Zanbato Sutter ATS Terms of Use

Your access to and use of (i) this Web site, which is operated by Sutter Securities Incorporated ("Sutter") with technology provided by Zanbato, Inc ("Zanbato"), (ii) all industry or financial data and information services which may be owned or operated by or on behalf of Sutter or Zanbato, and (iii) all third party data, information, and services which may be provided by, on behalf of, or through Sutter or Zanbato ((i)-(iii) collectively, the "Site") will be governed by the following terms and conditions of use ("Terms of Use") and the Privacy Statement posted separately on the Site. The Site, and the information contained on or available through the Site, may be accessed only by persons who have been authorized by Sutter or Zanbato and their employer to use the Site pursuant to these Terms of Use (a "User"). By clicking the ACCEPT button at the end of these Terms of Use, you represent that you are a User and that you accept these Terms of Use and the separate Privacy Statements of Sutter and Zanbato and agree to be bound by them.

If you, or your employer, do not wish to be bound by these Terms of Use, you must not use the Site. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE.

Article I - SCOPE AND SITE STRUCTURE

Section 1.1 Structure & Links

Section 1.1.1 The Site. Through the Site, you can access and view infrastructure industry information, including individual assets, portfolios of assets, limited partnership or similar interests in infrastructure funds or assets, and other opportunities available for investment, together with related financial highlights, investment details, and other data and information provided, as the case may be, by third-parties or Users (collectively, "Third-Party Contributors" and "Third-Party Content") or by Sutter or Zanbato ("Sutter and Zanbato Content"). All data, databases, graphics, research, information, opinions, statements, security identifiers, industry classifications, and other material (in any form or media) provided by Sutter and Zanbato, any Third-Party Contributor, or any other third party (collectively, the "Information Providers") that is accessible or made available on or through the Site, including all Third-Party Content and Sutter or Zanbato Content that is accessible or made available on or through the Site, will be collectively referred to in these Terms of Use as "Site Content." Site Content will not include any Linked Site Content (as that term is defined in Section 1.1.2).

Section 1.1.2 The Linked Sites. Your use of the Site or Site Content may lead you, via a hyperlink or otherwise, to Web sites independently owned and operated by Third-Party Contributors or other third parties (collectively, the "Linked Sites"). If you click-through to any Linked Site, either directly or indirectly through the Site, you acknowledge and agree that you will be subject to the terms and conditions of usage and privacy policies applicable to such Linked Sites, which are not controlled by Zanbato or Sutter, and neither Zanbato nor Sutter make any representation or warranty as to the contents of any Linked Site. All data, software, databases, graphics, research, information, opinions, statements, security identifiers, industry classifications, or any other material (in any form or media) that is accessible or made available on or through the Linked Sites will be collectively referred to in these Terms of Use as "Linked Site Content."

Section 1.2 Posted Guidelines. In addition to these Terms of Use, when using the Site, you will be subject to and agree to follow any posted guidelines or rules, which may be posted from time to time on the Site, including without limitation any and all disclaimers and restrictions on use contained in any Site Content.

Section 1.3 Status of the Site. Sutter is registered with the SEC as a broker-dealer and certain segments of the site are operated by Sutter as an Alternative Trading System ("ATS"). These parts of the Site are available only to qualified ATS clients and are subject to the ATS Subscriber Agreement. The Site Content does not constitute legal, financial, accounting, investment, tax, or other professional advice; you should consult with a financial advisor and legal and tax professionals to assist in conducting due diligence as may be appropriate prior to making any investment decision or hiring any investment manager in connection with Site Content. Sutter and Zanbato will not have any liability to any person for any reliance on, interpretation or analysis of, or investment decisions, action, or inaction based upon information obtained from the Site.

Section 1.4 Scope of Use.

Section 1.4.1 Access: You agree to access and use the Site and all Site Content solely pursuant to your login information (username and password). You agree to notify us and change your password immediately, if your password is lost, stolen, or misused. You are responsible for all activity (including any unauthorized activity) attributable to your login information.

