Disclaimer

VPM Partners/VPM Billing Policy and Terms of use (Updated as of July 1, 2011)

The following Terms of Use constitute VPM Partners (VPM Partners) Billing Policy and apply to ALL customers:

1. Subscription.

The service provided hereunder (the "Service") shall consist of a nonexclusive and nontransferable right to use the information contained in The VPM Partners Virtual Portfolio Manager (VPM) (the "software") in accordance with this Agreement during the Term (as defined below.)

Payments

All charges are shown in US Dollars. Payments are to be made in US dollars and must be drawn from a US bank. VPM Partners accepts the following types of payment:

VPM Partners request that all users set up an auto-billing cycle with PayPal. Your account will be charged at the time that you set up the auto-pay and billing every 90 days from that date. You will receive a link to set up your appropriate auto-billing cycle at the beginning of your subscription or your next billing cycle.

If you choose NOT to use PayPal auto-pay then All payments are due on or Before the Account Statement Date. The Account Statement Date begins on the monthly anniversary of the date the account was activated and is billed on a quarterly basis from that point forward.

Customers NOT paying via PayPal Auto pay agree to make payment of their balance due on or before the first day of the month of the next quarterly billing cycle or the Account Statement Date by one of the alternate methods of payments mentioned below.

Accounts WILL EXPIRE on the Account statement date or the first day of the month of the billing cycle Accounts that are ten (10) days past due will be automatically charged a Late Fee of $200. All past due and unpaid balances are subject to collection. In the event of collection, you will be liable for costs of collection including attorney's fees, court costs, and collection agency fees. If the accounts expire then payment must be received and check, Bank Wire or PayPal. If a check is sent the account will not be re-activated until the deposit has cleared.

Billing Cycles (Terms)

VPM Partners offers two Billing Cycles (terms) for subscriptions charges: Month to Month only on special request and must be approved, Quarterly (3 months) and Yearly (12 months). The Billing Cycle begins on the Activation Date. Non-credit card payment methods are limited to Annual or Quarterly Billing Cycles.

You may elect to change your Billing Cycle at any time; however, the new Billing Cycle will take effect at the time the change is made on your account. There are NO refunds.

All additional Portfolios added to an account will be charged monthly. Additional items are non-refundable.

Account Renewals

In order to ensure uninterrupted service to VPM, all Accounts will automatically renew on the anniversary date of the account opening. Account renewal charges are based on the prevailing rate on the date of renewal according to the service selected. Accounts are renewed for the same billing cycle. If you wish to cancel your Account before Account renewal, please refer to the Cancellation section below.

Statements

VPM Partners does not mail paper invoices or statements. You will receive a PayPal Invoice or an emailed statement by the 21st of the month prior to your next quarterly subscription cycle.

Terms / Fees

Term. (a) By using your login access YOU AGREE to accept all terms of the following agreement. All fees associated with web access to VPM are billed one quarter in advance. This agreement shall be effective from the date the Subscriber first uses the login and remits payment for services. The subscription shall remain in full force and effect thereafter until the date that is one year after the date the Service is first provided (the "Term"), unless earlier terminated, as follows: (i) Subscriber shall have the right to terminate this Agreement at any time upon not less than 30 days' written notice to the VPM Partners prior to the beginning of the next quarterly billing cycle and upon payment of the charges set forth below in the VPM Charges section of this agreement for the Services provided up to the effective date of termination; and (ii) VPM Partners shall have the right to terminate this Agreement at any time immediately upon written notice to the Subscriber in the event of a breach by Subscriber of any of the provisions of this Agreement.

Returned (NSF) Checks

VPM Partners charges a $25.00 fee for returned (NSF) checks. Customers that issue an NSF check will be required to submit future payments with a certified check or money order.

Bank Wire Payments

VPM Partners does NOT charge fees for accepting payment via bank wire.

Reactivation

Customers that wish to reactivate a closed account will be assessed a $250.00 reactivation fee.

