Legal and Regulatory Disclosures

Terms of use of the Two Sigma Investments, LP Web Site

Your use of the web sites on which these terms reside (collectively, the “Site”), and the features at this Site are subject to these Terms of Use, which we may update from time to time. Please read these Terms of Use carefully before using this Site. By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Two Sigma, you agree to and are bound by the terms, conditions, policies and notices contained on this page (the “Terms of Use”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of New York law. The Site is owned or controlled by Two Sigma Investments, LP and its affiliates (collectively “Two Sigma”). This Site is intended for and applicable only for residents of the United States, age eighteen or older. If you are from another jurisdiction or under 18 year of age you may not use this Site.

Two Sigma reserves the right to change these Terms of Use without notice at any time. Your use of this Site after we post any changes to these Terms of Use constitutes your agreement to those changes. Any such change to these Terms of Use shall be effective upon posting to the Site. Accordingly, you agree to periodically review these Terms of Use when accessing or using the Site.

You acknowledge and agree that Two Sigma may temporarily or permanently restrict, suspend or terminate the Terms of Use or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of these Terms of Use as determined in Two Sigma’s sole and absolute discretion, and without prior notice or liability. Two Sigma will not be liable to you or any third party for any termination of your access to or use of the Site or any content you may have posted on the Site. You agree that you do not have any rights in this Site.

Each use of the Site constitutes your agreement to be bound by and comply with the then-current Terms of Use. If, at any time, you do not agree to be bound by or comply with these Terms of Use, then you should cease accessing or using this Site.

1. Ownership, Limited License to Use the Site

Two Sigma owns and maintains this Site. All information contained in this Site is intended solely for the use of those persons who have been granted permission to use this Site and who have agreed to these Terms.

Content on this Site that is provided by Two Sigma or its licensors, including certain graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including without limitation the name or logo of Beaker, Two Sigma, any of its affiliates and/or any other entity described on the Site (“Two Sigma Content”) is the property of Two Sigma and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Except as specifically permitted below, nothing contained in these Terms or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce Two Sigma Content contained in the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of Two Sigma and may be used by Two Sigma for any lawful purpose without restriction, subject to the Privacy Policy. Two Sigma reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to all material contained in the Site.

Two Sigma grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial, informational purposes only, and to print pages from the Site only in connection with that use. Except as described in the immediately preceding sentence, you may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from Two Sigma which may be withheld for any or no reason. You further agree not to download, display or use any Two Sigma Content located on the Site for use in any publications, in public performances, on websites other than this Site for any other commercial purpose, in connection with products or services that are not those of Two Sigma, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Two Sigma and/or its licensors, that dilutes the strength of Two Sigma or its licensor’s property, or that otherwise infringes Two Sigma or its licensors’ intellectual property rights. You further agree to in no other way misuse any Two Sigma Content or third party content that appears on this Site.

2. Usage Parameters

Prohibited Uses. In addition to the other limitations discussed in these Terms of Use, because all servers have limited capacity and are used by many people, the following requirements apply to your use of the Site: (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Site for any commercial purpose not expressly approved by Company in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment; (g) you may not use the Site in any manner that could damage or overburden any Two Sigma server, or any network connected to any Two Sigma server; (h) you may not use the Site in any manner that would interfere with any other party’s use of the Site; and (i) you may not use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with the business of Two Sigma.

Means of Access. The Site is generally intended to be viewed by a conventional Web browser. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data. You are responsible for obtaining and maintaining all equipment, services and other materials that you need to access and use the Site. You may not use any data mining, robots or similar data gathering and extraction programs or methods, whether automated or manual, to access, acquire, copy or monitor any portion of the Site or any data and content found on the Site, unless such devices or methods are expressly approved in advance by Two Sigma in writing.

Usage Monitoring. Two Sigma reserves the right, but does not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site. Any personal information collected during such monitoring will be used in accordance with Two Sigma’s then-current privacy policy. By using the Site, you accept Two Sigma’s right to access, archive, and/or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, compliance with applicable laws, rules or regulations or for any other reason. You agree that Two Sigma’s monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Two Sigma monitors your Site usage and enforces, or fails to enforce, these Terms of Use. You further agree that in no event will Two Sigma be liable for any damages incurred by you as a result of Two Sigma’s usage monitoring.

Unsolicited Ideas. Two Sigma always welcomes consumer feedback and appreciates your interest in sharing your thoughts with the Two Sigma. However, it is Two Sigma’s policy not to accept or consider unsolicited ideas from outside Two Sigma, including ideas for new or improved products or packaging, technologies, product names, or promotion or marketing strategies. Should you submit an idea to Two Sigma, despite Two Sigma’s policy, Two Sigma will treat the information as non-confidential and non-proprietary and Two Sigma will be free to use the information for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.

3. No Offer of Securities; No Advice

THIS SITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY TWO SIGMA OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY TWO SIGMA. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF EACH SUCH INVESTMENT FUND AS DETERMINED FROM TIME TO TIME BY TWO SIGMA IN ITS SOLE AND ABSOLUTE DISCRETION.

Such requirements may include, among other things, qualifying as an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended; a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a “qualified eligible person” within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a “qualified purchaser” within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. Access to information about the investment funds managed by, or advisory services offered by, Two Sigma is similarly limited to investors who meet the applicable investor suitability, experience and sophistication requirements. You acknowledge that participation in investment funds is speculative in nature, involves a high degree of risk and is intended only for experienced and sophisticated investors.

This Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as a recommendation, by Two Sigma or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.

4. Password-Protected Areas

Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Two Sigma. Such passwords will only be issued to current investors in an investment fund sponsored or managed by Two Sigma, or to prospective investors who are eligible to receive a Confidential Offering Memorandum for one or more of those investment funds or their respective agents and designees. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by Two Sigma. Users of the Site acknowledge that past performance is not necessarily indicative of future results. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by Two Sigma for their specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

During any registration process, you must provide complete and accurate information about yourself during the registration process. It is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility. You may not have a user name or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable. You are solely responsible for maintaining the confidentiality of your password and account. Additionally, you are solely responsible for any and all activities that occur under your account. You agree to notify Two Sigma immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate or disclose any user name, ID, password, or other information that provides you access to the Site. Two Sigma is not liable for any loss that you may incur as a result of the unauthorized use of your password or account, either with or without your knowledge.

5. Privacy Policy

Two Sigma’s Privacy Policy posted on this website applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. Please read our Privacy Policy for more information about our information collection, use practices and our use of cookies. Your use of this Site signifies your consent to those practices and use.

6. No Reliance

While Two Sigma uses reasonable efforts to update the information contained in the Site, Two Sigma makes no representations or warranties as to the accuracy, reliability or completeness of any information, Two Sigma Content, or User content, at or on the Site. Any content of the Site is subject to change without notice. As noted above, permission by Two Sigma to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice. You acknowledge that any reliance on such material or systems will be at your own risk. Two Sigma makes no representations regarding the amount of time that any Two Sigma Content or User Content will be preserved.

7. Materials to be Consulted in their Entirety

Two Sigma does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Two Sigma without the prior review and written approval of Two Sigma.

All materials at the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses and any copyright or proprietary notices, including those contained in these Terms of Use. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

8. Links to Third Party Web Sites

Two Sigma has not reviewed any of the websites that may be linked to the Site, and is not responsible for the content of off-site pages or any other website linked or linking to this Site. Two Sigma is not responsible for the privacy practices of such other websites. Your linking to or use of any websites other than this Site is at your own risk. Two Sigma’s inclusion of links to other websites does not imply any endorsement of any kind by Two Sigma of the material located on or linked to by such websites and should not be deemed as such by any user of the Site. Two Sigma disclaims any responsibility for the products or services offered or the information contained on any websites other than this Site.

9. No Offer of Employment

The Site does not constitute an offer or promise of employment with respect to any employment position described on this Site. Without notice, Two Sigma may eliminate, modify or change any aspects of any employment position described on the Site. This Site does not provide binding employment offers or any terms or conditions of employment. Any employment offer that may ensue as a result of your submission of information to Two Sigma shall be solely in accordance with the specific terms of such employment offer, not the terms of the Site.

10. No Warranty

TWO SIGMA AND ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, TWO SIGMA CONTENT, OR USER CONTENT AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. THIS SITE AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. TWO SIGMA, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, , TWO SIGMA CONTENT, USER CONTENT, ANY MATTER RELATED TO THE SITE AND SUCH INFORMATION AND MATERIALS ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. TWO SIGMA EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE OR THE INFORMATION AND MATERIALS CONTAINED THEREIN.

You acknowledge that you are aware that by using this Site you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.

TWO SIGMA AND ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS. TWO SIGMA AND ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE SITE.

11. Limitation of Liability; Indemnification

IN NO EVENT SHALL TWO SIGMA OR ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO ACCESS AND/OR USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) TWO SIGMA CONTENT, USER CONTENT, OR ANY OTHER INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE ACCESS TO AND/OR USE OF THE SITE; NOR SHALL TWO SIGMA OR ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND TWO SIGMA’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS APPLY EVEN IF TWO SIGMA OR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, NONE OF TWO SIGMA OR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES WILL BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS. SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF TWO SIGMA OR ITS OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. IN NO EVENT SHALL TWO SIGMA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE OR $50, WHICHEVER AMOUNT IS LOWER.

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of Two Sigma or any of its officers, directors, members, principals, investors, clients, agents or employees or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

You hereby agree, at your own expense, to indemnify, defend and hold Two Sigma and its officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. Two Sigma reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Two Sigma.

12. General

Both you and Two Sigma acknowledge and agree that no partnership is formed and neither of you nor Two Sigma has the power or the authority to obligate or bind the other.

These Terms of Use are governed by the internal laws of the State of New York, without reference to its conflicts of laws provisions. You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in the Borough of Manhattan, New York City as the exclusive jurisdiction and venue for the adjudication of all disputes arising out of or relating to the use of the Site. You hereby appoint the Secretary of State of the State of New York as your agent for service of process in any such proceeding. You agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with this Site and/or these Terms, will be resolved individually, without resort to any form of class action. These Terms of Use operate to the fullest extent permissible by law.

