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ThrillCapital Club TERMS & CONDITIONS.

These Terms of Use ("Agreement") should be read carefully before using the services offered by ThrillCapital and the ThrillCapital Club

Part A Introduction

The entire  http://www.thrillcapital.com/ (the “website” or the "site") including those portions related to the ThrillCapital Club is owned and operated by Thrill Capital Limited (the “Company”). By accessing the website you agree to be bound by these terms and conditions, the Privacy Policy (together the “Terms”) and all applicable laws. The Terms may be altered at any time. Any amendment will be effective from the time it is posted on the website. Accordingly, you are responsible for keeping up to date with any alterations to the Terms. If you do not wish to be bound by the Terms, please do not use the website.

The Company operates the ThrillCapital Club and ThrillCapital™ trading facility on this website (“ThrillCapital™”). Specific terms relating to your use of ThrillCapital™ and trading shares via this website are set out in Part B of these Terms and General terms relating to your use of the website are set out in Part C, terms and Conditions relating to your use of the ThrillCapital Club are set out in Part D

Part B Using Thrill Capital™ as a Trading Facility

Investor Information and ThrillCapital Disclaimer

1. Trading facility only: ThrillCapital is an internet facility provided by Thrill Capital Limited (“TCL”) to trade in securities of companies participating in ThrillCapital (“ThrillCapital Companies”)

2. ThrillCapital not a registered exchange: ThrillCapital is not a registered securities exchange or authorised securities exchange, or regulated under New Zealand securities markets law. ThrillCapital is an unregistered securities trading facility.

3. You trade at your own risk: If you choose to trade in the securities of ThrillCapital Companies, you do so entirely at your own risk. In particular: (a) companies traded on ThrillCapital will not be subject to the investor protection legislation that applies to companies listed on a registered exchange, such as the Takeovers Code (except for New Zealand incorporated ThrillCapital Companies with 50 or more shareholders and $20 million or more of assets), the insider trading laws which apply to listed entities, continuous disclosure requirements, director relevant interest disclosure and substantial security holder requirements, nor are there any of the other protections for investors that are contained in the listing rules of a registered exchange; (b) TCL does not monitor or enforce compliance by ThrillCapital Companies with the law (including company and securities laws). Further information about what the fact that ThrillCapital is not a registered exchange means for investors is given in clause 9 below.

4. Not investment or tax advice: You should obtain independent investment and tax advice before you make any investment decisions. The ThrillCapital website (“the Website”) provides general information only. The content of the Website is not intended to be investment or tax advice and you should not treat it as such. We have not considered the merit of, or the merits of investing in, the securities of any ThrillCapital Company. We make no recommendation or endorsement regarding the securities of, or investing in, any ThrillCapital Company and you should not treat the quotation of securities on ThrillCapital as being a recommendation or endorsement by us. We make no claims as to the application of tax law regarding an investment in any ThrillCapital Company. You should seek independent tax advice prior investing in or trading any ThrillCapital company.

5. No responsibility in respect of brokers: Trading on ThrillCapital may, in the future, be undertaken by certain licensed stockbrokers. You acknowledge and agree that TCL has no responsibility, and will not be held responsible in any way, for any act or omission of any broker. Without limitation, TCL: (a) is not liable for any failure by any broker to pay any money that is due to you, or any loss you may incur due to the negligence, fraud or insolvency of any broker; (b) does not provide any guarantee in respect of any broker; (c) has no responsibility for any investment advice provided by any broker. Brokers are not the agents of TCL and have no authority to make representations on behalf of, or to bind, TCL.

6. No responsibility for information posted by ThrillCapital Companies: ThrillCapital Companies have the ability to post announcements and other information (“Information”) on the Website. TCL does not in any way supervise, edit or control the content of such Information. Accordingly: (a) no representation or warranty is given as to the reliability, accuracy or completeness of such Information; (b) if you rely on such Information you do so entirely at your own risk; (c) you acknowledge and agree that TCL will not be held responsible in any way in respect of such Information.

