Last Change Date: February 14, 2007

1. The Substantial Investor Newsletter. The Substantial Investor Newsletter is an investment publication (the "Substantial Investor Newsletter" or the "Newsletter," which includes all aspects of communications including but not limited to: Flash Reports, Partnership Reports, Model Portfolios, Blogs, emails, etc.) published by Private Investor Research LLC, a New York limited liability company ("Publisher"). The Publisher makes the Substantial Investor Newsletter available solely to registered Subscribers of the Newsletter ("Subscribers" or "you" or "your" or "person" or "persons") through the Publisher's Internet web site (the "Site") located at www.substantialinvestor.com or www.thesubstantialinvestor.com. Optional printed copies of the Newsletter are available and sent via US Postal Service to United States residents only. The Newsletter and the Site are jointly referred to herein as the "Service." The different components and aspects of the Service are further described in the Newsletter or on the Site, and each Subscriber agrees, by agreeing to this Terms Of Use (this "Agreement"), that he/she/it shall abide by the terms and conditions of any particular aspect of the Service. In addition, particular aspects or features of the Service may have different or additional terms, which will be disclosed to you when you access the Site or will be disclosed in the Newsletter. Such special terms are incorporated into this Agreement with respect to such aspects or features. If there is a conflict between the terms of this Agreement and the special terms, the special terms will govern with respect to such aspects or features. By accessing and using the Site, or by reading the Newsletter, you are agreeing to be bound by the terms of this Agreement. If you do not agree with any part of this Agreement, you must immediately discontinue any use of the Site or the Newsletter. This Agreement may change from time to time, at Publisher's sole discretion, without notice, and it is your responsibility to check for updates.

   The most significant aspect and feature of the Service is the Newsletter, which includes the creation, offering, and distribution of investment/financial ideas, articles, and commentary via the Newsletter related to the financial markets. By agreeing to this Agreement, Subscriber is agreeing to pay the full price (as previously disclosed to the Subscriber) for the Service, including the Newsletter. This Agreement shall govern all use of the Service, including any sample issues or complimentary subscriptions provided at the sole discretion of the Publisher to any person or persons.

   There are other features and aspects of the Newsletter which may not be specified herein, but which you may find on the Site or in the Newsletter. You agree to be bound by the terms and conditions of each feature and aspect of the Service, such agreement inferred by your use of the Site.

   Cancellation and Renewal Policy — Subscriber may cancel service and receive a full refund provided Subscriber makes such request by email within 14 days of initial subscription. After the 14-day trial period has elapsed, no refunds will be issued.

   Unless notified 10 days prior to subscription expiration, subscription will automatically renew for like period and at the then-current subscription price. Accordingly, the credit card on file will be charged. No refunds or partial credits will be issued.

   Publisher may cancel a Subscriber's subscription for any reason. In such a case, a pro-rata refund will be issued to compensate for the remaining issues that would not be received.

