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TERMS AND CONDITIONS

VERTICAL GROUP (“VERTICAL”) PROVIDES ALL INFORMATION AND MATERIALS ON THIS WEB SITE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. IF THESE TERMS AND CONDITIONS ARE NOT ACCEPTABLE IN FULL, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THIS SITE.

“Vertical Group” is the marketing name for The Vertical Trading Group, LLC, its subsidiaries and affiliates, and its officers, directors, managing directors, partners, and employees.

Content of Vertical's Web Site

Vertical's official Internet Web site (“Site”) is provided for informational purposes only and does not constitute an offer to sell nor a solicitation of an offer to buy any security referenced in this Site. The information provided on this Site is for personal, non-commercial use. Vertical is not providing specific investment advice to any individual viewing the content of the Site and does not represent that the securities or services described herein are suitable for any specific investor. Investors are advised not to rely on any information contained in this Site in the process of making a fully informed investment decision. Users of the Site should contact a Vertical before making any investment decisions. Vertical does not provide tax or legal advice through this Site.

Vertical does not guarantee the accuracy, completeness or timeliness of any specific information and such information is subject to change. Vertical is under no obligation to update the information to reflect changes after the publication date and does not guarantee its accuracy, timeliness or completeness.

Vertical and its affiliates trade for their own account as a market maker, block positioner, arbitrageur and/or investor. Consequently, at the time of any transaction you may make, Vertical or its affiliates may have a position in such securities, which position may be partially or completely hedged. Vertical reserves the right to discontinue these activities or to increase or decrease its holdings of these securities at any time. Persons mentioned in this site may only transact business in states in which they have been properly registered or are exempt from registration.

Notice for Non-U.S. Investors

This Site has been published in the United States. It is only directed and approved for distribution and use by: (a) residents of the United States; (b) clients of Vertical Group; and (c) residents of other countries only as allowed by the laws of the applicable jurisdiction. Services provided by Vertical and its affiliates are available only to such persons. Other persons should not rely or act upon any such information on this Site. Vertical reserves the right require proof of residence from any user accessing the Site and requesting information.

Investors outside of the United States may be subject to securities and tax regulations within their applicable jurisdictions that are not addressed on this Site.

Nothing on this Site shall be construed to be a solicitation to buy or an offer to sell any security, product or service to any non-US investor, nor shall any such security, product or service be solicited, offered or sold in any jurisdiction where such activity would be contrary to the securities laws or other local laws and regulations, or would subject Vertical or any of its affiliates to any registration requirement within such jurisdiction.

Site Ownership and Restrictions on Use

Vertical own all rights, title and interest in and to the data, text, graphics and other materials (“Materials”) appearing on and/or generated by this Site, including all copyright, trademark and other intellectual property rights therein.

Except as otherwise provided for herein, you may view, download, print or distribute Materials for your personal and non-commercial use only, provided you do not obscure or remove any copyright or other notices. You may not otherwise copy, publish, display, distribute, commercially exploit, modify, reverse engineer, disassemble, translate, adapt, create derivative works from, transfer or sell in any form or by any means any portion of this Site (including, but not limited to, any Materials), any underlying computer code or other aspects of the Site.

Prohibited Use

As a condition of your use of the Site, you agree that you will not use the Site for any purpose that is unlawful or prohibited by the applicable terms and conditions. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through this Site.

Important Restrictions on E-Mail Communication

This Site enables you to electronically communicate by sending electronic (“e-mail“) messages to Vertical and/or its employees and representatives. In your use of this Site, you agree not to use e-mail to give Vertical any instruction for your account(s) to place orders to purchase or sell a security or to transfer funds. You may not use e-mail to provide Vertical with any other personal credit information, to give notice of a change of address, to give instructions to change or confirm your password, or to give Vertical any time-sensitive instructions. Vertical shall not be responsible for following the instructions of such e-mail instructions, regardless of when Vertical receives them, and cannot guarantee it will take any action as a result of having received such instructions. Vertical shall not be liable for any actions taken or any omissions to act as a result of any e-mail message(s) sent to Vertical and/or its employees and representatives.

Modifications to the Site and to the Terms and Conditions

Vertical reserves the right at any time to modify or discontinue on a temporary or permanent basis the operation of this Site and/or any information, products and/or services available on this Site without notice.

Vertical also reserves the right at any time to modify these Terms and Conditions and any other applicable terms and conditions to your use of the Site. Such modifications will be made on the applicable Site pages. It is your responsibility to review these Terms and Conditions and any other notices on the Site on a regular basis to identify any such modifications. Your continued use of the Site serves as your acknowledgement and agreement to observe the applicable terms and conditions. Vertical does not have any obligation to notify you of any changes made to the terms and conditions of this Site, other than in the manner described.

Disclaimer and Limitation of Liability

VERTICAL AND ITS DATA PROVIDERS ACCEPT NO RESPONSIBILITY FOR AND MAKE NO WARRANTIES OF ANY KIND REGARDING THE SUITABILITY, RELIABILITY, COMPLETENESS, AVAILABILITY, TIMELINESS, OR ACCURACY OF THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE, AND CANNOT ASSUME OR BE RESPONSIBLE FOR ANY FINANCIAL RESULTS BASED ON THE USE OF SUCH INFORMATION. ANY QUOTATIONS OR OTHER PRICING INFORMATION PROVIDED ON THIS SITE MAY BE DELAYED OR OUTDATED AND MAY NOT REFLECT THE PRICES AT WHICH THE QUOTED SECURITIES MAY BE BOUGHT OR SOLD.

THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARD TO USE OF THE SITE AND ANY INFORMATION AVAILABLE ON OR THROUGH THE SITE EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND HYPERLINKED SITES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VERTICAL OR VERTICAL'S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, VERTICAL SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION, VIA USE OF THE SITE, OF A COMPUTER VIRUS OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT, OR OTHERWISE IMPEDE IN ANY MANNER THE OPERATION OF ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS AND CONDITIONS OF USE OF THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS SITE.