TERMS AND CONDITIONS These are the Terms and Conditions ("Terms") which govern the use of the Proprietary Capital, LLC site at www.prop-cap.com ("the Site"). These terms contain important information about your position under applicable law and regulations when using the Site. Please read these Terms carefully. By accessing the Site, you agree to be bound by these Terms, as amended from time-to-time, regardless of whether you are registered with us. If you have any questions, please contact Mary Scholten at mscholten@prop-cap.com. Introduction (1) This Site is owned and operated by Proprietary Capital, LLC ("Proprietary Capital"). The Site may be supported by sponsoring organizations and advertisers ("the Sponsors") whose names appear on the Site and whose own sites may be accessed by Internet links from the Site. Some areas on the Site are only available to registered users who have gone through the registration process. Conditions of Use and Intellectual Property (2) All rights in the material on the Site ("the Content") belong to Proprietary Capital and are protected by copyright, trademarks, service marks and/or other proprietary rights and laws of the United States and other countries. All individual articles, columns, emails and other elements on the Site are also copyright works and you agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site or in these Terms. Proprietary Capital may license third parties to use the Content in its sole discretion. (3) You agree to use the Site and the Content solely for your own use and benefit and not for resale or other transfer or disposition to any other person or entity. You further agree not to use, transfer, distribute or dispose of any Content in any manner that might compete with the business of Proprietary Capital, LLC. (4) You acknowledge and agree the Site and the Content is provided for informational purposes only and does not constitute investment advice or an offer to sell, or a solicitation of an offer to buy, an interest in any security. (5) Proprietary Capital is a trade mark and may not be used without the express written permission of Proprietary Capital. If it is brought to our attention that you have indeed sold, published, distributed, retransmitted or otherwise provided access to any article(s) from the Content to anyone without the prior written permission from Proprietary Capital, we will invoice you for a license fee of $1500 per article, which will be payable immediately on receipt of the invoice. Any request for permission to re-use, republish or reprint any articles from the Site should be sent to mscholten@prop-cap.com. Registration (1) In order to access certain areas within the Site, you will need to follow a registration process. You will provide Proprietary Capital with certain necessary information, all of which must be both accurate, complete and up to date. It is your responsibility to update Proprietary Capital immediately with any changes to the information provided by e-mailing: mscholten@prop-cap.com. Upon your request for registration, Proprietary Capital will consider your request and, if approved in its sole discretion, will provide you with a User ID and password. (2) Your registration is personal to you and you are responsible for maintaining the confidentiality of your password and User ID. Any unauthorized use of the Site and/or of your password and User ID should be notified to Proprietary Capital immediately by e-mailing: mscholten@prop-cap.com. Any unauthorized use of the Site and/or of your password may subject you to the immediate revocation of your password and User ID and may subject you to a penalty. Linking Linking to the Site, linking internal or subsidiary pages of the Site located one or several levels down from the home page ("Deep Linking"), or the bringing up of or presenting Content within another web site ("Framing") is not permitted without the prior written consent of Proprietary Capital. Links to External Sites The Site may contain links to other web sites provided by other independent third parties ("External Sites"). Proprietary Capital shall endeavor to highlight such links although some External Sites may be co-branded with Proprietary Capital. Proprietary Capital shall not be responsible for the availability or content of External Sites and will not be a party to, or responsible in any way for, any arrangements regarding goods or services available from such External Sites. Third Party Content The Site may, from time to time, contain contributions from independent third parties as well as advertising and sponsorship. Each such third party, advertiser and/or sponsor shall be responsible for all aspects of the material they submit and Proprietary Capital shall accept no responsibility for any errors or inaccuracies in any such material. Changes Proprietary Capital shall have the right at any time, in its sole discretion, to make modifications, additions or deletions to the Site, the Content and these Terms. Any changes to these Terms will be notified to you by email or by publishing the revised Terms on the Site. By continuing to access the Site following a change to the Terms, you agree to be bound by any changes thereto. Privacy Policy and Data Protection Proprietary Capital will comply with all applicable privacy and data protection laws. Subject to its Privacy Policy (which is also disclosed on the Site) and applicable law, Proprietary Capital will generally not disclosed to information regarding you to any third party unless you have specifically agreed to it. Cookies Users should be aware that Proprietary Capital uses cookies to identify registered users who return to the Site. It enables us to deliver tailored content to each of our Users and lets you store your own selection of material for future use. Some company networks block cookies which means that not all Users can enjoy these personalized components of the Site. Security The personally identifiable information we collect about you is stored in limited access servers. We will maintain safeguards to protect the security of these servers and your personally identifiable information. Users should be aware and accept that, if Proprietary Capital is requested by authorized third