Terms of Use Agreement

Access to the Wrightson web site (the “Site”) defined below is provided by Wrightson. For purposes of this agreement, "Wrightson" shall mean Wrightson ICAP LLC, and its affiliates, and their officers, directors, managing directors, partners, and employees. The "Site" shall mean the website of Wrightson located at www.Wrightson.com, and select other domains.

These Terms of Use Agreement (the "Agreement") describes your rights and responsibilities and states the terms and conditions under which you may use this website. Please read this document carefully. The term “you” and “your” as used herein refers to all individuals and/or entities accessing the Site for any reason. By continuing to use the Site, you are indicating your acceptance to be bound by the terms and conditions of this Agreement between you and Wrightson. If you do not accept the terms and conditions stated here, Wrightson is not willing to allow you to use the Site and you should immediately stop using the Site. You must be at least 18 years of age to use the Site. If you are not at least 18 years old, you should immediately stop using the Site. It is your responsibility to review this Agreement periodically. Wrightson reserves the right to modify this Agreement from time to time without notice and in its sole discretion at any time by updating this web page, and your continued use of the Site after any modifications by Wrightson shall constitute your acceptance of such modifications.

Scope of Use: The information, data and other content provided to you via the Site (the “Information”) is provided by Wrightson and its third party information providers ("Information Providers") for general information purposes only and may not be redistributed by you. This Site is directed at users within the United States. Information provided on the Site may be delayed as determined by Wrightson in its sole discretion. Wrightson reserves the right to modify the Site from time to time without notice and in its sole discretion at any time. You agree to use the Site and the Information provided thereon only for your own personal use, and not to reproduce, retransmit, disseminate, sell, distribute, republish, broadcast, post, circulate or commercially exploit the Information available on the Site in any manner without the express written consent of Wrightson, nor to use the Information available on the Site for any unlawful purpose. You agree to access the Information available on the Site manually by request and not programmatically by macro or other automated means, and to view the Information only as displayed on your terminal screen and not attempt to upload, intercept, extract or otherwise collect and/or record the Information through any technological means.

Copyright and Intellectual Property Right Ownership: The Site, and all Information therein, contains material owned by either Wrightson or its Information Providers which is protected under copyright, trademark and other intellectual property laws. Wrightson and its Information Providers, as applicable, own the copyright to all Information and works of authorship on the Site. All trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of Wrightson or its Information Providers, as applicable, and you may not use such names or logos without Wrightson's prior written consent. You agree that, other than the right to access the Site and view the Information contained on the Site under the terms and conditions set forth herein, you acquire no ownership, title, right or interest of any kind in or to the Site or any portion of any Information on the Site, and that all title, right and interest therein and thereto remains with Wrightson (and its Information Providers, as may be applicable). You may not copy any of the Information provided on the Site and must not copy these documents to any website.

Disclaimer of Warranties: No Information on the Site is intended (i) as investment, tax, accounting or legal advice, (ii) as an offer, recommendation or solicitation of an offer to sell or buy any security or any other financial instrument or to participate in any trading strategy, or (iii) as an endorsement, recommendation or sponsorship of any security or other financial instrument. Everything on the Site is provided "as is" without any representations or warranties of any kind (whether express or implied). To the fullest extent permissible under applicable law, Wrightson and its respective members, officers, directors, employees, Information Providers, suppliers, and agents (collectively, the "Wrightson Parties") hereby disclaim all representations and warranties, express, implied or statutory, including, without limitation, all implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and all representations and warranties (1) relating to the adequacy, timeliness, accuracy or completeness of any Information on the Site, (2) that your use of the Site will be uninterrupted, error-free, or secure, (3) that defects will be corrected, or (4) that the Site or the servers on which the Site is hosted are free of viruses or other harmful components. You assume total responsibility and risk for your use of, or reliance on, the Site and any Information provided on the Site. Information contained on the Site is subject to change at any time without notice.

The fact that Wrightson has made the data and services provided on this Web site available to you constitutes neither a recommendation that you enter into a particular transaction nor a representation that any product described on this Web site is suitable or appropriate for you. You should not enter into any transactions unless you have fully understood all such risks and has independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any product should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make this service the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts, and you may want to consult your business advisor, legal, tax and accounting advisors concerning any contemplated transactions.