Section 1.4.2 Obligations: You agree to access and use the Site and all Site Content (i) solely for your own personal use in connection with the lawful internal business purposes of your company; and (ii) in compliance with these Terms of Use, all restrictions which may be imposed by any Information Provider, and all applicable local, state, and national laws and regulations.

Section 1.4.3 Restrictions on Use: Except as may be otherwise specifically authorized in a signed writing by Sutter, you will not (i) directly or indirectly grant anyone else access to, or permit anyone else to access or use, the Site or any Site Content; (ii) display, publish, republish, upload, distribute, transfer, sell, assign, rent, timeshare, or sub-license any Site Content or access thereto; (iii) alter, modify, delete, adapt, translate, disassemble, decompile, or reverse engineer any Site Content, or any part of any Site Content, including any software or any product or service identifications, author attributions, copyright notices, disclosures, disclaimers, trade names, trademarks, or proprietary restrictions in such Site Content or any associated documentation; (iv) create a separate database of any Site Content; (v) post any Site Content on any intranet, extranet, or other application, system, or location; (vi) use any Site Content to construct or facilitate the construction of any products or services that compete with the Site, or the Site Content; or (vii) use information which you have received through access to the Site or Site Content as to the workings of the Site for any purpose whatsoever (other than use of the Site), including without limitation competition with the Site.

Section 1.4.4 Entitlement Rights: Please note that you may not be able to gain access to all of the Site Content. Your entitlement to Site Content may be limited by (i) applicable laws and regulations (including securities laws) or (ii) internal policies and practices of the applicable Information Provider, in each case as may be amended from time to time at any time. Such restrictions are maintained via an entitlement system which controls your ability to view particular items of Site Content. Sutter and Zanbato disclaim any and all liability associated with entitlement decisions made by Information Providers.

Section 1.5 Intellectual Property and Proprietary Rights. You agree that any and all Site Content, including as it is constructed, compiled, prepared, selected and arranged by the Information Providers, (i) may constitute valuable proprietary information and commercial property of the Information Providers, (ii) may be protected by United States and international intellectual property laws, including copyright, trademark, trade secret, or patent law, and (iii) constitutes an expenditure of substantial time, effort, and money by the Information Providers. You acknowledge that, other than a right to use the Site and the Site Content as contemplated by these Terms of Use, neither Sutter, Zanbato, nor any other Information Provider by giving you access to the Site and the Site Content is granting you any proprietary rights in the Site, any Site Content, or any associated trademarks or other intellectual property subsisting in or available through any of the foregoing.

Section 1.6 Registration Data and Access Data. In consideration of your use of the Site, you and/or your employer agree to (i) provide true, accurate, current and complete Registration Data and Access Data (as defined in the Privacy Statement) to Sutter and Zanbato and the other applicable Information Providers, either as provided directly to Sutter and Zanbato and/or the other applicable Information Providers by your employer or as prompted by the Site, and (ii) maintain and promptly update the Registration Data and Access Data, or similar information provided directly to any Information Provider, and to keep the same true, accurate, current, and complete.

Section 1.7 User Provided Content. All Site Content (other than the Sutter and Zanbato Content) and Linked Site Content, including comments, questions, and opinions uploaded, expressed, or submitted to a message board, blog, or other publicly available section of the Site (including password-protected areas) and all responses thereto are solely the opinions and responsibility of the person or entity submitting them and not Sutter and Zanbato. You understand and acknowledge that you are responsible for whatever content you submit and that you, not Sutter nor Zanbato, have full responsibility for such content, including its legality, reliability, and appropriateness. Under no circumstances may you submit information that you know, or have reason to believe, is false or intentionally misleading. By uploading or otherwise transmitting material to any area of the Site, you warrant that the material is your own or is in the public domain or otherwise free of proprietary or other restrictions and that you have the right to post it to the Site. You grant to Sutter and Zanbato the perpetual, irrevocable, transferable, worldwide, royalty-free right and license to use all content you upload or otherwise transmit to the Site in any manner Sutter and Zanbato may choose in connection with the Site, unless that information is subject to restrictions on Market Data set forth in the ATS Subscriber Agreement. Sutter and Zanbato reserve the right, but do not assume any responsibility, to remove any material posted on the Site which Sutter and Zanbato, in their sole discretion, deem inconsistent with the foregoing commitments, including without limitation any material as to which Sutter or Zanbato has been notified, or have reason to believe, constitutes a copyright infringement. Sutter and Zanbato can neither review all material before it is posted on the Site nor ensure prompt removal of objectionable material after it has been posted. Accordingly, Sutter and Zanbato will have no liability for any action or inaction regarding or otherwise involving Third-Party Content.