7. Exclusion of liability: Neither TCL nor any of its directors, employees, agents or related companies shall be liable in any way for any loss or damage of any kind (including direct, indirect or consequential loss, loss of profits, or special damage) howsoever arising (whether in negligence or otherwise) out of or in connection with: (a) the Website, information contained on or omitted from the Website, or the use of or inability to use the Website; (b) any decision made in reliance on any information contained on the Website; (c) any trading of, or decision not to trade, securities of ThrillCapital Companies, subject to any rights you may have under the Consumer Guarantees Act. In the case of goods or services supplied or offered by TCL, its directors, employees, agents or related companies, liability for breach of any implied warranty or condition which cannot be excluded is limited at TCL’s option to either: (a) the supply of the goods (or equivalent goods) or services again; or (b) the payment of the costs of having the goods (or equivalent goods) or services supplied again.

8. Governing Law: The ThrillCapital website and trading facility is governed by New Zealand law. You agree that any dispute arising from or in connection with this disclaimer is subject to the non-exclusive jurisdiction of the courts of New Zealand.

9. What does the fact that ThrillCapital is not a registered exchange mean?
9.1 As an unregistered trading facility, ThrillCapital is not subject to the same regulatory protections as a registered exchange. 9.2 Registered exchanges are required to have detailed rules relating to the governance and conduct of listed companies, and the conduct of participating brokers. Compliance with those rules is monitored and enforced by the exchange. ThrillCapital does not offer such protections.
9.3 The rules of registered exchanges are vetted, and can be disallowed, by the Minister of Commerce. Registered exchanges are also subject to a specific Securities Commission monitoring regime. No such vetting or monitoring applies to an unregistered trading facility such as ThrillCapital.
9.4 Companies listed on a registered exchange (“Listed Companies”), are subject to a number of requirement under the Securities Markets Act. Issuers on ThrillCapital are NOT subject to these requirements. In particular: (a) Insider trading regime: Trading by a person who, due to some connection with the Listed Company, has information not generally available is prohibited on a registered exchange. This is not the case on ThrillCapital. Directors of ThrillCapital companies will, however, be subject to the more limited insider trading restriction in the Companies Act. (b) Continuous disclosure regime: Listed Companies are required to inform the market of events and developments relevant to the price of the company’s securities as they occur. Companies on ThrillCapital are not subject to this requirement under the Securities Markets Act. (c) Director’s and officers relevant interest disclosure: Directors and officers of Listed Companies must promptly report their security dealings in the company. Companies on ThrillCapital are not subject to this requirement under the Securities Markets Act. (d) Substantial security holder disclosure: A person with an interest in 5% or more of the voting securities of a Listed Company must disclose that fact and any changes in their holding. This is intended to ensure disclosure of major interests and thereby to prevent abuse in transactions entered into by such persons. Companies on ThrillCapital are not subject to this requirement under the Securities Markets Act.
9.5 The Securities Commission oversees compliance of Listed Companies with the Securities Markets Act. This is not the case for companies on ThrillCapital. Companies on ThrillCapital will, however, be subject to Securities Commission oversight for other regulatory requirements (for example, compliance with the Securities Act).
9.6 Listed Companies are also automatically subject to the Takeovers Code. ThrillCapital companies will only be subject to the Takeovers Code if they are incorporated in New Zealand and have 50 or more shareholders and at least $20 million in assets. The purpose of the Takeovers Code is to ensure that everyone concerned is fully informed and that a fair price should be paid for all shares acquired.

To trade shares you must be registered with ThrillCapital™.

As a registered user of ThrillCapital™ you acknowledge that ThrillCapital™/the Company is not a registered securities exchange or authorised securities exchange, or regulated under New Zealand securities markets law. Specifically, as a registered user of ThrillCapital™ you acknowledge that ThrillCapital™ is not regulated under section 36B of the Securities Markets Act 1988. ThrillCapital™ is an unregistered securities trading facility. The Company will not have any responsibility for ensuring compliance by issuers with securities law. Investors trading in securities quoted on ThrillCapital™ trade at their own risk. ThrillCapital™ is not accompanied by the investor protections which accompany a registered exchange.

As an unregistered trading facility, ThrillCapital™ is not subject to the same regulatory protections as a registered exchange. Registered exchanges are required to have detailed rules relating to the governance and conduct of listed companies, and the conduct of participating brokers. Compliance with those rules is monitored and enforced by the exchange. ThrillCapital™ does not offer such protections. The rules of registered exchanges are vetted, and can be disallowed, by the Minister of Commerce. Registered exchanges are also subject to a specific Securities Commission monitoring regime. No such vetting or monitoring applies to an unregistered trading facility such as ThrillCapital™.

