WEB SITE ELECTRONIC SERVICES AGREEMENT BY USING THE EXCELCIA.COM WEB SITE YOU AGREE TO THE TERMS OF THIS AGREEMENT AND ACKNOWLEDGE READING THE WARNINGS AND DISCLOSURE PROVIDED BELOW. Our Web Site (the “Site”) is designed to help all of our advisory clients view information regarding specific accounts managed by our firm, and to use information, content, messages, products, services, software and databases available through the Site. The Site is only available to advisory clients (referred to as “you”) who agree to the terms and conditions in this Agreement. This Agreement applies to all information, content, messages, products, services, software and databases available through the Site. 1. Electronic Services. We will provide you with certain Web-based account services (the “Electronic Services”). In using the Electronic Services, you shall at all times comply with our Privacy Policy (“PP”) set forth below, and may be revised by us on occasion. We will provide you with an electronic notice, either by e-mail or Web posting, of the revision. Your continued use of the Electronic Services shall constitute your acceptance of the revision. 2. License Grant. Subject to the terms and conditions of this Agreement, we grant you a limited, nontransferable, nonexclusive license to access and use the Electronic Services. 3. Third Party Service Providers. We use third party service providers, vendors, and licensors to assist in providing the Electronic Services (each, a “Third Party Service Provider”). You hereby consent and authorize us to delegate the authorizations you provide to us to our Third Party Service Provider(s) as we deem necessary or desirable to provide the Electronic Services to you. You agree that the terms and conditions of this Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such Third Party Service Providers and such Third Party Service Providers are deemed to be third party beneficiaries of this Agreement, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. You also agree that all references to us within this Agreement and any incorporated terms are also deemed to include, where applicable, our agents, such as the Third Party Service Providers. Your use of certain services provided by Third Party Service Providers (including, but not limited to, account aggregation services provided by Yodlee.com, Inc.) will require your agreement to certain additional terms and conditions provided by the applicable Third Party Service Providers. These additional terms and conditions will be made available to you when, and if, you access the third party services. 4. Financial Market Information. No Warranty: Financial Information. Our Electronic Services make available certain financial market data, quotes, news, research and opinions (including Research Reports, as defined below) or other financial information (collectively “Information”) that has been independently obtained by certain financial market information services, financial publishers, various securities markets including stock exchanges and their affiliates, investment bankers and other providers (collectively the “Information Providers”) or has been obtained by us. We do not guarantee or certify the accuracy, completeness, timeliness or correct sequencing of the Information made available through us, the Information Providers or any other third party transmitting the Information (the “Information Transmitters”). All such Information is provided “as-is” and “as-available.” You agree that neither we nor any of the Information Providers or the Information Transmitters shall be liable in any way for the accuracy, completeness, timeliness or correct sequencing of the Information, or for any decision made or action taken by you relying upon the Information. You further agree that neither we nor any of the Information Providers or the Information Transmitters will be liable in any way for the interruption of any data, Information or other aspect of the Electronic Services. You understand that none of the Information (including Research Reports) available through the Electronic Services constitutes a recommendation or solicitation that you should purchase or sell any particular security or use the services of any Third-Party Service Provider, including but not limited to Information Providers and Information Transmitters. 5. Research Reports. The Electronic Services make available analyst research and opinions (“Research Reports”) that may be prepared by an Information Provider or by various third party investment bankers or other entities providing analysis, research and opinions (“Third Party Research Providers”). We do not endorse or approve Research Reports prepared by Third Party Research Providers and only make such Research Reports available to you as a service and convenience. We and our Third Party Research Providers do not (1) guarantee the accuracy, timeliness, completeness or correct sequencing of the Research Reports, or (2) warrant any results from your use of the Research Reports. The Research Reports have been prepared as of the date indicated and may become unreliable for various reasons including, for example, changes in market or economic circumstances. All such Research Reports are provided on an “as-is” and “as-available” basis. We and each of our Research Providers is not obligated to update any information or opinions contained in any Research Report or to continue to offer Information or Research Reports regarding any company or security. You acknowledge that recommendations in the Research Reports to buy, sell, hold, or otherwise consider particular securities are not, and should not be construed as, recommendations or advice to you designed to meet your particular objectives or financial situation. From time to time, we and our Research Providers may be unable to provide Research Reports with respect to certain companies with which we and/or our Research Providers, or their respective affiliates have certain business relationships. 