Any notice to Two Sigma shall be given in writing and sent by registered mail to Two Sigma Investments, LP, 100 Avenue of the Americas, 16th Floor, New York, NY 10013, Attention: Matthew B. Siano, Esq., Managing Director, Counsel, or at such successor address as designated by Two Sigma in its sole discretion from time to time.

The failure of Two Sigma to comply with these Terms of Use because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Two Sigma, shall not be deemed a breach of these Terms of Use.

If Two Sigma fails to act with respect to your breach or anyone else’s breach on any occasion, Two Sigma is not waiving its right to act with respect to future or similar breaches.

If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.

Last Updated March 1, 2016

NO OFFER OF SECURITIES

Nothing contained in this email should be considered nor shall anything in this email constitute an offer, recommendation or solicitation to sell or buy any security. Any offering or solicitation with respect to any securities or investment vehicles discussed or described herein shall be made only to qualified offerees pursuant to a confidential private offering memorandum describing said offering, along with such relevant support documentation as required from time to time, all of which should be read in their entirety. Further, any securities or investment vehicles discussed or described in this email or any attachment hereto shall not be offered or sold in any jurisdiction in which such offer, solicitation or sale would be unlawful until the requirements of the laws of such jurisdiction have been satisfied. Two Sigma does not provide tax, accounting, or legal advice, and all recipients are advised to consult with their tax, accounting or legal advisers regarding any potential investment.

USE OF THIS EMAIL

This email is not intended for public use or distribution and should not be disseminated or copied without the express consent of the sender. If you are not an intended recipient of this email, you are hereby notified that any use, review, dissemination, retention, distribution or copying of this email or any attachment is strictly prohibited. If you have received this email in error, please notify the sender by return e-mail and destroy the original message, attachments and any other content, including all copies thereof. No confidentiality or privilege shall be waived or lost by any transmission errors.

RELIABILITY OF INFORMATION

Neither Two Sigma nor the sender of this email makes any representation that the information set forth in this email and any attachment hereto with regard to any security and/or investment vehicle is accurate, complete or timely, nor should any such information be relied upon by any person in making any investment decision. Two Sigma shall not be responsible for any errors or omissions, regardless of the cause, or for the results obtained from the access or use of any information set forth in this email or attachments hereto. In no event shall Two Sigma be liable for any damages, costs, expenses, losses or legal fees associated with any use of the information or attachments contained in this email.

Two Sigma is the marketing name used by the Two Sigma family of companies and includes, among other entities, Two Sigma Investments, LP, a U.S.-registered investment adviser, Two Sigma Advisers, LP, a U.S.-registered investment adviser and Two Sigma Securities, LLC, a U.S.-registered brokerage firm. The views expressed in this message are those of the individual sender except where specifically stated to be the views of one of the Two Sigma family of companies and only then if said person is explicitly authorized to offer said views.

As always, past performance of any security or investment vehicle described in this email is not an indicator of future results. Finally, all information found herein is subject to change without notice.

TECHNICAL DISCLAIMERS

Two Sigma reserves the right to monitor all email communications (both internal and external) through its network.

Email transmission cannot be guaranteed to be secure or error-free. Therefore, neither the sender nor Two Sigma represent that this information is complete or accurate and it should not be relied upon as such.

Although Two Sigma attempt to sweep e-mail and attachments for viruses, Two Sigma does not guarantee or make any representation that either are virus-free and accepts no liability for any damage sustained as a result of viruses.

Summary of Terms of Use: By accessing or using this survey and/or the Survey Results (as defined below), you agree to these terms. Two Sigma Investments, LP (“Two Sigma”) distributes this survey and any Survey Results as strictly proprietary and confidential information intended solely for the limited use by persons authorized to access it. The text, graphics, images, design, organization, compilation, look and feel and all other protectable intellectual property (the “Survey Content”) contained in this survey and any Survey Results are the property of Two Sigma (or Qualtrics, LLC, as the case may be) and are protected by copyright and other intellectual property laws. You may not modify, copy, reproduce, republish, scan, upload, post, transmit, distribute or otherwise provide access to the Survey Content to any person in any way. None of this survey or any Survey Results is an offer to, or solicitation of, any potential clients or investors for the provision by Two Sigma of investment management, advisory or any other related services. No material in this survey and/or any Survey Results is or should be construed as investment advice, nor is anything in this survey or any Survey Results an offer to sell, or a solicitation of an offer to buy, any security or other instrument. You should not enter any data to the survey that is based on material, non-public information and should not discuss or share any portion of the survey or survey Results. You acknowledge that all of your interactions with this survey will be available for use by Two Sigma, and that such use may include basing investment decisions on your interactions; and, therefore, you represent that none of your interactions with this survey will be based on material non-public information. You acknowledge that in using this survey or any Survey Results, you may be given information about certain securities which Two Sigma may or may not trade on behalf of its clients.

