1. Introduction

The content, advertising and any financial information accessible through the Site, including but not limited to all design, text, audio, images, financial analysis and research and other data (the “Information”) is provided by City Light Capital (“City Light”), its affiliates, licensors and various third parties.

The Information is for information purposes only and should not be used or construed as investment, legal or tax advice to you, or as an offer to sell, solicitation of an offer to buy or any endorsement, recommendation or sponsorship of any company or security by City Light. Your use of the Site or any request for information regarding the Site does not constitute the formation of an investment advisory relationship, or any other client relationship, between you and City Light. City Light makes no representation or warranty with regard to the suitability or potential value of any particular investment or information source. City Light may invest in or otherwise hold an interest in companies or securities discussed on the Site. None of the Information should be interpreted to state or imply that past results are an indication of future performance.

2. No Securities Offering or Investment Advisory Services

The Information is intended solely for the benefit of entrepreneurs seeking venture capital backing. Nothing contained on the Site constitutes an offer to purchase an interest in any private investment fund (or other securities), or an offer to provide investment advisory services. Any offer by City Light to purchase the securities of a private investment fund may be made only after the person(s) to whom such offer is made has received the relevant written offering memorandum and has had the opportunity to discuss all matters concerning a prospective investment in such fund with City Light. The Site does not provide all information material to a decision to invest in any fund (including without limitation discussion of risk factors relating to such an investment).

3. Modification of Terms and Monitoring of Website

City Light reserves the right, in its sole discretion, to change, modify, add or remove portions of this Agreement at any time without notice to you. You should check this Agreement periodically for changes. This Agreement can be accessed from the link at the bottom of City Light’s web site home page. If you use the Site after City Light posts changes to this Agreement, you accept the changed terms. City Light expressly reserves the right to monitor any and all use of the Site.

4. Limits on Use

The Information is the exclusive property of City Light (and, if applicable, certain other parties who have provided portions of the Information to City Light) and is protected by applicable copyright and trademark law and other proprietary rights. Unauthorized use of the Information is prohibited. You agree not to copy, reproduce, download, retransmit, disseminate, sell, rent, sublicense, distribute, publish, perform, broadcast, display, circulate or commercially exploit the Information in any manner, or alter, store for subsequent use, decompile, disassemble, reverse engineer, or otherwise use the Information as a whole or in part without the express written consent of City Light. Any rights not expressly granted herein are reserved by City Light. You may not link other web sites to the Site without the express written permission of City Light. You may download one temporary copy of the Information into one single computer’s memory solely for your own personal non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices shall be kept intact.

5. Disclaimers of Warranties and Liabilities

Due to various factors, including the inherent possibility of human and mechanical error, City Light makes no assurance as to the accuracy, completeness, timeliness or sequencing of the Information. Any news or similar reports quoted in the Site reflect only the author’s opinion and not that of City Light.

Your use of the information is at your sole risk. all information is provided “as is” without warranties, express or implied, or representations of any kind whatsoever. In particular but without limitation, there shall be no warranties of merchantability, fitness for a particular use, or non-infringement.

To the fullest extent permissible under applicable law, City Light and/or other persons creating or transmitting the Information will in no event be liable to you or anyone else for any direct, indirect, consequential, incidental, special or punitive damages that arise out of your use of or access to the Information (including but not limited to lost profits, loss of opportunity, trading losses and damages that may result from inaccuracy, incompleteness, inconvenience, delay, or loss of the use of the information), even if City Light or other persons creating or transmitting the Information shall have been advised of the possibility of such damages. To the fullest extent permitted by law, City Light or other persons creating or transmitting the Information shall have no responsibility or liability to you or anyone else under any tort, contract, negligence, strict liability, products liability or other theory with respect to any subject matter of this agreement or terms and conditions related thereto.

This site may have links to other third-party internet sites that City Light may not have screened or reviewed and that may contain inaccurate, inappropriate or offensive material, products or services. A link to a third-party web site does not constitute an endorsement by City Light of the linked web site. City Light assumes no responsibility or liability for the accuracy, reliability, legality or decency of such site or the content, products or services contained or offered therein. City Light and any person creating or transmitting the Information shall not be liable for any infection by viruses of or damage to any computer that results from your use of, access to or downloading of the Information. If you are dissatisfied with the Information, products or services offered at this site or with the terms and conditions of this Agreement, your sole and exclusive remedy is to discontinue use of and access to this site and the Information.

6. Submissions to the Site

Any information, ideas, suggestions, communications or the like sent to City Light through the Site are and will be treated as non-confidential and non-proprietary. You acknowledge and agree that City Light is entitled to use, reproduce, disclose, publish, post, broadcast and/or otherwise distribute or use any information submitted or posted by you for any purpose and in any medium whatsoever, now known or hereafter developed, without restriction, compensation or attribution to the person sending or posting the submission. You represent and warrant the accuracy and originality of any submission communicated by you to City Light and agree to indemnify and hold City Light harmless from any cost, claim, damage, loss or expense incurred or suffered by City Light arising out of or relating to its inaccuracy, inappropriateness or illegality.

7. Termination and Cancellation

City Light reserves the right to modify or terminate this site or to terminate your access to this site, without notice at any time.

8. Trademarks

All trade names, trademarks, service marks and other product and service names and logos displayed herein are the proprietary marks and names of their respective owners, are protected by applicable copyright and trademark laws and may not be used by you without express authorization. The Site is not owned, sponsored, approved by or otherwise affiliated with any other entity named herein.

9. Jurisdictional Issues and Applicable Law

Unless otherwise specified, City Light controls and operates this site from its offices within the State of New York, United States of America. City Light does not claim that materials in this site are appropriate or available for use in locations other than New York. If you choose to access this site from such other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

Any software contained within or utilized by the Site is further subject to United States export controls. Software from the Site may not be downloaded or otherwise exported or reexported outside the United States. By downloading or using such software, if any, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

The laws of the State of New York govern these terms. If you take legal action relating to these terms, you agree to file such action only in the Supreme Court of the State of New York in the City and County of New York, or the United States District Court for the Southern District of New York, and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any action relating to these terms or the web site.

10. General

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. You may not assign or delegate the rights and the obligations, respectively, arising under this Agreement without City Light’s consent and any attempted assignment or delegation without such consent shall be void and without effect.

No right or power of either party shall be deemed to have been waived by any act or conduct on the part of that party, or by any neglect to exercise such right or power, or by any delay in so doing; and every right and power of that party shall continue in full force and effect until such right or power is specifically waived by an instrument in writing executed by that party. No waiver of any right or power on any one occasion shall be deemed to be a waiver of any other right or power on that occasion or of any right or power on any subsequent occasion. All remedies of either party against the other party are cumulative.

This Agreement constitutes the entire agreement between the parties with respect to the Site and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements, whether electronic, oral or written, between the parties with respect to the Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Any rights not expressly granted herein are reserved.