Terms and Conditions

General

Weathergage Capital, LLC (“Weathergage Capital”, “we”, “us”, “our” or similar pronouns) is providing this website as an information service to the Internet community. Use of this website and access to the
material and features it contains is subject to these Terms and Conditions as well as all applicable laws. By accessing this website in any manner (whether automated or otherwise), you agree to be bound by these Terms and Conditions and any additional terms and conditions that are referenced below or otherwise may apply to specific areas of this website.

If you do not agree to these Terms and Conditions, you may not use this website.

Weathergage Capital reserves the right to modify these Terms and Conditions at any time. Such changes will be effective immediately upon posting. Any changes made to the Terms and Conditions will only apply prospectively. By continuing to access or use this website and/or any services offered through it, you accept these Terms and Conditions as modified.

Certain features, products or services that you access through this website may be subject to additional terms and conditions presented to you at the time that you access them. In addition, some areas of this website are provided by our third party partners and are subject to separate terms of use, which are posted within those areas.

Nothing in this website constitutes professional and/or financial advice, nor does any information on this website constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. Weathergage Capital’s investment advisory services are provided only to a limited number of private investment vehicles. Weathergage Capital does not make its services available to the general public. This website and its content and services are not intended to be, and should not be, relied upon as a forecast, research, investment advice or otherwise as grounds for taking or not taking any action. Advice from a suitably qualified professional should always be sought in relation to any particular investment decision, matter or circumstance.

Nothing on this website constitutes or forms a part of any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied upon in any connection with any contract or commitment whatsoever.

THIS WEBSITE AND ITS CONTENT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. WEATHERGAGE CAPITAL PROVIDES THIS WEBSITE AND ITS CONTENT AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER WEATHERGAGE CAPITAL NOR ANY OF ITS AFFILIATES MAKE ANY WARRANTIES OF ANY KIND REGARDING THIS WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR A PARTICULAR PURPOSE. THIS MEANS THAT WE MAKE NO PROMISES THAT:

·  THIS WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME,

·  THIS WEBSITE WILL MEET ANY PARTICULAR REQUIREMENTS OR PROVIDE ANY PARTICULAR RESULTS,

·  THE INFORMATION ON THIS WEBSITE WILL BE ACCURATE, ADEQUATE, COMPLETE OR UP-TO-DATE,

·  ANY MATERIALS OR SERVICES PROVIDED THROUGH THIS WEBSITE WILL PROVIDE RESULTS OR    INFORMATION THAT WILL BE USEFUL, ACCURATE OR RELIABLE,

·  THIS WEBSITE OR THE INFORMATION TRANSMITTED TO OR FROM IT OR STORED ON IT WILL BE    SECURE FROM UNAUTHORIZED ACCESS,

·  INFORMATION AND MATERIALS THAT YOU STORE IN YOUR ACCOUNT (IF APPLICABLE) OR ON THIS    WEBSITE WILL REMAIN RETRIEVABLE AND UNCORRUPTED (UNLESS WE PROMISE THIS IN A SEPARATE    AGREEMENT WITH YOU), OR

·  THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL BE FREE OF VIRUSES OR OTHER    HARMFUL COMPONENTS, OR THAT DEFECTS OR ERRORS WILL BE CORRECTED.

YOU AGREE THAT USE OF THIS WEBSITE IS AT YOUR OWN RISK, AND YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY OPINION, ADVICE, STATEMENT, MEMORANDUM OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THIS WEBSITE IS LIKEWISE AT YOUR OWN RISK.

WEATHERGAGE CAPITAL RESERVES THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY INFORMATION (INCLUDING PRICING) ON THIS WEBSITE AT ANY TIME. WEATHERGAGE CAPITAL CANNOT, AND DOES NOT, GUARANTEE THE CORRECTNESS, TIMELINESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THIS WEBSITE, NOR WILL WEATHERGAGE
CAPITAL OR ITS AFFILIATES BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION AVAILABLE ON THIS WEBSITE. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WEATHERGAGE CAPITAL OR ITS AFFILIATES OR THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WEATHERGAGE CAPITAL AND ITS AFFILIATES HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS, SUPPORT DOCUMENTATION, BY OUR CUSTOMER SERVICE AND SUPPORT AGENTS, AND OTHERWISE ON THIS WEBSITE OR IN CORRESPONDENCE WITH WEATHERGAGE CAPITAL OR ITS AGENTS. WEATHERGAGE CAPITAL AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY CONTENT OR MATERIALS POSTED TO THIS WEBSITE BY USERS, NOR FOR DISPUTES BETWEEN USERS, OR BETWEEN USERS AND THIRD PARTIES.

