SUREPOINT EQUITY WEBSITE TERMS OF USE

Welcome to the Surepoint Equity website (the “Site”). These Terms of Use govern your access and use of the Site and all content, information, products and/or services which may be provided through the Site (the “Service”). The Service is operated by Surepoint Equity, LLC, a Kentucky limited liability company, (together with its subsidiaries and affiliates, “Surepoint Equity,” “we,” or “us”). Please read these Terms of Use carefully before using the Site. By accessing or using our Site, you (the “User”) signify that you have read, understand and agree to be bound by these Terms of Use. If you do not agree, please immediately discontinue accessing the Site. If you violate any of these Terms of Use, which include Surepoint Equity’s Privacy Policy, or otherwise violate an agreement between you and us, Surepoint Equity may terminate your access to or use of the Service or the Site, or any portion, aspect or feature thereof, at any time in its sole discretion, with or without notice. In addition to these Terms of Use, you may enter into other agreements with us or others that will govern your use of our Service or other products or services we provide. If there is any contradiction between these Terms of Use and another agreement you enter into applicable to specific aspects of our products or services, the other agreement shall take precedence in relation to the specific aspects of the products or services to which it applies.

1. Eligibility
You must be eighteen (18) years of age or older to use our Service. Neither our Site nor the Service is intended to be used by children. By using the Service or the Site, you represent and warrant that you are eighteen (18) years of age or older and that you agree to abide by all of the terms and conditions of these Terms of Use.

2. User Representations and Obligations
In consideration of your use of the Site and Service, you agree to: (i) use the Service only for purposes that are legal, proper and in accordance with these Terms of Use and any applicable law, rules or regulations, (ii) only provide accurate, current and complete information (“User Data”); (iii) maintain the security of any password or login credentials (if applicable); (iv) maintain and promptly update the User Data to keep it accurate, current and complete; and (v) be fully responsible for all use of your account and for any actions that take place using your account (if applicable).

3. Confidential Information
Surepoint Equity’s Confidential Information:

In connection with your interaction with Surepoint Equity, you may receive certain Confidential Information concerning Surepoint Equity and its business, and you hereby agree to hold and keep confidential all Confidential Information concerning Surepoint Equity that is furnished to you or to any of your agents, affiliates, attorneys, associates, clients, consultants, employees, partners, related parties or representatives (each, a “Representative”) except to the extent otherwise authorized here. “Confidential Information” means any and all non-public technical and non-technical information disclosed by Surepoint Equity to you, which information would appear to a reasonable person to be confidential or proprietary, including, without limitation: the business relationships and affairs of Surepoint Equity and its affiliates, customer lists (including, without limitation, existing or potential borrowers, business partners, brokers, investors and sources thereof), trade secrets, proprietary and confidential ideas, techniques, works of authorship, models, inventions, know-how, processes, apparatuses, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of Surepoint Equity, such as information concerning research, experimental work, development, design details and specifications, financial information, procurement requirements, purchasing requirements, customer lists, investor lists, employee lists, business and contractual relationships, business forecasts, sales and merchandising plans, and marketing plans.

You agree that at all times and notwithstanding any termination, modification or expiration of these Terms of Use, you will hold in strict confidence and not disclose to any third party any Confidential Information of Surepoint Equity, except as approved in writing by Surepoint Equity, and will use the Confidential Information for no purpose other than with respect to its authorized purpose in connection with the Site and Service. You agree to limit access to the Confidential Information to only those Representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein. You further agree that you will not reproduce the Confidential Information in any form except as required to accomplish the intent of the Services. Any reproduction by you of any Confidential Information will remain the property of Surepoint Equity and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Surepoint Equity.

For purposes hereof, the term “Confidential Information” shall be deemed not to include information that (i) is or becomes generally available to the public other than as a result of disclosure by you or your Representative in violation of this Agreement, (ii) was within your possession prior to it being furnished to you by Surepoint Equity pursuant hereto, (iii) was developed by you independently of and without reference to any Confidential Information provided to you or any of your Representatives by Surepoint Equity, or (iv) that is required to be disclosed by a court order or applicable law; provided, that in the event you or your Representatives are required by law or the direction of any court or governmental authority to disclose any information that would otherwise be considered Confidential Information under this Agreement, if permitted by applicable law, you shall promptly notify Surepoint Equity in writing of such information consistent with applicable law. If, upon disclosure by Surepoint Equity of any Confidential Information, you believe that such Confidential Information was in your possession free of any obligation of confidence at the time it was disclosed to you by Surepoint Equity or its affiliates, you shall notify Surepoint Equity in writing of such possession within three (3) business days of receipt of such Confidential Information. Failure by you to timely notify Surepoint Equity shall constitute prima facie evidence that such Confidential Information was not in your possession prior to its disclosure by Surepoint Equity.

