The ZFiling Financial Services website (“Site”) is an online information service provided by ZFiling Financial Services (“ZFiling”). By accessing or using the Site, you agree to comply with and be bound by the terms and conditions outlined in this disclaimer policy. If you do not agree to these terms and conditions, please do not use the Site. ZFiling reserves the right to modify this agreement at any time, and such modifications shall be effective immediately upon posting of the modified agreement on the Site. You agree to review the agreement periodically to be aware of such modifications, and your continued access or use of the Site shall be deemed your conclusive acceptance of the modified agreement.

1. COPYRIGHT, LICENSES, AND IDEA SUBMISSIONS

The entire contents of the Site are protected by international copyright and trademark laws. The owner of the copyrights and trademarks is ZFiling, its affiliates, or other third-party licensors. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute any material on the Site, including text, graphics, code, and/or software, without written permission. You may print and download portions of material from different areas of the Site solely for your own non-commercial use, provided that you agree not to change or delete any copyright or proprietary notices from the materials.

By submitting any materials or information to public areas of the Site (such as bulletin boards, forums, and newsgroups) or by email to ZFiling, you grant ZFiling a non-exclusive, royalty-free, worldwide, perpetual license to reproduce, distribute, transmit, create derivative works of, publicly display, and publicly perform any such materials and other information. You also grant ZFiling the right to use your name in connection with the submitted materials and other information, as well as in connection with all advertising, marketing, and promotional material related thereto. You agree that you shall have no recourse against ZFiling for any alleged or actual infringement or misappropriation of any proprietary right in your communications to ZFiling.

2. TRADEMARKS

Publications, products, content, or services referenced herein or on the Site are the exclusive trademarks or service marks of ZFiling. Other product and company names mentioned on the Site may be the trademarks of their respective owners.

3. USE OF THE SITE

You understand that, except for information, products, or services clearly identified as being supplied by ZFiling, ZFiling does not operate, control, or endorse any information, products, or services on the Internet in any way. Except for ZFiling-identified information, products, or services, all information, products, and services offered through the Site or on the Internet generally are offered by third parties, not affiliated with ZFiling.

You also understand that ZFiling cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. ZFILING PROVIDES THE SITE AND RELATED INFORMATION “AS IS” AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION, OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND ZFILING SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE, AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. ZFILING DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS, SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. ZFILING HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

LIMITATION OF LIABILITY

IN NO EVENT WILL ZFILING BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF ZFILING OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, ZFILING’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

ZFILING MAKES NO REPRESENTATIONS WHATSOEVER ABOUT ANY OTHER WEB SITE WHICH YOU MAY ACCESS THROUGH THIS ONE OR WHICH MAY LINK TO THIS SITE. WHEN YOU ACCESS A NON-ZFILING WEB SITE, PLEASE UNDERSTAND THAT IT IS INDEPENDENT FROM ZFILING, AND THAT ZFILING HAS NO CONTROL OVER THE CONTENT ON THAT WEB SITE. IN ADDITION, A LINK TO A ZFILING WEB SITE DOES NOT MEAN THAT ZFILING ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT, OR THE USE, OF SUCH WEB SITE.

4. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless ZFiling, its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Service from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of this agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.

5. THIRD-PARTY RIGHTS

The provisions of paragraphs 2 (Use of the Service) and 4 (Indemnification) are for the benefit of ZFiling and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

6. TERMINATION

This agreement may be terminated by either party without notice at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses, and Idea Submissions), 2 (Use of the Service), 4 (Indemnification), and 5 (Third-Party Rights) shall survive any termination of this agreement.

7. MISCELLANEOUS

This agreement shall be governed and construed in accordance with the laws of [insert applicable jurisdiction], without regard to its conflict of law provisions. You agree that any legal action or proceeding between ZFiling and you for any purpose concerning this agreement or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in [insert applicable jurisdiction]. Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. ZFiling’s failure to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this agreement. ZFiling may assign its rights and duties under this agreement to any party at any time without notice to you.

Any rights not expressly granted herein are reserved.