Covestor

Covestor, Ltd. (“Covestor Investment Management” or “CVIM”) provides the web site (the “Site”) for informational purposes only. Your access to the Site is subject to the terms, conditions and disclaimers appearing on the Site ("Terms and Conditions"), and all applicable laws. By accessing, browsing and/or using the Site, you accept, without limitation or qualification, the Terms and Conditions.

Each time you use the Site, the current version of the Terms and Conditions will apply. Accordingly, when you use the Site, you should check the date of the Terms and Conditions (which appears at the bottom) and review any changes since the last version. Please review carefully all of the Site's Terms and Conditions before agreeing to them and accessing the Site by clicking on each of the hyperlinks appearing below and reviewing all of the linked Terms and Conditions:

• Registration
• Restrictions
• Site for Information Only
• Limitations of Information Provided
• No CVIM Warranties
• Limitation of CVIM Liability
• Participant Conduct
• Your Indemnification of CVIM
• Submissions
• Protection and Verification of Personal Financial Information
• Choice of Law; Jurisdiction, Unenforceability
• Information for Foreign Investors
• Termination
• Trademarks; proprietary rights
• General
• Date

Registration

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your LoginID e-mail address, allows you to access certain portions of the Site. That Login ID and password, together with any mobile number or other contact information you provide form your “Registration Information.”

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided by e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser.

If you become aware of any unauthorized use of your Registration Information, you agree to notify CVIM immediately at Client Services.

Restrictions

When using the Site, you must comply with all applicable laws, including without limitation, the rules and regulations of the U.S. Securities and Exchange Commission, any applicable foreign or domestic regulatory body, national or other securities exchanges, including rules against making false or misleading statements to manipulate the price of a security. You will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any of the information or compile or collect any information as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Site or store, copy, modify, distribute, or resell any information; (c) rent, lease, or sub-license your access to the Site to another person; (d) use the Site or information for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Site; (f) use the Site in a manner that threatens its integrity, performance, or availability; or (g) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or information.

Site for Information Only

You may view the information posted on the Site for informational purposes only. No part of this information may be redistributed, copied, re-purposed or reproduced in any form without our prior written consent. The information contained in the Site is subject to change without notice.

The information posted on the Site: (i) is not, and should not be deemed, an offer to sell, or a solicitation of an offer to buy, any securities or any other investments in any jurisdiction; (ii) should not be used by others in connection with any sale, offer for sale or solicitation of an offer to buy securities or any other investments, and (iii) is not a recommendation or opinion for you to participate in any transaction.

Certain investments give rise to substantial risk and are not suitable for all investors any decisions you make to invest in any security or other instrument discussed on this Site will be based solely on your own evaluation of your financial circumstances, investment objectives, risk tolerance, liquidity needs and any other factors that you deem relevant. At its sole discretion CVIM may discontinue or change any product or service described on this Site at any time. Nothing on this Site is intended to be, and you should not consider anything on this Site to be, investment, accounting tax or legal advice. You should consult an attorney or tax professional regarding your specific legal or tax situation.

CVIM only provides investment advice for those users (“Clients”) who have separately agreed a specific investment management agreement with CVIM (“Client Agreement”) that governs the specific terms and conditions of such investment advice.

Limitations of Information Provided

The information available on the Site may not be timely, accurate or complete and should not be relied upon for making any decisions. Prices used to value individual positions, which are also used to calculate overall account valuation, are updated daily and not intra-day. Certain securities transactions, such as corporate actions, are updated when received and may be updated less frequently than daily. Account information available on this Site is not the official record of your account.

Any performance information presented on this Site is historical and is not indicative of future results. Performance results for any particular investment or User will vary, potentially materially so, based on timing of investments and other factors.

Not all of the products or services described on the Site are available to all Users nor in all areas of the United States and/or you may not be eligible for them. We reserve the right to determine eligibility.

