Terms of Use

Please read the following terms and conditions carefully before using this site ("Site"). By using this Site, you agree to follow and be bound by the following terms and conditions concerning your use of the Site ("Terms of Use") and our Privacy Statement. We may revise the Terms of Use at any time without notice to you. You may not access or use the Site should you not want to be bound by these Terms of Use. The Terms of Use may be modified at any time, and any such modification shall be effective immediately upon posting of the modification. By your access and use of the Site you agree to periodically review the Terms of Use and shall be conclusively bound by any such future modifications.

Areas of the Site may have different Terms of Use posted. If there is a conflict between these Terms of Use and terms of use posted for a specific area of the Site, the latter shall have precedence with respect to your use of that area of the Site.

PRIVACY

Please review our Privacy Statement, which also governs your visit to the Site.

COPYRIGHT

All content included on this site, including, but not limited to text, graphics, audio clips, logos, buttons, images, digital downloads, data compilations, software, html code, xml code, and icons, is property of VertMarkets, Inc. and is licensed to VertMarkets LLC for use (collectively, "VertMarkets") and protected by United States and international copyright laws. The compilation of all content on this Site is the exclusive property of VertMarkets and protected by U.S. and international copyright laws. All software used on this Site is the property of VertMarkets or its software suppliers and protected by United States and international copyright laws. Unless stated otherwise in the Terms of Use applicable to this Site, use of any material appearing on this Site is prohibited without the prior written consent of VertMarkets. All inquiries regarding usage requests should be directed to intellectualproperty@vertmarkets.com.

LICENSES AND CONTENT SUBMISSIONS

VertMarkets hereby grants you a limited, non-exclusive, non-transferable license to download, view, copy and print documents and graphics incorporated in these documents (the "Documents") from the Site subject to the following conditions: (1) the Documents may be used solely for personal, informational, and non-commercial purposes; and (2) the Documents may not be modified or altered in any way. Except to the extent permitted under copyright law, you may not otherwise use, download, upload, copy, print, display, perform, post, reproduce, publish, license, transmit or distribute any information from this Site in whole or in part without the prior written consent of VertMarkets or any third party that provides information to the Site.

Visitors to the Site may post or transmit reviews, comments, communications, suggestions, questions, ideas, or other information or content (collectively, "Communications") subject to the "Prohibited Acts" described further below.

If you do post or transmit Communications, and unless VertMarkets indicates otherwise, you grant VertMarkets and its affiliates a nonexclusive, royalty-free, worldwide, irrevocable, perpetual, and fully sublicensable right to use, reproduce, adapt, adopt, modify, translate, publish, distribute, and display such Communications throughout the world in any media. You also grant VertMarkets and its affiliates and sublicensees the right to use the name that you submit in connection with such Communications as well as in connection with any and all advertising, marketing and promotional material related thereto. You further represent and warrant that you own or otherwise control all of the rights to the Communications that you post; that the content of the Communications is accurate; that the content of the Communications is not scandalous or libelous; that use of the Communications you supply does not violate these Terms of Use and will not cause injury to any person or entity. You further agree to indemnify VertMarkets and its affiliates and sublicensees for all claims resulting from the Communications you supply. You further agree and acknowledge that you shall have no recourse against VertMarkets for any alleged or actual infringement of any proprietary right in your Communications to us.

VertMarkets has the right (but not the obligation) to monitor and edit or remove any activity or content on the Site. VertMarkets takes no responsibility and assumes no liability for any Communications posted by you or any third party.

COPYRIGHT COMPLAINTS

VertMarkets may, in appropriate circumstances and at its sole discretion, terminate use of the Site by any visitors who infringe on the intellectual property rights of others.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide VertMarkets's Copyright Agent the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

VertMarkets's Copyright Agent for Notice of claims of copyright infringement can be reached as follows:

By Mail:
Art Glenn
VertMarkets
101 Gilbraltar Road, Suite 100
Horsham, PA 19044
By Phone: (215) 675-1800
By Fax: (215) 675-4880

By email: intellectualproperty@vertmarkets.com

TRADEMARKS

"VertMarkets," the VertMarkets logo and other marks indicated on the Site are registered trademarks or trademarks of VertMarkets in the United States and worldwide. Other VertMarkets graphics, logos, page headers and service names are trademarks or trade dress of VertMarkets. VertMarkets's trademarks and trade dress may not be used in connection with any product or service that is not VertMarkets's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits VertMarkets. Unless otherwise noted on the Site, all other trademarks, service marks and logos used in this Site are the trademarks, service marks or logos of their respective owners.

