Effective Date: March 12, 2019

TERMS OF USE OF THIS WEB SITE

Your use of the web sites on which these terms reside (collectively, the “Site”), and the features on the Site are subject to the terms, conditions, policies and notices contained on this page (the “Terms of Use”), which Two Sigma (defined below) may update from time to time. Please read these Terms of Use carefully before using this Site. By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Two Sigma, you agree to and are bound by the Terms of Use, including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of New York law. The Site is owned and controlled by Two Sigma Investor Solutions, LP ( “Two Sigma”, “we”, “our” or “us”) and/or its affiliates. If you are from any jurisdiction where the publication or availability of the Site is prohibited, or if you are under 18 years of age, you may not use this Site.

Two Sigma reserves the right to change these Terms of Use without notice at any time. Your use of this Site after we post any changes to these Terms of Use constitutes your agreement to those changes. Any such change to these Terms of Use shall be effective upon posting to the Site. Accordingly, you agree to periodically review these Terms of Use when accessing or using the Site.

You acknowledge and agree that Two Sigma may temporarily or permanently restrict, suspend or terminate the availability of the Site and/or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of these Terms of Use as determined in Two Sigma’s sole and absolute discretion, and without prior notice or liability. Any suspected fraudulent, abusive or illegal activity also may be referred to appropriate law enforcement authorities. Two Sigma will not be liable to you or any third party for any termination of your access to or use of the Site or any content thereon, including without limitation any content you may have posted, uploaded, or otherwise provided on the Site (“User Content”). You agree that you do not have any rights in this Site.

Each use of the Site constitutes your agreement to be bound by and comply with the then-current Terms of Use. If, at any time, you do not agree to be bound by or comply with these Terms of Use, then you should cease accessing or using this Site.

1. OWNERSHIP, LIMITED LICENSE TO USE THE SITE

Two Sigma and/or its affiliates own and maintain this Site. All information contained in this Site is intended solely for the use of those persons who have been granted permission to use this Site and who have agreed to these Terms of Use.

The Site and any content provided on the Site, including without limitation content provided by Two Sigma and/or its affiliates and/or licensors, including certain data, graphics, photographs, images, text, software, code, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including without limitation the name or logo of Venn, Two Sigma, any of its affiliates and/or any other entity described on the Site (collectively, “Two Sigma Content”) is, as between the parties, the property of Two Sigma and/or its affiliates and/or licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Except as specifically permitted below, nothing contained in these Terms of Use or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce Two Sigma Content contained in the Site. No act of downloading or otherwise copying from this Site will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of Two Sigma and/or its affiliates and may be used by Two Sigma and/or its affiliates for any lawful purpose without restriction, subject to the Privacy Policy posted on the Site. Two Sigma and its affiliates reserves, and will enforce to the fullest extent possible, all rights that it may have with respect to all content contained in the Site.

Two Sigma grants you a limited, nonexclusive, non-transferable, revocable license to display and use portions of the Site solely for your own private, internal, non-commercial, and informational purposes only, and to print pages from the Site only in connection with that use. Except as described in the immediately preceding sentence, you may not copy, store, modify, distribute, transmit, perform, alter, edit, reproduce, republish, exploit in any manner for any purpose, publish, license, create derivative works from, transfer or sell any Two Sigma Content, text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from Two Sigma which may be withheld for any or no reason. The Two Sigma Content is provided solely for your internal use, and you further agree not to download, display, distribute or use any Two Sigma Content, including without limitation in any publications, in public performances, on websites other than this Site, for any other commercial purpose, in connection with products or services that are not those of Two Sigma or its affiliates, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Two Sigma and/or its affiliates and/or licensors, that dilutes the strength of Two Sigma or its affiliates’ or licensors’ property, or that otherwise infringes Two Sigma or its affiliates’ or its licensors’ intellectual property rights. You further agree to in no other way misuse any Two Sigma Content or third party content that appears on this Site.