Eligibility. You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, access or use the survey. You additionally represent, warrant and agree that (i) you shall maintain any and all licenses and registrations necessary for you to provide any User Content (as defined below) to the survey; (ii) your use of the survey (including posting User Content) is in compliance with your employer’s compliance policies (if applicable) and you have received all necessary approvals from any such employer for your use of the survey; (iii) you are in compliance with the laws and regulations of each country, political subdivision, and regulatory, self-regulatory or membership organization that has jurisdiction over you or of which you are a member relating to trading in or advising others regarding purchasing or selling securities, commodities, currencies or any financial instrument or contract for the exchange of value, services or risk that is traded on any market or otherwise; and (iv) you are not a proprietary trader for your employer in any asset class as to which you are submitting User Content. We may, in our sole discretion, refuse to offer the survey or Survey Results to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these terms are in compliance with all laws, rules and regulations applicable to you and the right to access the survey or Survey Results is revoked where these terms or use of the survey is prohibited or to the extent offering, sale or provision of the survey conflicts with any applicable law, rule or regulation, or an employer’s compliance policies. Further, the survey and Survey Results are offered only for your use, and not for the use or benefit of any third party.
User Content. All content added, created, uploaded, submitted, distributed, or posted to the survey by users, including responses to survey questions (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You have sole discretion as to whether you may make any User Content available to us. Without limiting the foregoing, User Content may include ideas, research, other types of information regarding any type of markets, issuers, instruments or contracts, including without limitation securities, commodities, currencies or any financial instrument or contract for exchange of value, services or risk that is traded on any market or otherwise, on any and all communications platforms, including any proprietary system created by or for us. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules, regulations and employer policies. You acknowledge that all content, including User Content, accessed by you using the survey or Survey Results is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any content you access on or through the survey or Survey Results is or will continue to be accurate.
Our Use of content. We acknowledge and agree that no content that you submit to the survey, including User Content is an offer (or solicitation of an offer) to buy or sell the securities, commodities, currencies, financial instruments or contracts for the exchange of value, services or risk contained in any Content. We understand that you or your affiliates may buy, sell, lend, own, act as market maker, recommend investment or trading ideas to your clients regarding or publish research or views on the markets, issuers, securities, commodities, currencies, financial instruments or contracts for the exchange of value, services or risk contained in content that you submit, or related commodities, currencies, financial instruments or contracts for the exchange of value, services or risk, at any time, including prior to making the content available to the survey, or in a manner that is inconsistent with the substance or meaning of the content. You undertake and agree that our use of content (including User Content) including, but not limited to, in any investment strategy or system which utilizes such content or any part thereof, together with any documents or other materials existing now or in the future in any medium relating thereto, including, without limitation, reports, memoranda, presentations, performance rankings or other aggregations, websites, contribution systems, internal electronic and written correspondence, analyses, publications, training materials and manuals developed solely by or for us or our clients relating thereto (the “Derived Information IP”), shall be considered our proprietary intellectual property, and we shall own all right, title and interest therein. You agree to, at our expense, reasonably cooperate with us and execute all documents reasonably requested by us to enable us to perfect, preserve, register and record our rights in the Derived Information IP.
Notices and Restrictions. The survey and Survey Results may contain content specifically provided by us, our partners or our users and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the survey.
Use License. Subject to these terms, we grant each user of the survey a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) survey data or results, or reports with respect to survey data or results (“Survey Results”), distributed directly to you. You may not redistribute, disseminate, publish, or display Survey Results, in whole or in part, without our prior written consent. For the avoidance of doubt, this license does not apply to the Survey Content other than Survey Results.
License Grant. By submitting User Content through the survey, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the survey, the Survey Results, and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Survey Results (and derivative works thereof) in any media formats and through any media channels (including, without limitation, public portions of our websites, third party websites, investor newsletters and feeds), and including after completion or termination of your relationship with us relating to the survey, Survey Results or otherwise. You acknowledge and agree that we are not required to delete, remove or otherwise cease use of your User Content following any termination of the survey or your relationship with us. You also hereby do and shall grant each user of the survey, and any party to whom we send User Content or Survey Results, a non-exclusive, perpetual license to access your User Content, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of the survey or your relationship with us. The foregoing license grants to us and our users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. Without limiting the foregoing, we reserve the right to use any User Content for our own purposes and on behalf of investment funds and accounts managed or advised by us in any manner. Furthermore, we may store, retain, analyze, copy, transfer, distribute, reproduce or make any portion of any posted User Content available to others including without limitation in the form of reports, memoranda, presentations, performance rankings, other aggregations, or Survey Results.
Information that We Provide is not Advice. You agree that any information that we may provide to you from time to time regarding or derived from any content (including User Content), including Survey Results, is not developed or provided by us as investment, accounting, legal, tax or other advice and will not be used or treated by you as such. Any information provided to you during your use of the survey or Survey Results is intended for informational and educational purposes only. You hereby acknowledge that we do not operate the survey or Survey Results as an offer to, or solicitation of, any potential clients or investors for the provision by us of investment management, advisory or any other related service. You agree not to construe any content or materials listed on the survey as investment advice or as an offer to sell, or as a solicitation of an offer to buy, any security or other instrument. We make no guarantees as to the quality, reliability, timeliness or accuracy of the survey or Survey Results. We (and our clients and affiliates) may have market views or opinions that materially differ from those presented in the survey or Survey Results, and may have significant financial positions consistent or inconsistent with the information therein. We (and our clients and affiliates) may use any User Content or Survey Results for our own purposes and on behalf of investment funds and accounts managed or advised by us (or our clients and affiliates) in any manner, including trading on some or all of the User Content or Survey Results, which may include User Content or Survey Results not (or only partially) distributed to you or to other users.
Accuracy of Content. Certain content contained in the survey and/or Survey Results has been prepared or provided by third parties, and we will not bear any liability with respect to its use. Furthermore, we do not undertake any responsibility to update, correct or amend any information contained in the survey, Survey Content, User Content, or in the Survey Results.
Availability of Content. We do not guarantee that any Survey Results will be made available to you. Your participation in the survey and provision of User Content is independent and not in exchange for our provision of the Survey Results, or for any cash or other compensation to you or any other party. We do not guarantee that we will continue providing use or access to the survey(s) or Survey Results. We reserve the right to, but do not have any obligation to, remove, block, edit or modify any User Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if we are concerned that you may have violated these terms), or for no reason at all.
Rules of Conduct. As a condition of use, you agree not to use the survey for any purpose that is prohibited by these terms. You are responsible for all of your activity in connection with the survey. You represent, warrant and covenant that you shall not (and shall not permit any third party to) either take any action with respect to, or upload, download, post, submit or otherwise distribute or facilitate distribution of, any content in the survey, including without limitation any User Content, that: (a) is based on your knowledge of any material non-public information (including information of or about you or your activities or those of your clients) or constitute material, non-public information (including information of or about you or your activities); (b) will be part of an effort to manipulate any market or price, including through subsequent dissemination of content (including Survey Results) or related information. You recognize that we will not be aware of the use that will be made by you in your business or otherwise of any content or related information after submission of such content to the survey. Accordingly, you agree that we will rely on you to ensure that no content will be submitted if trading by us based on such content could reasonably be expected to adversely affect trading by others based on a contemplated subsequent dissemination of the content or information related to the content (including Survey Results); (c) is in violation of your employer’s compliance policies; (d) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (e) you know or have reason to believe is false, misleading, untruthful or inaccurate; (f) impersonates any person or entity, including any of our employees or representatives; or (g) includes anyone’s identification documents or sensitive financial information. You shall not: (x) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the survey or Survey Results (or other accounts, computer systems or networks connected to the survey); (y) run any form of auto-responder or “spam” on the survey; or (z) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the site where the survey is located or “harvest” or “scrape” any Survey Content.
You shall not (directly or indirectly): (i) modify, translate, or otherwise create derivative works of any part of the survey or Survey Content, (ii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (iii) use any portion of the survey, content, Survey Content, or Survey Results or any data presented herein or distributed hereunder to create a site or service that is any way competitive with us or the survey and Survey Results. You shall abide by all applicable local, state, national and international laws and regulations. You shall comply with all applicable security and other procedures imposed by the communications platform through which you submit content.
We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, governmental, exchange, self-regulatory organization, market data vendor or employer request, (ii) enforce these terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
We reserve the right, but do not have the obligation, to access, archive, or monitor any use of the survey, or your use of the survey and your communications to the survey, subject to any use or privacy policies of Qualtrics, LLC. By using the survey, you accept our right to access, archive, and monitor usage to ensure service quality, or to evaluate the survey, the security of the survey, compliance with these terms, compliance with applicable laws, rules or regulations or for any other reason. You agree that our monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which we monitor your usage of the survey and enforce, or fail to enforce, these terms. You further agree that in no event will we be liable for any damages incurred by you as a result of our usage monitoring.
Warranty Disclaimer and Limitation of Liability. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: which users gain access to the survey; what content you access; or how you may interpret or use the content including the Survey Results. You release us from all liability for you having acquired or not acquired content through the survey including Survey Results. We make no representations concerning any content contained in or accessed through the survey, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or content contained in or accessed through the survey including the Survey Results. You acknowledge that the survey is hosted by Qualtrics, LLC, which may provide the following services relating to Two Sigma’s survey: data warehousing, web site hosting, web intercepts, emailing survey invitations, and the analysis of research and surveys. THE SURVEY AND CONTENT INCLUDING SURVEY RESULTS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SURVEY OR SURVEY RESULTS WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SURVEY OR SURVEY RESULTS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SURVEY OR SURVEY RESULTS WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SURVEY AND SURVEY RESULTS IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SURVEY (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION ), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $50.00.
Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the survey, content, Survey Results, or otherwise from your User Content, violation of these terms, or infringement by you, or any third party using your account or identity in the survey, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Governing Law and Jurisdiction. These terms shall be governed by and construed in accordance with the laws of the State of New York, excluding any conflicts or choice of law or principle that might otherwise refer construction or interpretation of these terms to the substantive law of another jurisdiction. You hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the Borough of Manhattan, New York City, for the purposes of adjudicating any matter arising from or in connection with these terms. You hereby appoint the Secretary of State of the State of New York as your agent for service of process in any such proceeding. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THESE TERMS AND CONDITIONS OR USE OF THE SERVICES.
Modification. We reserve the right, in our sole discretion, to modify or replace any of these terms, or change, suspend, or discontinue the survey (including without limitation, the availability of any feature, database, or content, including the Survey Results) at any time without notice or liability. We may also impose limits on certain features and services or restrict your access to parts or all of the survey or Survey Results without notice or liability. It is also your responsibility to check these terms periodically for changes. Your continued use of the survey or Survey Results following notification of any changes to these terms constitutes acceptance of those changes.
Entire Agreement and Severability. These terms are the entire agreement between you and us with respect to the survey, including use of the Survey Results, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the survey or Survey Results other than provisions applicable to you of any Contributing Firm Agreement you or your employer may have entered into. If any provision of these terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Assignment. These terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent, except that the obligation shall inure to your successor(s). We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these terms.
Notices. Unless otherwise specified in these terms, all notices under these terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to pics.support@twosigma.com.
No Waiver. Our failure to enforce any part of these terms shall not constitute a waiver of our right to later enforce that or any other part of these terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
Headings. The section and paragraph headings in these terms are for convenience only and shall not affect their interpretation.

IMPORTANT DISCLAIMER AND DISCLOSURE INFORMATION

This article is offered as-is and as-available, and Two Sigma makes no representations or warranties of any kind concerning the article, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to you. To the extent possible, in no event shall the author(s), Two Sigma or any of its officers, employees or representatives, be liable to you on any legal theory (including, without limitation, negligence) or otherwise for any claims, losses, costs or damages of any kind, including direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of the use of the article, including the information contained herein, even if Two Sigma has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to you.

Links from this website to third-party websites do not imply any endorsement by the third party of this website or of the link; nor do they imply any endorsement by this firm of the third-party website or of the link.

This article is prepared and circulated for informational and educational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities or other instruments. The information contained herein is not intended to provide, and should not be relied upon for investment, accounting, legal or tax advice. This document does not purport to advise you personally concerning the nature, potential, value or suitability of any particular sector, geographic region, security, portfolio of securities, transaction, investment strategy or other matter. No consideration has been given to the specific investment needs or risk-tolerances of any recipient. The recipient is reminded that an investment in any security is subject to a number of risks including the risk of a total loss of capital, and that discussion herein does not contain a list or description of relevant risk factors. As always, past performance is no guarantee of future results. The recipient hereof should make an independent investigation of the information described herein, including consulting its own tax, legal, accounting and other advisors about the matters discussed herein. This report does not constitute any form of invitation or inducement by Two Sigma to engage in investment activity.

Such views (i) may be historic or forward-looking in nature, (ii) reflect significant assumptions and subjective judgments of the author(s) of this document, and (iii) are subject to change without notice. While the information herein was obtained from or based upon sources believed by the author(s) to be reliable, Two Sigma has not independently verified the information and provides no assurance as to its accuracy, reliability, suitability or completeness. Two Sigma may have market views or opinions that materially differ from those discussed, and may have a significant financial interest in (or against) one or more of such positions or theses. In some circumstances, this report may employ data derived from third-party sources.

This report may include certain statements and projections regarding the anticipated future performance of various securities, sectors, or geographic regions. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Factors which could cause actual results to differ materially from those anticipated include, but are not limited to: competitive and general business, economic, market and political conditions in the United States and abroad from those expected; changes in the legal, regulatory and legislative environments in the markets in which Two Sigma operates; and the ability of management to effectively implement certain strategies. Words like “believe,” “expect,” “anticipate,” “promise,” “plan,” and other expressions or words of similar meanings, as well as future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” are generally intended to identify forward-looking statements.

Two Sigma makes no representations, express or implied, regarding the accuracy or completeness of this information, and the recipient accepts all risks in relying on this report for any purpose whatsoever. This report shall remain the property of Two Sigma and Two Sigma reserves the right to require the return of this report at any time.

Terms of use of the Two Sigma Securities, LLC Web Site

Your use of the web sites on which these terms reside (collectively, the “Site”), and the features at this Site are subject to these Terms of Use, which we may update from time to time. Please read these Terms of Use carefully before using this Site. By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Two Sigma, you agree to and are bound by the terms, conditions, policies and notices contained on this page (the “Terms of Use”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of New York law. The Site is owned or controlled by an affiliate of Two Sigma Securities, LLC, Two Sigma Investments, LP and its affiliates (collectively “Two Sigma”). This Site is intended for and applicable only for residents of the United States, age eighteen or older. If you are from another jurisdiction or under 18 year of age you may not use this Site.

1. Ownership, Limited License to Use the Site

2. Usage Parameters

3. No Offer of Securities; No Advice

4. Password-Protected Areas

5. Privacy Policy

6. No Reliance

7. Materials to be Consulted in their Entirety

8. Links to Third Party Web Sites

9. No Offer of Employment

10. No Warranty

11. Limitation of Liability; Indemnification

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

12. General

Both you and Two Sigma acknowledge and agree that no partnership is formed and neither of you nor Two Sigma has the power or the authority to obligate or bind the other.

