TERMS OF USE

Your access to and use of the products and services of Visible Alpha, LLC (“Visible Alpha”) available through Visible Alpha’s password protected website www.visiblealpha.com as well as other internet-based services (the “Services”), shall be governed by the following terms and conditions of use (“Terms of Use”). These Terms of Use apply to all versions of the Services, including test, alpha, beta, trial or free versions.

Other terms and conditions may apply when you use or access or visit third party websites that may be linked via the Services. You should read those other terms and conditions carefully. By accessing such other websites, or by purchasing, subscribing or participating in, Visible Alpha’s products or services, you agree to be bound by those terms and conditions of other third party websites. In the event of any conflict or inconsistency, those other terms and conditions will prevail to the extent of that conflict or inconsistency in relation to your use of or access to the other websites or services, or your purchase, subscription or participation in the relevant products or services, as applicable.

The Services, and the information contained on or through the Services, may be accessed only by (i) persons who have been authorized by their employer to use the Services pursuant to these Terms of Use, or (ii) persons who have the authority to bind their employer to the use of the Services pursuant to these Terms of Use (in each case, an “Authorized User”). By clicking the ACCEPT button at the end of these Terms of Use, you represent that you are an Authorized User and that you accept these Terms of Use and agree to be bound by them.

If you, or your employer, do not wish to be bound by these Terms of Use, you must not use the Services. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES.

Section 1 – SCOPE AND SERVICES STRUCTURE

1.1 Content Providers.

As used herein, the term “Content Provider” refers to each third party provider of content provided through the Services and their respective affiliates.

1.2 Structure & Links.

The Services are a financial information portal provided by Visible Alpha. Through the Services, you can access and view various categories of commingled financial information, in each case, as provided by the Content Providers to the Services (each, “Provider Content”). The Services also contain hyper-links, which allow authorized customers of a Content Provider to click-through to the applicable pages on such Content Provider’s websites on which additional content may be accessed and viewed. In addition, through the Services, you will have access to financial information provided by Visible Alpha. Finally, your use of the Services may lead you, via a hyper-link or otherwise, to use websites independently owned and operated by other third parties (“Third-Party Sites”). If you click-through to any Content Provider’s website or any Third-Party Sites, either directly or indirectly through the Services (collectively, the “Linked Sites”), you acknowledge and agree that you shall be subject to the terms and conditions of usage applicable to such Linked Sites.

If you use certain portions of the Services, you may be permitted to provide feedback on certain events, phone calls, and other interactions with third parties (“Interactions Data”). If you choose to provide Interactions Data in certain portions of the Services, Visible Alpha may collect the Interactions Data and further publish and incorporate it into the Services. The Interactions Data that you provide may be associated with other information provided to Visible Alpha in connection with the Services.

By providing the Interactions Data, you hereby irrevocably assign to Visible Alpha, free and clear of any restriction or encumbrances, all of your rights, title and interest in and to the Interactions Data you provide in and to the Interactions Data. You agree that you will not provide false, misleading, or inaccurate Interactions Data, or provide Interactions Data in a manner not otherwise contemplated by the Services or permitted by your employer.

1.3 Disclaimer.

Visible Alpha provides links to the Linked Sites and access to Provider Content only as a convenience and without (i) any obligation on the part of Visible Alpha or the Content Providers (which term for purposes of this Section 1.3 shall not include a particular Content Provider when the Linked Sites is that Content Provider’s own website) to review such Linked Sites or Provider Content or (ii) any liability or responsibility arising out of your use thereof. The fact that you may click-through to Linked Sites or be provided with access to does not mean that Visible Alpha endorses or guarantees such Linked Sites, the Linked Sites’ sponsors or the Linked Sites’ content. Linked Sites’ content to which you link or are provided access, either directly or indirectly, from or on the Services will not have been developed, reviewed or monitored by Visible Alpha or the other Content Providers, and Visible Alpha and the Content Providers cannot and do not guarantee or make any representation or warranty, either express or implied, as to the accuracy, validity, sequence, timeliness, completeness or continued availability of any such content. In addition, the Provider Content provided on the Services speaks only as of the date issued. You should not rely on the Provider Content as expressing a Content Provider’s current opinion or as representing current information. Neither Visible Alpha nor the Content Providers have undertaken, and do not undertake any duty to update the Provider Content on the Services or otherwise advise you of changes in their opinion or in the information. The Provider Content is provided for your convenience only, and is not a republication or reconfirmation of the opinion or information contained therein.