You acknowledge you have received and reviewed the Third Party Notices posted on the Site, including, without limitation, the various data vendor disclosures contained therein, the content of which may change from time to time. You agree to comply with the agreements, restrictions, and limitations contained in such Third Party Notices.

2. USAGE PARAMETERS

Prohibited Uses. In addition to the other limitations discussed in these Terms of Use, because all servers have limited capacity and are used by many people, the following requirements apply to your use of the Site: (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Site for any commercial purpose not expressly approved by Two Sigma in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment; (g) you may not use the Site in any manner that could damage or overburden any server of Two Sigma or its affiliates, or any network connected to any such server; (h) you may not use the Site in any manner that would interfere with any other party’s use of the Site; and (i) you may not use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with the business of Two Sigma or its affiliates.

Means of Access. The Site is generally intended to be viewed by a conventional Web browser. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data. You are responsible for obtaining and maintaining all equipment, services and other materials that you need to access and use the Site. You may not use any data mining, robots or similar data gathering and extraction programs or methods, whether automated or manual, to access, acquire, copy or monitor any portion of the Site or any data and content found on the Site, unless such devices or methods are expressly approved in advance by Two Sigma in writing.

Usage Monitoring. Two Sigma and its affiliates reserve the right, but do not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site. Any personal information collected during such monitoring will be used in accordance with the privacy policy posted on the Site. By using the Site, you accept Two Sigma’s and/or its affiliates’ right to access, archive, and/or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, compliance with applicable laws, rules or regulations or for any other reason. You agree that Two Sigma’s monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Two Sigma monitors your Site usage and enforces, or fails to enforce, these Terms of Use. You further agree that in no event will Two Sigma or its affiliates be liable for any damages incurred by you as a result of Two Sigma’s usage monitoring.

Unsolicited Ideas. Two Sigma always welcomes consumer feedback and appreciates your interest in sharing your thoughts with Two Sigma. However, it is Two Sigma’s policy not to accept or consider unsolicited ideas from outside Two Sigma, including ideas for new or improved products or packaging, technologies, product names, or promotion or marketing strategies. Should you submit an idea to Two Sigma, despite Two Sigma’s policy, Two Sigma will treat the information as non-confidential and non-proprietary and Two Sigma will be free to use the information for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.

3. NO OFFER OF SECURITIES; NO ADVICE

THIS SITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY TWO SIGMA OR ITS AFFILIATES OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY TWO SIGMA OR ITS AFFILIATES. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF EACH SUCH INVESTMENT FUND AS DETERMINED FROM TIME TO TIME BY TWO SIGMA OR ITS AFFILIATES IN ITS SOLE AND ABSOLUTE DISCRETION. NO CLIENT RELATIONSHIP IS CREATED BY OR UNDER THESE TERMS OF USE OR FROM YOUR USE OF THE SITE.

Such requirements may include, among other things, qualifying as an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended; a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a “qualified eligible person” within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a “qualified purchaser” within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. Access to information about the investment funds managed by, or advisory services offered by, Two Sigma or its affiliates is similarly limited to investors who meet the applicable investor suitability, experience and sophistication requirements. You acknowledge that participation in investment funds or investment advisory services is speculative in nature, involves a high degree of risk and is intended only for experienced and sophisticated investors.

This Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as a recommendation, by Two Sigma or its affiliates or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. Any tools displayed on the Site are not personalized to any user or group or type of users (including regarding the age, income, cash holdings, assets, tax status, investment experience and objectives of any user) and are provided for informational and educational purposes only. Such tools use certain statistical methods to provide hypothetical approximations and are based on limited and potentially inaccurate data sources. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions. Two Sigma is registered with the United States Securities and Exchange Commission (the “SEC”) as an investment adviser. Even so, as stated above, no material on the Site should be construed as or relied upon as investment advice or any other type of advice. Investment advisory services from Two Sigma are available only to persons who become clients of Two Sigma pursuant to an investment advisory agreement with Two Sigma. Registration with the SEC, with any state securities authority or with any other regulatory authority does not imply a certain level of skill or training.

