The following Online User Agreement governs access to the website of SM Holdings, Inc. and those of its subsidiaries and affiliates, including SM, Inc. (collectively, "We", "Our", or "Us"). Your further access to this site and your use of any of the services provided hereby is governed by the terms of this Online User Agreement. This Online User Agreement and any such additional terms and conditions as to which you have agreed are hereafter referred to collectively as the Agreement.

Please read these terms and conditions carefully. By accessing this web site and any pages hereof, you are indicating that you have read, acknowledge and agree to be bound by this Agreement.

The websites of SM Holdings, Inc. and those of its subsidiaries and affiliates, including SM, Inc. (the "SM Holdings Sites") are governed by the then current version of the terms of use in effect on the date such SM Holdings Site is accessed or used by you. SM Holdings may modify the terms of use at any time and without prior notice. By using and accessing SM Holdings Sites, you acknowledge and agree to review the most current version of this document prior to each such use. Your continued use of and access to SM Holdings Sites constitutes your acknowledgement and agreement to the then current terms of use. Please also note that the terms and conditions of these terms of use are in addition to any other agreements between you and SM Holdings and/or its affiliates and agents, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on SM Holdings Sites.

SM Holdings 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 SM Holdings Sites and to suspend and/or deny access to SM Holdings Sites for scheduled or unscheduled maintenance, upgrades, improvements or corrections. The information and materials on SM Holdings Sites may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and SM Holdings does not undertake any obligation or responsibility to update or amend any such information. SM Holdings may discontinue or change any product or service described in or offered on SM Holdings Sites at any time. You agree that SM Holdings and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance. SM Holdings further reserves the right to block or otherwise discontinue your access and use of SM Holdings Sites at any time and for any reason.

Authorized User

Only clients or subscribers of SM Holdings with a valid User ID and password are authorized to use the services provided at this site.

Unauthorized use of SM Holdings' web site and systems, including, but not limited to, unauthorized entry into SM Holdings' systems, misuse of passwords or misuse of any other information, is strictly prohibited. You may not use this web site in any manner that could damage, disable, overburden, or impair any SM Holdings site or service or interfere with any other party's use and enjoyment of any SM Holdings site or searvice. You may not attempt to gain unauthorized access to any SM Holdings site or service, computer systems or networks connected to any SM Holdings site or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to this web site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. We reserve the right to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us by phone at 212.668.5920.

SM Holdings 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 this web site and to suspend and/or deny access to this web site for scheduled or unscheduled maintenance, upgrades, improvements or corrections. The information and materials on this web site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and SM Holdings does not undertake any obligation or responsibility to update or amend any such information. SM Holdings may discontinue or change any product or service described in or offered on this web site at any time.

Disclaimer of Warranty and Limitation of Liability

The information, products and services on this web site are provided on an "AS IS," "WHERE IS" and "WHERE AVAILABLE" basis. SM Holdings does not warrant the information or services provided herein or your use of this web site generally, either expressly or impliedly, for any particular purpose and expressly disclaims any implied warranties, including but not limited to, warranties of title, non-infringement, merchantability or fitness for a particular purpose. SM Holdings will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via this web site. Although the information provided to you on this web site is obtained or compiled from sources we believe to be reliable, SM Holdings cannot and does not guarantee the accuracy validity timeliness or completeness of any information or data made available to you for any particular purpose. Neither SM Holdings, nor any of its affiliates, directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this web site, or resulting from the act or omission of any other party involved inmaking this web site, the data contained herein or the products or services offered on this web site available to you, or from any other cause relating to your access to, inability to access, or use of the web site or these materials, whether or not the circumstances giving rise to such cause may have been within the control of SM Holdings or of any vendor providing software or services. In no event will SM Holdings or any such parties be liable to you, whether in contract or tort, for any direct, special, indirect, consequential or incidental damages or any other damages of any kind even if SM Holdings or any other such party has been advised of the possibility thereof. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect a user's equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. SM Holdings cannot and does not guarantee continuous, uninterrupted or secure access to the web site.