None of the information contained in the Services constitutes a recommendation, solicitation or offer by and person to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service. The information contained in the Services have been prepared without reference to any particular user’s investment requirements or financial situation. Certain transactions give rise to substantial risk and are not suitable for all investors. Prior to the execution of any transaction by you involving information you received from the Services, you should consult your business advisor, attorney and tax and accounting advisors with respect to the price, suitability, value, risk or other aspects of any stock, mutual fund, security or other investment. Pricing and other information generated through the use of data or services made available herein may not reflect actual prices or values that would be available in the market at the time provided or at the time that the user may want to purchase or sell a particular security or other instrument. The information and services provided on the Services are not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or clearing organization. Visible Alpha or a Content Provider is not authorized to provide such information or services. Some products and services described in this website may not be available in all jurisdictions or to all users.

1.4 Posted Guidelines.

In addition to these Terms of Use, when using the Services, you shall be subject to and agree to follow any posted guidelines or rules, which may be posted from time to time. Nothing on the Services shall be considered a solicitation to buy or an offer to sell a security to any person in any jurisdiction.

1.5 Registration Data.

In order to access the Services, during the registration process, either you or your employer will be required to provide Visible Alpha with certain information; including your name, employer, title, business address, business telephone number and business e-mail address (“Registration Data”). In consideration of your use of the Services, you and/or your employer agree to: (a) provide true, accurate, current and complete Registration Data to Visible Alpha and to the Content Providers either as provided directly to Visible Alpha or the Content Providers by your employer or as prompted by the Services’ registration form and (b) maintain and promptly update the Registration Data, or similar information provided directly to the Content Providers, and to keep the same true, accurate, current and complete.

1.6 Passwords.

Provided that your Registration Data is approved and certified by Visible Alpha, a password will be provided to you to permit you to use the Services and, where authorized, to provide convenient and seamless access to certain Third-Party Sites and Linked Sites. The password assigned to or by you is for your use only and you are solely responsible for the safekeeping of your password. You are responsible if your password is lost, stolen or misused and you must notify us immediately if any of these events happen. You will be responsible for all activity attributable to your password.

1.7 Authorized Users Only.

Only Authorized Users may use the Services. You shall notify Visible Alpha immediately if they become aware of any unauthorized use of the Services. If a user is no longer an Authorized User, such as if the user is no longer an employee of your company, you shall notify Visible Alpha immediately and without delay.

1.8 Changes to Services.

Visible Alpha reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Services and to suspend and/or deny access to the Services for scheduled or unscheduled maintenance, upgrades, improvements or corrections. The information and materials on the Services may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Visible Alpha does not undertake any obligation or responsibility to update or amend any such information. Visible Alpha may discontinue or change any product or service described in or offered on the Services at any time.

1.9 Right to Terminate User Access.

Visible Alpha reserves the right to limit, restrict and terminate your access to and use of the Services at any time, in whole or in part, in its sole discretion and without notice.

Section 2 – TRIAL SERVICES

2.1 License.

If you are accessing and using the Services on a trial basis this Section 2 TRIAL SERVICES shall govern your use of the services hereinafter the “Trial Services” in addition to the Terms of Use. In the event of a conflict between this Section 2 TRIAL SERVICES and the Terms of Use, this Section 2 TRIAL SERVICES shall control. Your use of the Trial Services is intended for evaluation purposes of the Trial Services ONLY. Visible Alpha grants to you a nonexclusive, nontransferable, with no right to sublicense license to access and use the information and related services distributed by contributors to Visible Alpha which comprise the Trial Services via the Visible Alpha’s web site, www.visiblealpha.com (the “Site”) solely for your internal use.

2.2 Term and Termination.

The term of trial shall be thirty (30) days from when Visible Alpha first granted access to the Trial Services unless otherwise agreed to by Visible Alpha at its sole discretion (“Trial Period”). At the end of the Trial Period, all rights to access or use the Trial Services shall immediately terminate. You may discontinue your use of the Trial Services at any time. Visible Alpha may terminate your password, account, and access to or use of the Trial Services at any time for any reason. You acknowledge and agree that Visible Alpha has no obligation to retain your content and that your content will be irretrievably deleted, following the termination of the Trial Services. Provisions that survive termination or expiration of this agreement are those which by their nature are intended to survive.

