TERMS OF USE

General

Subject to these Terms of Use, DISCERN Group, Inc. and/or its affiliates, DISCERN Technologies, Inc., DISCERN Investment Analytics, Inc. and DISCERN Securities, Inc. (collectively and individually, “DISCERN,” “our,” “we,” or “us”), make available on our website certain on-line financial information and services (“Our Service”) intended for institutional users. By using Our Service, you and the entity you are authorized to represent, if any, on whose behalf you are accessing Our Service (any such entity, “your employer”) agree to abide by the terms and conditions set forth in these Terms of Use. If you and your employer (collectively, “you” and “your”) do not agree to these Terms of Use, do not use or access Our Service. Your use of Our Service constitutes your acknowledgment of and assent to be bound by these Terms of Use. The Terms of Use may be amended from time to time. Your usage of Our Service, constitutes your acceptance of the most recently posted Terms of Use.

Unless there is another written agreement between you and us that covers your use of part or all of Our Service, this is the entire agreement between you and us. If there is another written agreement between you and us that covers your use of part of Our Service, these Terms of Use cover all other use of Our Service by you. Whenever new products or services become available, your use of them will be under these Terms of Use unless we notify you otherwise or another written agreement covers your use of those new products or services. You must comply with any additional terms which apply to third-party content, software or other services (collectively, “Third-Party Content”). Such additional terms for Third-Party Content will be provided to you before you access such Third-Party Content. In addition, particular portions of our website or features of Our Service may have different or additional terms (“Special Terms”) which will be disclosed to you when you access those locations or features. Such Special Terms are incorporated into these Terms of Use with respect to such locations or features. If there is a conflict between these Terms of Use and the Special Terms, the Special Terms will govern with respect to such locations or features.

Rights of Use

Our Service presents information, data, reports, and other materials and services, communications, transmissions and other items, tangible or intangible, including software, which are referred to as “Material.” You may access and download the Material only as required to view the Material on your web browser for your personal use, keeping all our copyright and other notices on the Material. You may print single copies of insubstantial amounts of Material for your personal use. You may not republish or distribute any Material or do anything else with the Material which is not specifically permitted in these Terms of Use. You agree to comply with all notices and requirements accompanying Third-Party Content. We may terminate your access to Our Service and to the Material at our sole discretion at any time with or without providing notice to you. You may not, nor may you allow others to, directly or indirectly: (a) attempt to or actually disrupt, impair or interfere with, alter or modify Our Service or any Material; or (b) collect or attempt to collect any information of others, including passwords, account or other information.

Securities Regulation and Disclosure

DISCERN Investment Analytics, Inc. is registered as an Investment Adviser with the Securities and Exchange Commission (the “SEC”). However, the SEC has not reviewed, passed on, or endorsed any of the Material or any aspect of Our Services. Generally, DISCERN’s policies prohibit it, and its employees, agents, and certain affiliates, from engaging in any trading or investment activity, or any other action, that might constitute a real or perceived conflict of interest or violation of any duty of confidentiality or other fiduciary responsibility. However, under certain permitted circumstances, we, our employees, our agents, our affiliates, and/or providers of Third-Party Content may invest or otherwise hold an interest in companies or securities mentioned in the Material or on Our Service, unless otherwise noted.

DISCERN Investment Analytics, Inc. is registered as a Commodity Trading Adviser with the Commodity Futures Trading Commission (“CFTC”). However, the CFTC has not reviewed, passed on, or endorsed any of the Material or any aspect of Our Services.

DISCERN Securities, Inc. is a member of FINRA (www.finra.org )and SIPC (www.sipc.org). However, the Material available on Our Service is for informational purposes only and should not be construed as an offer to sell, a solicitation of offers to buy or an endorsement or sponsorship of any company or security.