THESE DISCLAIMERS APPLY TO WEATHERGAGE CAPITAL AND ITS AFFILIATED AND RELATED COMPANIES AS WELL AS THIRD PARTIES THAT ARE INVOLVED IN THE CREATION, PRODUCTION OR DISTRIBUTION OF THIS WEBSITE, AND ANY OF THEIR EMPLOYEES AND AGENTS.

Limitations Of Liability

IF YOU ARE DISSATISFIED WITH THIS WEBSITE, OR ANY MATERIALS, PRODUCTS, OR SERVICES ON THIS WEBSITE, OR WITH THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEBSITE.

UNDER NO CIRCUMSTANCES WILL WEATHERGAGE CAPITAL OR ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES) ARISING OUT OF, OR DIRECTLY OR INDIRECTLY RELATED TO ANY USE OF OR INABILITY TO USE THIS WEBSITE (OR ANY CONTENT, MATERIALS, OR FUNCTIONS PROVIDED AS PART OF THIS WEBSITE), REGARDLESS OF WHETHER WEATHERGAGE CAPITAL OR ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS KNEW, SHOULD HAVE KNOWN, OR HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. NOTWITHSTANDING AND WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT WEATHERGAGE CAPITAL'S LIABILITY AND THE LIABILITY OF ITS AFFILIATES, AND ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY RELATING TO THE USE OF THIS WEBSITE, WILL NOT EXCEED THE AMOUNT, IF ANY, YOU HAVE ACTUALLY PAID FOR ACCESS TO THIS WEBSITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, WEATHERGAGE CAPITAL'S LIABILITY AND THE LIABILITY OF ITS AFFILIATES, AND ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS, IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO USE OF THIS WEBSITE,OR THESE TERMS AND CONDITIONS, MUST BE FILED BY YOU WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUED OR BE PERMANENTLY BARRED.

Rules Of Conduct

You agree to follow the following rules when using this website:

You also must comply with all applicable laws and contractual obligations when you use this website.

Submissions to Weathergage Capital

If you submit or post any materials or content to this website, you grant Weathergage Capital and its
affiliates a royalty free, perpetual, irrevocable, transferrable, assignable, sub-licensable, worldwide license to use such materials and content, including alterations thereof, for our business purposes, in any form, in any media, and via any technology we choose, whether it exists now or is created in the
future. You represent that any materials and content posted or otherwise submitted by you to this website is original to you and that you have the right to grant us these rights.

Please do not send us your ideas for our business or any information that constitutes a trade secret
or that is confidential or proprietary. Weathergage Capital cannot agree to obligations of confidentiality or non-disclosure with regard to such ideas or information. By submitting ideas, information or materials to Weathergage Capital, you and anyone acting on your behalf agree that any such ideas or information will not be considered confidential or proprietary. Weathergage Capital is not obligated
to review any information or materials sent to it, and it reserves the right to reject information or materials in its sole discretion, and shall be under no obligation to return any information or materials to you. Weathergage Capital is always thinking of and creating new strategies and ideas, and may have
similar ideas to those submitted by you. To avoid any disputes between Weathergage Capital and you relating to ideas that you have submitted to us, you agree that if you send Weathergage Capital your ideas, you are giving Weathergage Capital the right to use them, and you waive and release Weathergage Capital from claims that it has used your ideas without your permission.

Responsibility for Public Postings and Content

Responsibility for what is posted in public areas of this website lies with each user - you alone are
responsible for the material you post or otherwise make available in public areas of this website. You alone are responsible for assessing the credibility of other user postings. We do not control the material that you or others may post or otherwise make available in such areas, and you understand that we have no obligation to monitor any such material or to edit or delete it. However, we reserve the right do so. We are not a publisher of user posts, and we are not responsible for their accuracy or legality.

You also understand and agree that any action or inaction by us or any of our directors, officers,
stockholders, employees, consultants, agents or representatives (collectively, “Our Representatives”) to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential Terms and Conditions violation is undertaken voluntarily and in good faith, and you expressly agree that neither we nor any of Our Representatives shall be
liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these Terms and Conditions.