parties or regulatory or governmental agencies investigating illegal activities to provide information concerning Users activities while using the Site, Proprietary Capital shall do so. Similarly, Proprietary Capital will disclose Users' personal data if Proprietary Capital is compelled to do so by law. Proprietary Capital reserves the right to notify or provide such information to the relevant authority if, in our sole opinion, Proprietary Capital believe an emergency, illegal activity or some other reasonable basis exists for us doing so. Representations, Warranties and Indemnities (1) You represent, warrant and undertake that: (a) you have the capacity to enter into this agreement; (b) you are at least eighteen (18) years of age; (c) you will not infringe the copyright or any other intellectual property rights of Proprietary Capital; (d) you will comply fully with the Terms; (e) you will not copy, reproduce, recompile, decompile, disassemble, reverse engineer, upload, download, transmit, create derivative works from or otherwise exploit the Site or any software which is proprietary to Proprietary Capital or any of its third party partners. (2) You hereby agree to indemnify and hold harmless Proprietary Capital and keep Proprietary Capital fully and effectively indemnified on demand against all costs, claims, damages, liability and expenses (including any professional fees) which Proprietary Capital might suffer by reason of a breach by you of the Terms and in particular any of the above representations. For the avoidance of doubt, this indemnity shall extend to any losses which Proprietary Capital may suffer as a result of the use by third parties of your password and User ID. Disclaimer and Limitation of Liability (1) The Content on the Site is provided by Proprietary Capital for your general information only, is provided on an "as is" basis and is not intended to address your particular requirements. In particular, the Content does not constitute any form of investment advice or recommendation and should not be relied on in making (or refraining from making) any specific personal, business or investment decision. You should seek independent advice before making any such decisions. You are responsible for conducting your own independent research before making a decision to invest in any sector or security, even if such sector or security is profiled on the Site. (2) Views and opinions expressed on the Site are exclusively those of the individual authors and are subject to change based on market and other conditions. (3) The authors of the Content and their families and Proprietary Capital its affiliates and their clients, officers, employees, members, partners and affiliates may have long or short positions (or options or warrants relating to such positions) in any of the securities or sectors discussed on this Site, and may purchase and sell these securities, options, or warrants from time to time in the open market or otherwise. (4) All arrangements made between you and any third party named on the Site are at your sole risk and responsibility. (5) Proprietary Capital makes no warranties or representations, whether express or implied, in relation to the Site, including but not limited to implied warranties or conditions of completeness, accuracy, satisfactory quality and fitness for a particular purpose. (6) Although information on this Site is carefully verified, Proprietary Capital obtains the Content from a number of sources and data is not guaranteed as to accuracy or completeness. Proprietary Capital gives no warranties in respect of the Site or the Content. The Site is provided on an "as is" basis and, to the extent permitted by law, any implied warranties of merchantability or fitness for purpose and any warranties relating to accuracy, completeness, standard of workmanship and level of care and attention are expressly excluded. (7) Neither the authors of the Content nor Proprietary Capital can be held responsible for any direct or incidental damaged (including financial losses and loss of profit) incurred by applying any of the Content on this Site. Past performance of securities or sectors profiled on this Site does not guarantee the future success of such securities or sectors. Termination These Terms may be terminated at any time by either party without cause. You may terminate these Terms by simply discontinuing your use of the Site. Proprietary Capital may terminate these Terms and your use of the Site at any time by electronic notice. These Terms shall terminate automatically without notice in Proprietary Capital' sole discretion, in the event you commit a breach of any provision of these Terms. Force Majeure Proprietary Capital shall have no liability for an event of Force Majeure, that is an event or set of circumstances that is or are outside the reasonable control of Proprietary Capital. Headings The paragraph headings in these Terms are used solely for the sake of convenience and shall not have any legal or contractual significance. Entire Agreement These Terms, as amended from time to time, and any other terms of business on the Site shall constitute the entire agreement between you and Proprietary Capital in relation to your use of and access to the Site. Severability If any provision of these Terms is held to be invalid or unenforceable, then the remaining provisions of the Terms and of the paragraph in question shall remain in full force and effect. Notices Any notice which Proprietary Capital or you are required to give pursuant to these Terms shall be made by e-mail or first class post, in the case of you, to the address provided on your registration form and, in the case of us, to the address posted on the Site. Waiver No delay or omission on the part of Proprietary Capital in exercising any right, power or remedy under these Terms shall impair or detract from such right, power or remedy or operate as a waiver thereof. Governing Law These Terms shall be governed by and construed in accordance with the laws of the State of Colorado. By accessing the Site, you agree to submit to the exclusive jurisdiction of the Courts of the State of Colorado.

Proprietary Capital LLC              Denver, Colorado              (303) 575-9084