2.3 Restrictions.

You shall not (a) directly or indirectly reverse engineer or reproduce all or any portion of the Trial Services, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization (b) modify, translate, scrape any data, transmit, display, perform, reproduce, publish, license or derivative works based upon the Trial Services; (c) store any data made available by Visible Alpha in a way which is capable of being scraped or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from the Site, except for the purposes expressly provided herein, (d) use the Trial Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Visible Alpha’s provision of the Services; (e) permit anyone other than the authorized User to access and use the Trial Services, including but not limited to sharing of logon information of the User. You shall not introduce into the Site any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or use the Site in violation of the Terms of Use and Privacy Policy You agree that the Trial Services are provided as a convenience and you agree that Visible Alpha is not obligated to provide any technical support, phone support, or updates for the Trial Services but may elect to provide such support at its sole discretion.

2.4 Confidentiality.

By virtue of this agreement, you may have access to information that is confidential to Visible Alpha, including but not limited to the Services and content, and any information related to the Services and content (“Visible Alpha Confidential Information”). Visible Alpha Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. You agree not to make Visible Alpha’s Confidential Information available in any form to any unauthorized third parties. You agree to take all reasonable steps to ensure that Visible Alpha’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this agreement.

2.5 Disclaimer.

THE TRIAL SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND VISIBLE ALPHA HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS WITH REGARD TO (A) THE TRIAL SERVICES, INCLUDING BUT NOT LIMITED TO SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS AND (B) MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. VISIBLE ALPHA DOES NOT GUARANTEE THAT (A) THE TRIAL SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT VISIBLE WILL CORRECT ANY ERRORS IN THE SERVICES; (B) OR YOUR CONTENT AND YOUR APPLICATIONS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, THAT YOU LOAD INTO OR CREATE WITHIN THE TRIAL ENVIRONMENT, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND VISIBLE ALPHA AGAINST ANY CLAIM AND INDEMNIFY VISIBLE ALPHA FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT. YOU AGREE THAT VISIBLE ALPHA IS NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT THAT YOU LOAD INTO OR CREATE WITHIN THE TRIAL ENVIRONMENT. VISIBLE ALPHA RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE TRIAL SERVICES AND TRIAL AT ANY TIME WITHOUT NOTICE.

2.6 Limitation of Liability.

VISIBLE ALPHA SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND ANY AND ALL OTHER FORMS OF DAMAGES OR LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM) CAUSED OR ALLEGED TO BE CAUSED IN CONNECTION WITH YOUR USE OF THE TRIAL SERVICES WHETHER OR NOT FORESEEABLE, EVEN IF VISIBLE ALPHA OR ANY CONTENT PROVIDER, SUPPLIERS OF THIRD-PARTY CONTENT OR OTHER THIRD PARTIES WORKING WITH VISIBLE ALPHA IN CONNECTION WITH THE TRIAL SERVICES HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL VISIBLE ALPHA’S TOTAL LIABILITY TO YOU FOR THE FREE SERVICES FOR ANY AND ALL DAMAGES EXCEED THE AMOUNT OF ONE THOUSAND UNITED STATES DOLLARS ($1,000.00).

Section 3 – FREE SERVICES

3.1 License.

If you are accessing and using the Services on a trial basis this Section 3 FREE SERVICES shall govern your use of the Services hereinafter the “Free Services” in addition to the Terms of Use. In the event of a conflict between this Section 3 FREE SERVICES and the Terms of Use, this Section 3 FREE SERVICES shall control. Visible Alpha grants to you a nonexclusive, nontransferable, with no right to sublicense license to access and use the information and related services distributed by contributors to Visible Alpha which comprise the Free Services via the Visible Alpha’s web site, www.visiblealpha.com (the “Site”) solely for your internal use.

3.2 Term and Termination.

The term of the Free Services shall be one year from when Visible Alpha first granted access to the Free Services unless otherwise agreed to by Visible Alpha at its sole discretion (“Free Period”). Visible Alpha reserves the right to discontinue the Free Services at any time make and/or such services available only of a fee basis at its sole and exclusive discretion. At the end of the Free Period, all rights to access or use the Free Services shall immediately terminate. You may discontinue your use of the Free Services at any time. Visible Alpha may terminate your password, account, and access to or use of the Free Services at any time for any reason. You acknowledge and agree that Visible Alpha has no obligation to retain your content and that your content will be irretrievably deleted, following the termination of the Free Services. Provisions that survive termination or expiration of this agreement are those which by their nature are intended to survive.