Proprietary Rights

All right, title and interest in this web site and any content contained herein is the exclusive property of SM Holdings, except as otherwise stated. Unless otherwise specified, this web site is for your personal and non-commercial use only and you may print, copy and download any information or portion of this web site for your personal use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, 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 this web site, except for the purposes expressly provided herein, without SM Holdings' prior written approval. If you copy or download any information or software from this web site, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information. 

SM Holdings, SM Holdings logo and other SM Holdings trademarks and service marks referenced herein are trademarks and service marks of SM Holdings. 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 SM Holdings or such third party, which may own the marks. 

Pursuant to Section 512(c)(2) of the Copyright Act, SM Holdings designates the following agent to receive notifications of claimed infringement: Annemarie Tierney, General Counsel, SM Holdings, Inc., 26 Broadway, 12th Floor, New York, New York 10004; atierney@SM.com.

Use of Links

This web site contains links to third party web sites. These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by SM Holdings of any information contained in any third party web site. In no event shall SM Holdings be responsible for the information contained on that site or your use of or inability to use such site. You should also be aware that the terms and conditions of such site and the site's privacy policy may be different from those applicable to your use of this web site.

Third Party Content

Certain portions of the SM Holdings Sites, including, without limitation, information sheets on certain private companies or other issuers, may contain streaming feeds or other unedited or third party content. All postings, messages, text, images, links to third-party websites or other materials published on or otherwise made available through this section (the "Content") are the sole responsibility of the person(s) who originated such Content and SM may not monitor and does not control such Content, though SM reserves the right at all times (but will not have an obligation) to remove any Content. By using this Content, you agree to not rely on the Content and understand that you may be exposed to Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that SM makes no representations or warranties regarding the Content and is not responsible or liable in any manner for the Content or the conduct, whether online or offline, of any user.

Securities Products

None of the information contained in this web site constitutes a recommendation, solicitation or offer by SM Holdings or its affiliates to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service. The information contained in this web site has been prepared without reference to any particular user's investment requirements or financial situation. The information and services provided on this web site 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 or where SM Holdings is not authorized to provide such information or services. Some products and services described in this web site may not be available in all jurisdictions or to all clients.

Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be in an appropriate state or federal court located in the County of New York, State of New York and the parties unconditionally waive their respective rights to a jury trial. Any cause of action you may have with respect to your use of this web site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement between SM Holdings and you with respect to this site and it supersedes all prior or contemporaneous communications, agreements and understandings between SM Holdings and you with respect to the subject matter hereof. A printed version of this Agreement shall be admissible in judicial or administrative proceedings. 

The following Appendices apply to access to certain third party materials that may be available through SM Holdings Sites, as may be further denoted on such materials and/or hereinafter:

Appendix A

HEDGEFUND.NET DATABASE ACCESS TERMS OF USE

Information relating to hedge funds is available under agreement with HedgeFund.net, which is owned by Channel Capital Group Inc. The HedgeFund.net Database (the "Database") contains information on thousands of hedge funds and all rights therein are owned by Channel Capital Group Inc. ("HedgeFund.net"). HedgeFund.net requires you ("You") to agree to its HedgeFund.net Database Access Terms of Use ("Terms of Use") prior to accessing data, statistics, text, charts, graphs, or other information pertaining to one or more hedge funds that is contained in the Database ("Hedge Fund Information") through Second Market. 
Please read the following Terms of Use. By signifying your accepting below, You agree to be bound by these Terms of Use. HedgeFund.net may make changes at any time to these Terms of Use by requiring that you agree to a new version prior to continued access. Any modifications to the Terms of Use will become effective upon your next access to Hedge Fund Information. Throughout this Terms of Use, the term "You" shall be defined as you individually if your right to access SM Is held by you individually, or otherwise defined as the firm or entity you represent if you are using SM pursuant to a firm, network or entity service agreement. You must accept any revised Terms of Use prior to using Hedge Fund Information following your receipt of any revised Terms of Use. In the event of any inconsistency between these Terms of Use and the service agreement for SM, these Terms of Use shall control with respect to the Database and Hedge Fund Information.