2. Scope of Engagement. The limited scope and nature of the Service is defined by the following:
   1. The individual or entity (the "Subscriber") who checks off the box below or reads Publisher's content acknowledges and understands that Publisher's Service (including the Newsletter) does not include legal advice, accounting advice, financial planning services, investment advice, investment supervisory or management services, nor any review (regular or otherwise) or monitoring of a Subscriber's investments or investment portfolio. All aspects of the Service, including the Newsletter published by Publisher, shall be impersonal in nature and not tailored to any Subscriber's specific investment portfolio or any particular need of any Subscriber. Publisher is not registered with any federal or state regulatory agency as an investment adviser or as a securities broker-dealer. To the extent that legal, accounting, investment advisory, and/or financial planning issues are contained in the Newsletter, the discussion of such issues shall be general in nature and incidental to the Service. No specific investment-related recommendations tailored to any individual's specific needs shall be made in any Newsletter (or otherwise). Neither Publisher nor any of its employees, officers, principals, or associated person(s) provide investment implementation services. To the extent that the Subscriber determines to pursue any information made available by Publisher in its Newsletter, the Subscriber is encouraged to obtain services and/or advice from the corresponding legal, accounting, and/or investment advisory professionals of his/her/its choosing.
   2. To the extent that any aspect or portion of the Service, including the Newsletter, could be construed as investment-related advice, Subscriber acknowledges and agrees that Publisher relies upon the "Publisher's exclusion" from the definition of "investment adviser" as provided under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. As such, Subscriber acknowledges and agrees that the Service (including any Newsletter) (i) is a bona fide publication of general and regular circulation, (ii) is entirely impersonal in nature in that it is not tailored to any specific investment portfolio or particular need of any Subscriber, and (iii) is not in the nature of a fiduciary person-to-person relationship with any Subscriber. Publisher provides opinions/research on financial markets, not personal investment suitability advice nor individually tailored research recommendations. Once a particular Newsletter has been delivered to Subscriber, Publisher encourages Subscriber to consult with their respective investment advisors or other professionals with respect to specific investments or investment strategies. Publisher is under no obligation (nor does it plan) to update any Newsletter once it is released to Subscribers.
   3. The Subscriber acknowledges that he/she/it has the sole authority with regard to the implementation, acceptance, or rejection of any matters or information referred to in any Newsletter. The Subscriber is encouraged to obtain securities brokerage, investment management, insurance, legal, and/or accounting advice or services from any professional source of his/her choosing to implement, evaluate, perform due diligence, and/or perform the recommendations (if any) of Publisher referred to in any Newsletter. Subscriber will retain absolute discretion over all implementation decisions. Subscriber should be aware that following any investment or strategy communicated by Publisher can result in a complete loss of money. It is the Subscriber's money, and the Subscriber is solely responsible for it.
   4. The Service, including any Newsletter provided to Subscriber, is provided for informational purposes only and should not be used for or considered a solicitation of an offer to sell, buy, or subscribe for securities or investment partnerships or other financial instruments. Publisher has not taken any steps to ensure that any investment-related advice in a Newsletter is suitable or appropriate for any Subscriber, and in fact, it specifically disclaims that it has made any such determination. Subscriber acknowledges and understands that Publisher or its owners, members, employees, officers, advisors, editors, principals, directors, agents, and affiliates may have issued past reports or made oral representations that are inconsistent with, and/or reach different conclusions from, the information and/or conclusions presented in any Newsletter.
   5. Information, opinions, or columns presented in any Newsletter will be obtained from sources believed by Publisher to be reliable, but Publisher makes no representation as to the accuracy or completeness of any Newsletter, including the opinions and columns of third-party columnists. To the fullest extent permitted by applicable law, Subscriber hereby releases and discharges Publisher, and its owners, members, employees, officers, advisors, editors, principals, directors, agents, and affiliates from any and all liability for any losses or opportunity costs arising from Subscriber's direct or indirect use of the information or omissions related to the Service, including, without limitation, information contained in any Newsletter, whether or not caused in whole or in part by Publisher's negligence or by contingencies within or beyond Publisher's control, and agrees to indemnify Publisher for any losses related to such liabilities. Subscriber's sole remedy for dissatisfaction with the service is to stop using it. The sole and exclusive maximum liability of Publisher to a Subscriber for all damages, losses, and causes of action (whether in contract, tort, (including, without limitation, negligence) or otherwise) shall be the total amount paid to Publisher by Subscriber, if any, for access to the most recent three (3) months of the Service.