TRADEMARKS

PASSWORDS AND SECURITY

You are solely responsible for maintaining the secrecy of your passwords and/or any account information in connection with the Site, and for restricting access to your computer. You are fully responsible for all activities that occur under your account or password, and you agree to notify VertMarkets immediately of any unauthorized use of your passwords or accounts.

PROHIBITED ACTS, MONITORING OF CONTENT AND TERMINATION

The Site may contain e-mail services, bulletin board services, chat areas, news groups, forums, alerts, communities, calendars, file cabinets and/or other message or communication facilities designed to enable you to communicate with others (collectively, "Communication Services"). You agree to use the Site and Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the Site or particular Communication Service. By way of example, and not as a limitation, you agree that when using the Site or Communication Services you will not:

upload, post, email, transmit or otherwise make available any content that is unlawful, abusive, vulgar, harmful, threatening, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, or otherwise objectionable;
harm minors in any way;
impersonate any person or entity, including but not limited to a VertMarkets official or VertMarkets managing editor, or otherwise misrepresent your affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site or Communication Services;
upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, image or program, copyright or other proprietary rights of any party;
upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, charity requests, petitions for signatures, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with or disrupt the Site or Communication Services or servers or networks connected to the Site or Communication Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Communication Services;
intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
interfere in any way with other users of the Site or Communication Services;
post or transmit any message which discloses private or personal matters concerning any person; and
post, list or transmit articles which are off topic according to the description of the group affected (collectively, the "Prohibited Acts").

You understand that all Communications and all information, data, text, images, software, icons, music, sound, photographs, graphics, video, messages or other materials (collectively, "Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content or Communications originated. This means that you, and not VertMarkets, are entirely responsible for all Content or Communications that you upload, forward, post, email, transmit or otherwise make available via the Site or Communication Services.

VertMarkets does not control the Content or Communications posted via the Site or Communication Services and, as such, does not guarantee the accuracy, integrity or quality of such Content or Communications. You understand that by using the Site or Communication Services, you may be exposed to Content or Communications that are offensive, indecent or objectionable. VertMarkets will not be liable in any way for any Content or Communications, including, but not limited to, any errors or omissions in any Content or Communications, or for any loss or damage of any kind incurred as a result of the use of any Content or Communications posted, emailed, transmitted or otherwise made available via the Site or Communication Services.

Use of, access to, or participation in any of the Communication Services are also subject to these Terms of Use. Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by VertMarkets. VertMarkets cannot and does not screen all Content or Communications provided by users of the Site or Communication Services. Nevertheless, VertMarkets reserves the right to monitor Content and Communications on the Site and on the Communication Services, and reserves the right to edit or remove Content or Communications which VertMarkets in its sole discretion determines to be harmful, offensive, or otherwise in violation of these Terms of Use or any other VertMarkets policies not expressly set forth here.

VertMarkets further reserves the right to terminate your access to the Site, the Communication Services and any accounts you may have in connection with the Site or Communication Services at any time and, without notice, for any reason whatsoever. You agree that VertMarkets shall not be liable to you or any third party for any termination of your access to the Site, the Communication Services or any accounts you may have in connection with the Site or Communication Services.

VertMarkets reserves the right at all times to disclose any information as VertMarkets deems necessary to enforce the foregoing Terms of Use or any other VertMarkets policies, to satisfy any applicable law, regulation, legal process or governmental request, and to respond to claims that the Site or Communication Services violate the rights of third parties.