Accredited Investors Only

The Database and the Hedge Fund Information contained therein is intended and available solely for accredited investors (as defined in Securities and Exchange Commission Rule 501(a), promulgated under the Securities Act of 1933, as amended) ("Accredited Investors"). By downloading Hedge Fund Information, You represent that You are an Accredited Investor, and You agree to immediately notify HedgeFund.net if your status as an Accredited Investor should change in any respect. You hereby acknowledge that you have represented your status as an Accredited Investor to Second Market. If You are obtaining access to Hedge Fund Information as a company, You hereby represent that only individuals who are reviewing information on investments on behalf of your company will have access to Hedge Fund Information, and that individuals who review such Hedge Fund Information are not entitled to make personal use of such Hedge Fund Information. You also agree they shall be informed of and agree to the obligations hereunder prior to receiving such access.

Non-Exclusive and Revocable Right to Use Solely With SM

You hereby agree to obtain a non-exclusive and revocable right from Second Market as described below to use Hedge Fund Information solely within SM, and shall not use Hedge Fund Information in other programs or formats without obtaining a license for such use directly from HedgeFund.net. Any use of Hedge Fund Information outside of SM is strictly prohibited and HedgeFund.net reserves all available remedies under law and pursuant to this Terms of Use in regard to any infringing use.

Authority

You further represent and warrant that (i) You have all necessary power and authority to accept these Terms of Use; (ii) these Terms of Use are legal, valid, binding and enforceable against You; (iii) your acceptance of these Terms of Use will not violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to You; and (iv) your access to and use of Hedge Fund Information will be in accordance with all applicable federal, state, and local laws, regulations, and treaties.

Use of Hedge Fund Information

You may use Hedge Fund Information solely for your personal, informational, and non-commercial use or Permitted Commercial Use (as defined below); provided that, You shall not (i) excluding the use of Hedge Fund Information within SM, copy, reproduce, store, publish, display, distribute in any medium, transmit or otherwise transfer or create any derivative works based on the Hedge Fund Information, including without limitation, any contact information set forth therein (other than in regard to a "permitted Commercial Use" (as defined below», (ii) modify or alter in any respect, the Hedge Fund Information or any proprietary notices therein, (iii) rely on the Hedge Fund Information, in whole or In part, in association or connection with any investment decision, (iv) use the Hedge Fund Information, including without limitation, the contact information contained therein, to sell or offer to sell any services or products to any hedge funds or their personnel, (v) transmit in connection with the use of the Hedge Fund Information any unlawful, harmful or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law, (vi) use any device, software or routine or take any other action to, interfere or attempt to interfere with the proper working of the Database or the Hedge Fund Information or (vii) use or permit use of the Hedge Fund Information in any manner that violates any applicable law, regulation, or treaty.

Definitions of Permitted and Prohibited Commercial Use

"Permitted Commercial Use": Permitted Commercial Uses shall include (i) using the Hedge Fund Information for your internal investment research; (ii) using the Hedge Fund Information to report specific information on one or more private investment funds that You represent privately to the funds' investors or pre-existing substantive relationships; (iii) utilizing the Hedge Fund Information as a registered investment advisor to obtain information on investment funds for your clients provided they are Accredited Investors, and provided that You advise them that (x) they may not rely on any such Hedge Fund Information, in whole or in part, in association or connection with any investment decision, or (y) they may not redistribute any Hedge Fund Information, and (z) that funds may only be offered to them pursuant to a fund's authorized offering documentation. 
"Prohibited Commercial Use": Prohibited Commercial Uses of the Hedge Fund Information shall include, but not be limited to, the following: (i) any resale of the Hedge Fund Information or any information contained therein; (ii) providing for sale any financial information product based on the Hedge Fund Information or any information contained therein; (iii) the sale of reports based on or derived from the Hedge Fund Information or any information contained therein. Notwithstanding the foregoing, the preceding sentence is not intended as an exhaustive list of prohibited commercial uses, and HedgeFund.net's prior written consent is required for any commercial use of the Hedge Fund Information that is not enumerated as a Permitted Commercial Use above. 