If Two Sigma fails to act with respect to your breach or anyone else’s breach on any occasion, Two Sigma is not waiving its right to act with respect to future or similar breaches.

Last Updated March 1, 2016

Financial Industry Regulatory Authority BrokerCheck Disclosure Information regarding Two Sigma Securities, LLC and its registered professionals, is available to counterparties and clients, at no charge, via FINRA’s BrokerCheck program. Counterparties and clients can access BrokerCheck online at https://brokercheck.finra.org or by calling FINRA’s hotline at (800) 289-9999.

Disclosure of SEC-Required Order Execution Information

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Two Sigma Securities, LLC is a member of the Securities Investor Protection Corporation (“SIPC”).

Counterparties or clients desiring more information about SIPC, including a brochure entitled How SIPC Protects You, may contact SIPC as follows:

Securities Investor Protection Corporation

805 15th St. NW
Suite 800 Washington, DC 20005-2215
Tel: (202) 371-8300
Fax: (202) 371-6728
Email: asksipc@sipc.org Website: www.sipc.org

Two Sigma Securities, LLC (“Two Sigma Securities”) has created a Business Continuity Plan that outlines how we plan to respond to events that may significantly disrupt our business. It is important that Two Sigma Securities be flexible in responding to events as they take place, due to the unpredictable timing and impact of disasters and disruptions. The Business Continuity Plan is designed to enable us to meet our existing obligations to our customers and to address existing relationships with other broker-dealers and counterparties.

OUR BUSINESS CONTINUITY PLAN

We seek to quickly recover after a significant business disruption by safeguarding our employees and property, making a financial and operational assessment, protecting our books and records, and allowing our customers and counterparties to transact business.

Our Business Continuity Plan addresses the following areas, including, but not limited to: data backup and recovery; mission critical systems; financial and operational assessments; alternative communications with customers, counterparties, employees, and regulators; alternate physical location of employees; critical business constituent, bank and counterparty impact; and regulatory reporting.

Significant business disruptions can vary in their scope, such as disruptions to Two Sigma Securities only, a building which houses our firm or the business district, city or region in which our firm is located. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption to Two Sigma Securities, a building housing our firm or the business district in which our firm is located, we aim to be operational within 4 hours of the disruption(s). Disruptions affecting the city or the entire region in which Two Sigma Securities is located may require us to move staff and operations to an alternative site and recover and resume business as soon as possible. In either situation, we will provide notice to you regarding how to contact us via email, telephone, or through the website as soon as possible. If the significant business disruption is so severe that it prevents us from remaining in business, we will notify our customers and counterparties as soon as possible so that our counterparties will have the option to seek an alternative executing broker. Two Sigma Securities does not custody any assets for any customers or clear or settle trades as all non-broker dealer transactions are cleared on a DVP/RVP basis. All transactions are cleared and settle through a third party and Two Sigma Securities is subject to disruptions that may impact our clearing broker’s ability to clear our trades. Our clearing broker also maintains a Business Continuity Plan that is designed to minimize the impact of significant business disruptions.

While TSS has employed significant steps to develop, implement and maintain a reasonable BCP, TSS cannot guarantee its systems will absolutely recover after a significant business disruption. TSS regularly monitors and assesses its BCP. This Summary is intended to satisfy the disclosure requirements set forth in FINRA Rule 4370.

CONTACT US

If you have any questions regarding our Business Continuity Plan, please contact your Two Sigma Securities representative.

MIFIDPRU Disclosures

TERMS OF USE OF THE TWO SIGMA VENTURES, LP WEB SITE

By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Two Sigma Ventures, LP (“Two Sigma Ventures”) you agree to and are bound by the terms, conditions, policies and notices contained on this page (the “Terms of Use”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of New York law. The Site is owned or controlled by Two Sigma Ventures. This Site is intended for and applicable only for residents of the United States, age eighteen or older. If you are from another jurisdiction or under 18 year of age you may not use this Site.

Two Sigma Ventures reserves the right to change these Terms of Use without notice at any time. Your use of this Site after we post any changes to these Terms of Use constitutes your agreement to those changes. Any such change to these Terms of Use shall be effective upon posting to the Site. Accordingly, you agree to periodically review these Terms of Use when accessing or using the Site.

You acknowledge and agree that Two Sigma Ventures may temporarily or permanently restrict, suspend or terminate the Two Sigma Ventures or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of these Terms of Use as determined in Two Sigma Ventures’ sole and absolute discretion, and without prior notice or liability. Two Sigma Ventures will not be liable to you or any third party for any termination of your access to or use of the Site or any content you may have posted on the Site. You agree that you do not have any rights in this Site.

1. OWNERSHIP, LIMITED LICENSE TO USE THE SITE

Two Sigma Ventures owns and maintains this Site. All information contained in this Site is intended solely for the use of those persons who have been granted permission to use this Site and who have agreed to these Terms.

Content on this Site that is provided by Two Sigma Ventures, its affiliates or its or their licensors, including certain graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including without limitation the name or logo of Two Sigma Ventures, any of its affiliates and/or any other entity described on the Site (“Two Sigma Ventures Content”) is the property of Two Sigma Ventures, its affiliates and its and their licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Except as specifically permitted below, nothing contained in these Terms or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce Two Sigma Ventures Content contained in the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of Two Sigma Ventures and may be used by Two Sigma Ventures and its affiliates for any lawful purpose without restriction, subject to the Privacy Policy. Two Sigma Ventures reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to all material contained in the Site.

Two Sigma Ventures grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial, informational purposes only, and to print pages from the Site only in connection with that use. Except as described in the immediately preceding sentence, you may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from Two Sigma Ventures which may be withheld for any or no reason. You further agree not to download, display or use any Two Sigma Ventures Content located on the Site for use in any publications, in public performances, on websites other than this Site for any other commercial purpose, in connection with products or services that are not those of Two Sigma Ventures, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Two Sigma Ventures, its affiliates and/or its or their licensors, that dilutes the strength of Two Sigma Ventures’, its affiliate’s or its or their licensor’s property, or that otherwise infringes Two Sigma Ventures’, its affiliate’s or its or their licensor’s intellectual property rights. You further agree to in no other way misuse any Two Sigma Ventures Content or third party content that appears on this Site.

2. USAGE PARAMETERS

Prohibited Uses. In addition to the other limitations discussed in these Terms of Use, because all servers have limited capacity and are used by many people, the following requirements apply to your use of the Site: (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Site for any commercial purpose not expressly approved by Company in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment; (g) you may not use the Site in any manner that could damage or overburden any server of Two Sigma Ventures or its affiliates, or any network connected to any Two Sigma Ventures or Two Sigma Ventures affiliate server; (h) you may not use the Site in any manner that would interfere with any other party’s use of the Site; and (i) you may not use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with the business of Two Sigma Ventures or its affiliates.

Usage Monitoring. Two Sigma Ventures reserves the right, but does not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site. Any personal information collected during such monitoring will be used in accordance with Two Sigma Ventures’ then-current privacy policy. By using the Site, you accept Two Sigma Ventures’ right to access, archive, and/or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, and compliance with these Terms of Use, compliance with applicable laws, rules or regulations or for any other reason. You agree that Two Sigma Ventures’ monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Two Sigma Ventures monitors your Site usage and enforces, or fails to enforce, these Terms of Use. You further agree that in no event will Two Sigma Ventures or any of its affiliates be liable for any damages incurred by you as a result of Two Sigma Ventures’ usage monitoring.

Unsolicited Ideas. Two Sigma Ventures always welcomes consumer feedback and appreciates your interest in sharing your thoughts with the Two Sigma Ventures. However, it is Two Sigma Ventures’ policy not to accept or consider unsolicited ideas from outside Two Sigma Ventures and its affiliates, including ideas for new or improved products or packaging, technologies, product names, or promotion or marketing strategies. Should you submit an idea to Two Sigma Ventures, despite Two Sigma Ventures’ policy, Two Sigma Ventures will treat the information as non-confidential and non-proprietary and Two Sigma Ventures and its affiliates will be free to use the information for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.

3. NO OFFER OF SECURITIES; NO ADVICE

THIS SITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY TWO SIGMA VENTURES OR ANY TWO SIGMA VENTURES AFFILIATE OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY TWO SIGMA VENTURES OR ANY TWO SIGMA VENTURES AFFILIATE. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF EACH SUCH INVESTMENT FUND AS DETERMINED FROM TIME TO TIME BY TWO SIGMA VENTURES IN ITS SOLE AND ABSOLUTE DISCRETION.

Such requirements may include, among other things, qualifying as an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended; a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a “qualified eligible person” within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a “qualified purchaser” within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. Access to information about the investment funds managed by, or advisory services offered by, Two Sigma Ventures is similarly limited to investors who meet the applicable investor suitability, experience and sophistication requirements. You acknowledge that participation in investment funds is speculative in nature, involves a high degree of risk and is intended only for experienced and sophisticated investors.

This Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as a recommendation, by Two Sigma Ventures, any affiliate of Two Sigma Ventures or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.

4. PASSWORD-PROTECTED AREAS

Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Two Sigma Ventures. Such passwords will only be issued to current investors in an investment fund sponsored or managed by Two Sigma Ventures, or to prospective investors who are eligible to receive a Confidential Offering Memorandum for one or more of those investment funds or their respective agents and designees. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by Two Sigma Ventures. Users of the Site acknowledge that past performance is not necessarily indicative of future results. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by Two Sigma Ventures for their specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

During any registration process, you must provide complete and accurate information about yourself during the registration process. It is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility. You may not have a user name or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable. You are solely responsible for maintaining the confidentiality of your password and account. Additionally, you are solely responsible for any and all activities that occur under your account. You agree to notify Two Sigma Ventures immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate or disclose any user name, ID, password, or other information that provides you access to the Site. Two Sigma Ventures is not liable for any loss that you may incur as a result of the unauthorized use of your password or account, either with or without your knowledge.