Your use of the hyperlinks on Site to other Internet sites is at your own risk. We are not responsible for third party sites hyperlinked from the Site, nor do we make any endorsements or warranties, express or implied, with respect to the content of third party websites or the products or services offered on any third party websites, including but not limited to accuracy, completeness, reliability, suitability, non-infringement, merchantability or fitness for a particular purpose. We do not warrant or represent that any third party site or the content thereon, is devoid of viruses or other contamination. We do not guarantee the authenticity of documents available on the Internet. We reserve the right to terminate any link at any time.

No CVIM Warranties

THE SITE AND THE INFORMATION CONTAINED ON THE SITE OR ACCESSED THROUGH THE SITE ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CVIM AND PARTICIPANTS ASSUME NO OBLIGATION, AND DISCLAIMS ANY DUTY, TO UPDATE THE INFORMATION.

CVIM MAKES NO WARRANTIES REGARDING THE TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY OR ADEQUACY OF THE INFORMATION, SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS CONTAINED ON THE SITE. CVIM DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR FREE, THAT THE SITE WILL CALCULATE MATHEMATICAL AND/OR FINANCIAL CALCULATIONS CORRECTLY, THAT THE SITE WILL OPERATE FREE OF “BLACK OUT” PERIODS, OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ITEMS. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU.

Limitation of CVIM Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CVIM, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY DAMAGES INCURRED BY YOU AS A RESULT OF YOUR USE OF THE SITE OR THE INFORMATION. WITHOUT LIMITATION, THEY SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COSTS ASSOCIATED WITH RECREATING LOST DATA, THE COST OF ANY SUBSTITUTE PROGRAM OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SITE OR THE INFORMATION, WHETHER RESULTING FROM IMPAIRED OR LOST DATA, OR ANY OTHER CAUSE, EVEN IF CVIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Site may provide information from or regarding certain brokerage companies for your convenience only. CVIM is not a registered broker-dealer and does not endorse or recommend the services of any brokerage company. The brokerage company you select (and not CVIM) is solely responsible for its services to you, the user. CVIM SHALL NOT BE LIABLE FOR ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES OF ANY BROKERAGE COMPANY.

THE INFORMATION AVAILABLE OR OBTAINED THROUGH THE SITE MAY BE SUBJECT TO ADDITIONAL DISCLAIMERS AND LIMITATIONS CONTAINED THEREIN.

Participant Conduct

You understand that all information, whether publicly posted or privately transmitted, is the sole responsibility of the participant from whom such information originated. This means that you, and not us, are entirely responsible for all information that you upload, post, email, transmit or otherwise make available to us, the Site or other participants.

You agree to not use the Site to:

1. upload, post, email, transmit or otherwise make available any information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

2. impersonate any person or entity, including, but not limited to, a Site official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted by you;

4. upload, post, email, transmit or otherwise make available any information that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

5. upload, post, email, transmit or otherwise make available any information that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

6. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or

7. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.

You acknowledge the following: (i) we do not pre-screen or review participant-submitted information, but that we and our designees shall have the right (but not the obligation) in our and their sole discretion to pre-screen, refuse, move or remove any such information, (ii) we may monitor and record activity on the Site for any reason or for no reason, (iii) we may investigate any complaint or reported violation of our policies, and (iv) 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.

Your Indemnification of CVIM

You agree to indemnify, defend and hold us harmless from and against any and all claims, actions, liabilities, losses, costs, damages or suits (including, but not limited to, attorneys' fees) caused by or arising from your improper use of the Site, information provided to us by you, your violation of any Terms and Conditions, or your or any user of your account’s infringement of any intellectual property or other rights of any person or entity.

Submissions

You may choose to submit content to us. By doing so, you are licensing to CVIM and its affiliates any information, data, materials or other content (collectively, “Content”) you provide through or to the Site. By submitting Content, you agree that you are the owner of such Content, have the right to submit such Content, and that, without any particular time limit, and without the payment of any fees CVIM may use, modify, display, distribute and create new material using such Content.

With the exception of personal financial information covered in our Privacy Policy, all Content submitted to us via the Site or Service shall be deemed and remain our property and we shall be free to use, for any purpose, any and all ideas, concepts, know-how, techniques or other information provided by you to the Site.