Disclaimer of Damages and Limitation of Liability: To the fullest extent permitted by applicable law, Wrightson shall not be responsible or liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other losses or damages (including, but not limited to, damages for loss of profits, loss of business, use, data or other intangible damages, even if such party has been advised of the possibility of such damages), under any contract, tort (including, without limitation, negligence and strict liability) or other legal theory, howsoever caused, arising out of or relating in any way to the Site and/or any Information contained on the Site, or any errors or omissions therein, or your use of, or inability to use, or reliance on, the Site. Your sole remedy for dissatisfaction with the Site and/or Information contained on the Site is to stop using the Site. In the event that the foregoing disclaimer of liability is held to be invalid or unenforceable, you agree that the maximum cumulative aggregate liability of Wrightson to you for all damages, losses, and causes of action (whether in contract, tort (including, without limitation, negligence and strict liability), or otherwise) at any time shall be the aggregate cumulative amount paid by you to Wrightson at such time, if any, to access the Site.

Indemnity: You agree to indemnify, defend and hold harmless Wrightson from and against any claim, action or demand, including, without limitation, reasonable legal fees, made by any third party due to or arising out of your breach of this Agreement.

Jurisdictional Issues: The Site is solely to be used by individuals residing in the United States. Wrightson makes no representation that (i) materials on the Site are appropriate or available for use in other locations or (ii) that any products, instruments or services discussed on the Site are appropriate or available for use or sale in any jurisdiction. If you choose to access the Site from any location then you do so on your own initiative and at your own risk, and you are responsible for compliance with all applicable local laws. Wrightson reserves the right to limit the availability of the Site to any person, geographic area, or jurisdiction it desires, at any time and in its sole discretion. Links to Other Websites: The Site may contain links to third-party internet websites or resources. These links are provided solely as a convenience to you and not an endorsement by Wrightson of the contents of such third-party websites. Wrightson neither controls nor endorses any such other websites, nor has it reviewed or approved any content that appears on such other websites. You acknowledge and agree that Wrightson shall not be held responsible for the legality, timeliness, accuracy, completeness or appropriate nature of any information, data or other content, advertising, products, or services located on or through any other third-party websites, nor for any loss or damages caused or alleged to have been caused by your use of, inability to use, or reliance on, any such content, information or data. If you decide to access a linked website, you do so at your own risk.

User Information: Wrightson may have access to your personally-identifiable data, or may create personally-identifiable data based on such data (collectively, “User Information”). You hereby grant Wrightson the right to, and consent to the collection, creation and use by Wrightson of, such User Information. Wrightson may use and retain such User Information to, among other things: (i) provide certain services; (ii) ensure compliance with these Terms and protect the rights of Wrightson and other parties, including the integrity and security of any content; and (iii) audit and analyze such User Information to maintain, improve or develop new services. User Information may be collected, stored, processed or accessed in the United States or any other country and you agree to the transfer of User Information outside of your country. User Information may be given to third-party contractors or other persons or entities that Wrightson engages in the course of outsourcing certain functions. User Information will be shared with such third-party contractors, persons or entities only to the extent reasonably necessary for them to perform services on Wrightson’s behalf and not for any other purpose, and pursuant to reasonable confidentiality obligations. Wrightson may disclose User Information if legally required to do so, if requested to do so by a governmental entity or regulatory authority or if Wrightson believes in good faith that such action is necessary to comply with legal requirements or process, prevent a crime or protect national security. Wrightson reserves the right to transfer any User Information to a third party that acquires or proposes to acquire a portion of Wrightson’s business or in the event that Wrightson sells or otherwise transfers some or all of its assets related to the Licensed IP.

Cookies: Wrightson may place a small text file called a "cookie" in the browser files of your computer. The cookie itself does not contain personal information, although it will enable the Site to relate your use of the Site to information that you have specifically and knowingly provided to the Site (such as username) and to track your use of the Site. Tracking information is used to create information on user demographics and Site traffic patterns on an aggregate basis and is not connected to the identities or other personal information of individual users.

Termination: This Agreement, as amended by Wrightson from time to time in accordance with its terms, shall remain effective indefinitely until terminated by Wrightson. Wrightson shall have the right to terminate this Agreement, and/or your access to and use of the Site, at any time in its sole discretion and without the requirement of written notification.

Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be fully performed in such State without reference to principles of conflict of laws. You agree that by your use of the Site you submit to the jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York for the enforcement of the terms of this Agreement and any disputes related to same and you agree to service of process by mail. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement shall not be assignable or transferable by you except with Wrightson’s prior written consent. No waiver by Wrightson of any breach, default or condition hereunder shall be deemed to be a waiver of any other preceding or subsequent breach, default or condition. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

Entire Agreement: This Agreement, along with any subscription agreement or other written agreement you may separately execute with Wrightson for subscription services (“Subscription Agreement”), constitutes the entire agreement between you and Wrightson relating to the subject matter herein and supersedes and any all prior or contemporaneous written or oral agreements. To the extent of any conflict or inconsistency between the Subscription Agreement and this Agreement, the terms of the Subscription Agreement shall prevail.

Revised: March 2013