TERMS OF USE

Consent: Please read these Terms of Use carefully before using this Website. By accessing this website www.thekapgroup.com (referred to herein as the “Website”), you and the company you represent (referred to herein as “You,” “Your,” and “User”)) agree to be bound by these Terms of Use (referred to herein as “Terms of Use” or “Agreement”). If you do not agree to these Terms of Use, do not access this Website. KAP Group LLC (hereinafter “KAP Group,” “we,” “us,” or “our”) reserves the right to change these Terms of Use at its own discretion and without notice to you and your use of the website constitutes agreements to all such changes. We retain the right to deny access to this Website to anyone for any reason, including, but not limited to, for violation of any of these Terms of Use. We may in our sole discretion and without any notice requirement, change, improve, or correct information and/or materials on this website and discontinue or change any service or product described in or offered on this website at any time.

Privacy Policy: We do not collect personal identification information from you. We allow you to contact us as noted on the Website, in which case you may provide personal information to us, including your legal name, email address, mailing address, telephone number(s), and generalized interest information in this Website or our services. We do not collect such information in any way, except to contact you about products or services as you request. We may collect information about you, on an anonymous aggregate basis, in surveys of the Website as well as aggregate information about the searches users perform and the pages users access or visit on the Website. We may also monitor, on an anonymous aggregate basis, including patterns of use in connection with the Website or e-mails that it sends out so that we may use such information to better personalize the content of the Website and our mailings for users. We may also automatically collect your Internet Protocol address to help diagnose problems and for system administration. The effective date of this Privacy Policy is March 2010. If we change this privacy policy, we will post any changes on this Website; we will not notify you in any other way. You may contact us via e-mail at info@thekapgroup.com or send mail to 100 Fillmore Street, Denver, CO 80206.

Use: You may not use this Website to do any of the following: (1) modify or download the Website or its contents (except as necessary to view content); (2) create any derivative work based on either the Website or its Content (as defined below); (3) collect personal information, including, but not limited to, IP addresses, addresses, e-mails, or contact information of users of the Site; (4) use any meta tags or any other “hidden text” utilizing our name or the Trademarks without our express written consent; (5) use software robots, spiders, crawlers, or similar data gathering and extraction tools; (6) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (7) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site; (8) republish, distribute, assign, sublicense, or sell the Content, as defined herein, or any other aspect of the Website; (9) take any other action that may impose an unreasonable burden or load on our infrastructure; or (10) engage in any activities related to this Website that are contrary to applicable laws or regulations. Any unauthorized use by you of the Website terminates your license to use the Website without prejudice to any other remedy provided by applicable law.

Information Submitted to Website: Any inquiries, feedback, suggestions, information, or ideas you provide us (collectively, “Submissions”) will be treated as nonproprietary and non-confidential. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submissions.

Property: All content available on the Website including, but not limited to, text, graphics, logos, button icons, images, audio clips, data compilations, and software, and the compilation thereof (the “Content”) is the property of KAP Group, our affiliates, or others and is protected by copyright and other intellectual property laws. The trademarks, logos, and service marks displayed on the Website (collectively, the “Trademarks”) are the marks of KAP Group, our affiliates, or others and are protected by trademark laws. Except as set forth in the limited license below, or as required under applicable law, the Content, the Trademarks, or any other portion of the Website may not be used, reproduced, duplicated, copied, sold, resold, distributed, displayed, publicly performed, reposted, used to prepare derivative works, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent or, if applicable, the prior written consent of the Content, Trademark, or other property’s rights holder. You agree that you will not remove or obscure any copyright or other notices or legends contained in any such information.

Links: We are not responsible for the content of any off-Website pages or any other websites linked to or from the Website. Links appearing on the Website are for convenience only and are not an endorsement by us, our affiliates, or our partners of the referenced content, product, service, or supplier. You linking to or from any off-Website pages or other websites is at your own risk. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, off-Website pages or any other websites linked to or from the Website, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms of use. A website that links to our Website (1) may link to, but not replicate, our Content; (2) may not imply that we are endorsing such website or its services or products; (3) may not misrepresent its relationship with us; or (4) may not portray us or our products or services, in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions.

NO REPRESENTATION OR WARRANTY: THE WEBSITE, INCLUDING INFORMATION, PRODUCTS, AND SERVICES DESCRIBED THEREON, IS PRESENTED “AS IS.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) IN CONNECTION WITH THESE TERMS OF USE OR THE WEBSITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF THE WEBSITE OR AS TO THE ACCURACY OF THE CONTENT OR INFORMATION MADE ON THE WEBSITE. We attempt to be accurate on the Website; however, to the extent permitted by applicable law, we do not warrant that the descriptions or other content available on the Website is accurate, complete, reliable, current, or error free. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE SITE IS INTENDED TO CONSTITUTE OR CREATE A WARRANTY. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE WEBSITE.