Companies listed on a registered exchange ("Listed Companies") are subject to a number of requirements under the Securities Markets Act. Issuers on ThrillCapital™ are NOT subject to these requirements. In particular:

The Securities Markets Act insider trading regime does not apply to companies on ThrillCapital™:

Trading by a person who, due to some connection with the Listed Company, has information not generally available to the public is prohibited on a registered exchange. This is not the case on ThrillCapital™. Directors of ThrillCapital™ companies will, however, be subject to the more limited insider trading restrictions in the Companies Act 1993.

The Securities Markets Act continuous disclosure regime will not apply to companies on ThrillCapital™:

Listed Companies are required to inform the market of events and developments relevant to the price of the company's securities as they occur. Companies on ThrillCapital™ are not subject to this requirement under the Securities Markets Act.

The Securities Markets Act directors and officers relevant interest disclosure regime will not apply to companies on ThrillCapital™: Directors and officers of Listed Companies must promptly report their security dealings in the company. Companies on the ThrillCapital™ trading facility are not subject to this requirement under the Securities Markets Act.

The Securities Markets Act substantial security holder disclosure regime will not apply to companies on ThrillCapital™: A person with an interest in 5% or more of the voting securities of a Listed Company must disclose that fact and any changes in their holding. This is intended to ensure disclosure of major interests and thereby to prevent abuse in transactions entered into by such persons. Companies on ThrillCapital™ are not subject to this requirement under the Securities Markets Act.

The Securities Commission oversees compliance of Listed Companies with the Securities Markets Act. This is not the case for companies on ThrillCapital™. Companies on ThrillCapital™ are, however, subject to Securities Commission oversight for other regulatory requirements (for example, compliance with the Securities Act).

Listed Companies are also automatically subject to the Takeovers Code. ThrillCapital™ companies will only be subject to the Takeovers Code if they are incorporated in New Zealand and have 50 or more shareholders.

The Company places great emphasis on the integrity of the ThrillCapital™ trading facility. As a result, any trading activities deemed to be disruptive or manipulative by ThrillCapital™ will result in your suspension from the ThrillCapital™ trading facility and/or prosecution under New Zealand law. ThrillCapital™ is governed by the laws of New Zealand. Access to and use of the ThrillCapital™ website is governed by the laws of New Zealand. Any dispute arising in relation to these Terms is subject to the exclusive jurisdiction of the courts of New Zealand.

A Confirmed Auction Listing to sell a block of shares is deemed by ThrillCapital™ to be a legally binding contract and subsequently cancelling or altering a Confirmed Auction Listing undermines the integrity of the marketplace. You cannot cancel a Confirmed Auction Listing under any circumstances and you may only alter your listing if there are no bids placed against your block of shares. If you wish to alter an auction listing please contact ThrillCapital™ as soon as you realise your error .

A Confirmed Auction Bid to purchase a block of shares is deemed by ThrillCapital™ to be a legally binding contract and subsequently cancelling a Confirmed Auction Bid undermines the integrity of the marketplace. You cannot cancel a Confirmed Auction Bid under any circumstances and you may only alter your confirmed bid when you make a typographical error and enter an incorrect bid amount. If you wish to alter a confirmed bid, please contact ThrillCapital™ as soon as you realise your error. You must pay for any successful Confirmed Auction Bid in full, and cannot utilise a margin account.

Existing shareholders of companies who trade with ThrillCapital™ are automatically registered as ThrillCapital™ users.

Currently the Company provides a facility for trading previously allotted securities. In the future, any company wishing to offer new securities will need to comply with all New Zealand securities law requirements (including the preparation of a prospectus and investment statement). The Company will not have any responsibility for ensuring compliance by issuers with securities law.

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Part C General Website Terms of Use

Companies whose shares are traded on ThrillCapital™ can from time to time post company announcements and other information relevant to their company on the website. The content of this website (including company announcements) is for general information only and does not constitute any form of advice or recommendation upon which a specific decision should be made. The content of this website is not intended to be investment advice and you should not treat it as such. Before you make any investment decisions, you should obtain professional independent investment advice. Nothing on this website is, or shall be, construed as an offer of, or an invitation to take up, securities. ThrillCapital™ does not endorse or recommend or advise investment in any securities or products referred to on this website.

