Terms And Conditions Of Use

General

Welcome to the Overwatch Capital Management Investment Corporation ("Overwatch Capital Management") Website. Please carefully review these terms and conditions ("Terms of Use"), the Privacy Policy set forth below (the "Privacy Policy"), and the terms and conditions on the Overwatch Capital Management Website that govern particular offers or features ("Additional Terms and Conditions," together with these Terms of Use and the Privacy Policy, form the "Agreement") all of which collectively govern your use of and access to all of the Overwatch Capital Management Website and any and all content, data and information contained therein. YOUR USE OF THE Overwatch Capital Management Website CONSTITUTES YOUR UNCONDITIONAL AGREEMENT TO FOLLOW AND BE BOUND BY THIS AGREEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME BY Overwatch Capital Management, IN ACCORDANCE WITH THIS AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THESE TERMS OF USE, THE PRIVACY POLICY AND THE ADDITIONAL TERMS AND CONDITIONS, THE FOLLOWING ORDER OF PRECEDENCE SHALL CONTROL: (1) TERMS OF USE, (2) PRIVACY POLICY AND (3) ADDITIONAL TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE OR ACCESS THIS Overwatch Capital Management WEBSITE.

Structure Of The Overwatch Capital Management Group Of Companies, Inc.

Overwatch Capital Management is part of The Overwatch Capital Management Group of Companies, Inc. which is comprised of a group of independent legal entities some of which may be affiliates, share some common ownership or have been sponsored and managed by subsidiaries of Overwatch Capital Management Investment Corporation (collectively, "Overwatch"). Each entity that is part of The Overwatch Capital Management Group of Companies, Inc. is a separate legal entity and no legal or financial relationship is to be implied between or among any entities on this Overwatch Capital Management Website. The products and services included on this Overwatch Capital Management Website may be offered by any of the entities that are part of The Overwatch Capital Management Group of Companies, Inc. Please note that these products and services may change at any time. In addition, there may be eligibility or suitability requirements for these products and services and they may not be available in all geographic areas.

Modifications of This Agreement

Overwatch Capital Management reserves the right to change, modify, amend and/or update this Agreement at any time with or without prior notice. Your use of this Overwatch Capital Management Website following any such changes, modifications, amendments and/or updates constitutes your unconditional agreement to follow and be bound by this Agreement as so changed, modified, amended and/or updated. You are responsible for reviewing this Agreement each time you use or access any Overwatch Capital Management' Website.

Links

Overwatch Capital Management is not affiliated or associated with the sponsors, owners or producers of any third-party Websites linked to or from this Overwatch Capital Management Website. These linked Sites are not under Overwatch Capital Management' control and Overwatch Capital Management explicitly disclaims any responsibility for the accuracy, content or availability of the information, products, and/or services found on or through such third-party Sites. Overwatch Capital Management does not endorse and has not taken any steps to confirm the accuracy or reliability of any of the information, products or services contained on or through such third-party Sites. Overwatch Capital Management does not make any representations or warranties as to the security of any information (such as credit card and other sensitive information) you might give on any third-party Site.

Solely Intended For United States Users

Unless otherwise explicitly specified on the Overwatch Capital Management Website, the information on all of the Overwatch Capital Management Website is intended solely for use and access by persons residing in the United States, its territories and possessions. Overwatch Capital Management controls and operates its Website from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Overwatch Capital Management Website is appropriate for use or access in other locations. Anyone using or accessing any of the Overwatch Capital Management Website from other locations do so on their own initiative and are responsible for compliance with local United States laws, if and to the extent applicable.