Section 1.8 Right to Terminate User Access. Sutter and Zanbato reserve the right to limit, restrict, and terminate your access to and use of the Site at any time, in whole or in part, with or without cause in its sole discretion and without notice. No Information Provider will have any liability in connection with such limitation, restriction, or termination of your access to or use of the Site.

Article II - INDEMNIFICATION

Section 2.1 Indemnification. You agree, at your own cost and expense, to indemnify and hold harmless each of Sutter and Zanbato and their officers, directors, agents, employees, owners, and consultants from and against all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorney's fees and costs, as incurred, (i) by you or any third party (including without limitation other Users) arising in any manner out of your use of, or inability to use, the Site, any Linked Site, any Site Content, any Linked Site Content, or any Web site, data, software, or information accessed or obtained from any of the foregoing; (ii) arising in any manner out of any nonperformance by you of any provision of these Terms of Use (including the provision of any Site Content to any person who is not a User permitted to receive such Site Content); or (iii) by you arising in any manner out of any claim that Sutter and Zanbato's use of the Third- Party Content or Linked Sites infringes the intellectual property rights of any other person.

Article III- DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Section 3.1 Disclaimers; Site & Site Content. The Site Content is provided to facilitate identification of infrastructure investment opportunities to sophisticated investors, provides a vehicle for access to related information, and is not a republication or reconfirmation of any opinion or information contained therein. The Site Content generally speaks only as of the date issued. You should not rely on the Site Content as expressing the applicable Information Provider's current opinion or as representing current information. The Site Content may contain or provide credit, quality, risk and other ratings, research and generalized investment opinions obtained from various sources. You agree that such Site Content (i) is impersonal in nature and subject to change or withdrawal without notice, (ii) does not constitute legal, accounting, tax or investment advice, (iii) does not take into account your investment objectives, financial situation or particular needs, (iv) does not constitute a solicitation or recommendation for the purchase, sale, or holding of any financial instrument or product, or a representation that any investment strategy or product is suitable for you, (v) is meant to be reviewed in its entirety, including any footnotes, legal disclaimers, restrictions, or disclosures, and any copyright or proprietary notices and (vi) is provided for informational purposes only. You also agree that (m) any disclaimers, restrictions, disclosure, or hedge clauses in such Site Content 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 Site Content that you consult or download, (n) hypothetical or projected performance results have inherent limitations, with results that may under- or over-compensate for the impact, if any, of any number of market, political, and economic factors, and (o) no representation is being made that any reliance on any such Site Content will or is likely to achieve profits or losses or any particular results of any kind. You further agree that (x) no Information Provider is under any obligation to provide such Site Content or Linked Site Content to you, (y) if you receive such Site Content through the Site (or Linked Site Content through any Linked Sites) or other means, you may not receive such content at the same time as other customers of the applicable Information Provider or its affiliates, and (z) no Information Provider or its affiliates is under an obligation through the Site to undertake, and may without notice choose not to undertake, to advise you of changes in the Site Content made available through the Site (or any Linked Site Content made available through any Linked Site) or otherwise provided to you.

