VALUENGINE TERMS AND CONDITIONS

Please read the following terms and conditions carefully before using the ValuEngine website (the “Site”). This is a legal document governing your use of the Site.

SECTION I: GENERAL

ValuEngine and its affiliated Content providers offer delayed and real-time financial market information, including but not limited to stock quotes, options, news, and other company information, as well as analysis of that information using ValuEngine’s proprietary processes. All use of the Site, including, but not limited to, ValuEngine’s website or those of affiliated Content providers (whether or not linked to or from the Site), is conditioned upon the acceptance, without modification, of the terms, conditions and notices contained in these terms and conditions. By accessing the Site or the website of affiliated Content providers, and by using software and data provided on CD-ROM, you agree to these terms. ValuEngine reserves the right, in its discretion, to change all or any part of these terms and conditions at any time, effective upon notice published on the Site. Your continued use of the Site constitutes your binding acceptance of these terms and conditions including any changes or modifications made by ValuEngine as permitted above.

SECTION II: USE OF WEBSITE CONTENT

You may use the Site only for your personal, noncommercial use, except to the extent that limited sharing of a specific portion of the Content is used to facilitate providing a business customer with an overall market analysis or with the prior written consent of ValuEngine. You acknowledge that the Site contains or provides access to information, software, advertising and financial market information, including but not limited to, design, text, graphics, audio, video clips, images, links, financial analysis and research, other financial market data, and other material (collectively, the “Content”) that may be protected by copyright, trademark or other proprietary rights of ValuEngine or third parties. All Content on the Site is copyrighted as a collective work of ValuEngine pursuant to applicable copyright law. Unless otherwise indicated, the product and service names used in connection with the Site are trademarks or registered trademarks of ValuEngine. You acknowledge that the market data information provided is property of the various exchanges and other information providers and therefore subject to modifications from these sources and to all copyright and other interests maintained by the sources. You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Site. You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, redistribute, store, perform, link, display, or in any way manipulate any of the Content, in whole or in part, except as expressly permitted in these terms and conditions or with the prior written consent of ValuEngine. Content consisting of downloadable software may not be reverse engineered. You may post on the Site any Content owned by you (such as your original statements) and Content for which you have received express permission from the owner and Content in the public domain. You assume all risk and responsibility for determining whether the Content is in the public domain. You grant ValuEngine the right to edit, copy, publish, distribute, translate and otherwise use in any medium any Content that you place on the Site without remuneration to you. You represent and warrant that you are authorized to grant all rights set forth in this paragraph. You may download or copy the Content only for your own personal use, except as provided elsewhere in these terms and conditions, provided that you retain on such materials all copyright and other notices contained in such Content. The only exceptions to this paragraph are (a) as expressly permitted by the copyright laws, (b) that you may use the Site to facilitate providing your services to your clients, such as on a de minimis basis targeted for specific clients, but, in doing so, you may not provide any service bureau or other such services to third parties, and (c) with the express prior written permission of ValuEngine or, if other than ValuEngine, the owners of such Content, or their authorized agents.

SECTION III: RULES OF CONDUCT

You may not place or post on or through the Site any Content which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, (b) contains viruses, or other contaminating or destructive features, (c) violates the rights of others, such as Content which infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity, or (d) otherwise violates any applicable law. You may not post on the Site any links to any external websites containing Content that is described in the preceding sentence. You shall not use the Site for any commercial purpose except as expressly set forth above, to distribute any advertising or solicitation of funds for goods or services or to solicit users to participate in or use services that compete with the Site. Use of the Site is limited to one person per account. All users are limited to a total of 2000 page views per month unless otherwise approved by ValuEngine. All content must be accessed manually. You may not use an auto-downloader program, a “bot,” or any other personal software or hardware device to access content automatically from the Site. Any user found using an auto-downloader program in violation of this policy will have their account terminated immediately. ValuEngine will provide NO REFUNDS to users found violating the terms of this agreement and violators will forfeit their pre-paid subscription fees.

SECTION IV: NO ENDORSEMENT OF ACCURACY/RELIABILITY INCLUDING LINKS

ValuEngine does not guarantee or endorse the accuracy or reliability of any market data or other information provided or displayed in connection with the Site and is not responsible for the truth, accuracy, or completeness of the information conveyed to you. Furthermore, ValuEngine is not responsible for errors, mistakes or omissions in the Content, or for any delays or interruptions in the posting of the Content, from whatever cause. ValuEngine advises that you always consult an authorized financial professional to verify the accuracy of stock prices before relying on any Content. The Site may contain links to websites owned and operated by third parties. You acknowledge ValuEngine is not responsible for the availability of or the Content located on or through any websites owned and operated by third parties. You should contact the site administrator or webmaster for those third party websites if you have any concerns regarding such links or the Content located on such websites.

