By using this website, you accept the following Terms of Use, which constitutes a legal agreement between you and MidRail LLC (together with its affiliates, "MidRail"). You should read the Terms of Use carefully before using this website. If you do not accept the Terms of Use for any reason, you may not use this website. MidRail reserves the right to modify these terms without notice, and each use of this website constitutes your acceptance to be bound by the terms contained at that time. You may be requested from time to time upon visiting this website to reconfirm your assent to the terms set forth in the Terms of Use.

Permitted Uses

All content, including but not limited to trademarks, logos, copyrights, design, text, images or any other intellectual property displayed on the website are owned and controlled by MidRail. MidRail grants you the limited and revocable right to view, store, analyze, bookmark, download, copy and print pages for your personal, non-commercial and non-public use only. MidRail reserves the right to terminate the above authorization at any time in its sole discretion.

Prohibited Uses

MidRail does not grant any right to use material on this website, other than the above permitted uses. You cannot make any other use of such material without MidRail’s written consent. You specifically may not:

• • Reproduce, transmit, publish, broadcast, adapt, distribute, display, license, alter, use for commercial purposes, post to another website, hyperlink or otherwise use, in whole or in part, in any manner, any material on this website without the prior written consent of MidRail.
• • Alter, obscure, or remove any copyright, trademark or any other notices that are provided to you in connection with this website.
• • Interfere with the website’s functioning or security, inhibit others from using it or transmit a virus or similar software that interferes with it or corrupts it.
• • Use bots, webcrawlers, spiders, etc. that “harvest” the website.
• • Frame this website or any portion thereof.
• • Violate any law, regulation, rule or the intellectual property or contractual rights of others by attempting to violate the security of this website or use or gain access to the identities, information or computers of others through this website.
• • Use this website in connection with spam. Spam includes, but is not limited to, any of the following activities: (i) sending any unsolicited e-mail that could be expected, in MidRail’s sole discretion, to provoke complaints; (ii) sending unsolicited e-mail without identifying in the e-mail a clear and easy means to be excluded from receiving additional e-mail from the originator of the e-mail; and (iii) sending e-mail that does not accurately identify the sender, the sender’s return address, and the e-mail address of origin.

MidRail reserves the right to change our policies regarding prohibited uses at any time, to the fullest extent permitted by applicable law.

Website Monitoring

MidRail reserves the right to monitor your use of this website. The resultant information may be used for our own internal business purposes or in accordance with the rules of the SEC or any other applicable regulator, law enforcement agency or other third party. It could also be used to detect any unauthorized conduct, in which case MidRail reserves the right to take any and all appropriate action in response, without notice to you.

No Solicitation

The materials on this website have been prepared for informational use only. Under no circumstances should any information or materials presented on this website be construed as a recommendation, or an offer to sell, or a solicitation of an offer to buy, securities, investments or other services. Furthermore, no information or materials contained in the website should be relied upon as investment, legal, accounting, tax or other professional advice in connection with an offer or sale of securities. YOU ACKNOWLEDGE THAT YOU SHALL USE SUCH CONTENT IN A MANNER BASED UPON YOUR OWN DETERMINATION AND EVALUATION OF THE INFORMATION CONTAINED THEREIN, AND MIDRAIL SHALL NOT BE RESPONSIBLE FOR SUCH USE.

Past performance is not indicative of future results; no representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

Website Transmissions

Subject to any applicable conditions in our Privacy Policy, any communication or other material that you send to us or post on the website by electronic mail or otherwise, will be deemed to be non-confidential as between you and us and MidRail will have no obligation of any kind with respect to such information. MidRail will be free to use, for any purpose, and without compensation due or payable to you, any ideas, concepts, know-how or techniques provided by you to MidRail through the website.

Information Security

MidRail makes no warranty, express or implied, regarding the security of the website, including regarding the ability of unauthorized persons to intercept or access information transmitted by you through this service. Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from the website may not be secure.

