By accessing or using this Ivy Asset Management Corp. ("Ivy") web site, www.ivyasset.com (the "Site"), you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and Ivy, and governs your access and use of the Site, which includes any information, data, tools, products, services and other content (together, "Content") available on or through the Site.

PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS USER AGREEMENT IN ITS THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS USER AGREEMENT, DO NOT USE THE SITE.

1. Ivy grants you a limited right and license to use the Site solely for the purposes of reviewing the information posted herein relating to your investment(s).

• Your right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site.
• At any time and for any reason we may revoke your right to use all or any portion of the Site.
• You may not violate or attempt to violate the security of the Site.

2. The Site and its Content are owned by Ivy, its affiliates, and/or third parties.

• The Site is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Ivy, its affiliates and/or third parties.
• Ivy Asset Management, ivyasset.com and other names and indicia of Ivy and its products and/or services are exclusive trademarks and service marks or registered trademarks of Ivy Asset Management Corp. Other product and company names appearing on the Site may be trademarks of their respective owners.
• You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site.
• You may not publish, broadcast, retransmit, reproduce, repackage, frame, use, copy, exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement.
• You may print copies of any accessible portion or portions of the Site only for your own personal use. You may discuss information that you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions.
• You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.

3. You make certain representations and warranties regarding your use of the Site.

• You represent and warrant that:
  • you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement;
  • you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and
  • you will not delete any Content on the Site.

4. All Content is for informational purposes only.

• Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy.
• We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable.
• Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax or legal advice.
• If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs. You also may contact Ivy if you have investment related questions by calling +1 516-228-6500 Monday through Friday between 9:00 a.m and 5:00 p.m. eastern standard time.
• THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE.

5. There are various risks you assume in relying on the Content.

• We make reasonable efforts to provide accurate Content on the Site, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate.
• We may change all or any portion of the Site at any time without notice to you.
• We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.
• You agree that we are not liable for any action you take or decision you make in reliance on any Content.

6. If Ivy provides you with a password, you must keep your password confidential.

• Ivy may provide you with a password to access certain areas of the Site.
• You are solely responsible for maintaining the confidentiality and security of your password. You may not disclose your password to any third party.
• You accept full responsibility for any use of your password.
• You must notify Ivy immediately of any actual or suspected loss, theft or unauthorized use of your password.
• We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We will not be responsible for any loss to you that arise from such use or action or from your failure to comply with these provisions.

7. Ivy is not liable for any technological problems and any impact that they may have.

• All or any portion of the Site may not be available and may not function properly at any time.
• We make reasonable efforts to avoid technological problems, but at any time the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines.
• We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications.
• We make reasonable efforts to ensure that the Site is secure but we do not guarantee the security of the Site.
• We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.
• We are not liable for any defects, delays or errors in or resulting from your use of the Site.

8. Ivy is not responsible for information on any third party web site.

• If you access any third party web site through the Site or otherwise, you do so at your own risk.
• Hyperlinks to or from the Site do not constitute third party endorsement, sponsorship or affiliation of, with or by us.

9. Ivy has the right but not the obligation to monitor and record activity on the Site and respond as it deems appropriate.

• We may monitor and record activity on the Site for any reason or for no reason.
• We may investigate any complaint or reported violation of our policies.
• We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate.
• We may issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action that we deem appropriate.

10. Ivy respects your privacy.

• Personal nonpublic information that we gather from you will be governed by our Privacy Policy.

11. IVY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND THE CONTENT THAT THE LAW ALLOWS IT TO DISCLAIM.

• THE SITE, INCLUDING ALL CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE."
• WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE AND THE CONTENT INCLUDING WARRANTIES OF
  • MERCHANTABILITY,
  • FITNESS FOR A PARTICULAR PURPOSE AND
  • NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
• WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR THE CONTENT.

12. IVY'S LIABILITY WITH RESPECT TO THE SITE AND THE CONTENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

• IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, THE CONTENT, THE INABILITY TO USE THE SITE, OR TRANSACTIONS ENTERED INTO THROUGH THE SITE.
• OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE.
• UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF IVY, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE AND THE CONTENT IS $100.
• THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

13. You will be responsible for any liability to Ivy that arises out of your breach of this User Agreement or your use of the Site.

• You agree to indemnify, defend and hold harmless Ivy and its affiliates, agents and employees from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to:
  • your use of the Site,
  • your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement,
  • your violation of any applicable law, statute, ordinance, regulation or of any third party's rights, or claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement.

14. You and Ivy agree to settle our disputes without a jury under the substantive provisions of New York State law.

• This User Agreement and all terms and conditions included or incorporated by reference will be governed by and interpreted in accordance with the laws of the State of New York that apply to agreements made and wholly performed therein, without giving effect to conflicts of law principles.
• You hereby consent to the exclusive jurisdiction of the Southern District of New York or any New York State Court located in the Borough of Manhattan, New York, in all disputes arising from or relating to this User Agreement or your access to or use of the Site.
• You hereby waive any objection to venue or inconvenient forum laid therein.
• You hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any and all rights to trial by jury in all disputes arising from or relating to this User Agreement or your access to or use of the Site.

15. You will be bound by revised versions of this User Agreement that Ivy posts on the Site.

• Modifications will be effective immediately upon posting unless we indicate otherwise.
• Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.

16. You are bound by certain other general conditions.

• We may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void.
• If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of the User Agreement shall remain in full force and effect.
• This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Ivy concerning the subject matter hereof.