   6. Publisher is providing this Site and the Service, including the Newsletter, on an "as available" and "as is" basis and makes no representations or warranties of any kind whatsoever with respect to the Site and the Service, including the Newsletter, or with respect to the use or suitability of the Site and the Service, including the Newsletter, for any purpose. Publisher disclaims all warranties, representations, and conditions regarding the Site and the Service, including the Newsletter, including, without limiting the generality of the foregoing, all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from libelous or privacy-invasive content, freedom from infections of viruses and availability, whether expressed or implied, or arising from a course of dealing, usage or trade practice.
   7. To the fullest extent permitted by applicable law, Subscriber hereby releases and discharges Publisher, and its owners, members, employees, officers, advisors, editors, principals, directors, agents, and affiliates from any and all liability for any loss or theft of personal information.
   8. Subscriber expressly agrees that the indemnification, exculpation, limitations and exclusions of liability and the disclaimers set forth in this Agreement and specifically in this Article 2 shall survive the termination of this Agreement or the termination of Subscriber's relationship with Publisher.
   9. The Services described in the Site, including the Newsletter, are not available to persons residing in any country where the provision of such services would be contrary to local law or regulation.
3. Acknowledgement. All services are provided by Publisher to the Subscriber via the Site or in printed form. Subscribers do not receive legal advice, accounting advice, financial planning services, investment advice, investment supervisory or management services, nor any review (regular or otherwise) or monitoring of a Subscriber's investments or investment, therefore, the Subscriber should not assume that his/her/its participation in the Service serves as a substitute for individual personalized advice from an investment adviser or financial planner. Rather, the Service is designed solely to provide subscribers with a source of ideas, thoughts, strategies and commentaries related to investments and the financial markets. Subscribers maintain absolute discretion as to whether or not to follow any matters referred to in a Newsletter, or any portion thereof, all of which shall be general in nature and impersonal. Publisher does not offer or provide initial or ongoing individual personalized advice (neither in person nor via the Site). The Subscriber acknowledges that any past performance referred to in any Newsletter may not be indicative of future results, and understands that any opinions contained in a Newsletter reflect Publisher's reasonable judgment as of the date of that particular Newsletter and are subject to change. Any mention or discussion of any firm, advisor, individual, or investment is not an endorsement or recommendation.
4. The Site. Additional terms, conditions, and disclosure information relative to the Service is set forth on the Site at www.substantialinvestor.com or www.thesubstantialinvestor.com, and should be thoroughly reviewed by Subscriber.
5. Assignment. This Agreement may not be assigned by the Subscriber without the prior written consent of Publisher.
6. Arbitration. Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute pertaining to the Services, both Publisher and Subscriber agree to submit the dispute to arbitration in accordance with the auspices and rules of the American Arbitration Association ("AAA"), provided that the AAA accepts jurisdiction. Publisher and Subscriber understand that such arbitration shall be final and binding, and that by agreeing to arbitration, both Publisher and Subscriber are waiving their respective rights to seek remedies in court, including the right to a jury trial. Subscriber acknowledges that he/she/it has had a reasonable opportunity to review and consider this arbitration provision prior to accepting this Agreement. Subscriber acknowledges and agrees that in the specific event of non-payment of any portion of Publisher's fee pursuant to the Site, or in the event any arbitrator determines that any arbitration initiated by Subscriber was frivolous, Publisher, in addition to the aforementioned arbitration remedy, shall be free to pursue all other legal remedies available to it under law, and shall be entitled to reimbursement of reasonable attorneys' fees and other costs of collection. Notwithstanding the foregoing, the Publisher reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable and legal relief through the courts.
7. Privacy Notice. The Subscriber acknowledges prior receipt (via the Site) of Publisher's Privacy Notice.
8. Applicable Law. This Agreement supersedes and replaces, in its entirety, all previous written and/or oral acknowledgments or agreement(s) (if any) between the Subscriber and Publisher. To the extent not inconsistent with applicable law, this Agreement shall be governed by and construed in accordance with the laws of the State of New York. In addition, to the extent not inconsistent with applicable law (or the arbitration provision provided in Section 6), the venue (i.e. location) for the resolution of any dispute or controversy between Subscriber and Publisher shall be the County of Suffolk, State of New York. The Agreement shall be interpreted fairly with regard to both parties, in accordance with applicable law, and shall not be interpreted for, or against, the drafter of the Agreement.
9. Authority. The Subscriber acknowledges that he/she/it/they has (have) all requisite legal authority to execute this Agreement. The Subscriber correspondingly agrees to immediately notify Publisher, in writing, if this representation should change.