4. PASSWORD-PROTECTED AREAS

Portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of Two Sigma. Password-protected portions of the Site may contain performance information for the investment funds sponsored or managed by affiliates of Two Sigma or for investment advisory services offered by Two Sigma or its affiliates. Users of the Site acknowledge that past performance is not necessarily indicative of future results. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by Two Sigma for their specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.

During any registration process, you must provide complete and accurate information about yourself during the registration process. It is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility. You may not have a user name or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable. You are solely responsible for maintaining the confidentiality of your password and account. Additionally, you are solely responsible for any and all activities that occur under your account. You agree to notify Two Sigma immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate or disclose any user name, ID, password, or other information that provides you access to the Site. Two Sigma is not liable for any loss that you may incur as a result of the unauthorized use of your password or account, either with or without your knowledge.

5. PRIVACY POLICY AND COOKIE POLICY

Two Sigma’s Privacy Policy and Cookie Policy posted on this Site applies to your use of this Site. Please read our Privacy Policy and Cookie Policy posted on this Site for more information about our information collection and use practices and our use of cookies. Your use of this Site signifies your consent to Two Sigma’s practices and use as described in the Privacy Policy and Cookie Policy posted on this Site.

6. NO RELIANCE

You agree that Two Sigma and/or its affiliates and licensors and independent contractors shall not be liable for any errors or delays in the content of any information provided through the Site or Two Sigma Content, or for any actions taken by you or any third party, in reliance thereon. The information contained within the Site and Two Sigma Content has been obtained from sources considered reliable, but such information is not guaranteed. While Two Sigma uses reasonable efforts to update the information contained in the Site, Two Sigma and its affiliates make no representations or warranties as to the accuracy, continued availability, reliability or completeness of any information on the Site, including without limitation any Two Sigma Content, or User Content at or on the Site. Any content of the Site is subject to change without notice. As noted above, permission by Two Sigma to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice. You acknowledge that any reliance on such material or systems will be at your own risk. Two Sigma makes no representations regarding the amount of time that any Two Sigma Content or User Content will be preserved.

7. MATERIALS TO BE CONSULTED IN THEIR ENTIRETY

Two Sigma does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Two Sigma and/or its affiliates without the prior review and written approval of Two Sigma.

All materials at the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses and any copyright or proprietary notices, including those contained in these Terms of Use. Any disclaimers, restrictions, disclosures or hedge clauses 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 material or document that you consult or download.

8. LINKS TO THIRD PARTY WEB SITES

Two Sigma has not reviewed any of the websites that may be linked to the Site, and is not responsible for the content of off-site pages or any other website linked or linking to this Site. Two Sigma is not responsible for the privacy practices of such other websites. Your linking to or use of any websites other than this Site is at your own risk. Two Sigma’s inclusion of links to other websites does not imply any endorsement of any kind by Two Sigma and/or its affiliates of the material located on or linked to by such websites nor do they imply any endorsement by the third party of the Site or of the link. Two Sigma disclaims any responsibility for the products or services offered or the information contained on any websites other than this Site.

9. NO WARRANTY

YOU EXPRESSLY AGREE THAT USE OF THE SITE AND TWO SIGMA CONTENT IS AT YOUR OWN RISK AND TWO SIGMA AND ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES, LICENSORS AND INDEPENDENT CONRACTS HAVE NO LIABILITY OR OBLIGATION TO YOU WITH RESPECT TO ANY PORTION OF THE SITE AND TWO SIGMA CONTENT AND SHALL NOT BE LIABLE TO YOU IN ANY WAY EXCEPT TO THE EXTENT REQUIRED BY LAW. TWO SIGMA AND ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, TWO SIGMA CONTENT, OR USER CONTENT AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. THE SITE AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. TWO SIGMA AND ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, TWO SIGMA CONTENT, USER CONTENT, ANY MATTER RELATED TO THE SITE AND SUCH INFORMATION AND MATERIALS ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. TWO SIGMA AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE OR THE INFORMATION AND MATERIALS CONTAINED THEREIN.

