Terms and Conditions of Usage

Hedge Solutions, Inc. (hereinafter "HSI") hereby offers you access to and use of the web-based interfaces located at www.hedge-solutions.com (hereinafter referenced as the "HSI Website" or "Website"). You understand that you are accepting these Terms and Conditions by your usage of our Website.

HSI may amend these Terms and Conditions at any time by posting the amended terms on the HSI Website. Except as stated below, any and all such amended terms shall automatically be effective thirty (30) days after they are initially posted. Your continued use of the Website will be deemed to constitute your continued acceptance of the new terms.

1. Limitations on Your Use of the HSI Website. You understand that you shall use the HSI Website solely for your own internal use and in conformity with the Terms and Conditions. In this regard you agree that you shall not: (i) sell, lease, transfer, redisseminate, make available, or otherwise provide access to, the HSI Website or the information contained in, or produced by, the Website to any third party; (ii) in any medium any portion of the Website or any information contained in or produced by it; or (iii) alter, decompile, or engage in the reverse assembly of any of its Website's software components.

2. User's Responsibilities. As a user of the Website you agree to be responsible for maintaining all equipment used by you at your site, and ensuring its security in accordance herewith. You will receive a unique secure password ("Password") in order to enable you to access information, send communications, or enter instructions. You shall be solely responsible for preserving the confidentiality of the Password, and you shall change Passwords on a regular basis. You represent and warrant that only you will access the HSI Website using the Password and that you shall be solely responsible for the actions of any persons, authorized or unauthorized, who gain access through you to the Website using the Password. You shall be responsible for following any procedures and restrictions, which may be provided for, and modified, by HSI from time to time for the use of the Website.

3. License, Title and Proprietary Rights. You further acknowledge and agree that HSI has exclusive ownership of, and title to, all copyrights, trademarks, service marks, patent rights, trade secrets and/or intellectual property rights in and relating to the HSI Website (and the HSI name) and to any information or content therein without limitation. Any goodwill generated through your access to the Website shall inure solely to the benefit of HSI . HSI hereby grants you a non-exclusive, non-transferable license to use the HSI Website and any associated software provided in connection herewith, for the agreed-upon purposes. Except as specifically provided herein, no rights in the Website or any information contained in or produced by the Website of any nature whatsoever are granted to you. You shall promptly notify HSI of any threatened infringement or misappropriation, of HSI's intellectual property rights.

4. Acknowledgments and Consents. You hereby acknowledge and consent to the following:

4.1 HSI is not undertaking to manage money or provide advice with respect to the value of securities, or as to the advisability or tax implications of investing in, purchasing or selling securities or to act as a fiduciary with respect to you or any of your accounts.

4.2 In various jurisdictions there are legal restrictions (collectively referred to herein as the "Restrictions") that apply with respect to the instructions or other transactions that may be entered into by you, including any applicable rules and regulations of any competent regulatory authority and any relevant securities exchange or self-regulatory organization or clearing house, and with respect to any procedures provided by HSI to you from time to time. These Terms and Conditions are expressly subject to all such Restrictions, and shall be deemed modified or superseded to the extent necessary to conform therewith in the event of any inconsistency. To the extent that the Rules apply to you, you agree to comply with all such Rules and to comply with any requests for information, documents and agreements made by HSI . You understand that HSI may report such information to such regulatory authorities as it determines to be required by law.

4.4. HSI reserves the right at any time, in its sole discretion, to: (i) temporarily or permanently suspend or restrict your access to the HSI Website, and to (ii) refuse to execute any particular instruction. HSI shall have sole and complete control over, and reserves the right to modify the configuration, appearance, and content of the Website.

4.5 Your use of the HSI Website may be monitored by HSI and the resulting information may be used by HSI for internal purposes.

4.6 You acknowledge that price and quantity data or other data or information transmitted electronically is sent for information purposes only. The terms and conditions of binding transactions appear only on standard confirmations and statements of HSI.

4.7 HSI shall not be responsible for your inability to use the Website for any reason, including without limitation any error or failure, malfunction, delay or interruption of the Website, or of any hardware or software provided in connection herewith or of any telecommunications service.

4.8 HSI shall not be deemed to have recommended any transaction reported through the Website, nor shall HSI bear any responsibility for knowledge of, or compliance with, any Restriction applicable to you that limits your authority to use the Website or its functionality.

4.9 You shall be responsible for the administration of your use of the Website, including, but not limited to, the inputting or other operations of the Website, all record keeping and data file backups and maintenance.

5. Representation and Warranty. You represent and warrant that these Terms and Conditions represent your legal, valid and binding obligations, enforceable against you in accordance with its terms.

6. Limited Remedies; Exclusion of HSI Warranties The HSI Website is provided on an "as is" basis at your sole risk, and HSI makes no representation or warranty to you or any other person or entity regarding the website and the information contained in and produced by the Website, express or implied, including without limitation, any warranty of merchant ability or fitness for a particular purpose or of non-infringement, or any warranty regarding the use or the result of the website, with respect to correctness, timeliness, performance, reliability, continued availability or otherwise, nor any warranty that the Website or any other related information or materials provided will conform to any description thereof provided by HSI, be free of errors or defects or perform any desired operations or functions. HSI will not have any responsibility to maintain the HSI Website or supply any corrections, updates or releases in connection herewith. HSI and the third parties from which HSI receives all warranties with respect to the sequence, accuracy, timeliness, or completeness of the information contained on and through the website, including without limitation any and all news, and trade reporting and market information. You agree to confirm such information through independent sources prior to any reliance thereupon.