6. Disclaimer of Warranties. The information on this site is provided "AS IS". Excelcia Financial Group does not warrant the accuracy of the materials provided herein, either expressly or impliedly, for any particular purpose and expressly disclaims any warranties of merchantability or fitness for a particular purpose. Excelcia Financial Group will not be responsible for any loss or damage that could result from interception by third parties of any information made available to you via this site. Although the information provided to you on this site is obtained or compiled from sources we believe to be reliable, Excelcia Financial Group cannot and does not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose. Neither Excelcia Financial Group, nor any of its affiliates, directors, officers or employees, nor any third party vendor will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this site, or resulting from the act or omission of any other party involved in making this site or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the site or these materials, whether or not the circumstances giving rise to such cause may have been within the control of Excelcia Financial Group or of any vendor providing software or services support. In no event will Excelcia Financial Group, its affiliates or any such parties be liable to you for any direct, special, indirect, consequential, incidental damages or any other damages of any kind even if Excelcia Financial Group or any other party have been advised of the possibility thereof 7. Arbitration. You should know the following with respect to arbitration agreements: (a) Arbitration is final and binding on the parties. (b) The parties are waiving their right to seek remedies in court, including the right to a jury trial. (c) Pre-arbitration discovery is generally more limited than and different from court proceedings. (d) The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. (e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. You hereby agree to settle by arbitration any controversy between you and us, or our affiliates, or our or their respective officers, directors, employees or agents, including, but not limited to, any Third Party Service Providers, which controversy arises out of this Agreement between you and us or any Third Party Service Providers or which relates to this Agreement, the Electronic Services, and any content or information provided thereon. Such arbitration will be conducted by, and according to the arbitration rules then in effect of, the National Association of Securities Dealers, the American Arbitration Association or Judicial Arbitration and Mediation Services (JAMS). Any arbitration conducted pursuant to this Section will take place in San Jose, California. Arbitration shall be initiated by filing a statement of claim with one of the organizations specified above. Any award the arbitrator makes will be final, and judgment on it may be entered in any court having jurisdiction. This arbitration agreement shall be enforced and interpreted exclusively in accordance with applicable federal law, including the Federal Arbitration Act. Any costs, fees or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (a) the class certification is denied; (b) the class is decertified; or (c) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. 9. Securities Professionals May Not Use Research Reports In Their Business. If you are a securities broker, dealer or investment banker, by requesting or receiving any Research Reports, you agree not to use any such Research Reports for any purpose related to your business. 10. Limitations of Liability: Limitation of Damages. IN NO EVENT WILL EXCELCIA FINANCIAL GROUP, ITS MEMBERS, OFFICERS, EMPLOYEES OR THEIR AFFILIATES BE LIABLE FOR INDIRECT, DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PAIN AND SUFFERING, EMOTIONAL DISTRESS THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS IN THIS WEB SITE, OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE) OR RELIANCE ON THE INFORMATION CONTAINED WITHIN, OR AS A RESULT OF THE RISKS INHERENT IN THE STOCK MARKET, EVEN IF EXCELCIA FINANCIAL GROUP, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. No Liability for Events Outside of Entities’ Direct Control. We, the Information Providers, Information Transmitters, Third Party Research Providers, Third Party Service Providers, and any other person involved in transmitting Information will not be liable for any loss that results from a cause over which that entity does not have direct control. Such causes include, but are not limited to, (1) the failure of electronic or mechanical equipment or communication lines; (2) telephone or other interconnect problems; (3) bugs, errors, configuration problems or the incompatibility of computer hardware or software; (4) the failure or unavailability of Internet access; (5) problems with Internet service providers or other equipment or services relating to your computer or network; (6) problems with intermediate computer or communications networks or facilities; (7) problems with data transmission facilities or your telephone, cable or wireless service; or (8) unauthorized access, theft, operator errors, severe weather, earthquakes, other natural disasters or labor disputes. We are also not responsible for any damage to your computer, software, modem, telephone, wireless device or other property resulting in any way from your use of the Electronic Services. 12. Use of Proprietary Information. The material on this Web site has no regard to the specific investment objectives, financial situation or particular needs of any visitor. It is published solely for informational purposes and is not to be construed as a solicitation nor does it constitute advice, investment or otherwise. References made to third parties are based on information obtained from sources believed to be reliable but are not guaranteed as being accurate. Visitors should not regard it as a substitute for the exercise of their own judgment. Our comments are an expression of opinion. While we believe our statements to be true, they always depend on the reliability of our own credible sources. We recommend that you consult with a licensed, qualified investment advisor before making any investment decisions. 13. Access, Passwords, and Security. You will be responsible for the confidentiality and use of your access number(s), password(s) and account number(s). You agree not to hold us or Third Party Service Providers liable for any damages of any kind resulting from your decision to disclose your access number(s), password(s), or account number(s) to any third party, including but not limited to entities that aggregate account information or Web site content, or persons who are or claim to be acting as your agent, proxy, or investment manager. You will be responsible for all activities through and under your access number(s), password(s) and account number(s), and any instructions (to the extent applicable) received by us will be deemed to have been received from you. By using the Electronic Services, you agree to take all steps necessary to prevent unauthorized access to your account. You agree immediately to notify us if you become aware of: any loss or theft of your access number(s), password(s) and/or account number(s); or Any unauthorized use of any of your access number(s), password(s) and/or account number(s), or of the Electronic Services or any Information. 