5. PRIVACY POLICY

Two Sigma Ventures’ Privacy Policy posted on this website applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. Please read our Privacy Policy for more information about our information collection, use practices and our use of cookies. Your use of this Site signifies your consent to those practices and use.

6. NO RELIANCE

While Two Sigma Ventures uses reasonable efforts to update the information contained in the Site, Two Sigma Ventures makes no representations or warranties as to the accuracy, reliability or completeness of any information, Two Sigma Ventures Content, or User content, at or on the Site. Any content of the Site is subject to change without notice. As noted above, permission by Two Sigma Ventures to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice. You acknowledge that any reliance on such material or systems will be at your own risk. Two Sigma Ventures makes no representations regarding the amount of time that any Two Sigma Ventures Content or User Content will be preserved.

7. MATERIALS TO BE CONSULTED IN THEIR ENTIRETY

Neither Two Sigma Ventures, nor any affiliate of Two Sigma Ventures endorses, verifies, evaluates or guarantees any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Two Sigma Ventures or any of its affiliates without the prior review and written approval of Two Sigma Ventures.

8. LINKS TO THIRD PARTY WEB SITES

Two Sigma Ventures has not reviewed any of the websites that may be linked to the Site, and is not responsible for the content of off-site pages or any other website linked or linking to this Site. Two Sigma Ventures and its affiliates are not responsible for the privacy practices of such other websites. Your linking to or use of any websites other than this Site is at your own risk. Two Sigma Ventures ‘s inclusion of links to other websites does not imply any endorsement of any kind by Two Sigma Ventures or any of its affiliates of the material located on or linked to by such websites and should not be deemed as such by any user of the Site. Two Sigma Ventures and its affiliates disclaim any responsibility for the products or services offered or the information contained on any websites other than this Site.

9. NO OFFER OF EMPLOYMENT

The Site does not constitute an offer or promise of employment with respect to any employment position described on this Site. Without notice, Two Sigma Ventures may eliminate, modify or change any aspects of any employment position described on the Site. This Site does not provide binding employment offers or any terms or conditions of employment. Any employment offer that may ensue as a result of your submission of information to Two Sigma Ventures shall be solely in accordance with the specific terms of such employment offer, not the terms of the Site.

10. NO WARRANTY

TWO SIGMA VENTURES, AFFILIATES OF TWO SIGMA VENTURES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, TWO SIGMA VENTURES CONTENT, OR USER CONTENT AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. THIS SITE AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. TWO SIGMA VENTURES, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, TWO SIGMA VENTURES CONTENT, USER CONTENT, ANY MATTER RELATED TO THE SITE AND SUCH INFORMATION AND MATERIALS ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. TWO SIGMA VENTURES EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE OR THE INFORMATION AND MATERIALS CONTAINED THEREIN.

TWO SIGMA VENTURES, AFFILIATES OF TWO SIGMA VENTURES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS. TWO SIGMA VENTURES, AFFILIATES OF TWO SIGMA VENTURES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE SITE.

11. LIMITATION OF LIABILITY; INDEMNIFICATION

IN NO EVENT SHALL TWO SIGMA VENTURES, AFFILIATES OF TWO SIGMA VENTURES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO ACCESS AND/OR USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) TWO SIGMA VENTURES CONTENT, USER CONTENT, OR ANY OTHER INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE ACCESS TO AND/OR USE OF THE SITE; NOR SHALL TWO SIGMA VENTURES, AFFILIATES OF TWO SIGMA VENTURES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND TWO SIGMA VENTURES’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS APPLY EVEN IF TWO SIGMA VENTURES, ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, NONE OF TWO SIGMA VENTURES, AFFILIATES OF TWO SIGMA VENTURES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES WILL BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS. SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF TWO SIGMA VENTURES, AFFILIATES OF TWO SIGMA VENTURES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. IN NO EVENT SHALL TWO SIGMA VENTURES’S AND ITS AFFILIATES’ AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE OR $50, WHICHEVER AMOUNT IS LOWER.

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of Two Sigma Ventures, and affiliate of Two Sigma Ventures or any of its or their officers, directors, members, principals, investors, clients, agents or employees or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

You hereby agree, at your own expense, to indemnify, defend and hold Two Sigma Ventures, affiliates of Two Sigma Ventures and its and their officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. Two Sigma Ventures reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Two Sigma Ventures.

12. GENERAL

Both you and Two Sigma Ventures acknowledge and agree that no partnership is formed and neither of you nor Two Sigma Ventures has the power or the authority to obligate or bind the other.

Any notice to Two Sigma Ventures shall be given in writing and sent by registered mail to Two Sigma Ventures, LP, 101 Avenue of the Americas, 17th Floor, New York, NY 10013, Attention: Matthew B. Siano, Esq., General Counsel, or at such successor address as designated by Two Sigma Ventures in its sole discretion from time to time.

The failure of Two Sigma Ventures to comply with these Terms of Use because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Two Sigma Ventures, shall not be deemed a breach of these Terms of Use.

If Two Sigma Ventures fails to act with respect to your breach or anyone else’s breach on any occasion, Two Sigma Ventures is not waiving its right to act with respect to future or similar breaches.

Last Updated December 30, 2019

Effective Date: December 30, 2019

THIS COOKIE POLICY APPLIES TO THIS WEBSITE.

Cookies

This Policy describes how and why Two Sigma Ventures, LP (“we”, “us” or “our”) uses cookies on the web sites on which these terms reside (collectively, the “Site”). To make our Site work properly, we sometimes place small data files (called cookies) on your computer or mobile device.

What are cookies?

A cookie is a small text file that a website saves on your computer or mobile device when you visit a website. It enables the website to remember your actions and preferences (such as login, language, font size and other display preferences) over a period of time, so you don’t have to keep re-entering them whenever you come back to the website or browse from one page to another. To learn more about cookies, please visit aboutcookies.org.

What are cookies used for?

We use cookies on our Site to personalize your experience on our Site and to make your future activities and experience on our Site more efficient. We also use cookies to track, compile and analyze usage, navigational and other statistical information that allow us to understand how people use our Site, and to help us improve the structure and content of our Site.

What types of cookies do we use?

We use two types of cookies on our Site: session cookies and persistent cookies. A session cookie is a temporary cookie that remains on your device until you leave our Site. Session cookies are essential to make our Site work correctly, as they enable you to move around our Site and use our features. A persistent cookie remains on your device for much longer, or until you manually delete it (how long the cookie remains on your device will depend on the duration or “lifetime” of the specific cookie and your browser settings). Persistent cookies help us recognize you as a return user of our Site so it’s easier and convenient to return to and interact with our Site. In addition, persistent cookies also help us recognize and record information about your web browsing habits during the lifetime of the persistent cookie.

We use different types of analytical cookies that allow us to provide you with more efficient and contextual support and that also provide us with data around your usage of the Site that we may use to improve the Site but also to benefit our business and the businesses of our affiliates, including with respect to business purposes unrelated to the Site.

What third-party cookies do we use?

We may also work with third-party service providers who may set cookies on our Site. These third-party service providers help us track and analyze your use of our Site and to optimize our Site and improve your experience. These third-party service providers are responsible for the cookies they set on our Site. We do not control the dissemination of these cookies. We are not responsible for these third party sites or the content of such third party sites. Once you have left our Site, we cannot be responsible for the protection and privacy of any information of which you provide. If you want further information please go to the website for the relevant third-party service provider.

How to control cookies?

If you continue to use our Site without changing your settings, we will assume that you are happy to receive all cookies on our Site. You can control and/or delete cookies as you wish. For details see aboutcookies.org.

You can delete all cookies that are already on your computer and you can set most browsers to prevent them from being placed. If you do this, however, you may have to manually adjust some preferences every time you visit our Site and functionalities may not work.

Contact us

If you have any concerns about the way we use cookies, or if you have any questions, please email us at Legal@twosigma.com.

By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Two Sigma Impact, a business of TSPI, LP (“Two Sigma Impact”) you agree to and are bound by the terms, conditions, policies and notices contained on this page (the “Terms of Use”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of New York law. The Site is owned or controlled by Two Sigma Impact. This Site is intended for and applicable only for residents of the United States, age eighteen or older. If you are from another jurisdiction or under 18 years of age you may not use this Site.

Two Sigma Impact reserves the right to change these Terms of Use without notice at any time. Your use of this Site after we post any changes to these Terms of Use constitutes your agreement to those changes. Any such change to these Terms of Use shall be effective upon posting to the Site. Accordingly, you agree to periodically review these Terms of Use when accessing or using the Site.

You acknowledge and agree that Two Sigma Impact may temporarily or permanently restrict, suspend or terminate the Two Sigma Impact or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of these Terms of Use as determined in Two Sigma Impact’s sole and absolute discretion, and without prior notice or liability. Two Sigma Impact will not be liable to you or any third party for any termination of your access to or use of the Site or any content you may have posted on the Site. You agree that you do not have any rights in this Site.

1 OWNERSHIP, LIMITED LICENSE TO USE THE SITE

Two Sigma Impact owns and maintains this Site. All information contained in this Site is intended solely for the use of those persons who have been granted permission to use this Site and who have agreed to these Terms.

Content on this Site that is provided by Two Sigma Impact, its affiliates or its or their licensors, including certain graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including, without limitation, the name or logo of Two Sigma Impact, any of its affiliates and/or any other entity described on the Site (“Two Sigma Impact Content”) is the property of Two Sigma Impact, its affiliates and its and their licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Except as specifically permitted below, nothing contained in these Terms or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce Two Sigma Impact Content contained in the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of Two Sigma Impact and may be used by Two Sigma Impact and its affiliates for any lawful purpose without restriction, subject to the Privacy Policy. Two Sigma Impact reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to all material contained in the Site.