Website Links

Various links on Our Service will take you out of Our Service. These linked websites are not necessarily under our control. We are not responsible for the contents of any linked page or any other page not under our control. We provide these links only as a convenience; the inclusion of a link does not imply endorsement of that linked website. Linking to any page of this website other than to http://www.discern.com through a plain text link is strictly prohibited in the absence of a separate linking agreement with DISCERN. Any website or other device that links to http://www.discern.com or any page available therein is prohibited from (a) replicating the Material, (b) using a browser or border environment around the Material, (c) implying in any fashion that DISCERN is endorsing it or its products, (d) presenting false or misleading information about DISCERN or its services, and (e) using any logo or mark of DISCERN without express written permission from us.

WE ARE NOT AND WILL NOT BE A PARTY TO ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY EXCEPT PURSUANT TO A WRITTEN AGREEMENT TO WHICH WE AGREE TO BE BOUND, WHETHER OR NOT THAT THIRD PARTY’S WEBSITE IS LINKED FROM OUR SERVICE.

Copyright and Trademarks

Unless specifically stated in conjunction with particular Material, all Material is copyrighted by us. You have no rights in or to the Material and you may not use any Material other than as permitted under these Terms of Use. All trade names, trademarks, service marks and other product and service names and logos on Our Service or in the Material are the proprietary trademarks of their respective owners and are protected by applicable trademark and copyright laws.

Limitation of Liability and Disclaimer of Warranties

You are entirely liable for activities conducted by you or anyone else in connection with your browsing and use of Our Service. If you are dissatisfied with the Material or Our Service or with these Terms of Use, and if there is no other applicable written agreement between you and DISCERN, your sole and exclusive remedy is to stop using the Material and Our Service. We will not pay you any damages.

We do not warrant the accuracy, completeness, timeliness or other characteristics of any Material available on or through Our Service. We will not be liable for any loss or injury resulting directly or indirectly from Our Service, whether or not caused in whole or in part by our negligence or by contingencies within or beyond our control. The Material could include technical inaccuracies or typographical errors. Neither we, nor suppliers of Third-Party Content, are responsible or liable, directly or indirectly, for any loss or damage caused by use of or reliance on or inability to use or access Our Service or the Material.

YOUR ACCESS TO AND USE OF OUR SERVICE ARE AT YOUR SOLE RISK. OUR SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” OUR SERVICE IS FOR YOUR INDIVIDUAL USE ONLY AND WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

Indemnification

As a condition of your use of Our Service, you agree to indemnify and hold DISCERN and suppliers of Third-Party Content harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys’ fees) arising from your use of Our Service, or from your violation of these Terms of Use.

Governing Law, Disputes and International Use

The laws of the State of California, excluding its conflicts of law rules, govern these Terms of Use and your use of Our Service. You agree to comply with all laws, regulations, obligations and restrictions which apply to you. You agree that the courts located in California have exclusive jurisdiction for any claim, action or dispute under these Terms of Use. You also agree and expressly consent to the exercise of personal jurisdiction in the State of California. No failure or delay in enforcing any right shall be a waiver of that or any other right. If any provision of these Terms of Use is held invalid, illegal or unenforceable, the remaining portions shall not be affected.

Any cause of action you may have with respect to your use of this website must be brought within one year after the claim or cause of action arises. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect.

We make no representation that content on this website is appropriate or available for use in locations outside the United States. If you choose to access this website from a location outside the United States, you do so on your own initiative and you are responsible for compliance with local laws.

Privacy

DISCERN does not collect personally identifying information from users of Our Service unless provided by the user or the user’s browser. Any such personal information collected belongs to and shall only be used by DISCERN. Any DISCERN employee, agent, contractor or supplier of Third-Party Content who may have access to personally identifiable information is required to protect this information and not use it for any purpose other than to carry out the services they are performing for DISCERN. We sometimes aggregate information about our users and you agree we can use and make such statistical information available to others, as long as we don’t identify you personally. We do not provide or sell any of this information to third parties.

We are committed to protecting your privacy. Nevertheless, while we strive to protect your personal information, we cannot ensure or warrant the security of any information you transmit to us and you do so at your own risk.