3.3 Restrictions.

You shall not (a) directly or indirectly reverse engineer or reproduce all or any portion of the Free Services, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization (b) modify, translate, scrape any data, transmit, display, perform, reproduce, publish, license or derivative works based upon the Free Services; (c) store any data made available by Visible Alpha in a way which is capable of being scraped or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from the Site, except for the purposes expressly provided herein, (d) use the Free Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Visible Alpha’s provision of the Services; (e) permit anyone other than the authorized User to access and use the Free Services, including but not limited to sharing of logon information of the User. You shall not introduce into the Site any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or use the Site in violation of the Terms of Use and Privacy Policy You agree that the Free Services are provided as a convenience and you agree that Visible Alpha is not obligated to provide any technical support, phone support, or updates for the Free Services but may elect to provide such support at its sole discretion.

3.4 Confidentiality.

By virtue of this agreement, you may have access to information that is confidential to Visible Alpha, including but not limited to the Free Services and content, and any information related to the Free Services and content (“Visible Alpha Confidential Information”). Visible Alpha Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. You agree not to make Visible Alpha’s Confidential Information available in any form to any unauthorized third parties. You agree to take all reasonable steps to ensure that Visible Alpha’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this agreement.

3.5 Disclaimer.

THE FREE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND VISIBLE ALPHA HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS WITH REGARD TO (A) THE SERVICES, INCLUDING BUT NOT LIMITED TO SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS AND (B) MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. VISIBLE ALPHA DOES NOT GUARANTEE THAT (A) THE FREE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT VISIBLE WILL CORRECT ANY ERRORS IN THE SERVICES; (B) OR YOUR CONTENT AND YOUR APPLICATIONS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, THAT YOU LOAD INTO OR CREATE WITHIN THE ENVIRONMENT, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND VISIBLE ALPHA AGAINST ANY CLAIM AND INDEMNIFY VISIBLE ALPHA FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT. YOU AGREE THAT VISIBLE ALPHA IS NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT THAT YOU LOAD INTO OR CREATE WITHIN THE ENVIRONMENT. VISIBLE ALPHA RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE FREE SERVICES AT ANY TIME WITHOUT NOTICE.

3.6 Limitation of Liability.

VISIBLE ALPHA SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND ANY AND ALL OTHER FORMS OF DAMAGES OR LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM) CAUSED OR ALLEGED TO BE CAUSED IN CONNECTION WITH YOUR USE OF THE FREE SERVICES WHETHER OR NOT FORESEEABLE, EVEN IF VISIBLE ALPHA OR ANY CONTENT PROVIDER, SUPPLIERS OF THIRD-PARTY CONTENT OR OTHER THIRD PARTIES WORKING WITH VISIBLE ALPHA IN CONNECTION WITH THE FREE SERVICES HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.. IN NO EVENT SHALL VISIBLE ALPHA’S TOTAL LIABILITY TO YOU FOR THE FREE SERVICES FOR ANY AND ALL DAMAGES EXCEED THE AMOUNT OF ONE THOUSAND UNITED STATES DOLLARS ($1,000.00).

Section 4 – EDUCATIONAL SERVICES

4.1

If you are accessing and using the Services on a trial basis this Section 4 EDUCATIONAL SERVICES shall govern your use of the Services hereinafter the “Educational Services” in addition to the Terms of Use. In the event of a conflict between this Section 4 EDUCATIONAL SERVICES and the Terms of Use, this Section 3 EDUCATIONAL SERVICES shall control. You represent and warrant that you are a student or teacher in an academic institution (“Educational User”) and that you are accessing the Educational Services solely for educational purposes and not on behalf of any other third party. In addition to any other remedies Visible Alpha may have, you agree that Visible Alpha may immediately terminate your license in the event that you fail to comply with the preceding representation.

4.2

Visible Alpha grants you access a nonexclusive, nontransferable, with no right to sublicense license to access and use: (1) the information, (2) data and (3) related services distributed by contributors to Visible Alpha (the “Contributors”) via Visible Alpha’s web site, www.visiblealpha.com (the “Site”) (hereinafter, each 3 elements as part of the Educational Services solely as set forth in Visible Alpha’s privacy policy posted on the Site, the TOU and this Section 4 EDUCATIONAL SERVICES. In all cases, the Educational Services shall be used exclusively in furtherance of providing access to the Services to such students and teaching staff for educational purposes only and not for any other purpose. You acknowledge and agree you shall only be licensed to unentitled content pursuant to this agreement.