Two Sigma Impact grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial, informational purposes only, and to print pages from the Site only in connection with that use. Except as described in the immediately preceding sentence, you may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from Two Sigma Impact which may be withheld for any or no reason. You further agree not to download, display or use any Two Sigma Impact Content located on the Site for use in any publications, in public performances, on websites other than this Site for any other commercial purpose, in connection with products or services that are not those of Two Sigma Impact, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Two Sigma Impact, its affiliates and/or its or their licensors, that dilutes the strength of Two Sigma Impact’s, its affiliate’s or its or their licensor’s property, or that otherwise infringes Two Sigma Impact’s, its affiliate’s or its or their licensor’s intellectual property rights. You further agree to in no other way misuse any Two Sigma Impact Content or third party content that appears on this Site.

2 USAGE PARAMETERS

Prohibited Uses. In addition to the other limitations discussed in these Terms of Use, because all servers have limited capacity and are used by many people, the following requirements apply to your use of the Site: (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Site for any commercial purpose not expressly approved by Company in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment; (g) you may not use the Site in any manner that could damage or overburden any server of Two Sigma Impact or its affiliates, or any network connected to any Two Sigma Impact or Two Sigma Impact affiliate server; (h) you may not use the Site in any manner that would interfere with any other party’s use of the Site; and (i) you may not use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with the business of Two Sigma Impact or its affiliates.

Means of Access. The Site is generally intended to be viewed by a conventional Web browser. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, ad you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data. You are responsible for obtaining and maintaining all equipment, services and other materials that you need to access and use the Site. You may not use any data mining, robots or similar data gathering and extraction programs or methods, whether automated or manual, to access, acquire, copy or monitor any portion of the Site or any data and content found on the Site, unless such devices or methods are expressly approved in advance by Two Sigma Impact in writing.

Usage Monitoring. Two Sigma Impact reserves the right, but does not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site. Any personal information collected during such monitoring will be used in accordance with Two Sigma Impact’s then-current privacy policy. By using the Site, you accept Two Sigma Impact’s right to access, archive, and/or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, compliance with applicable laws, rules or regulations or for any other reason. You agree that Two Sigma Impact’s monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Two Sigma Impact monitors your Site usage and enforces, or fails to enforce, these Terms of Use. You further agree that in no event will Two Sigma Impact or any of its affiliates be liable for any damages incurred by you as a result of Two Sigma Impact’s usage monitoring.

Unsolicited Ideas. Two Sigma Impact always welcomes consumer feedback and appreciates your interest in sharing your thoughts with Two Sigma Impact. However, it is Two Sigma Impact’s policy not to accept or consider unsolicited ideas from outside Two Sigma Impact and its affiliates, including ideas for new or improved products or packaging, technologies, product names, or promotion or marketing strategies. Should you submit an idea to Two Sigma Impact, despite Two Sigma Impact’s policy, Two Sigma Impact will treat the information as non-confidential and non-proprietary and Two Sigma Impact and its affiliates will be free to use the information for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.

3 NO OFFER OF SECURITIES; NO ADVICE

THIS SITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY TWO SIGMA IMPACT OR ANY TWO SIGMA IMPACT AFFILIATE OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY TWO SIGMA IMPACT OR ANY TWO SIGMA IMPACT AFFILIATE. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF EACH SUCH INVESTMENT FUND AS DETERMINED FROM TIME TO TIME BY TWO SIGMA IMPACT IN ITS SOLE AND ABSOLUTE DISCRETION.

Such requirements may include, among other things, qualifying as an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended; a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a “qualified eligible person” within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a “qualified purchaser” within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. Access to information about the investment funds managed by, or advisory services offered by, Two Sigma Impact is similarly limited to investors who meet the applicable investor suitability, experience and sophistication requirements. You acknowledge that participation in investment funds is speculative in nature, involves a high degree of risk and is intended only for experienced and sophisticated investors.

This Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as a recommendation, by Two Sigma Impact, any affiliate of Two Sigma Impact or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.

4 PASSWORD-PROTECTED AREAS

Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Two Sigma Impact. Such passwords will only be issued to current investors in an investment fund sponsored or managed by Two Sigma Impact, or to prospective investors who are eligible to receive a Confidential Offering Memorandum for one or more of those investment funds or their respective agents and designees. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by Two Sigma Impact. Users of the Site acknowledge that past performance is not necessarily indicative of future results. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by Two Sigma Impact for their specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

During any registration process, you must provide complete and accurate information about yourself during the registration process. It is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility. You may not have a username or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable. You are solely responsible for maintaining the confidentiality of your password and account. Additionally, you are solely responsible for any and all activities that occur under your account. You agree to notify Two Sigma Impact immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate or disclose any username, ID, password, or other information that provides you access to the Site. Two Sigma Impact is not liable for any loss that you may incur as a result of the unauthorized use of your password or account, either with or without your knowledge.

5 PRIVACY POLICY

Two Sigma Impact’s Privacy Policy posted on this website applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. Please read our Privacy Policy for more information about our information collection, use practices and our use of cookies. Your use of this Site signifies your consent to those practices and use.

6 NO RELIANCE

While Two Sigma Impact uses reasonable efforts to update the information contained in the Site, Two Sigma Impact makes no representations or warranties as to the accuracy, reliability or completeness of any information, Two Sigma Impact Content, or User content, at or on the Site. Any content of the Site is subject to change without notice. As noted above, permission by Two Sigma Impact to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice. You acknowledge that any reliance on such material or systems will be at your own risk. Two Sigma Impact makes no representations regarding the amount of time that any Two Sigma Impact Content or User Content will be preserved.

7 MATERIALS TO BE CONSULTED IN THEIR ENTIRETY

Neither Two Sigma Impact, nor any affiliate of Two Sigma Impact endorses, verifies, evaluates or guarantees any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Two Sigma Impact or any of its affiliates without the prior review and written approval of Two Sigma Impact.

8 LINKS TO THIRD PARTY WEB SITES

Two Sigma Impact has not reviewed any of the websites that may be linked to the Site and is not responsible for the content of off-site pages or any other website linked or linking to this Site. Two Sigma Impact and its affiliates are not responsible for the privacy practices of such other websites. Your linking to or use of any websites other than this Site is at your own risk. Two Sigma Impact‘s inclusion of links to other websites does not imply any endorsement of any kind by Two Sigma Impact or any of its affiliates of the material located on or linked to by such websites and should not be deemed as such by any user of the Site. Two Sigma Impact and its affiliates disclaim any responsibility for the products or services offered or the information contained on any websites other than this Site.

9 NO OFFER OF EMPLOYMENT

The Site does not constitute an offer or promise of employment with respect to any employment position described on this Site. Without notice, Two Sigma Impact may eliminate, modify or change any aspects of any employment position described on the Site. This Site does not provide binding employment offers or any terms or conditions of employment. Any employment offer that may ensue as a result of your submission of information to Two Sigma Impact shall be solely in accordance with the specific terms of such employment offer, not the terms of the Site.

10 NO WARRANTY

TWO SIGMA IMPACT, AFFILIATES OF TWO SIGMA IMPACT AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, TWO SIGMA IMPACT CONTENT, OR USER CONTENT AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. THIS SITE AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. TWO SIGMA IMPACT, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, TWO SIGMA IMPACT CONTENT, USER CONTENT, ANY MATTER RELATED TO THE SITE AND SUCH INFORMATION AND MATERIALS ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. TWO SIGMA IMPACT EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE OR THE INFORMATION AND MATERIALS CONTAINED THEREIN.

TWO SIGMA IMPACT, AFFILIATES OF TWO SIGMA IMPACT AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS. TWO SIGMA IMPACT, AFFILIATES OF TWO SIGMA IMPACT AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE SITE.

11 LIMITATION OF LIABILITY; INDEMNIFICATION

IN NO EVENT SHALL TWO SIGMA IMPACT, AFFILIATES OF TWO SIGMA IMPACT AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO ACCESS AND/OR USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) TWO SIGMA IMPACT CONTENT, USER CONTENT, OR ANY OTHER INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE ACCESS TO AND/OR USE OF THE SITE; NOR SHALL TWO SIGMA IMPACT, AFFILIATES OF TWO SIGMA IMPACT AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND TWO SIGMA IMPACT’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS APPLY EVEN IF TWO SIGMA IMPACT, ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, NONE OF TWO SIGMA IMPACT, AFFILIATES OF TWO SIGMA IMPACT AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES WILL BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS. SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF TWO SIGMA IMPACT, AFFILIATES OF TWO SIGMA IMPACT AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. IN NO EVENT SHALL TWO SIGMA IMPACT’S AND ITS AFFILIATES’ AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE OR $50, WHICHEVER AMOUNT IS LOWER.

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of Two Sigma Impact, and affiliate of Two Sigma Impact or any of its or their officers, directors, members, principals, investors, clients, agents or employees or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

You hereby agree, at your own expense, to indemnify, defend and hold Two Sigma Impact, affiliates of Two Sigma Impact and its and their officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. Two Sigma Impact reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Two Sigma Impact.

12 GENERAL

Both you and Two Sigma Impact acknowledge and agree that no partnership is formed and neither of you nor Two Sigma Impact has the power or the authority to obligate or bind the other.

Any notice to Two Sigma Impact shall be given in writing and sent by registered mail to TSPI, LP, 100 Avenue of the Americas, 16th Floor, New York, NY 10013, Attention: Matthew B. Siano, Esq., General Counsel, or at such successor address as designated by Two Sigma Impact in its sole discretion from time to time.

The failure of Two Sigma Impact to comply with these Terms of Use because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Two Sigma Impact, shall not be deemed a breach of these Terms of Use.

If Two Sigma Impact fails to act with respect to your breach or anyone else’s breach on any occasion, Two Sigma Impact is not waiving its right to act with respect to future or similar breaches.

Last Updated: November 20, 2020

By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Sightway Capital, a business of TSPI, LP (“Sightway”) you agree to and are bound by the terms, conditions, policies and notices contained on this page (the “Terms of Use”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of New York law. The Site is owned or controlled by Sightway. This Site is intended for and applicable only for residents of the United States, age eighteen or older. If you are from another jurisdiction or under 18 years of age you may not use this Site.

Sightway reserves the right to change these Terms of Use without notice at any time. Your use of this Site after we post any changes to these Terms of Use constitutes your agreement to those changes. Any such change to these Terms of Use shall be effective upon posting to the Site. Accordingly, you agree to periodically review these Terms of Use when accessing or using the Site.