Section 3.2 Information "As Is" and "As Available"; Advisors. THE SITE AND THE SITE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT, OR ANY WEB SITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING IS AT YOUR OWN RISK. SUTTER AND ZANBATO CANNOT AND DO NOT GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, VALIDITY, SEQUENCE, TIMELINESS, COMPLETENESS, OR CONTINUED AVAILABILITY OF THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT, OR ANY WEB SITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. IN NO EVENT WILL SUTTER OR ZANBATO BE LIABLE FOR ANY DECISION MADE OR ACTION OR INACTION TAKEN BY YOU IN RELIANCE ON THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT, OR ANY WEB SITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. SUTTER AND ZANBATO FURTHER EXPLICITLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK OF ANY USE YOU MAY MAKE OF THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT, OR ANY WEB SITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. SUTTER AND ZANBATO WILL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND ANY AND ALL OTHER FORMS OF DAMAGES OR LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM) CAUSED OR ALLEGED TO BE CAUSED IN CONNECTION WITH YOUR USE OF THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT OR ANY WEB SITE, DATA, SOFTWARE OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING, WHETHER OR NOT FORESEEABLE AND EVEN IF ANY INFORMATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. SUTTER AND ZANBATO USE ADVISORS AND CONSULTANTS WHO ASSIST WITH THE PRESENTATION OF THE SITE AND SITE CONTENT AND WHO MAY RECEIVE PERFORMANCE BASED COMPENSATION IF THEY ARE MEMBERS IN GOOD STANDING OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY.

Article IV - MISCELLANEOUS

Section 4.1 Entire Agreement. These Terms of Use, together with the Privacy Statement and (if applicable) the Subscriber Agreement, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior discussions, agreements, and undertakings, both written and oral, between the parties with respect to the subject matter hereof.

Section 4.2 Changes. Sutter and Zanbato may change the terms of these Terms of Use at any time. The most up-to-date version of these Terms of Use will be available on the Site. You agree that your continued use of the Site will constitute acceptance of any new or modified version of these Terms of Use and the Privacy Statement.

Section 4.3 Severability. If any term or other provision of these Terms of Use is invalid, illegal or unenforceable in a jurisdiction, all other terms and provisions of these Terms of Use will nevertheless remain in full force and effect in such jurisdiction so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party and such invalidity, illegality, or unenforceability in such jurisdiction will not have any effect in any other jurisdiction.

Section 4.4 Governing Law;

Section 4.4.1 California Law. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of California without regard to conflict of laws principles. Subject to the arbitration agreement of Section 4.4.2, each party hereto consents to the exclusive jurisdiction and venue of the Courts of the State of California and the United States District Court for the Northern District of California with respect to any matter relating to this Agreement and performance of its respective obligations hereunder. Each party hereto consents to the personal jurisdiction of such courts and shall subject itself to such personal jurisdiction.

Section 4.4.2 Arbitration. Each party agrees that any controversy arising out of or relating to this contract, or the breach thereof, and if said dispute cannot be settled through negotiation, will be resolved and settled by arbitration under the auspices of FINRA Dispute Resolution or in accordance with such other rules and procedures as are agreed to by the parties. The arbitration proceeding shall be conducted in San Francisco, California, unless otherwise agreed to by the parties. Judgment upon arbitration may be entered in any court, state or federal, having jurisdiction; provided, however, that nothing herein will prevent either party from: (i) petitioning a regulatory body regarding a matter in question over which the regulatory body has administrative jurisdiction; or (ii) pursuing injunctions before any administrative or judicial forum provided that all monetary and other relief is submitted for arbitration.

Section 4.4.3 Binding Arbitration. In connection with the foregoing agreement to arbitrate, each party understands that: (i) arbitration is final and binding on the parties; (ii) the parties are waiving their right to seek remedies in court, including the right to jury trial; (iii) pre-arbitration discovery is generally more limited than and different from court proceedings; (iv) the arbitrators' award is not required to include factual findings or legal reasoning, and any party's right to appeal or seek modification of rulings by the arbitrators is strictly limited; and (v) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.