You acknowledge that you are aware that by using the Site you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.

TWO SIGMA AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS. TWO SIGMA AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE SITE.

10. LIMITATION OF LIABILITY; INDEMNIFICATION

IN NO EVENT SHALL TWO SIGMA AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO ACCESS AND/OR USE THE SITE OR WITH ANY DELAY IN USING THE SITE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) TWO SIGMA CONTENT, USER CONTENT, OR ANY OTHER INFORMATION AND MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE ACCESS TO AND/OR USE OF THE SITE; NOR SHALL TWO SIGMA AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND TWO SIGMA’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SITE’S RECORDS, PROGRAMS, OR SERVICES. IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS APPLY EVEN IF TWO SIGMA AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, NONE OF TWO SIGMA AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES WILL BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS. SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF TWO SIGMA AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, AGENTS AND EMPLOYEES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL TWO SIGMA AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, AGENTS OR EMPLOYEES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE OCCURRED OR $50, WHICHEVER AMOUNT IS LOWER.

These limitations of liability will apply regardless of: (i) any negligence of Two Sigma and its affiliates and their officers, directors, members, principals, investors, clients, agents or employees or (ii) whether the liability arises in negligence, strict liability, contract, tort (including negligence) or any other theory of legal liability; and will remain in effect even if any remedy fails of its essential purpose.

Your sole remedy for dissatisfaction with your use of the Site is to stop using the Site.

You hereby agree, at your own expense, to indemnify, defend and hold Two Sigma and its affiliates and their officers, directors, members, principals, investors, agents, employees, licensors and independent contractors harmless from and against any claim or demand, including reasonable attorneys’ fees, made by any third party due to (a) any inaccuracy, error, or delay in, or omission of (i) any such data, information, or message within the Two Sigma Content, (ii) the transmission or delivery of any such data, information, or message; (b) any loss or damage arising from or occasioned by (i) any such inaccuracy, error, delay, or omission, (ii) non-performance, or (iii) interruption of any such data, information or message, due either to any negligence act or omission by Two Sigma and its affiliates and their licensors and independent contractors or to any Force Majeure (as defined below); and (c) all liability costs incurred by these parties in connection with any claim arising out of any breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. Two Sigma and/or its affiliates reserves the right, at its or their 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 Two Sigma and/or its affiliates.

11. GENERAL

Both you and Two Sigma acknowledge and agree that no partnership is formed and neither of you nor Two Sigma has the power or the authority to obligate or bind the other.

These Terms of Use are governed by the internal laws of the State of New York, without reference to its conflicts of laws provisions. You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in the Borough of Manhattan, New York City as the exclusive jurisdiction and venue for the adjudication of all disputes arising out of or relating to the use of the Site. You hereby appoint the Secretary of State of the State of New York as your agent for service of process in any such proceeding. You agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with the Site and/or these Terms of Use, will be resolved individually, without resort to any form of class action. These Terms of Use operate to the fullest extent permissible by law.

Any notice to Two Sigma shall be given in writing and sent by registered mail to Two Sigma Investor Solutions, LP, 100 Avenue of the Americas, 16th Floor, New York, NY 10013, Attention: Matthew B. Siano, Esq., Managing Director, General Counsel, or at such successor address as designated by Two Sigma in its sole discretion from time to time.

The failure of Two Sigma to comply with these Terms of Use because of an act of God, war, floods, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Two Sigma (“Force Majeure”), shall not be deemed a breach of these Terms of Use.

If Two Sigma fails to act with respect to your breach or anyone else’s breach on any occasion, Two Sigma is not waiving its right to act with respect to future or similar breaches.

If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.