Your Confidential Information:

We are committed to protecting the privacy of your personal information in accordance with the Surepoint Equity Privacy Policy. While you may provide basic contact information through our Site, you should not provide any Confidential Information to Surepoint Equity through the Site. Anything submitted to the Site by you shall be treated by Surepoint Equity as publicly available information, and shall not be deemed or treated confidential.

4. General Restrictions On Use & Termination
Except as expressly authorized by this Agreement, you may not use, reproduce, distribute, modify, transmit or publicly display any portion of the Site, or any of the content displayed on the Site. You may not create derivative works based on any portion of the Site or any of the content posted to the Site without our express written consent. Without limiting the generality of these Terms, you specifically agree not to use any portion of the Site, or our Service, in connection with any of the following, each as determined in our sole discretion:

• Any illegal or unauthorized use;
• Commercial use;
• Defaming, abusing, “stalking” , harassing, or threatening any other person;
• Infringing any patent, trademark, trade secret, service mark, copyright, privacy right, publicity right, or any other right of another person or entity;
• Restricting or inhibiting any other user from accessing or using the Site, including, but not limited to, by means of “hacking” or defacing any portion of the Site;
• Distributing computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• Interfering with, disrupting, or destroying the functionality or use of any features or portions of the Site or the servers or networks connected thereto;
• Taking any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• Using any robot, “bot” spider, scraper, web crawler, data mining process, technique, or means, or implementing any other automatic or manual processes to access, copy, compile, or decompile any portion of the Site or Content;
• Decompiling, reverse engineering, disassembling or otherwise attempting to derive source code from Surepoint Equity or the Site;
• Removing, circumventing, disabling, damaging or otherwise interfering with security-related features, or features that enforce limitations on use of the Site;
• Removing any copyright, trademark, or other proprietary rights notices contained in or displayed on any portion of the Site;
• Modifying, copying, publishing, licensing, selling, renting, leasing, lending, transferring or otherwise commercializing any rights to the content posted on the Site or any portions thereof; and/or
• Violating any other term or condition governing your use of the Site or any applicable federal, state, or local law or regulation.
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If you fail to comply with these Terms, we may at any time in our sole discretion and without prior notice to you (i) suspend or terminate your access to and use of the Site, and our Service; (ii) deny your access to and use of the Site, in whole or in part, and/or revoke any or all of your other rights granted under this Agreement; or (iii) take any other action available at law or equity. Any termination of this Agreement shall not affect the respective rights and obligations of the parties arising before the date of termination.

5. Intellectual Property Rights
The Surepoint Equity Site and the content contained therein may be protected by copyright, trademark, patent and/or other intellectual property laws. Unless otherwise agreed in writing by us, all text, photographs, videos, and other content appearing on the Surepoint Equity Site, including but not limited to visual interfaces, data, interactive features, graphics, design, compilation, computer code, software, comments, reports and other usage-related data, your account, and all other elements and components of the Surepoint Equity Site are owned by us or our licensors (collectively “Our Content”). Except as expressly permitted by us, You SHALL NOT copy, license, display, distribute, modify, translate, reformat, incorporate into any advertisement, create derivative works based on, publish, or sell any content on the Surepoint Equity Site or any information, software, or services provided by us. Our Content may be modified from time to time by us in our sole discretion. Your use of the Surepoint Equity Site does not grant you any right, title, interest or license to any such intellectual property appearing on Surepoint Equity Site. Any unauthorized use of the content of the Surepoint Equity Site may subject you to civil or criminal penalties.

Except as expressly set forth herein, no license is granted to You for any other purpose other than for personal and non-commercial use, and any other use of Our Content by You shall constitute a material breach of this Agreement. Nothing in this Agreement shall affect any of our rights or the rights of our licensors in the Surepoint Equity Site and any associated IP Rights.