10. Possible Conflicts. The Subscriber acknowledges and agrees that Publisher and/or its employees, officers, advisors, or affiliates are permitted to invest in, buy, hold, or sell (either prior to or after the release of a particular Newsletter) securities of all kinds (or carry on other financing transactions) with issuers which may be covered by any Newsletter. If, on the date of release of any particular Newsletter, Publisher and/or its employees, officers, advisors, or affiliates have any financial interest in an issuer covered by the particular Newsletter to be released, Publisher shall make reasonable efforts to disclose such financial interest in the Newsletter (but Publisher shall not have a duty to report any financial interest it and/or its employees, officers, advisors, or affiliates may obtain after the date of release of a particular Newsletter). Additionally, positions in financial holdings may change without notice. Publisher (or its affiliates, editors, or owners) may be investors in certain private investment limited partnerships, such as hedge funds, private equity, venture capital, or fund of funds. The securities laws of the United States may prohibit Publisher from commenting on, providing information about, or recommending any such entities in a publication such as the Newsletter. Therefore, Subscribers agree and understand that this may limit the types of investments, funds, or firms (i.e., private investment partnerships, hedge funds, etc. in which Publisher has an interest or relationship) that Publisher may be able to give information on that, if Publisher did not have such holdings, Publisher may have otherwise reported on. In the event Publisher does report in the Newsletter on any such private investment limited partnerships, it will disclose in the Newsletter at any such time that Publisher has an ownership interest therein.
11. Permitted Use, Limitations on Use. You may access and download, upon purchase, the Newsletter only as required to view the Newsletter on your web browser for your individual use, keeping all copyright and other notices on the Newsletter. You may print a single copy of the Newsletter for your use. You may not republish or distribute any Newsletter or do anything else with the Newsletter, which is not specifically permitted in this Agreement or on the Site. Publisher grants you a limited non-exclusive, non-transferable license to use, display on your computer, download and print the Newsletter which you purchase for your own personal and non-commercial purposes only, provided that:
    • You do not modify any of the Newsletter.
    • All copyright and other proprietary notices are retained.
    • You abide by this Agreement.
    • You do not provide your username and password to any third party and safeguard such username and password.
    Without the specific permission of Publisher, no other use of the Newsletter is permitted. Without limiting the generality of the foregoing, you may not, without Publisher's specific permission, copy, distribute, transmit, display, perform, reproduce, publish, license, sublicense, create derivative works from, transfer or sell any of the Newsletter.
12. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement shall still be valid.
13. Copyright and Trademark. Unless specifically stated in conjunction with particular aspect of the Service, all material related to the Service is copyrighted by Publisher. You have no rights in or to the Newsletter, and you may not use any Newsletter other than as permitted under this Agreement. All trade names, trademarks, service marks, and other product and service names and logos related to the Service or in the Newsletter are the proprietary trademarks of their respective owners and are protected by applicable trademark and copyright laws.
14. Third Party Content. Publisher is in no way responsible for the content of any site owned by a third party that may be linked to the Publisher's site or that is referenced within the Publisher's site. Subscriber expressly acknowledges and agrees that use of all Services and tools is solely at the risk of the Subscriber.
15. Submission of Ideas and/or Suggestions. Any submission of ideas, suggestions, or related material to Publisher are subject to the following conditions: Subscriber waives any and all rights that he/she/it may have in the submission and has no expectation of compensation. Publisher may use any submission as it sees fit, and Subscriber waives any obligation of confidentiality. Subscriber understands that he/she/it will not receive any personalized response related to such submission (since Publisher does not give personalized investment advice), but that any submission may be used in a general way in any Newsletter.
16. Outside Columnists. Outside contributing columnists may, from time to time, write about securities or investments in which they or their firms may have a position. Publisher will ask all outside contributing columnists to divulge in any outside columnist column published in a Newsletter that the columnist has an interest, directly or indirectly, in the subject matter being reported on. However, Publisher is in no way responsible for this content, and Subscriber expressly acknowledges and agrees that any action or inaction taken is at Subscriber's own risk.
17. Forward-Looking Statements. Words such as "believes," "endeavors," "expects," "anticipates," and any variation or derivatives of these words or any similar phrases or expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance or events and involve certain risks; risks that are borne completely by the Subscriber.
18. Fair Interpretation and Titles. The Agreement shall be interpreted fairly with respect to both parties, in accordance with applicable law, and shall not be interpreted for, or against, the drafter of the Agreement. This Agreement includes titles, and text that is in italics, bolds, or underlines — none of which shall limit the scope, application, or meaning of the paragraphs or the Agreement.

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