You are solely responsible for any actions taken, by You or any other person, with respect to any Hedge Fund Information downloaded, obtained, or viewed through your account, as reflected in Second Market's records.

Access to Hedge Fund Information is Revocable

Under no circumstances shall SM be authorized to sell You an exclusive right to access Hedge Fund Information. All access to Hedge Fund Information is revocable at the discretion of HedgeFund.net or upon the expiration of HedgeFund.net's contractual relationship with SM.

No Offering or Solicitation

You acknowledge that the Hedge Fund Information, and the provision of the Hedge Fund Information to You, do not constitute (i) an offer to buy or sell, or a solicitation of an offer to buy or sell, any fund or investment; or (ii) financial advice or a recommendation, or other advice or recommendation, of any kind.

Thirty Day Bar On Investments

You agree not to invest in any hedge fund listed in Hedge Fund Information for thirty (30)days after your initial access to Hedge Fund Information, with the exception of funds in which You are already invested or with which You otherwise have a pre-existing substantive relationship.

HedgeFund.net Reservation of Rights

HedgeFund.net reserves the right to (i) investigate and take legal action against any illegal and/or unauthorized use of the Hedge Fund Information or other violation of these Terms of Use, (ii) determine, in its sole discretion, the funds to be listed in Hedge Fund Information, (iii) suspend or terminate, temporarily or indefinitely, the access of any user to Hedge Fund Information or the listing of any fund in Hedge Fund Information, in its sole discretion and without notice or explanation of any kind and (iv) use the Hedge Fund Information, or any portion thereof, in any manner allowable by applicable law. 
Any decision by HedgeFund.net not to enforce any right set forth herein shall not be construed as a waiver thereof or of any of its other rights, whether in law or in equity.

Proprietary Rights

You have no rights with respect to the Hedge Fund Information except as expressly set forth in these Terms of Use. Nothing herein grants to You any license or right in or to any patent, copyright, trademark, service mark, or other proprietary right of HedgeFund.net or any other entity, including any third party which has provided portions of the Hedge Fund Information.

Trademarks

HEDGEFUND.NET, the HEDGEFUND.NET logo, THE INTERACTIVE HEDGEFUND DATABASE, and HFN AVERAGES are trademarks and/or service marks of HedgeFund.net. All other trademarks and service marks contained in the Database are owned by third parties. You shall not display, use, copy or modify any of the HedgeFund.net marks without the prior written consent of HedgeFund.net.

Copyright

The Hedge Fund Information, any improvements or modifications to the Hedge Fund Information, and any derivative works based on any of the foregoing are proprietary to HedgeFund.net, its licensors or the respective third party content providers and are protected by copyright and other property laws. The collection, arrangement and assembly of the Hedge Fund Information are likewise protected by copyright and other property laws. ALL RIGHTS UNDER SUCH LAWS ARE HEREBY EXPRESSLY RESERVED.

Disclaimers

The Hedge Fund Information is provided "as is" and is based upon information provided by hedge fund managers and other sources. HedgeFund.net has not independently verified such information. Accordingly, the Hedge Fund Information may be inaccurate or incomplete. Further, investments in hedge funds involve significant risks and past performance of a fund is no guarantee, or even indication, of a fund's future performance. Therefore, the Hedge Fund Information should not be relied upon, in whole or in part, to make any investment decision. 

Investments in the funds as to which Hedge Fund Information is available may be prohibited or otherwise restricted by state law and/or in international jurisdictions. The Hedge Fund Information is not directed at any jurisdiction where such materials are prohibited. You bear all responsibility for complying with all applicable local laws. 