DISCLAIMER OF DAMAGES AND LIMITATION OF LIABILITY: YOU AGREE THAT WE (INCLUDING ANY OF OUR AFFILIATES, DIRECTORS, OFFICERS, OR EMPLOYEES) WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY: (1) INTERRUPTION OF BUSINESS; (2) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEBSITE; (3) DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (4) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE WEBSITE; (5) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION THAT MAY OCCUR IN CONNECTION WITH YOUR USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; (6) FOR ANY LOSS OR DAMAGE THAT YOU INCUR AS A RESULT OF YOUR USE OF THE WEBSITE OR ANY INFORMATION OR CONTENT ON THE WEBSITE; (7) ANY ACT OR OMISSION OF ANY PARTY INVOLVED IN MAKING THE WEBSITE; (8) UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, OR ANY FORCE MAJEURE. NONE OF THE ABOVE DISCLAIMERS SHALL BE INTERPRETED AS A LIMITATION, IN WHOLE OR IN PART, OF ANY OF THE OTHER DISCLAIMERS. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW WE (INCLUDING ANY OF OUR AFFILIATES, DIRECTORS, OFFICERS, OR EMPLOYEES) WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE WEBSITE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES AS SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. NOTWITHSTANDING THE FOREGOING LIMITATIONS ON LIABILITY, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED $50.

Indemnification: You agree to indemnify, hold harmless and defend KAP Group (including any of our affiliates, directors, officers, members, or employees) against any claim, liability, damages, loss, cause of action, proceeding, demand, and costs (including reasonable attorneys’ fees) incurred by KAP Group (including any of our affiliates, directors, officers, members, or employees) on account of a User’s and/or a third party’s claim regarding any or all of the following claims resulting from, in connection with, or related to: (i) your use of the Website; (ii) your breach of any provision of this Agreement; (iii) your obligations to any other party or person; (iv) any negligent or intentional wrongdoing by you; or (v) actions by you that allegedly cause property damage. KAP Group shall (i) give you notice of the relevant claim, (ii) cooperate with you in the defense of such claim, and (iii) give you the right to control the defense and settlement of any such claim, except that you shall not enter into any settlement that affects our rights or interest without our prior written approval. We shall be entitled to participate in such defense through our own counsel at our own cost and expense.

Choice of Law, Forum Selection, and Statute of Limitations: This Agreement will be governed by and construed in accordance with the laws of the state of California, without regard to or application of conflicts of law rules or principles. In the event that a dispute arises with respect to these Terms of Use, the Parties agree that the exclusive and sole forum shall be the State of California and the Parties agree to submit to the jurisdiction of the same. The sole forum for any litigation, claim or lawsuit directly or indirectly arising out of or related to this Agreement or the Website shall be exclusively in the courts, whether federal or state, in the state of California, and nowhere else. Any cause of action with respect to your use of the Website must be commenced within one year after your use of the Website.

Investments/Compliance with Law: None of the information contained in this web site constitutes a recommendation, solicitation or offer by KAP Group or its affiliates to buy or sell any securities or financial instruments or provide any investment advice or service. The information contained in this web site has been prepared without reference to any particular user’s investment requirements or financial situation. Certain transactions give rise to substantial risk and are not suitable for all investors. Prior to the execution of any transaction by you involving information you received from the Website, you should consult your business advisor, attorney, and tax and accounting advisors. The information and services provided on this web 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 regulatory or self-regulatory organization or where KAP Group is not authorized to provide such information or services. You are responsible for compliance with applicable federal, state, local, and international laws. We do not provide any advice regarding compliance with the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, the applicable law and regulations of any other jurisdictions in which Securities are or may be offered, filings with the Securities and Exchange Commission and/or each state regulatory authority, or with any other U.S., federal, state, local, or international laws. You assume full responsibility for making accurate statements and for not making representations which contain any untrue statement of a material fact or omissions of material facts required to be stated or necessary to make statements contained not misleading in light of the circumstances under which they are made.

Miscellaneous: You acknowledge and agree that these Terms of Use have been reviewed by you and that they are not to be construed or interpreted more strongly against KAP Group. Any boldface paragraph headings herein are included for ease of reference only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of these Terms of Use shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render these Terms of Use unenforceable or invalid as a whole: We will amend or replace such provision with one that is valid and enforceable and which achieves, to the maximum extent possible, our original objectives and intent as reflected in the original provision. To the extent that any provision cannot be re-written or modified to make it enforceable, such unenforceability shall not render the remainder of these Terms of Use unenforceable. You acknowledge and agree that these Terms of Use, together with our Privacy Policy, constitute the complete and exclusive agreement between us concerning your use of the Website, and supersede any prior or contemporaneous proposals, agreements, understandings or other communications, whether written or oral. These Terms of Use shall take precedence over any other documentation, and any conflicting or additional terms shall be deemed mere surplusage and shall be ineffective for any purpose as between the parties hereto unless agreed to in writing with specific reference to this paragraph by number. In the event that you engage KAP Group for services, terms and conditions for such use will apply for such use.

You may contact us via e-mail at info@thekapgroup.com or send mail to 100 Fillmore Street, 5th Floor, Denver, CO 80206.