Use

The Overwatch Capital Management Website and its contents are intended solely for personal use. Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of this Overwatch Capital Management Website are copyrights, patents, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Overwatch or by third parties who have licensed their materials to Overwatch Capital Management and are protected by U.S. and international intellectual property laws. The compilation (i.e., the collection, arrangement and assembly) of all materials on this Overwatch Capital Management Website is the exclusive property of Overwatch Capital Management or its licensors and is protected by U.S. and international copyright laws. Except as solely provided in the next sentence, no material from the Overwatch Capital Management Website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. You may download one copy of the materials on any single computer for your personal use only, provided that: (a) you keep intact all copyright and other proprietary notices; (b) you do not use the materials in a manner that suggests an association with any of Overwatch Capital Management' products, services or brands; and (c) you make no modifications to the materials. In addition, you agree not to: (i) use or access this Overwatch Capital Management Website for any purpose that is unlawful or prohibited by this Agreement; (ii) use or access this Overwatch Capital Management Website in a manner that could damage, disable, overburden, or impair any Overwatch Capital Management' server or the networks connected to any Overwatch Capital Management' server; (iii) interfere with any third-party's use and enjoyment of this Overwatch Capital Management Website; or (iv) attempt to gain unauthorized access to accounts, computer systems or networks connected to any Overwatch Capital Management' server through hacking, password mining or any other means.

User IDs/Passwords

Use of certain features on the Overwatch Capital Management Website might be limited and/or require registration. Overwatch Capital Management will review and determine, in its sole discretion, whether to accept your registration. Overwatch Capital Management shall have the right, in its sole discretion, to refuse or restrict anyone from access to the Overwatch Capital Management Website at any time for any reason. Upon acceptance of your registration by Overwatch Capital Management, you will be given your user ID and password (collectively "Password") for access to and use of the applicable portion of the Overwatch Capital Management Website.

Overwatch Capital Management reserves the right to require you to periodically change your Password. You agree to use your best efforts to maintain the security of your Password. You shall not disclose your Password to anyone else, and you shall not use anyone else's Password. You agree to notify Overwatch Capital Management immediately about any unauthorized use of your Password or any breach of security. You further agree that Overwatch Capital Management shall not be responsible for your failure to comply with this Section or any loss or damage arising out of, or related to, your use of your Password by you or anyone other than Overwatch.

Disclaimer

THIS Overwatch Capital Management Website IS PROVIDED BY Overwatch Capital Management ON AN "AS IS" AND "AS AVAILABLE" BASIS. Overwatch Capital Management MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS Overwatch Capital Management Website OR THE INFORMATION INCLUDED ON THE Overwatch Capital Management' Website. Overwatch Capital Management DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. Overwatch Capital Management DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THIS Overwatch Capital Management Website WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE Overwatch Capital Management Website OR THE SERVER THAT MAKES THE Overwatch Capital Management Website AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS INCLUDING VIRUSES. Overwatch Capital Management DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THIS Overwatch Capital Management Website IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THIS Overwatch Capital Management Website, THAT YOUR USE IS AT YOUR SOLE RISK.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL Overwatch Capital Management OR ANY OF ITS SHAREHOLDERS, AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR ACCESS TO OR INABILITY TO USE OR ACCESS THIS Overwatch Capital Management Website, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF Overwatch Capital Management HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU, AND NOT Overwatch Capital Management, SHALL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL Overwatch Capital Management BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED UNITED STATES DOLLARS ($100.00) FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT.

User Submissions, Postings And Email Communications

All remarks, suggestions, ideas, graphics, or other information communicated by you to Overwatch Capital Management through the Overwatch Capital Management Website (collectively, the "Submission") will forever be the property of Overwatch Capital Management and you waive all of your rights, including but not limited to moral rights, therein if applicable, provided that you will continue to be responsible for the content of the Submission including, without limitation, any indemnification obligations related to such Submissions. Overwatch Capital Management will not be required to treat any Submissions as confidential (unless required by law or if Overwatch Capital Management has agreed to treat it as confidential in other documentation), and will not be liable for any ideas for its business (including without limitation, product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future Overwatch Capital Management' operations. Without limitation, Overwatch Capital Management will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere and will be entitled to use the Submission for any commercial or other purpose whatsoever without compensation to you or any other person sending the Submission. Overwatch Capital Management retains the right to review, edit or delete from the Overwatch Capital Management Website any Submission which Overwatch Capital Management in its sole discretion considers illegal, offensive, in violation of a third-party right or otherwise inappropriate.