7.1 Limitation of Liability

7.1 In no event shall HSI have any liability to you or any other person or entity for damages of any kind arising out of your use of, or inability of use, the HSI Website, whether direct, indirect, punitive, incidental, special consequential or other damages, including without limitation lost profits, and regardless of the form of action (including negligence or strict liability), and whether or not HSI has been advised of, or otherwise might have anticipated, the possibility of such damages.

7.2 You will not hold HSI responsible for: (i) any error by you in inputting an instruction, (ii) rejection of any instruction by the Website or HIS; (iii) the acts or omissions of a vendor or other third parties; or (iv) any error resulting from any other cause outside the direct control of HSI.

8. Proprietary Rights Indemnification. HSI shall defend you against any claim that the HSI Website, when used as permitted hereby, infringes or violates any patent, copyright, trade secret or other proprietary right of any third party; provided that you promptly notify HSI of any such claim, allow HSI to have sole control of the defense and settlement thereof and fully cooperate with HSI in such defense. No other indemnity of any kind is provided with respect to any matter; provided further that, and without limiting the disclaimer of warranties hereunder in the event that any third party asserts a claim that the HSI Website, or any portion thereof, being accessed or used by you pursuant to these Terms and Conditions infringes or violates such third party's intellectual property rights, HSI may, at its sole election, either: (i) defend against such claim and hold you harmless; (ii) modify the Website to avoid such an infringement claim; (iii) obtain a license from such third party to permit you to continue to use the Website; or (iv) terminate these Terms and Conditions.

9. Indemnification. You, at your expense, agree to indemnify and hold HSI harmless, and defend any action brought against HSI, with respect to any claim, demand, cause of action, debt, cost, loss, damage, expense (including reasonable attorneys' fees) or liability, arising, directly or indirectly, from (i) your use of, or inability to use, the Website or any information contained in or produced therein; (ii) any breach by you of any representation, warranty, covenant, procedure or other provision of these Terms and Conditions; or (iii) your failure to maintain the security of a Password.

10. Confidentiality.

10.1 Publicity. Neither party shall, without the permission of the other party, disclose these Terms and Conditions or refer to the other party or its affiliates or any officer, director or employee thereof in any manner in connection with the promotion of any product or service.

10.2 Non-Disclosure Obligation. Each party shall maintain (and shall cause its employees and authorized persons, agents and contractors to maintain) and transfer or disclose to any third party, the confidentiality of any information supplied to, obtained by or observed by such party, its employees, authorized persons, agents or contractors regarding, or in the possession of, the other party or its affiliates (collectively, "Confidential Information"). These obligations shall not apply to information or material of a party which: (i) is, or becomes known to the public other than through the wrongful act of, or breach of these Terms and Conditions by, the other party; (ii) is rightfully received by the other party from a third party entitled to disclose it and which is not otherwise subject to these Terms and Conditions; (iii) is independently developed by the other party without reference to such party's Confidential Information; (iv) such party consents in writing; or (v) is required to be disclosed by a valid order of a court or governmental or regulatory authority.

11. Termination. HSI may terminate these Terms and Conditions and the license and other rights granted herein immediately upon written notice to you.

12. Miscellaneous Provisions.

12.1 Titles; Entire Agreement. All titles and paragraph headings are included solely for reference.

12.2 Severability. If any provision of these Terms and Conditions (or any portion thereof) shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining Terms and Conditions shall not in any way be affected or impaired thereby.

12.3 Mandatory Arbitration of Any Disputes. Any dispute hereunder that cannot be informally resolved shall be submitted to mandatory and binding arbitration in Los Angeles County, California before a qualified arbitrator appointed by the Alternative Resolution Center ("ARC") in accordance with their then-current procedures. BOTH PARTIES AGREE AS FOLLOWS:

• WE ARE GIVING UP THE RIGHT TO SUE EACH OTHER, INCLUDING THE JURY TRIAL RIGHT, EXCEPT UNDER THE ARBITRATION RULES OF THE FORUM IN WHICH A CLAIM IS FILED.

• ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; THE ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.

• THE ABILITY OF PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION PROCEEDINGS.

• THE ARBITRATORS GENERALLY DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD.

• THE RULES OF SOME FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING AN ARBITRATION CLAIM.

• THE RULES OF THE FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED HEREIN.

NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION AND WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS AS TO ANY CLAIMS ENCOMPASSED BY THE CLASS ACTION UNTIL: (i) THE CLASS CERTIFICATION IS DENIED; (ii) THE CLASS IS DECERTIFIED; OR (iii) THE PERSON IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN ARBITRATION AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS EXCEPT TO THE EXTENT STATED HEREIN.

12.4 Binding Obligations and Limited Assignment Rights. These Terms and Conditions are and will be binding on you, your successors, permitted assigns and legal representatives. You may not assign any of your rights or obligations without the prior written consent of HSI, which HSI may withhold in its sole discretion, and any purported assignment by you made without such consent will be considered null and void.

12.5 Injunctive Relief. Any breach by you of any of the provisions of Sections 1, 3, 4.3 and 10 hereof shall cause HSI irreparable injury and damage and any such breach may be enjoined through injunctive proceedings in addition to any other rights and remedies which HIS may have under law or equity.

12.6 Survival of Various Provisions. The provisions of Sections 3-10 and 12 shall survive any expiration, termination or rescission of these Terms and Conditions.