The Company has taken steps to try to ensure the accuracy and currency of the materials contained on this website but excludes any warranty, express or implied, as to quality, accuracy, timelines, completeness or fitness for a particular purpose of the material contained on this website. If you rely on any such information posted on this website, you do so at your own risk.

The Company does not accept responsibility and will not be liable for any claims, penalties, loss, damages or expenses arising from the use or the inability to use this website or material on this website or from any unauthorised access or alteration to this website by any third parties. The Company does not warrant that this website is error free or that access to this website, or any part of this website, will be uninterrupted.

The Company, its directors and any third party associated with the website are not liable to you for any loss or damage of any kind whatsoever arising out of or in connection with the access to or use of this website, the content (or any omission from content) of this website, any decision to trade (or not to trade) shares in companies traded on ThrillCapital™ or any reliance on any information on this website. This exclusion applies whatever the nature of loss or damage (including loss of profits, savings, revenue or business) and however liability might arise (including for breach of contract or in tort, including negligence).

You must indemnify the Company, its directors and any third party associated with the website against all liabilities, losses and costs, including legal costs, incurred by us arising out of or in connection with you accessing or using the website, you relying on any of the content of this website or you breaching any of these Terms.

If you violate or breach any of these Terms, the Company has the right to seek any remedy available to it by law and in equity and may terminate your use of this website (in which case you will indemnify the Company against the consequences of your breach).

You acknowledge and agree that all of the material on this website , including text, images, videos, programme listing information, graphics, trade marks, layout, look-and-feel and any other information contained on or in this website (the “Material”) is subject to copyright and other proprietary rights belonging to the Company or its licensors. This website is for your personal, non commercial use only and you agree that nothing contained on this website grants you any licence or right to use the Material. You agree not to, in any way, copy, reproduce, republish, upload, post, transmit, distribute, store (including in electronic form) or modify the Material in whole or in part, whether in text, graphical, audio, video or executable form, without the Company’s express written permission.

The website is intended for access and use in New Zealand and use of this website and these Terms shall be governed by the laws of New Zealand without reference to principles of conflict of laws. You agree to be bound by such laws and irrevocably agree to submit to the jurisdiction of the courts of New Zealand in connection with the interpretation or application of these Terms. The Company has no responsibility for compliance with the laws of any other country. If you access this website from a country other than New Zealand, you are responsible for compliance with laws of that country. You are not permitted to access this website from a country in which the contents of this website are unlawful.

In your use of this website, you agree not to do anything that may cause undue inconvenience, disruption or offence to the Company, or that may affect the security or operation of this website, any services offered via this website or any network or system underlying or connected to them (including without limitation, by using a robot, spider, scraper or other automated means to access this website or feature on it for any purpose).

You acknowledge and agree that links and references on this website to external websites or third party material (including advertisements) are provided to you as a convenience only. Except to the extent required by mandatory statutory provisions, the Company is not responsible for any third party material you access on or through this website (including advertisements) and the Company has not reviewed and does not endorse or assume any responsibility for any third party content, advertisements, or products or services offered on or available through this website or any external websites.

You agree not to create any links from any external websites to this website (including deep-links) except with the prior express written permission of the Company. If you wish to obtain such permission please email the Company.

You acknowledge that any external information linked to from this website has been prepared by the companies concerned. Thrill Capital Ltd has not verified the accuracy of such information.

You acknowledge that any information or material which you provide electronically through your access to or usage of this website is not confidential or proprietary, except as may be required under applicable law, and acknowledge that unprotected communication over the internet is subject to possible interception, alteration or loss. You warrant that any information or materials (other than personal data) which you provide to the Company via this website do not infringe the rights of any person or entity, and that such information and materials may be used in whole or in part in any manner by the Company including, but not limited to, reproduction, retransmission or publication of such information or material or ideas or concepts. You agree not to introduce into or through this website any information or materials which may be harmful to others.

Personal data will be treated in accordance with the Company’s Privacy Policy.