You acknowledge and agree that Sightway may temporarily or permanently restrict, suspend or terminate the Sightway or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of these Terms of Use as determined in Sightway’s sole and absolute discretion, and without prior notice or liability. Sightway will not be liable to you or any third party for any termination of your access to or use of the Site or any content you may have posted on the Site. You agree that you do not have any rights in this Site.

1 OWNERSHIP, LIMITED LICENSE TO USE THE SITE

Sightway owns and maintains this Site. All information contained in this Site is intended solely for the use of those persons who have been granted permission to use this Site and who have agreed to these Terms.

Content on this Site that is provided by Sightway, its affiliates or its or their licensors, including certain graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including, without limitation, the name or logo of Sightway, any of its affiliates and/or any other entity described on the Site (“Sightway Content”) is the property of Sightway, its affiliates and its and their licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Except as specifically permitted below, nothing contained in these Terms or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce Sightway Content contained in the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of Sightway and may be used by Sightway and its affiliates for any lawful purpose without restriction, subject to the Privacy Policy. Sightway reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to all material contained in the Site.

Sightway grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial, informational purposes only, and to print pages from the Site only in connection with that use. Except as described in the immediately preceding sentence, you may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from Sightway which may be withheld for any or no reason. You further agree not to download, display or use any Sightway Content located on the Site for use in any publications, in public performances, on websites other than this Site for any other commercial purpose, in connection with products or services that are not those of Sightway, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Sightway, its affiliates and/or its or their licensors, that dilutes the strength of Sightway’s, its affiliate’s or its or their licensor’s property, or that otherwise infringes Sightway’s, its affiliate’s or its or their licensor’s intellectual property rights. You further agree to in no other way misuse any Sightway Content or third party content that appears on this Site.

2 USAGE PARAMETERS

Prohibited Uses. In addition to the other limitations discussed in these Terms of Use, because all servers have limited capacity and are used by many people, the following requirements apply to your use of the Site: (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Site for any commercial purpose not expressly approved by Company in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment; (g) you may not use the Site in any manner that could damage or overburden any server of Sightway or its affiliates, or any network connected to any Sightway or Sightway affiliate server; (h) you may not use the Site in any manner that would interfere with any other party’s use of the Site; and (i) you may not use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with the business of Sightway or its affiliates.

Usage Monitoring. Sightway reserves the right, but does not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site. Any personal information collected during such monitoring will be used in accordance with Sightway’s then-current privacy policy. By using the Site, you accept Sightway’s right to access, archive, and/or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, compliance with applicable laws, rules or regulations or for any other reason. You agree that Sightway’s monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Sightway monitors your Site usage and enforces, or fails to enforce, these Terms of Use. You further agree that in no event will Sightway or any of its affiliates be liable for any damages incurred by you as a result of Sightway’s usage monitoring.

Unsolicited Ideas. Sightway always welcomes consumer feedback and appreciates your interest in sharing your thoughts with Sightway. However, it is Sightway’s policy not to accept or consider unsolicited ideas from outside Sightway and its affiliates, including ideas for new or improved products or packaging, technologies, product names, or promotion or marketing strategies. Should you submit an idea to Sightway, despite Sightway’s policy, Sightway will treat the information as non-confidential and non-proprietary and Sightway and its affiliates will be free to use the information for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.

3 NO OFFER OF SECURITIES; NO ADVICE

THIS SITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY SIGHTWAY OR ANY SIGHTWAY AFFILIATE OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY SIGHTWAY OR ANY SIGHTWAY AFFILIATE. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF EACH SUCH INVESTMENT FUND AS DETERMINED FROM TIME TO TIME BY SIGHTWAY IN ITS SOLE AND ABSOLUTE DISCRETION.

Such requirements may include, among other things, qualifying as an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended; a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a “qualified eligible person” within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a “qualified purchaser” within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. Access to information about the investment funds managed by, or advisory services offered by, Sightway is similarly limited to investors who meet the applicable investor suitability, experience and sophistication requirements. You acknowledge that participation in investment funds is speculative in nature, involves a high degree of risk and is intended only for experienced and sophisticated investors.

This Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as a recommendation, by Sightway, any affiliate of Sightway or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.

4 PASSWORD-PROTECTED AREAS

Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Sightway. Such passwords will only be issued to current investors in an investment fund sponsored or managed by Sightway, or to prospective investors who are eligible to receive a Confidential Offering Memorandum for one or more of those investment funds or their respective agents and designees. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by Sightway. Users of the Site acknowledge that past performance is not necessarily indicative of future results. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by Sightway for their specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

During any registration process, you must provide complete and accurate information about yourself during the registration process. It is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility. You may not have a user name or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable. You are solely responsible for maintaining the confidentiality of your password and account. Additionally, you are solely responsible for any and all activities that occur under your account. You agree to notify Sightway immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate or disclose any user name, ID, password, or other information that provides you access to the Site. Sightway is not liable for any loss that you may incur as a result of the unauthorized use of your password or account, either with or without your knowledge.

5 PRIVACY POLICY

Sightway’s Privacy Policy posted on this website applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. Please read our Privacy Policy for more information about our information collection, use practices and our use of cookies. Your use of this Site signifies your consent to those practices and use.

6 NO RELIANCE

While Sightway uses reasonable efforts to update the information contained in the Site, Sightway makes no representations or warranties as to the accuracy, reliability or completeness of any information, Sightway Content, or User content, at or on the Site. Any content of the Site is subject to change without notice. As noted above, permission by Sightway to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice. You acknowledge that any reliance on such material or systems will be at your own risk. Sightway makes no representations regarding the amount of time that any Sightway Content or User Content will be preserved.

7 MATERIALS TO BE CONSULTED IN THEIR ENTIRETY

Neither Sightway, nor any affiliate of Sightway endorses, verifies, evaluates or guarantees any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Sightway or any of its affiliates without the prior review and written approval of Sightway.

8 LINKS TO THIRD PARTY WEB SITES

Sightway has not reviewed any of the websites that may be linked to the Site and is not responsible for the content of off-site pages or any other website linked or linking to this Site. Sightway and its affiliates are not responsible for the privacy practices of such other websites. Your linking to or use of any websites other than this Site is at your own risk. Sightway‘s inclusion of links to other websites does not imply any endorsement of any kind by Sightway or any of its affiliates of the material located on or linked to by such websites and should not be deemed as such by any user of the Site. Sightway and its affiliates disclaim any responsibility for the products or services offered or the information contained on any websites other than this Site.

9 NO OFFER OF EMPLOYMENT

The Site does not constitute an offer or promise of employment with respect to any employment position described on this Site. Without notice, Sightway may eliminate, modify or change any aspects of any employment position described on the Site. This Site does not provide binding employment offers or any terms or conditions of employment. Any employment offer that may ensue as a result of your submission of information to Sightway shall be solely in accordance with the specific terms of such employment offer, not the terms of the Site.

10 NO WARRANTY

SIGHTWAY, AFFILIATES OF SIGHTWAY AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, SIGHTWAY CONTENT, OR USER CONTENT AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. THIS SITE AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. SIGHTWAY, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, SIGHTWAY CONTENT, USER CONTENT, ANY MATTER RELATED TO THE SITE AND SUCH INFORMATION AND MATERIALS ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. SIGHTWAY EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE OR THE INFORMATION AND MATERIALS CONTAINED THEREIN.

SIGHTWAY, AFFILIATES OF SIGHTWAY AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS. SIGHTWAY, AFFILIATES OF SIGHTWAY AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE SITE.

11 LIMITATION OF LIABILITY; INDEMNIFICATION

IN NO EVENT SHALL SIGHTWAY, AFFILIATES OF SIGHTWAY AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO ACCESS AND/OR USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) SIGHTWAY CONTENT, USER CONTENT, OR ANY OTHER INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE ACCESS TO AND/OR USE OF THE SITE; NOR SHALL SIGHTWAY, AFFILIATES OF SIGHTWAY AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND SIGHTWAY’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS APPLY EVEN IF SIGHTWAY, ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, NONE OF SIGHTWAY, AFFILIATES OF SIGHTWAY AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES WILL BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS. SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF SIGHTWAY, AFFILIATES OF SIGHTWAY AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. IN NO EVENT SHALL SIGHTWAY’S AND ITS AFFILIATES’ AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE OR $50, WHICHEVER AMOUNT IS LOWER.

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of Sightway, and affiliate of Sightway or any of its or their officers, directors, members, principals, investors, clients, agents or employees or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

You hereby agree, at your own expense, to indemnify, defend and hold Sightway, affiliates of Sightway and its and their officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. Sightway reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Sightway.

12 GENERAL

Both you and Sightway acknowledge and agree that no partnership is formed and neither of you nor Sightway has the power or the authority to obligate or bind the other.

Any notice to Sightway shall be given in writing and sent by registered mail to Sightway Capital, 100 Avenue of the Americas, 16th Floor, New York, NY 10013, Attention: Matthew B. Siano, Esq., General Counsel, or at such successor address as designated by Sightway in its sole discretion from time to time.

The failure of Sightway to comply with these Terms of Use because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Sightway, shall not be deemed a breach of these Terms of Use.

If Sightway fails to act with respect to your breach or anyone else’s breach on any occasion, Sightway is not waiving its right to act with respect to future or similar breaches.

Last Updated November 20, 2020

Terms of use of the Two Sigma Investments, LP Web Site

1. Ownership, Limited License to Use the Site

2. Usage Parameters

3. No Offer of Securities; No Advice

4. Password-Protected Areas

5. Privacy Policy

6. No Reliance

7. Materials to be Consulted in their Entirety

8. Links to Third Party Web Sites

9. No Offer of Employment

10. No Warranty

11. Limitation of Liability; Indemnification

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

12. General

Both you and Two Sigma acknowledge and agree that no partnership is formed and neither of you nor Two Sigma has the power or the authority to obligate or bind the other.