Email And Other Communications

In connection with your use of the Overwatch Capital Management Website, you consent to Overwatch Capital Management recording any communication, electronic or otherwise, between you and Overwatch Capital Management and retaining any information and data you submit while using the Overwatch Capital Management Website.

In using the Overwatch Capital Management Website, you may be permitted to communicate electronically with Overwatch Capital Management by sending electronic mail to Overwatch Capital Management; however, you acknowledge and agree that only general information or inquiries may be submitted to Overwatch Capital Management via electronic mail and any other submissions or communications on or through the Overwatch Capital Management Website (e.g., the placement of orders) may be submitted only in accordance with the express instructions set forth on the Overwatch Capital Management Website for such submissions or communications. Please do not send any time-sensitive communications to Overwatch Capital Management via e-mail as Overwatch Capital Management cannot be responsible for responding to any such communications.

Investigations

Overwatch Capital Management may seek to gather information from the user who is suspected of violating this Agreement, and from any other user. Overwatch Capital Management may suspend any users whose conduct or postings are under investigation and may remove such material from its servers as it deems appropriate and without notice. If Overwatch Capital Management believes, in its sole discretion, that a violation of this Agreement has occurred, it may edit or modify any submission, posting or e-mails, remove the material permanently, cancel postings, warn users, suspend users and passwords, terminate accounts or take other corrective action it deems appropriate. Overwatch Capital Management will fully cooperate with any law enforcement authorities or court order requesting or directing Overwatch Capital Management to disclose the identity of anyone posting any emails, or publishing or otherwise making available any materials that are believed to violate this Agreement. YOU WAIVE AND HOLD HARMLESS Overwatch Capital Management FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY Overwatch Capital Management DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER Overwatch Capital Management OR LAW ENFORCEMENT AUTHORITIES.

Online Copyright Infringement Notification Policy

If you believe that this Overwatch Capital Management Website contains materials that constitute copyright infringement, please notify Overwatch Capital Management in accordance with its Online Copyright Infringement Notification Policy, below.

Indemnification

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD Overwatch Capital Management AND ITS SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING FROM OR RELATED TO (I) YOUR USE OF THIS Overwatch Capital Management Website AND/OR (II) YOUR BREACH OF ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT.

Terms And Termination

Overwatch Capital Management shall have the right to terminate your access to, and use of, the Overwatch Capital Management Website immediately, if, in its sole discretion, Overwatch Capital Management believes that your conduct fails to conform with this Agreement. Overwatch Capital Management also reserves the right to investigate suspected violations of this Agreement, including without limitation any violation arising from any submission, posting or emails you make or send to the Overwatch Capital Management Website. Upon termination of this Agreement, all rights granted to you under this Agreement will cease immediately, and you agree that you will: (a) immediately discontinue use of the Overwatch Capital Management Website; and (b) as applicable, pay any amounts owed to Overwatch Capital Management in full within thirty (30) days from the date of such termination.

Applicable Laws

This Agreement shall be governed by and construed under the laws of the State of Illinois, without regard to conflicts of laws principles. YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS Overwatch Capital Management Website OR THE USE OR ACCESS THEREOF MAY BE IN THE STATE OR FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS.

Commencement of Actions

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THIS Overwatch Capital Management Website MUST BE COMMENCED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

Miscellaneous

The failure of Overwatch Capital Management to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit Overwatch Capital Management' rights with respect to such breach or any subsequent breaches. Neither the course of conduct between the parties nor trade practice shall act to modify this Agreement. Overwatch Capital Management may assign its rights and duties hereunder to any party at any time without any notice to you. This Agreement may not be assigned by you without Overwatch Capital Management' prior written consent. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.