We shall have no duty of confidentiality regarding personal or other information submitted by you for posting on the Site. We shall act as provided in an applicable privacy policy, or as otherwise required by law, with respect to the disclosure of personal information (e.g., name, address, email) submitted to us by other means. If you would like to protect any information submitted by you, please submit it to us under the bolded statement that the following information is personal and confidential and DO NOT submit it to us as all or part of a web posting. We expressly disclaim any and all responsibility for reviewing and/or evaluating any and all information submitted to us as part of a web posting, and participants acknowledge and agree that such information may be posted to the Site by us at any time after submission.

Protection and Verification of Personal Financial Information

Use of the Site may involve electronic transmission of personal financial information, and the use of the Site is your consent to the transmission of such information. By accessing the Site your consent becomes effective and remains in effect at all times while the site is in use by you. Please refer to CVIMs Privacy Policy for additional information regarding your privacy.

You are responsible for reviewing all account statements which you receive in order to verify the accuracy of the CVIM account information provided to you in the statement and the transaction(s) entered into through the Site. CVIM recommends that you verify the accuracy of any monthly, quarterly and annual statements you receive immediately upon receiving them. Furthermore, you are also responsible for promptly notifying CVIM of any errors or inaccuracies relating to information contained in or omitted from your account statement, including errors or inaccuracies arising from the transaction(s) requested or conducted through this website. Any and all transactions are subject to all of the requirements, restrictions and fees set forth in these Terms and Conditions and the Client Agreement if any exists.

Choice of Law; Jurisdiction, Unenforceability

Your access to and use of this website, and these terms, are governed by and will be construed in accordance with the laws of the State of New York, U.S.A., without giving effect to any law or rule that would cause the laws of any jurisdiction other than the State of New York to be applied. Any action arising out of these Terms or this website shall be litigated in, and only in, courts located in New York City, New York, and you agree to submit to the exclusive jurisdiction of those courts and further agree that they are a convenient forum for you.

YOU AND WE HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THIS WEBSITE.

In the event that any provision of these terms is held unenforceable, the validity or enforceability of the remaining provisions will not be affected, and the unenforceable provision will be replaced with an enforceable provision that comes closest to the intention underlying the unenforceable provision.

Other agreements may apply to specific products and services offered through the Site. The terms of the Client Agreement and any other agreements applicable to a specific product or service supersede these terms. We may change these terms at any time without notice, and any such change will be effective immediately.

Section headings are for convenience only.

Information for Foreign Investors

This website and the information contained herein are intended for customers and prospective customers who are residents of the United States only. Nothing on this website shall be considered a solicitation to buy or an offer to sell a security, or any other product or service, to any person in any jurisdiction where such solicitation, offer, purchase or sale would be unlawful under the laws of such jurisdiction.

Termination

CVIM reserves the right to, and may, terminate or temporarily suspend your access to all or any part of the Site, without notice, for conduct that CVIM believes violates these Terms and Conditions or any of its policies or guidelines, or for any other reason in its sole discretion.

Trademarks; proprietary rights

The Site and the Information contain copyrighted material, trademarks and other proprietary information, including text, graphics and software. CVIM is the owner of the copyright in the Site, as well as the copyright in any Information original to CVIM. Each participant, or other third party provider of information, owns the copyright in the information original to it. Except as permitted under copyright law, you shall not copy, redistribute, publish or commercially exploit the Site, any portion of the Site or any of the information without the express written consent of the respective owner(s) thereof.

CVIM and Covestor’s trademarks (including any service marks) and logos are the property of Covestor, Inc. All other trademarks appearing on the Site are the property of their respective owners. Nothing contained on the Site should be construed as granting by implication, or otherwise, any license or right to use the trademarks or logos appearing on the Site without the express written consent of the owner thereof.

General

These Terms and Conditions are applicable only to the Site and the use thereof in the manner set forth herein. Other CVIM, and it's affiliates', websites, products and services may be governed by distinct terms and conditions services as indicated therein, thereon or pursuant to the documentation thereof.

Date

26 March 2009

Copyright © 2009 Covestor Ltd. All rights reserved.