4.3 Term and Termination.

The term of Educational Services shall be the lesser of one year or when you cease to meet the definition of Educational User. Visible Alpha reserves the right to discontinue the Educational Services at any time make and/or such services available only of a fee basis at its sole and exclusive discretion. At the end of the upon termination or expiration of the Term, all rights to access or use the Educational Services shall immediately terminate. You may discontinue your use of the Educational Services at any time. Visible Alpha may terminate your password, account, and access to or use of the Educational Services at any time for any reason. You acknowledge and agree that Visible Alpha has no obligation to retain your content and that your content will be irretrievably deleted, following the termination of the Educational Services. Provisions that survive termination or expiration of this agreement are those which by their nature are intended to survive.

4.4 Restrictions.

You shall not (a) directly or indirectly reverse engineer or reproduce all or any portion of the Educational Services, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization (b) modify, translate, scrape any data, transmit, display, perform, reproduce, publish, license or derivative works based upon the Educational Services; (c) store any data made available by Visible Alpha in a way which is capable of being scraped or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from the Site, except for the purposes expressly provided herein, (d) use the Educational Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Visible Alpha’s provision of the Services; (e) permit anyone to access and use the Educational Services, including but not limited to sharing of logon information of the Educational User. You shall not introduce into the Site any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or use the Site in violation of the Terms of Use and Privacy Policy You agree that the Educational Services are provided as a convenience and you agree that Visible Alpha is not obligated to provide any technical support, phone support, or updates for the Educational Services but may elect to provide such support at its sole discretion.

4.5 Confidentiality.

By virtue of this agreement, you may have access to information that is confidential to Visible Alpha, including but not limited to the Educational Services and content, and any information related to the Educational Services and content (“Visible Alpha Confidential Information”). Visible Alpha Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. You agree not to make Visible Alpha’s Confidential Information available in any form to any unauthorized third parties. You agree to take all reasonable steps to ensure that Visible Alpha’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this agreement.

4.6 Disclaimer.

THE EDUCATIONAL SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND VISIBLE ALPHA HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS WITH REGARD TO (A) THE EDUCATIONAL SERVICES, INCLUDING BUT NOT LIMITED TO SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS AND (B) MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. VISIBLE ALPHA DOES NOT GUARANTEE THAT (A) THE EDUCATIONAL SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT VISIBLE WILL CORRECT ANY ERRORS IN THE EDUCATIONAL SERVICES; (B) OR YOUR CONTENT AND YOUR APPLICATIONS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, THAT YOU LOAD INTO OR CREATE WITHIN THE ENVIRONMENT, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND VISIBLE ALPHA AGAINST ANY CLAIM AND INDEMNIFY VISIBLE ALPHA FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT. YOU AGREE THAT VISIBLE ALPHA IS NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT THAT YOU LOAD INTO OR CREATE WITHIN THE ENVIRONMENT. VISIBLE ALPHA RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE EDUCATIONAL SERVICES AT ANY TIME WITHOUT NOTICE.

4.7 Limitation of Liability.

VISIBLE ALPHA SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND ANY AND ALL OTHER FORMS OF DAMAGES OR LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM) CAUSED OR ALLEGED TO BE CAUSED IN CONNECTION WITH YOUR USE OF THE EDUCATIONAL SERVICES WHETHER OR NOT FORESEEABLE, EVEN IF VISIBLE ALPHA OR ANY CONTENT PROVIDER, SUPPLIERS OF THIRD-PARTY CONTENT OR OTHER THIRD PARTIES WORKING WITH VISIBLE ALPHA IN CONNECTION WITH THE EDUCATIONAL SERVICES HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.. IN NO EVENT SHALL VISIBLE ALPHA’S TOTAL LIABILITY TO YOU FOR THE EDUCATIONAL SERVICES FOR ANY AND ALL DAMAGES EXCEED THE AMOUNT OF ONE THOUSAND UNITED STATES DOLLARS ($1,000.00).