If Two Sigma fails to act with respect to your breach or anyone else’s breach on any occasion, Two Sigma is not waiving its right to act with respect to future or similar breaches.

Last Updated March 1, 2016

By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Two Sigma Real Estate, LP (“TSRE”) you agree to and are bound by the terms, conditions, policies and notices contained on this page (the “Terms of Use”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of New York law. The Site is owned or controlled by Two Sigma Impact. This Site is intended for and applicable only for residents of the United States, age eighteen or older. If you are from another jurisdiction or under 18 years of age you may not use this Site.

TSRE reserves the right to change these Terms of Use without notice at any time. Your use of this Site after we post any changes to these Terms of Use constitutes your agreement to those changes. Any such change to these Terms of Use shall be effective upon posting to the Site. Accordingly, you agree to periodically review these Terms of Use when accessing or using the Site.

You acknowledge and agree that TSRE may temporarily or permanently restrict, suspend or terminate the TSRE or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of these Terms of Use as determined in TSRE’s sole and absolute discretion, and without prior notice or liability. TSRE will not be liable to you or any third party for any termination of your access to or use of the Site or any content you may have posted on the Site. You agree that you do not have any rights in this Site.

1 OWNERSHIP, LIMITED LICENSE TO USE THE SITE

TSRE owns and maintains this Site. All information contained in this Site is intended solely for the use of those persons who have been granted permission to use this Site and who have agreed to these Terms.

Content on this Site that is provided by TSRE, its affiliates or its or their licensors, including certain graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including, without limitation, the name or logo of TSRE, any of its affiliates and/or any other entity described on the Site (“TSRE Content”) is the property of TSRE, its affiliates and its and their licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Except as specifically permitted below, nothing contained in these Terms or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce TSRE Content contained in the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of TSRE and may be used by TSRE and its affiliates for any lawful purpose without restriction, subject to the Privacy Policy. TSRE reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to all material contained in the Site.

TSRE grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial, informational purposes only, and to print pages from the Site only in connection with that use. Except as described in the immediately preceding sentence, you may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from TSRE which may be withheld for any or no reason. You further agree not to download, display or use any TSRE Content located on the Site for use in any publications, in public performances, on websites other than this Site for any other commercial purpose, in connection with products or services that are not those of TSRE, in any other manner that is likely to cause confusion among consumers, that disparages or discredits TSRE, its affiliates and/or its or their licensors, that dilutes the strength of TSRE’s, its affiliate’s or its or their licensor’s property, or that otherwise infringes TSRE’s, its affiliate’s or its or their licensor’s intellectual property rights. You further agree to in no other way misuse any TSRE Content or third party content that appears on this Site.

2 USAGE PARAMETERS

Prohibited Uses. In addition to the other limitations discussed in these Terms of Use, because all servers have limited capacity and are used by many people, the following requirements apply to your use of the Site: (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Site for any commercial purpose not expressly approved by TSRE in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment; (g) you may not use the Site in any manner that could damage or overburden any server of TSRE or its affiliates, or any network connected to any TSRE or TSRE affiliate server; (h) you may not use the Site in any manner that would interfere with any other party’s use of the Site; and (i) you may not use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with the business of TSRE or its affiliates.

Usage Monitoring. TSRE reserves the right, but does not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site. Any personal information collected during such monitoring will be used in accordance with TSRE’s then-current privacy policy. By using the Site, you accept Two Sigma Impact’s right to access, archive, and/or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, compliance with applicable laws, rules or regulations or for any other reason. You agree that TSRE’s monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which TSRE monitors your Site usage and enforces, or fails to enforce, these Terms of Use. You further agree that in no event will TSRE or any of its affiliates be liable for any damages incurred by you as a result of TSRE’s usage monitoring.

Unsolicited Ideas. TSRE always welcomes consumer feedback and appreciates your interest in sharing your thoughts with TSRE. However, it is TSRE’s policy not to accept or consider unsolicited ideas from outside TSRE and its affiliates, including ideas for new or improved products or packaging, technologies, product names, or promotion or marketing strategies. Should you submit an idea to TSRE, despite TSRE’s policy, TSRE will treat the information as non-confidential and non-proprietary and TSRE and its affiliates will be free to use the information for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.

3 NO OFFER OF SECURITIES; NO ADVICE

THIS SITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY TSRE OR ANY TSRE AFFILIATE OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY TSRE OR ANY TSRE AFFILIATE. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF EACH SUCH INVESTMENT FUND AS DETERMINED FROM TIME TO TIME BY TSRE IN ITS SOLE AND ABSOLUTE DISCRETION.

Such requirements may include, among other things, qualifying as an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended; a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a “qualified eligible person” within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a “qualified purchaser” within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. Access to information about the investment funds managed by, or advisory services offered by, TSRE is similarly limited to investors who meet the applicable investor suitability, experience and sophistication requirements. You acknowledge that participation in investment funds is speculative in nature, involves a high degree of risk and is intended only for experienced and sophisticated investors.

This Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as a recommendation, by TSRE, any affiliate of TSRE or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.

4 PASSWORD-PROTECTED AREAS

Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of TSRE. Such passwords will only be issued to current investors in an investment fund sponsored or managed by TSRE, or to prospective investors who are eligible to receive a Confidential Offering Memorandum for one or more of those investment funds or their respective agents and designees. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by TSRE. Users of the Site acknowledge that past performance is not necessarily indicative of future results. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by TSRE for their specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

During any registration process, you must provide complete and accurate information about yourself during the registration process. It is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility. You may not have a username or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable. You are solely responsible for maintaining the confidentiality of your password and account. Additionally, you are solely responsible for any and all activities that occur under your account. You agree to notify TSRE immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate or disclose any username, ID, password, or other information that provides you access to the Site. TSRE is not liable for any loss that you may incur as a result of the unauthorized use of your password or account, either with or without your knowledge.

5 PRIVACY POLICY

TSRE’s Privacy Policy posted on this website applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. Please read our Privacy Policy for more information about our information collection, use practices and our use of cookies. Your use of this Site signifies your consent to those practices and use.

6 NO RELIANCE

While TSRE uses reasonable efforts to update the information contained in the Site, TSRE makes no representations or warranties as to the accuracy, reliability or completeness of any information, TSRE Content, or User content, at or on the Site. Any content of the Site is subject to change without notice. As noted above, permission by TSRE to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice. You acknowledge that any reliance on such material or systems will be at your own risk. TSRE makes no representations regarding the amount of time that any TSRE Content or User Content will be preserved.

7 MATERIALS TO BE CONSULTED IN THEIR ENTIRETY

Neither TSRE, nor any affiliate of TSRE endorses, verifies, evaluates or guarantees any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by TSRE or any of its affiliates without the prior review and written approval of TSRE.

8 LINKS TO THIRD PARTY WEB SITES

TSRE has not reviewed any of the websites that may be linked to the Site and is not responsible for the content of off-site pages or any other website linked or linking to this Site. TSRE and its affiliates are not responsible for the privacy practices of such other websites. Your linking to or use of any websites other than this Site is at your own risk. TSRE’s inclusion of links to other websites does not imply any endorsement of any kind by TSRE or any of its affiliates of the material located on or linked to by such websites and should not be deemed as such by any user of the Site. TSRE and its affiliates disclaim any responsibility for the products or services offered or the information contained on any websites other than this Site.

9 NO OFFER OF EMPLOYMENT

The Site does not constitute an offer or promise of employment with respect to any employment position described on this Site. Without notice, TSRE may eliminate, modify or change any aspects of any employment position described on the Site. This Site does not provide binding employment offers or any terms or conditions of employment. Any employment offer that may ensue as a result of your submission of information to TSRE shall be solely in accordance with the specific terms of such employment offer, not the terms of the Site.

10 NO WARRANTY

TSRE, AFFILIATES OF TSRE AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, TSRE CONTENT, OR USER CONTENT AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. THIS SITE AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. TSRE, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, TSRE CONTENT, USER CONTENT, ANY MATTER RELATED TO THE SITE AND SUCH INFORMATION AND MATERIALS ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. TSRE EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE OR THE INFORMATION AND MATERIALS CONTAINED THEREIN.

TSRE, AFFILIATES OF TSRE AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES FURTHER ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS. TSRE, AFFILIATES OF TSRE AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE SITE.

11 LIMITATION OF LIABILITY; INDEMNIFICATION

IN NO EVENT SHALL TSRE, AFFILIATES OF TSRE AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO ACCESS AND/OR USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) TSRE CONTENT, USER CONTENT, OR ANY OTHER INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE ACCESS TO AND/OR USE OF THE SITE; NOR SHALL TSRE, AFFILIATES OF TSRE AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND TSRE’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS APPLY EVEN IF TSRE, ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, NONE OF TSRE, AFFILIATES OF TSRE AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES WILL BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS. SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF TSRE, AFFILIATES OF TSRE AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. IN NO EVENT SHALL TSRE’S AND ITS AFFILIATES’ AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE OR $50, WHICHEVER AMOUNT IS LOWER.

These limitations of liability will apply regardless of: (i) any negligence or gross negligence of TSRE, and affiliate of TSRE or any of its or their officers, directors, members, principals, investors, clients, agents or employees or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

You hereby agree, at your own expense, to indemnify, defend and hold TSRE, affiliates of TSRE and its and their officers, directors, members, principals, investors, agents and employees harmless from and against any and all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. TSRE reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of TSRE.

12 GENERAL

Both you and TSRE acknowledge and agree that no partnership is formed and neither of you nor TSRE has the power or the authority to obligate or bind the other.

Any notice to TSRE shall be given in writing and sent by registered mail to Two Sigma Real Estate, LP, 100 Avenue of the Americas, 16th Floor, New York, NY 10013, Attention: General Counsel, or at such successor address as designated by TSRE in its sole discretion from time to time.

The failure of TSRE to comply with these Terms of Use because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of TSRE, shall not be deemed a breach of these Terms of Use.

If TSRE fails to act with respect to your breach or anyone else’s breach on any occasion, TSRE is not waiving its right to act with respect to future or similar breaches.

Last Updated: August 29, 2023