TERMS AND CONDITIONS FOR USE OF WEBSITE AS OF OCTOBER 1, 2016 (“TERMS”)

Please read these Terms carefully. By accessing the website, www.topsail-insights.com (“Website”), you agree to be bound by these Terms. If you do not agree with these Terms, do not further access the Website.

Terms and Conditions

The information contained in the Website is for informational purposes only. Although we believe that such information is accurate and reliable, Topsail Insights LLC (“Company”, "we", "us", "our", or "its") neither warrants its completeness, timeliness, reliability, or accuracy, nor does the Company undertake any duty or obligation to update any content on the Website. The information and materials contained in the Website, and the terms and conditions of the access to and use of such information and materials, are subject to change without notice. The information on the Website is neither an offer to sell nor a solicitation of an offer to purchase any security, commodity, or other financial instrument or investment, financial, or advisory product or service, nor does it constitute any business, investment, financial, legal, regulatory, tax, or accounting advice.

The Website and its content, including without limitation all textual and graphic material, is the property of the Company, and may not be used, modified, copied, transmitted, displayed, disclosed, distributed, licensed, sold, loaned, transferred, exchanged, altered, framed, stored for subsequent use, integrated into other material, or otherwise used or disposed of, in any manner, in whole or in part, or for compensation or otherwise, without the Company’s prior express written approval; and any such approval granted by the Company may be revoked at any time, for any reason or no reason, and without notice. By accessing and using the Website and hereby agreeing to these Terms, you are granted a limited license to view the Website and to download information and print out hard copies of its content for your personal use, provided that you do not remove any copyright, trademark, service mark, or trade name identification and you attribute such content to the Company and the Website.

You may only use the Website for lawful purposes, and you may not disrupt, modify, or interfere with the Website, including without limitation its content, any associated software, hardware, or servers, or any use of the Website by the Company or any other person. You may only use the Website in compliance with all applicable U.S. local, state, and federal and non-U.S. laws, regulations, orders, policies, guidelines, and protocols. Any unauthorized use of the Website, including without limitation misuse of any information posted to the Website, is strictly prohibited. The Company reserves the right to restrict or limit immediately your access and right to use the Website at any time, for any reason or no reason, and without notice.

You may not link the Website or any content or internal page of the Website to any other website or Internet page without the Company’s prior express written approval; any such approval granted by the Company may be revoked at any time, for any reason or no reason, and without notice. Further, any link to any site that (i) violates any law, regulation, order, policy, guideline, or protocol, (ii) infringes the patent, copyright, trademark, service mark, trade name, trade secret, or other intellectual property rights of others or violates any privacy, publicity, or personal rights of others, or (iii) contains defamatory, obscene, threatening, abusive, bullying, or hateful information or expressions, is expressly prohibited.

Disclaimer of Warranties and Limitation of Liability

Your use of the Website is at your sole risk.  The Website (including without limitation all of its content) and the services provided through, and by virtue of, it are provided on an “as is” “as available” basis. Any material downloaded or otherwise obtained through the Website is done at your sole risk, and you will be solely responsible for any damage to your and any other person’s computer system or any component connected thereto and any loss of data that results from the download of such material (intentional or otherwise).

The content and materials on the Website many contain inaccuracies and typographical errors. We make no warranty that any materials or services provided through, or by virtue of, the Website will: (i) meet any of your requirements; (ii) be timely, secure, uninterrupted, or free from error or omission; (iii) provide results or information that will be useful, accurate, or reliable; or (iv) will be corrected or changed if there are any errors in the operation of the Website (including the operation of any software). You acknowledge that any reliance on any opinion, advice, statement, memorandum, or other material or information displayed or distributed through the Website will be at your sole risk.

The Company makes no warranties of any kind (express or implied) and, to the extent permitted by law, expressly disclaims any implied warranties of merchantability, non-infringement of third party rights, freedom from viruses or other harmful code, or fitness for any purpose. The Company will not be liable for any delay, difficulty in use, inaccuracy of information, computer virus, malicious code, cookies, or other defect in the Website or any incompatibility between the Website and its content and any browser, software, or hardware.

You waive any claims that you may have against the Company and any of its affiliates, members, officials, employees, representatives, or agents (“Company Parties”) for any and all claims, liabilities, losses, damages, fees, fines, expenses, costs, and other amounts (including without limitation attorneys’, accountants’ and other professional fees and costs) that you or any of your affiliates, owners, officials, employees, representatives, or agents or any third parties associated or linked with you or your business or website (“your parties”) may incur or suffer (directly or indirectly) as a result of your breach of these Terms or your use of, or inability to use, the Website or any portion thereof. However, the Company may make claims against you for your breach of these Terms or your use of the Website. The Company also will not be liable to your parties for any lost profits, lost opportunities, or indirect, consequential, incidental, special, punitive, or exemplary damages arising out of, or in connection with, your breach of these Terms, your use of, or inability to use, the Website or any portion thereof, any transmission of a virus, or any technical defect whatsoever, regardless of whether the Company has notice of such damages, virus, or defect or the possibility thereof.

Indemnification

You will: (i) indemnify, defend, and hold harmless, any Company Party from and against any and all claims, liabilities, losses, damages, fees, fines, costs, expenses, and other amounts  (including without limitation reasonable attorneys’, accountants’ and other professional fees and costs and other costs of investigation and defense) incurred or suffered (directly or indirectly) by such Company Party arising out of, or in connection with, your breach of these Terms or your use of, or inability to use, the Website or any portion thereof; and (ii) reimburse, on a calendar monthly basis, any Company Party for any and all attorneys’, accountants’ and other professional fees and costs and other costs of investigation and defense incurred or suffered (directly or indirectly) by such Company Party in connection with any matter subject to indemnification by you.

You will cooperate as fully as reasonably required in the defense of any claim, proceeding, dispute, or matter subject to indemnification by you. We reserve the right, at our own expense, to assume the exclusive defense and control of any such matter. You will not enter into any settlement agreement or other arrangement in connection with such matter that in any way affects the rights or obligations of any Company Party or requires any action, forbearance, or payment by any of them, without our prior express written approval.

Miscellaneous

These Terms and the content of the Website are made under, will be governed by, and will be interpreted and enforced in accordance with, the law of the State of North Carolina.  Any action or proceeding to enforce these Terms or any dispute or controversy relating to these Terms or the Website or its content will be exclusively submitted to, and resolved by, a North Carolina state or U.S. federal court situated in the jurisdiction of and for Chapel Hill, Orange County, North Carolina. You irrevocably submit to, and waive any right to object to, the jurisdiction and venue of such courts. You irrevocably waive any right to trial by jury in such courts.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect notwithstanding such invalid or unenforceable provision.

These Terms may change from time to time, and all updates or replacements will be posted on the Website and effective as of the date of posting. The current version of these Terms can be accessed via the link under the heading "Legal" in the Website. You are responsible for reading the current Terms from time to time if you are a recurring user of the Website.

Questions or Concerns

Please contact Holland West (hwest@topsail-insights.com) with questions or concerns relating to these Terms or their implications to you.