14 Data Transmission. You acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorized third parties when communicated between you and us, Information Providers or Information Transmitters, using the Internet, other network communications facilities, telephone or any other electronic means. You agree to use software produced by third parties, including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by us. Until we notify you otherwise, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by us and follow our log-on procedures for Electronic Services that support such protocols. You acknowledge that we are not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet. 15. Indemnification. You agree to defend, indemnify and hold Excelcia Financial Group, its members, officers, employees and their affiliates harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys’ fees) arising from your violation of this Agreement, state or federal securities laws or regulations, or any third party’s rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. You shall cooperate as fully as reasonably required in the defense of any claim. Excelcia Financial Group, 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 Excelcia Financial Group. This obligation will survive the termination of this Agreement. 16. Our Ability to Terminate Electronic Services. We reserve the right to terminate your access to the Electronic Services or any portion of them (including without limitation, the Information (including Research Reports)) in its sole discretion, without notice and without limitation, for any reason whatsoever. We may terminate your access to its Electronic Services for reasons including, but not limited to, the unauthorized use of your account access information, breach of this Agreement, discontinuance of our access to any Information or any other data from any Information Provider or Research Provider or termination of one or more agreements between us and Information Providers, Third Party Service Providers, Third Party Research Providers or Information Transmitters. We and the Third Party Service Providers, the Information Providers, the Third Party Research Providers and the Information Transmitters shall have no liability to you for terminating your access to the Electronic Services; provided, however, that if our termination is without cause, we will refund the pro rata portion of any fee you may have paid for the portion of the Information and/or Electronic Services not furnished to you as of the date of termination. If this Agreement is terminated, you will cease using the Electronic Services and all products, services, Information and content obtained through the Electronic Services. 17. General. 18.1 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, Internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions. 18.2 Entire Agreement. This Agreement sets forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. This Agreement may be amended only by a written agreement signed by both parties. 18.3 Governing Law and Limitation of Actions. This Agreement shall be construed according to, and the rights of the parties shall be governed by, the law of the State of California, without reference to its conflict of laws rules. No action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen. 18.4 Relationship of the Parties. The parties agree that we shall perform our duties under this Agreement as an independent contractor. Nothing contained herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Personnel employed or retained by us who perform duties related to this Agreement shall remain under our supervision, management, and control. 18.5 Severability. If any of the provisions of this Agreement are found or deemed by a court to be invalid or unenforceable, they shall be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement. 18.6 Waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement. 18.7 Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 3 (Third Party Service Providers), 4 (Financial Market Information; No Warranty: Financial Information), 5 (Research Reports), 8 (Disclaimer of Warranties), 10 (Arbitration), 11 (Securities Professionals May Not Use Research Reports In Their Business), 12 (Limitations of Liability: Limitation of Damages), 13 (No Liability for Events Outside of Entities’ Direct Control), 14 (Use of Proprietary Information), 15 (Access, Passwords, and Security), 17 (Indemnification), and 19 (General). Acceptable Use Policy 1. General. For purposes of this Acceptable Use Policy (the “Policy”), “Users” means any user of our Web-based services (“Services”). As specified below, illegal usage, abusive usage, unacceptable usage, and use of the Services to interfere with other Users’ enjoyment of the Services is unacceptable. From time-to-time, we may update and/or revise this Policy. Any such updates and/or revisions shall be posted online. Continued use of the Services by Users shall indicate their acceptance of the updates and/or revisions. 2. Prohibited Uses. Prohibited uses of the Services include the following: (a) posting or transmitting unlawful materials, e-mail or information; (b) posting or transmitting harassing, threatening or abusive materials, e-mail or information; (c) posting or transmitting defamatory, libelous, slanderous or scandalous materials, e-mail or information; (d) posting or transmitting obscene, pornographic, profane or otherwise objectionable information of any kind; (e) posting or transmitting materials, e-mail or information that would constitute an infringement upon the patents, copyrights, trademarks, trade secrets or other intellectual property rights of others; (f) posting or transmitting materials constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or international law, including without limitation, the U.S. export control laws and regulations; (g) posting or transmitting materials that would give rise to liability under the Computer Fraud and Abuse Act; (h) attempting to “hack” root or user logins on another system, machine, or network; (i) using the Services in such a way as to impair or otherwise interfere with another User’s use of the services; (j) including any inappropriate third party advertising; and (k) using the Services to commit fraud or engage in other misleading or deceptive activities. 3. Remedies. Violation of this Policy may result in civil or criminal liability, and we may, in addition to any other remedy that we may have at law or in equity, terminate permission for the User to use the Services or immediately remove the offending material. In addition, we may investigate incidents that are contrary to this Policy and cooperate with law enforcement organizations, and provide requested information to third parties who have provided notice to us stating that they have been harmed by a User’s failure to abide by this Policy.