Although Our Representatives may moderate content, conduct and Terms and Conditions compliance on this website at our discretion, Our Representatives have no authority to make binding commitments, promises or representations to anyone that they or anyone else on our behalf will "take care" of any
alleged problem or complaint, or that they or anyone else on our behalf will otherwise stop, cure or prevent any problem, content, conduct or purported Terms and Conditions violation from occurring or recurring. Accordingly, you further agree that any representation (written or verbal) by any of Our Representatives (or by anyone else acting on our behalf or by anyone purportedly acting on our behalf) that we (including but not limited to any of Our Representatives, anyone else acting on our behalf, or anyone purportedly acting on our behalf) would or would not prevent, restrict, redress or regulate content (including, without limitation, screen, block, moderate, review, remove, terminate, delete, edit or otherwise stop, cure or exclude any content), or to implement other enforcement measures against any content, conduct or potential or purported Terms and Conditions violation is superseded
by this provision and is nonbinding and unenforceable. Specifically, you agree that we, Our Representatives and anyone else authorized to act on our behalf shall in no circumstance be liable as a result of any representation that we, Our Representative or anyone else on our behalf would or would not restrict or redress any content, conduct or potential or purported Terms and Conditions
violation. This paragraph may not be modified, waived or released except by a written agreement, dated and signed by our Chief Compliance Officer and dated and signed by the individual or entity to whom the modification, waiver or release is granted.

Password Protection and Registration Information

Access to certain portions of this website is password protected. Passwords should be kept
strictly confidential and should not be shared with any other persons not authorized by Weathergage Capital. Weathergage Capital reserves the right to terminate at any time in its sole discretion any user’s access to password protected portions of this website.

To access certain features or areas of this website, you may be required to provide personal and/or
demographic information as part of a website registration or log-in process. You agree to provide true, accurate, current and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up-to-date (this includes your contact information, so that Weathergage Capital can reliably contact you). The information you submit must describe you (you may not impersonate another person or entity), and you may not sell, share or otherwise transfer your account information.

You are responsible for all activity occurring when this website is accessed through your account,
whether authorized by you or not. Therefore, if you create an account, be sure to protect the confidentiality of your account password. Weathergage Capital is not liable for any loss or damage arising from your failure to protect your password or account information.

Electronic Communications

The communications between you and Weathergage Capital via this website use electronic means,
whether you visit this website or send Weathergage Capital an email, or whether Weathergage Capital posts notices on this website or communicates with you via email. For contractual purposes, you consent to receive communications from Weathergage Capital in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that Weathergage Capital provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your non-waivable rights.

Changes to This Website

Weathergage Capital reserves the right to make changes to, or to suspend or discontinue
(temporarily or permanently), this website or any portion of this website. You agree that Weathergage Capital will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Suspension or Termination of Access

Weathergage Capital has the right to deny access to, and to suspend or terminate your access to, this
website, or to any features or portions of this website, and to remove and discard any content or materials you have submitted to this website, at any time and for any reason, including for any violation by you of these Terms and Conditions. In addition, Weathergage Capital has a policy of terminating this
website usage privileges of users who are repeat infringers of intellectual property rights. In the event that Weathergage Capital suspends or terminates your access to and/or use of this website, you will continue to be bound by the Terms and Conditions that were in effect as of the date of your suspension or termination.

Linked Sites and Partners

This website may include hyperlinks to other websites as a convenience. When you select these hyperlinks, you will be leaving the Weathergage Capital website. These hyperlinks take you
to publicly available sites, which are not within the control of Weathergage Capital. Weathergage Capital is not responsible for, and does not endorse, the content of any such sites, or the products and services sold on them, nor do we take responsibility for the accuracy of any such sites. Weathergage Capital and
its affiliates, and its or their directors, officers, employees, agents or content or service providers, make no warranties, either express or implied, concerning the content of such sites, including the accuracy, completeness, reliability, or suitability thereof for any particular purpose, nor do Weathergage Capital and its affiliates, and its or their directors, officers, employees, agents or content or service providers warrant that such sites or their content are free from any claims of copyright, trademark, or other
infringement of the rights of third parties or that such sites or content are devoid of viruses or other contamination. When you visit a linked site you should read the terms of use and privacy policy that govern that particular linked site.

In addition, some areas of this website are provided by Weathergage Capital’s third party partners and
are subject to separate terms and conditions of use, which are posted within those areas.