You are entirely responsible for maintaining the security of your user name and password, and for all activity which occurs on or through your user name and password, whether authorised or unauthorised. You should change your password immediately if you believe that your user name and password have been used without authorisation. The Company shall not have any liability for your failure to comply with these obligations. You agree that all information provided to the Company by you in relation to your user name and password shall be current, complete and accurate.

Part D ThrillCapital Club Terms of Use

Investor Qualifications

The Service is available only to Accredited Investors who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. ThrillCapital Club may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify ThrillCapital Club for violations of this Agreement.

Securities Products

Listings on the ThrillCapital Club pages of the Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. ThrillCapital Club Members may use the ThrillCapital Trading Facility to buy and sell shares in their investment, subject to the conditions outlined in Part B Above.  The ThrillCapital Club will target companies seeking private placement investments, which tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers. Currently, entities must have assets of at least $5 million (or all individual owners meet accredited investor tests). Individuals must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year.

The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.

None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared by without reference to any particular User's investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where ThrillCapital Club is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.

Modification of Agreement

ThrillCapital Club reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. Such modification shall become part of this Agreement and are automatically effective once posted on the Site or by sending you an email. This Agreement may not be orally amended. ThrillCapital Club may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Proprietary Rights

You agree that to the extent you receive information from; ThrillCapital Limited or the ThrillCapital Club, Issuers or other Investors with respect to any Investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Issuer or Investor. You agree that ThrillCapital Limited and the ThrillCapital Club may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of ThrillCapital Limited and the ThrillCapital Club, its users, or the public.

By using and accessing the ThrillCapital Club, you agree to keep all information you learn about companies, funds, and investment opportunities on the site private and confidential

Authorized User

Our Services and certain pages of the Site are available only to Investors who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening and/or identification verification. Only users of ThrillCapital Club with a valid User ID and password are authorized to access such services and web pages.

Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party's use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. ThrillCapital Club reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us at info@thrillcapital.com

Use of Links

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under ThrillCapital Club's control, and you acknowledge that ThrillCapital Club is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by ThrillCapital Club or any association with its operators. You further acknowledge and agree that ThrillCapital Club shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the ThrillCapital Club Site and Service.

Third Party Content

Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively "Third Party Content"). ThrillCapital Club does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that ThrillCapital Club is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.

Termination

ThrillCapital Club may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

ThrillCapital Club has no special relationship with or fiduciary duty to you. You acknowledge that ThrillCapital Limited or ThrillCapital Club has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release ThrillCapital Limited and ThrillCapital Club from all liability for you having acquired or not acquired Content through the Site. ThrillCapital Limited and ThrillCapital Club makes no representations concerning any Content contained in or accessed through the Site, and ThrillCapital Limited or ThrillCapital Club will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

ThrillCapital Limited and ThrillCapital Club neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.

THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.

ThrillCapital Limited and ThrillCapital Club makes no representation or warranty, express or implied, with respect to any third party data provided to ThrillCapital Limited and ThrillCapital Club or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose.ThrillCapital Limited and ThrillCapital Club will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by ThrillCapital Limited and ThrillCapital Club or "force majeure" or any other cause beyond the control of ThrillCapital Limited and ThrillCapital Club.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS 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. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

Electronic Communication Privacy Act Notice (18usc 2701-2711): ThrillCapital Limited and ThrillCapital Club makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. ThrillCapital Limited and ThrillCapital Club will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on ThrillCapital Limited or ThrillCapital Club's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless ThrillCapital Limited and ThrillCapital Club, its affiliates and each of its, and its affiliates 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 Site, Service, Content or otherwise from your User Submissions, violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. ThrillCapital Limited and ThrillCapital Club reserves 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 ThrillCapital Limited and ThrillCapital Club in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL ThrillCapital Limited or ThrillCapital Club, NOR ITS DIRECTORS, EMPLOYEES, 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 SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (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) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Governing Law; Arbitration

This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and ThrillCapital Limited, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against ThrillCapital Limited and ThrillCapital Club only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Registration Data; Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to ThrillCapital Limited and ThrillCapital Club, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to ThrillCapital Limited and ThrillCapital Club.

Integration and Severability

This Agreement is the entire agreement between you and ThrillCapital Limited and ThrillCapital Club with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and ThrillCapital Limited and ThrillCapital Club with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement 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.