Camden Partners Web Site – Important Terms

1. INTRODUCTION

Camden Partners provides the information on this web site (the “web site”) for informational purposes only.  The content on this web site is not and should not be deemed an offer to sell, or a solicitation of an offer to buy, any securities or any other instruments by anyone in any jurisdiction.  This Agreement on the Important Terms of Use (this “Agreement”) describes the terms under which Camden Partners will permit persons who visit this web site to use the web site and the services that we make available on or through it, including, without limitation, (1) persons who are authorized to use specified secure areas of this site (“Authorized Users”) and (2) other persons who visit the web site but who are not authorized to use such secure areas (Authorized Users and other visitors collectively referred to as “you”).  Please read this Agreement carefully and refer to it as often as necessary.  This Agreement provides all of the applicable requirements and comprises the entire agreement between you and Camden Partners with respect to your use of the web site.

2. ACCEPTANCE OF TERMS THROUGH USE; ACKNOWLEDGEMENTS AND DISCLOSURES

By using the web site, you signify your agreement to all terms, conditions, disclosures and notices contained or referenced in this Agreement.  If you do not agree to this Agreement, you are not permitted to use the web site.  Camden Partners reserves the right, at its discretion, to update or revise this Agreement.  Please check this Agreement periodically for changes.

Your continued use of the web site following the posting of any changes to this Agreement constitutes acceptance of those changes.  You acknowledge that the information, materials, products and services on this web site are subject to change.

You understand that nothing on the web site shall be considered a solicitation or offer to buy or sell any security or other financial instrument or to offer or provide any investment advice or service to any entity or person in any jurisdiction.  You acknowledge that an offer to invest will be made by Camden Partners  by an approved disclosure device only and this web site is not such a device.

Any fund referenced on the web site is not registered as an investment company under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”), and the offering of shares or other interests in such fund is not registered under the United States Securities Act of 1933, as amended (the “Securities Act”).  Accordingly, in order for such fund and such offering to be exempt from registration under such Acts, the fund can only be offered and sold in offshore transactions or to a limited group of purchasers who are both “accredited investors” as defined in the Securities Act and “qualified purchasers” as defined in the Investment Company Act.

None of the material on this web site is offered as investment advice.  For members of the public, this means that neither the receipt nor the distribution of information though this web site constitutes the formation of an investment advisory relationship, or any similar client relationship.  No information in this web site constitutes investment, legal, tax or other advice nor is it to be relied upon in making an investment decision.

There are various risks you assume in relying on the information contained in this web site.  We will make reasonable efforts to provide accurate information on this web site, but at times we may not promptly update or correct such information even if we are aware that it is inaccurate, outdated or otherwise inappropriate.  We may change all or any portion of the web site at any time without notice to you.  We do not endorse the opinions of, or warrant the accuracy of facts or other information contributed by, any third-party.  You agree that we are not liable for any action you take or decision you make in reliance on any information contained on the web site.

3. USER CONDUCT

If you are an Authorized User, your user name and password will be your identity for purposes of interacting with the web site.  You will use your password solely in accordance with this Agreement and notify Camden Partners if you learn of or suspect any loss, theft or unauthorized use of your password.

You agree not to use the web site for any unlawful purpose.  You agree not to attempt to gain access to any area of the web site and any information for which you have not previously received authorization in writing.  You also acknowledge and agree that Camden Partners has put into place security measures designed to prevent unauthorized access to the information of other Authorized Users, and should you gain access to any information for which you have not received prior authorization, you will not view, download, print, harvest or collect, or attempt to view, download, print, harvest or collect, any such information.  You also agree that you will not upload or attempt to upload any content (including text, communications, software, images, sounds, data, or other information) that contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.

You acknowledge and agree that, although Camden Partners has implemented and uses its best efforts to maintain security measures designed to prevent the unauthorized access by visitors and other Authorized Users to the information that you are authorized to access and use, no security measures are available that can be 100% guaranteed to prevent such unauthorized access.  Camden Partners therefore does not warrant that such security measures will prevent such unauthorized access in each and every instance.

You further agree that you will not harvest or collect, or attempt to harvest or collect, information about other Authorized Users or other visitors to the web site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications.

4. HYPERLINKS TO THIRD-PARTY WEB SITES

The web site may link you to third-party web sites on the Internet.  You agree that these web sites may contain information or material that Camden Partners does not approve or endorse in any way.  Third-party web sites are not under the control of Camden Partners, and you acknowledge that Camden Partners is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites.  The inclusion of a link to a third-party web site is for informational purposes only and does not imply endorsement of the site by Camden Partners or any association with its operators.