Section 5 – DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

5.1 Information “As Is” and “As Available”.

THE INFORMATION PROVIDED ON OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE SERVICES OR ANY LINKED SITES IS AT YOUR OWN RISK. ALTHOUGH THE INFORMATION ON THE SERVICES ARE OBTAINED OR COMPILED FROM SOURCES VISIBLE ALPHA AND CONTENT PROVIDERS BELIEVE TO BE RELIABLE, NEITHER VISIBLE ALPHA NOR ANY CONTENT PROVIDER CAN NOR DOES GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, VALIDITY, SEQUENCE, TIMELINESS, COMPLETENESS OR CONTINUED AVAILABILITY OF ANY INFORMATION OR DATA, INCLUDING THIRD-PARTY CONTENT, MADE AVAILABLE ON THE SERVICES OR ON ANY LINKED SITES. IN NO EVENT SHALL VISIBLE ALPHA OR ANY CONTENT PROVIDER BE LIABLE FOR ANY DECISION MADE OR ACTION OR INACTION TAKEN BY YOU IN RELIANCE ON ANY INFORMATION OR DATA, INCLUDING THIRD-PARTY CONTENT, ON THE SERVICES OR ON ANY LINKED SITES. VISIBLE ALPHA AND EACH CONTENT PROVIDER FURTHER EXPLICITLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VISIBLE ALPHA, CONTENT PROVIDERS, AND SUPPLIERS OF ALL OTHER THIRD-PARTY CONTENT AND ANY OTHER THIRD PARTY WORKING WITH VISIBLE ALPHA SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND ANY AND ALL OTHER FORMS OF DAMAGES OR LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM) CAUSED OR ALLEGED TO BE CAUSED IN CONNECTION WITH YOUR USE OF THE SERVICES WHETHER OR NOT FORESEEABLE, EVEN IF VISIBLE ALPHA OR ANY CONTENT PROVIDER, SUPPLIERS OF THIRD-PARTY CONTENT OR OTHER THIRD PARTIES WORKING WITH VISIBLE ALPHA IN CONNECTION WITH THE SERVICES HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

Section 6 – Proprietary rights

6.1 Proprietary Rights.

All right, title and interest in the Services and any content contained herein is the exclusive property of Visible Alpha or the applicable third party data or Content Provider, except as otherwise stated. Unless otherwise specified, the Services are for your personal and internal-business use only and you may print, copy and download any information or portion of the Services for your personal use only.

6.2 Restrictions.

You may not modify, copy, reproduce, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, scrape any data from the Services, store any data made available by Visible Alpha in a way which is capable of being scraped or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from the Services, except for the purposes expressly provided herein, without Visible Alpha’s prior written approval. If you copy or download any information or software from the Services, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information.

6.3 Trademarks.

Visible Alpha, the Visible Alpha logo and other Visible Alpha trademarks and service marks referenced herein are trademarks and service marks of Visible Alpha. The names of other companies and third-party products or services mentioned herein may be the trademarks or service marks of their respective owners. You are prohibited from using any marks for any purpose including, but not limited to use as metatags on other pages or sites on the World Wide Web without the written permission of Visible Alpha or such third party, which may own the marks.

6.4 Copyright Agent.

Pursuant to Section 512(c)(2) of the Copyright Act, Visible Alpha designates the following agent to receive notifications of claimed infringement: [copyrights@visiblealpha.com].

6.5 Feedback.

You may from time-to-time submit feedback, comments, suggestions, questions, ideas, or other information to Visible Alpha concerning the Services or Visible Alpha’s products, services, technology, techniques, processes or materials (“Feedback”). Visible Alpha may in connection with any of the Services and its products and services freely use, copy, disclose, license, distribute and otherwise exploit such Feedback in any manner without any obligation, payment, royalty or restriction whether based on intellectual property rights or otherwise.

Section 7 – MISCELLANEOUS

7.1 Entire Agreement.

These Terms of Use constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof.

7.2 Severability.

If any term or other provision of these Terms of Use is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of these Terms of Use shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

7.3 Governing Law; Forum.

These Terms of Use shall be governed in all respects by the laws of the State of New York, and any litigation arising out of or connected in any way with these Terms of Use shall take place in a State or Federal court of competent jurisdiction in New York County, State of New York. Visible Alpha and you acknowledge and agree that unless expressly included in any other agreement between Visible Alpha and you the requirements of the E-Commerce Directive (00/31/EC) as implemented are excluded to the fullest extent permissible by law. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings.

7.4 Causes of Action.

Any cause of action you may have with respect to your use of the Services must be commenced within one (1) year after the claim or cause of action arises.

7.5 Waiver of Jury Trial.

YOU WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS OF USE.

7.6 Contact Information.

In the event you have any questions regarding these Terms of Use or your information that is held by us you may contact us via email at info@visiblealpha.com, or by mailing correspondence to Visible Alpha, 8 East 40th Street, 6th Floor, New York, NY 10016.