6. Liability Limitations
THIS SITE IS PROVIDED “AS IS” FOR YOUR INFORMATIONAL USE. IN NO EVENT WILL SUREPOINT EQUITY OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF SUREPOINT EQUITY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF SUREPOINT EQUITY OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD SUREPOINT EQUITY, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, SHAREHOLDERS, EMPLOYEES AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE OR THE SITE. YOU FURTHER AGREE THAT YOU WILL COOPERATE FULLY IN THE DEFENSE OF ANY SUCH CLAIMS. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR WRITTEN CONSENT.

7. Disclaimer of Warranty
THE SITE AND SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. SUREPOINT EQUITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO PERSON OR ENTITY IS PERMITTED TO RELY UPON OR USE THIS INFORMATION FOR ANY PURPOSE OTHER THAN INFORMATIONAL PURPOSES. NEITHER SUREPOINT EQUITY AND ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES OR REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OF ANY INFORMATION PROVIDED BY THIRD PARTIES (“THIRD PARTY CONTENT, NONE OF WHICH IS GUARANTEED BY ANY OF SUREPOINT EQUITY, ITS AFFILIATES OR THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES OR REPRESENTATIVES TO BE ACCURATE OR COMPLETE IN ANY RESPECT.

THE SITE AND THE SERVICE OPERATE OVER THE INTERNET AND LIKE ANY SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. WE MAKE NO GUARANTEE OF AVAILABILITY, ACCURACY, OR TAT THE SITE IS ERROR OR VIRUS FREE. ALTHOUGH WE TAKE REASONABLE STEPS TO PROVIDE YOU WITH QUALITY CONTENT, WE ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING ANY LOSS OR DAMAGE TO ANY USER RESULTING FROM ANYONE’S USE OF THE SITE OR THE SERVICE OR ANY THIRD PARTY CONTENT POSTED ON OR THROUGH THE SITE OR THE SERVICE OR TRANSMITTED TO USERS, OR ANY INTERACTIONS BETWEEN USERS OF THE SITE, WHETHER ONLINE OR OFFLINE. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT CONTAINED IN THE SITE AND ANY SERVICES OFFERED THROUGH THE SITE, OR OTHERWISE, AT ANY TIME WITHOUT NOTICE.

8. Governing Law
By visiting or using the Site and/or the Service, you agree that the laws of the Commonwealth of Kentucky, without regard to any principles of conflict of laws, will govern these Terms of Use and you agree to submit to personal jurisdiction in Louisville, Kentucky for all purposes, and you agree to waive, to the maximum extent permitted by law, any right to a trial by jury or to participate in a class action, or recovery any attorneys’ fees. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms of Use, or any breach thereof, shall be finally resolved by binding arbitration. The arbitration will be conducted before a single arbitrator and will be conducted in Louisville, Kentucky in accordance with the AAA Commercial Arbitration Rules.. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either Surepoint Equity or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

9. Linked Sites
The Site may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Surepoint Equity of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall Surepoint Equity be responsible or otherwise liable for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of Linked Sites, including the information, material, products, and services on such Linked Sites or available through such Linked Sites, is solely at your own risk. Your access and use of the Linked Sites are governed by the Terms of Use and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.

REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF OR ANY AFFILIATION THEREWITH BY SUREPOINT EQUITY.

10 .General
If any of the provisions, or portions thereof, of this Agreement are found to be invalid under applicable law, then it shall be severed from the Terms and the remainder of the Agreement shall be in full force and effect to the fullest extent possible. You may not transfer or assign your rights and obligations under this Agreement without our prior, written consent; however, we may assign this Agreement without restriction. Any waiver of any provision of this Agreement, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right. No waiver shall be enforceable against us unless such waiver is in writing signed by us. This Agreement forms the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements pertaining hereto. This Agreement may only be amended by Surepoint Equity in writing and will be effective immediately upon posting the revised version to the Site. Your use of the Site and Service shall be subject to the current version of this Agreement at your time of use of the Site as provided herein.

11. Changes to Terms of Use
You agree that we may make changes to these Terms of Use from time to time. If we do this, we will post the changed Terms of Use on the Site and will indicate on this page the date the Terms of Use were last updated. You understand and agree that your continued use of the Service or the Site after we have made any such changes constitutes your acceptance of the new Terms of Use. You should review these Terms of Use periodically for any changes.

REVISION DATE: October 10, 2016

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