Investments in hedge funds and other private investment funds are speculative and involve a high degree of risk. You could lose all or a substantial amount of your investment. Each fund is unique and there are unique risks involved when investing in a particular hedge fund. You should carefully read a fund's offering materials and related information for specific risk and other important information regarding an investment in that fund before investing. The Hedge Fund Information does not include a list, and does not purport to list, the risk factors associated with an investment in any of the hedge funds listed in it.

Additionally, You agree and acknowledge that HedgeFund.net and its affiliates may have financial interests or other contracts to market or provide services to funds as to which Hedge Fund Information is available. This may create actual or perceived conflicts of interest. You represent that You have fully considered the possibility of such conflicts and hereby knowingly waive any claims, defenses, damages or remedies of any kind that You may have otherwise have as a result of any such actual or perceived conflict of interest. 

TO THE EXTENT PERMISSIBLE BY LAW, HEDGEFUND.NET, ITS AFFILIATES AND SMHEREBY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, RELATING TO THE HFN MATERIALS AND THE USE THEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF THE ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE HEDGE FUND INFORMATION. IN ADDITION, HEDGEFUND.NET MAKES NO WARRANTY THAT HEDGE FUND INFORMATION WILL BE FREE OF ERRORS, VIRUSES, OR OTHER POTENTIALLY HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OFTHE HEDGE FUND INFORMATION IS AT YOUR OWN RISK AND THAT THE HEDGE FUND INFORMATION IS PROVIDED TO YOU WITHOUT WARRANTY OF ANY KIND.

Limitation of Liability

IN NO EVENT WILL HEDGEFUND.NET, CHANNEL CAPITAL GROUP LLC, SM, EACH OF THE FOREGOING COMPANIES' AFFILIATES, OR EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES (COLLECTIVELY THE "RELEASED PARTIES"), BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE OR ACCESS, OR IMPROPER USE OF THE HFN MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, OR BUSINESS INTERRUPTION, EVEN IF SUCH ENTITIES AND/OR INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. ANY LIABILITY OF THE RELEASED PARTIESIN REGARD TO THE HEDGE FUND INFORMATION SHALL BE LIMITED TO THE FEES PAID HEREUNDER.

Indemnification

You agree to defend, indemnify and hold harmless HedgeFund.net, Channel Capital Group LLC, Second Market, each of the foregoing companies' affiliates, and each of their respective officers, directors, agents, and employees (collectively, the "Indemnified Parties"), from and against any and all causes of action, suits or claims arising from or in connection with (i) use or misuse, by You or others through your account, of the Hedge Fund Information, (ii) violation, by You or others through your account, of these Terms of Use or (iii) violation, by You or others through your account, of any rights of any third party, and to indemnify the Indemnified Parties for any damages, losses, costs and expenses (including, but not limited to, reasonable attorneys fees and court costs) in connection therewith.

Governing Law

The laws of the State of New York will govern these Terms of Use, without giving effect to its principles of conflicts of laws. You agree that any action arising out of the Terms of Use or use of the Hedge Fund Information will be brought exclusively in state or federal courts located in New York, New York, and You hereby consent to the exclusive jurisdiction of such courts.

Miscellaneous

You may not assign or transfer any of your rights or obligations under these Terms of Use without the prior written consent of HedgeFund.net. These Terms of Use may only be modified with the written consent of HedgeFund.net and You. Any addendum to this Terms of Use shall take effect and be incorporated herein immediately subsequent to the acceptance of this Terms of Use. If any provision of these Terms of Use is deemed unlawful, invalid, or unenforceable by a court of competent jurisdiction, that provision will be deemed severable and will not affect the lawfulness, validity or enforceability of the remaining provisions hereof. These Terms of Use set forth the entire understanding between You and HedgeFund.net with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between You and HedgeFund.net with respect to said subject matter.