SECTION V: INDEMNIFICATION

You agree to indemnify, defend and hold harmless ValuEngine, its founders, affiliates, successors, assigns and their respective officers, managers, directors, owners, agents, information providers and licensors from and against any and all claims, liability, losses, costs and expenses (including reasonable attorneys’ fees) incurred by ValuEngine, its founders, affiliates, successors, assigns, service providers, licensors and their respective officers, managers, directors, owners or agents in connection with any use or alleged use of the Site under your account (if applicable) by any person, whether or not authorized by you, as any claims brought by any employee, agent, contractor, customer or client of yours relating to the Site or the Content. ValuEngine reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with ValuEngine’s defense of such claim.

SECTION VI: TERMINATION

ValuEngine reserves the right in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Site at any time for any reason without prior notice or liability. ValuEngine may change, suspend, or discontinue all or any aspect of the Site at any time, including the availability of any Content, feature, database or link without prior written notice or liability. All provisions of these terms and conditions, except for any license granted to you, survive any suspension or termination of access to all or any part of the Site.

SECTION VII: DISCLAIMER OF WARRANTIES

NEITHER VALUENGINE NOR ANY PROVIDER OF THIRD PARTY CONTENT WARRANTS THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES VALUENGINE OR ANY THIRD PARTY CONTENT PROVIDER MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE CONTENT. THE SITE AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. NONE OF VALUENGINE AND THIRD PARTY CONTENT PROVIDERS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE, WITH RESPECT TO THE SITE, ANY SOFTWARE OR OTHER CONTENT OR ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE SITE. NEITHER VALUENGINE NOR ANY THIRD PARTY CONTENT PROVIDER WARRANTS THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. NEITHER VALUENGINE NOR ANY THIRD PARTY CONTENT PROVIDER SHALL BE LIABLE FOR ANY INCIDENTAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, RELIANCE, ACCESS OF OR INABILITY TO USE OR ACCESS THE SITE (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF OPPORTUNITY, TRADING LOSSES AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, INTERRUPTIONS OR LOSS OF THE USE OF OR ACCESS TO THE CONTENT OR INFORMATION) FOR ANY REASON INCLUDING, BUT NOT LIMITED TO, NEGLIGENT ACTS OR OMISSIONS BY VALUENGINE OR ANY THIRD PARTY CONTENT PROVIDER. SOME JURISDICTIONS DO NOT PERMIT EXCLUSION OF IMPLIED WARRANTIES NOR LIMITATION OF LIABILITY FOR INCIDENTAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN SUCH JURISDICTIONS, THE LIABILITY OF VALUENGINE AND THIRD PARTY CONTENT PROVIDERS SHALL BE LIMITED TO THE GREATEST EXTENT PROVIDED BY LAW. NEITHER VALUENGINE NOR ANY THIRD PARTY CONTENT PROVIDER SHALL BE LIABLE FOR ANY INCIDENTAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS ARISING OUT OF OR DUE TO ANY ACT OF GOD, POWER FAILURE, EQUIPMENT OR SOFTWARE MALFUNCTIONS EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SECTION VIII: FORCE MAJEURE

Neither ValuEngine, any third party Content provider nor ANY OF their respective agents shall be liable for any incidental, exemplary, punitive, direct, indirect, special or consequential damages arising out of the use, reliance, access of or inability to use or access the service, (including without limitation, lost profits, loss of opportunity, trading losses and damages that may result from inaccuracy, incompleteness, inconvenience, delay, interruptions or loss of the use of or access to the Content or Information) due either to negligent acts or omissions by ValuEngine, any third party Content provider nor their respective agents, [BEFORE THIS GOES TO PRECEDING SECTION, AFTER THIS STAYS HERE] or due to any ACT or CIRCUMSTANCE BEYOND THEIR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO acts of God, power failures, equipment or software malfunctions, even if such party has been advised of the possibility of such damages.

SECTION IX: GOVERNING LAW

This Agreement is governed in accordance with the laws of the State of Delaware.