5. PROPRIETARY RIGHTS

You acknowledge and agree that all content and materials available on the web site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws.  Except as may be expressly authorized by Camden Partners under a separate written agreement, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content.  Notwithstanding the foregoing sentence, and unless Camden Partners grants you broader rights under such separate written agreement, you are granted a limited license to print or download one copy of the materials or content on the web site on any single computer for your personal, non-commercial use, provided you keep intact all copyright and other proprietary notices; subject, however, to any express terms and conditions displayed with such materials or content.  Systematic retrieval of data or other content from the web site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Camden Partners is prohibited.  In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.  Except as expressly provided above, all rights are reserved.

As discussed above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on the web site is strictly prohibited without the express written permission of Camden Partners or as provided in a separate written agreement with Camden Partners.  Among other things, except to the extent required for the limited purpose of reviewing material on the web site, electronic reproduction, adaptation, distribution, performance or display is prohibited.  Use of any of Camden Partners’ trademarks as metatags on other web sites also is strictly prohibited.  You may not display this web site in frames (or any of the content or materials via in-line links) without our express written permission.  Permission to use certain content or materials in a manner prohibited by this Section 5 is granted only when certain limited criteria are met.

6. DISCLAIMER OF WARRANTIES

ALL CONTENT AVAILABLE THROUGH THE WEB SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE.  THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  CAMDEN PARTNERS AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEB SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF THE CONTENT WILL NOT OCCUR; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOUR USE OF THE WEB SITE IS SOLELY AT YOUR RISK.  BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

7. LIMITATION OF LIABILITY

You understand that Camden Partners undertakes no obligation and assumes no liability or responsibility (whether express or implied) to any person concerning the information or materials contained in this web site except as required by mandatory provision of law which may not be excluded and hereby excludes all liability for loss or damage (including direct, indirect, foreseeable, special or consequential loss or damage and including loss of profit) even if advised of the possibility of such damages incurred or sustained by any person in connection with the information or materials or its use including (without limitation) for the consequences of reliance upon any opinion or statement contained therein or any error or omission whether negligent or not, except to the extent such liability may not be excluded or limited by applicable law or regulation, including, but not limited to, the rules of the Securities and Exchange Commission of the United States, the Financial Services Authority of the United Kingdom or the Securities and Futures Commission of Hong Kong.

8. INDEMNIFICATION

Upon request by Camden Partners, you agree to defend, indemnify, and hold harmless Camden Partners, its subsidiaries and other affiliated companies, and the employees, contractors, officers, and directors of each of them from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of the web site.  Camden Partners reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Camden Partners in asserting any available defenses.

9. INTERNATIONAL USE

Camden Partners makes no representation that materials on the web site are appropriate or available for use in locations outside the United States, and accessing them from territories where the web site’s content is illegal is prohibited.  Those who choose to access the web site from other locations do so on their own initiative and are responsible for compliance with local laws.

10. CHOICE OF LAW AND FORUM

This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, excluding its conflicts of law rules.  You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement or your use of the web site will be filed only in the state or federal courts located in the State of Maryland, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

11. DISPUTE RESOLUTION

All disputes arising out of or relating to this Agreement or your use of the web site will be settled by final and binding arbitration conducted in Maryland, by a neutral arbitrator, in accordance with this Agreement and the then-current commercial arbitration rules of the American Arbitration Association.  Each party will bear its own expenses, except that the prevailing party may recover the filing costs and the expenses of the arbitrator from the other party.  Any award of the arbitrator will be in writing and will state the reasons for the award.  Judgment upon an award may be entered in any court having competent jurisdiction.  The arbitrator will not have the power to order pre-hearing discovery of documents or the taking of depositions, but may compel attendance of witnesses and the production of documents at the hearing.  The parties, their representatives and participants and the arbitrator will hold the existence, content and result of the arbitration in confidence, except to the limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration decision and award.  You agree that Camden Partners will be entitled to obtain preliminary injunctive relief to enforce any of the terms of this Agreement against you pending a final determination in arbitration.

12. SEVERABILITY AND INTEGRATION

Unless otherwise specified herein, this Agreement under which you are authorized to use the web site constitutes the entire agreement between you and Maryland with respect to the web site, and supersedes all other prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Maryland with respect to the web site.  If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.

13. TERMINATION

Camden Partners reserves the right, in its sole discretion, to terminate your access to all or part of the web site, with or without notice.