Password Notifications

Certain areas of the website are password protected and are only accessible to those who have a valid MidRail-issued password. You may not attempt to access any password protected areas of the website without authorization. In the event that you have been issued such a password, you acknowledge and agree that MidRail has granted you limited access to specific files pertaining to investments relevant to you, and you agree not to attempt to access other computer files. Accordingly, you should take steps to protect the confidentiality of your password. You should notify MidRail immediately if you become aware of any loss, theft or unauthorized use of your password.

Linked Sites

MidRail does not review or monitor any websites linked from or to this website and is not responsible for the content of any such websites. Any access and use of these websites is at your own risk. MidRail cannot be held responsible for the information, materials, products or services obtained on or from such other websites, nor will we be liable in any respect whatsoever for any damages arising from your access to such websites and use of such information. Any links from or to other websites are provided merely for the convenience of the users of this website. The inclusion of these links does not imply a representation or warranty by MidRail with respect to any such linked websites or the content, products or services contained or accessible through such websites or their operators. MidRail specifically disclaims responsibility for the privacy policies and practices of any third party websites linked from or to this website.

Availability

MidRail does not warrant that this website will be available at any particular time or location, or that it is free of viruses or other harmful elements. As a result of high internet traffic, transmission problems, capacity constraints or other problems, you may, at times, experience difficulty accessing the website or communicating with MidRail through the internet. MidRail has no responsibility to maintain the data and services made available on this website or to supply any corrections, updates, or releases in connection therewith. Availability of data and services are subject to change without notice.

User Responsibility

The information contained in this website shall be used at your own risk. Any decisions based on information or materials contained on the website are your sole responsibility.

Trademarks

“MidRail” and certain other marks displayed on this website are trademarks and service marks of MidRail. You may not use any of MidRail’s trademarks, trade names or service marks in any manner that creates the impression that such names and marks belong to or are associated with you or your affiliates or are used with MidRail’s consent. All other trademarks or service marks on the website that are not owned by MidRail are the property of their respective owners.

Disclaimer and Indemnity

MidRail and its officers, directors, managers, partners, members, shareholders, employees, affiliates and agents (“Related Persons”) make no representations or warranties of any kind, express or implied, concerning the website. The content provided on the website is on an “as is” and “as available” basis and you expressly agree that your use of this website is at your sole risk. MidRail does not make and hereby disclaims any express or implied warranties, representations or endorsements whatsoever, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, or warranties of title or non-infringement, continued availability, accuracy, completeness, correctness, suitability, reliability, or other characteristics of this website or the information or materials included on this website. MidRail does not warrant that the information in this website is accurate, reliable or correct.

You agree to indemnify and hold harmless MidRail and its Related Persons from and against any claims whatsoever and of any nature for damages, losses and causes of action, including but not limited to actions by third parties against you, MidRail or any of its Related Person, arising out of or in connection with any decisions that you make based on such information or materials, your use of the website, or your violation of our website policies.

Limitation of Liability

IN NO EVENT SHALL MIDRAIL OR ITS RELATED PERSONS BE LIABLE TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY DAMAGES OR LOST PROFITS) RESULTING FROM OR IN CONNECTION WITH ANY ACCESS, USE (OR INABILITY TO USE) OR DISTRIBUTION OF THE WEBSITE OR ANY INFORMATION OR MATERIALS OBTAINED THROUGH THE USE OF THE WEBSITE. THIS IS TRUE EVEN IF MIDRAIL AND ITS RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

International Use, Governing Law and Forum:

MidRail makes no claims that materials on this website are appropriate or may be downloaded for use in locations outside the United States. Access to this website from countries or territories where such access is illegal is prohibited. Those who choose to access this website outside the United States do so on their own initiative and are responsible for compliance with local laws. By sending us your data, you consent to its transfer to and storage within the United States.

The Terms of Use is governed by the laws of the State of New York. Any dispute relating to the Terms of Use or your use of this website shall be resolved solely in the state or federal courts located in New York County, New York