Site will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Site or the servers that make it available are free of harmful components.

Subject to Section 5, and to the maximum extent permitted by applicable law, in no event will Buxton Helmsley, or its directors, officers, employees, members, or agents, be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to these Terms or your access to or use of, or inability to access or use, the Site, whether based in contract, tort, statute, or any other legal theory, even if we have been advised of the possibility of such damages. Subject to Section 5, and to the maximum extent permitted by applicable law, our total aggregate liability arising out of or relating to these Terms or the Site will not exceed one hundred United States dollars ($100).

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for our own fraud, gross negligence, or willful misconduct.

Subject to Section 5, and to the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Buxton Helmsley and its directors, officers, employees, members, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or relating to your violation of these Terms, your misuse of the Site or of any Confidential Material, or your violation of any law or the rights of any third party.

We may suspend or terminate your access to all or any part of the Site at any time, with or without cause and with or without notice. The provisions of these Terms that by their nature should survive termination will survive, including Sections 3 through 6, Section 8.2 through Section 8.4, and Sections 11 through 17.

These Terms, and any dispute arising out of or relating to these Terms or the Site, are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. You agree that the state and federal courts located in New York County, New York will have exclusive jurisdiction over any such dispute, and you consent to the personal jurisdiction of those courts and waive any objection to venue in them.

To the maximum extent permitted by applicable law, you and we each waive any right to a trial by jury in any action or proceeding arising out of or relating to these Terms or the Site.

Subject to Section 5, and to the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the Site must be brought within one year after the claim arises, or it is permanently barred.

We may change these Terms from time to time. When we do, we will revise the “Last Updated” date shown on the Terms of Use page and post the revised Terms on the Site. Revised Terms take effect when posted, and your continued access to or use of the Site after that constitutes your acceptance of them. When we make a revision we consider material, we will also ask you to accept the revised Terms the next time you visit the Site. If you do not agree to the revised Terms, you must stop using the Site. A revision does not apply to any dispute that arose before the revision was posted.

These Terms constitute the entire agreement between you and us regarding your use of the Site, and supersede any prior agreements on that subject; they do not supersede any offering document or other written agreement between you and us, which governs as provided in Section 5. If any provision of these Terms is held to be unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign these Terms without our prior written consent, and any attempted assignment in violation of this sentence is void; we may assign these Terms freely. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and us. The section headings are for convenience only and do not affect interpretation, and the word “including” means “including without limitation.”

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