You understand that the technical processing and transmission of the Content may involve

transmission over various networks; and
changes to conform and adapt to technical requirements of connecting networks or devices.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SITE OR COMMUNICATION SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VertMarkets EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

VertMarkets MAKES NO WARRANTY THAT

THE SITE OR THE COMMUNICATION SERVICES WILL MEET YOUR REQUIREMENTS;
THE SITE OR THE COMMUNICATION SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF VIRUSES, ERRORS OR OTHER HARMFUL COMPONENTS,
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR COMMUNICATION SERVICES WILL BE ACCURATE OR RELIABLE,
THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR COMMUNICATION SERVICES WILL MEET YOUR EXPECTATIONS, AND
ANY ERRORS ON THE SITE OR COMMUNICATION SERVICES WILL BE CORRECTED.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE COMMUNICATION SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, WHETHER OBTAINED BY YOU FROM VertMarkets, FROM A VertMarkets EMPLOYEE OR AGENT, OR THROUGH OR FROM THE SITE OR COMMUNICATION SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF USE.

VertMarkets WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VertMarkets HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

THE USE OR THE INABILITY TO USE THE SITE OR COMMUNICATION SERVICES,
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE OR COMMUNICATION SERVICES,
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA,
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR COMMUNICATION SERVICES, OR
ANY OTHER MATTER RELATING TO THE SITE OR COMMUNICATION SERVICES.

LINKS, THIRD PARTY WEB SITES, CONTENT, PRODUCTS AND SERVICES

The Site and Communication Services provide links to Web sites and access to content, services, and products from third parties, including users, clients, affiliates and sponsors of the Site. You agree that VertMarkets is not responsible for the availability of, and content provided on, third party Web sites. You should refer to the policies posted by other Web sites regarding privacy and other topics before you use them. You agree that VertMarkets is not responsible for third party content accessible through the Site or Communication Services, including opinions, advice, statements and advertisements, and you understand that you bear all risks associated with the use of such content. If you choose to purchase any products or services from a third party, or if you purchase any products or services where VertMarkets acts as the reseller of a third party's products or services, your relationship is directly with the third party. You agree that VertMarkets is not responsible for: (1) the quality of third party products or services, and (2) fulfilling any of the terms of your agreement with the seller, including delivery of products or services and warranty obligations related to purchased products or services. You agree that VertMarkets is not responsible for any loss or damage of any sort you may incur from dealing with any third party.

INFORMATION CONCERNING FINANCIAL MATTERS

If you intend to create or join any service, receive or request any news, messages, alerts, updates or other information from the Site or Communication Services concerning companies, stock quotes, investments or securities, you should take particular care to review the foregoing sections on Disclaimer of Warranties and Limitation of Liability. Such services are for informational purposes only, and no such information or Content is intended for trading or investing purposes. VertMarkets will not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available through the Site or Communication Services, and shall not be responsible or liable for any trading or investment decisions made based on such information.

INTERNATIONAL USE

Because of the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content, including all laws, rules, codes and regulations of the country in which you reside. In addition, you agree to comply with all laws regarding the transmission of technical data exported from the United States or the country in which you reside.

APPLICABLE LAW
By visiting the Site or using one of the Communication Services, you agree that the laws of the Commonwealth of Pennsylvania, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and VertMarkets or its affiliates.

DISPUTES

Any dispute relating in any way to your visit to the Site, to products or services you purchase through the Site, or that relate in any way to use of one of the Communication Services, shall be submitted to confidential arbitration in Philadelphia, Pennsylvania, except that, to the extent you have in any manner violated or threatened to violate VertMarkets's intellectual property rights, VertMarkets may seek injunctive relief or other appropriate relief in any state or federal court in the Commonwealth of Pennsylvania, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration pursuant to these Terms of Use shall be joined to an arbitration involving any other party subject to the Terms of Use, whether through class arbitration proceedings or otherwise.

INDEMNITY

You agree to defend, indemnify and hold harmless VertMarkets, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorney's fees and costs, arising out of or in any way connected with your access to or use of the Site or Communication Services.

NOTE ABOUT CHILDREN

Minors are not eligible to use the Site or Communication Services, and we ask that they do not submit any personal information to us.

CHANGE, DISCONTINUANCE OF THE SITE AND SEVERABILITY

VertMarkets reserves the right to make changes to the Site and Communication Services (including permanent or temporary discontinuance of the Site or Communication Services), its policies, and these Terms of Use at any time. You agree that VertMarkets shall not be liable to you or any third party for any such change, amendment, modification, suspension or discontinuance. Any and all portions of the Terms of Use shall automatically apply to all improvements, modifications, changes and/or amendments as they appear on the Site or Communication Services. If any of these Terms of Use shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. The failure of VertMarkets to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.