Weathergage Capital Intellectual Property

All content and materials on this website, on a proxy server, cache or other similar form of storage,
including all copyrightable material, trademarks, logos, photos, descriptions and other original material, is the exclusive intellectual property of Weathergage Capital or its licensors or partners. All rights to such intellectual property are expressly reserved by Weathergage Capital, its licensors and partners, as applicable.

You may use this website (including such content and materials) for your own personal, non-commercial
use, but you may not use it for commercial purposes. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from this website unless
explicitly authorized in these Terms and Conditions or by the owner of such material.  You may, however, from time to time, download and/or print one copy of individual pages of this website for
your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.

“Weathergage Capital” is the trademark of Weathergage Capital, LLC and may be registered in the U.S. and elsewhere.

Indemnification

You agree to indemnify, defend and hold Weathergage Capital and its affiliates, and its and their respective directors, officers, employees and agents, harmless from and against any claims, liabilities,
losses, damages, costs and expenses, including reasonable attorneys' fees, arising from your use of this website, your submissions to this website, or any violation of these Terms and Conditions or applicable law by you or by someone accessing this website via your account. Weathergage Capital reserves the
right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with Weathergage Capital in defending such claims. This indemnification, defense and hold harmless obligation will survive these Terms and Conditions and the termination of your use of this website.

Copyright Infringement Notices

If you are a copyright owner who believes in good faith that your copyrighted material has been reproduced, posted or distributed on this site in a manner that constitutes copyright infringement, please inform Weathergage Capital’s designated copyright agent by sending written notice by U.S. Mail to:

DMCA Copyright Agent, Attn: Brad Hammond
Weathergage Capital
228 Hamilton Avenue, Suite 300
Palo Alto, CA 94301

(650) 798-5001

Please include the following information in your written notice: (a) a detailed description of the
copyrighted work that is allegedly infringed upon; (b) a description of the location of the allegedly infringing material on this website; (c) your contact information, including your address, telephone number, and, if available, email address; (d) a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf; and (f) an electronic or
physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement. Please note that the contact information provided in this paragraph is for suspected copyright infringement only. Contact information for other matters is provided elsewhere in these Terms and Conditions or on this website.

Local Restrictions

We control and operate this website from our facilities in the United States of America, and unless
otherwise specified, the materials displayed on this website are presented solely for the informational purpose regarding products and services available in the United States, its territories, possessions, and protectorates. There are legal requirements in various countries and jurisdictions which may restrict the information which Weathergage Capital can lawfully provide the user. Weathergage Capital does not represent that materials on this website are appropriate or available for use in other locations. If you choose to access this website from other locations, you are responsible for compliance with local laws, if and to the extent local laws are applicable.

Applicable Law; No Waiver; Severability

These Terms and Conditions, and the relationship between you and Weathergage Capital, will be
governed by the laws of the United States and the State of New York, without giving effect to any principles of conflicts of law. Weathergage Capital’s failure to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions are found by a court of competent jurisdiction to be invalid, you and Weathergage Capital nevertheless agree that the court should endeavor to give effect to intentions as reflected in the provision, and the other provisions of these Terms and Conditions will remain in full force and effect.


Governing Jurisdiction

ANY DISPUTE WILL BE LITIGATED BY EITHER PARTY IN A COURT OF COMPETENT JURISDICTION ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT WOULD NOT HAVE JURISDICTION OVER THE MATTER, THEN ONLY IN A NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK. EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THESE COURTS AND AGREES NOT TO COMMENCE ANY LEGAL ACTION UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS IN ANY OTHER COURT OR FORUM. EACH PARTY WAIVES ANY OBJECTION TO THE LAYING OF THE VENUE OF ANY LEGAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS IN THE FEDERAL OR STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, AND AGREES NOT TO PLEAD OR CLAIM IN SUCH COURTS THAT ANY SUCH ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Other

These Terms and Conditions and any additional terms that are referenced herein or otherwise may apply to specific areas of this website, constitute the entire agreement between Weathergage Capital and you with respect to this website. These Terms and Conditions are personal to you and you may not assign it to anyone.

These Terms and Conditions are not intended to benefit any third party, and do not create any third party beneficiaries. Accordingly, these Terms and Conditions may only be invoked or enforced by you or Weathergage Capital.

Last Updated: 11/7/17

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Weathergage
A nautical term that indicates a favorable position relative to the wind. A ship that "has the weathergage" has the initiative and hence a significant advantage over its rivals.