Cancellations

The Term shall be automatically renewed for successive quarterly periods unless Subscriber or VPM Partners elects not to renew by giving not less than 30 days' written notice prior to the beginning of your NEXT Billing Cycle to VPM Partners. If this Agreement is so renewed for any additional period beyond the initial Term, the charges payable pursuant to Terms/Fees stated above for such renewal period shall be calculated at the prevailing rates then offered by the VPM Partners.

Cancellation requests must be received by VPM Partners at This email address is being protected from spambots. You need JavaScript enabled to view it. with a minimum of thirty (30) days prior to the beginning of your NEXT Billing Cycle. You must receive a confirmation email before your account is officially canceled Cancellations submitted later than this time WILL result in the automatic renewal of your Account. Cancellations become effective at the end of your current billing cycle (includes Annual subscriptions). VPM Partners will confirm the cancellation request when it is processed. If you do not receive a confirmation, please contact VPM Partners as soon as possible.

Cancellation of services does not relieve the customer from paying any outstanding balance owed on the account. VPM Partners reserves the right to cancel any account, at any time, without notice, for any reason VPM Partners considers appropriate. No refunds for current billing cycle including annual subscriptions.

VPM Charges

(your charges may vary if your firm or group has negotiated a preferred rate)

VPM Charges: (all subscription levels include premier portfolios) $695.00/month up to 4 custom portfolios, $895 up 8 custom portfolios plus other associated services, $1250 unlimited portfolios Plus PortfolioXpert and one Premium portfolio. Subscriber agrees to pay VPM Partners the amount indicated on the invoice sent via email, this payment is due on the first day of the month, together with any applicable taxes. Failure to pay by 1st of the month of the billing cycle WILL RESULT IN A DISRUPTION OF THE SERVICE. If a payment is late beyond the 5-day grace period then the subscriber will HAVE to submit payment by PayPal to resume service or when a check is received the service will be resumed at that time. There will also be a $250 reinstatement fee charged should the account become delinquent.

These rates may differ if a previous agreement was made with the subscriber or his associated firm.

Delinquencies beyond 30-days will be submitted to Dunn-Bradstreet collections.

Warranties / Remedies

Warranties and Limitation of Liabilities. VPM Partners MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE ATTAINED BY SUBSCRIBER OR OTHERS FROM THE USE OF THE DATA PROVIDED, AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. The VPM Partners, its suppliers, and its third-party agents shall assume no responsibility or liability, contingent or otherwise, for any lost profits, losses, punitive, incidental or consequential damages or any claim against the VPM Partners by any other party. The information and data contained in the Report are derived from sources deemed reliable, but the VPM Partners and its suppliers do not guarantee the correctness or completeness of any data or other information furnished in connection with the Service. Except in the case of VPM Partners' gross negligence or willful misconduct, VPM Partners shall not be responsible for or have any liability for any injuries or damages (i) arising from the use of the data supplied by VPM Partners or (ii) caused by delays, errors, omissions, interruptions, or inaccuracies in the data. Subscriber is solely responsible for the accuracy or adequacy of data and information used by it and the resultant output thereof. To the extent permitted by law, and except in the case of VPM Partners' gross negligence or willful misconduct, it is agreed that the liability of VPM Partners hereunder for damages, regardless of the form of the action, shall not exceed the fees payable by the Subscriber for the Service for a period of six months, and that this shall be the Subscriber's exclusive remedy. Subscriber shall indemnify and hold VPM Partners harmless, and at Subscriber's expense defend VPM Partners against loss, claim, demand, or expense (including reasonable attorney's fees) arising in connection with the use of the Service by Subscriber, except in the case of VPM Partners' gross negligence or willful misconduct or as provided in Section 12 below (Proprietary Rights Infringement Indemnity.) No party shall be liable to the other for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party or parties affected. No action, regardless of form, arising out of or pertaining to the Service may be brought more than one (1) year after the cause of action has accrued.

5. Remedies. In the event of a breach or threatened breach of any of the provisions of Section 7 of this Agreement by a Subscriber or any of its employees, representatives, or affiliates, VPM Partners shall be entitled to injunctive relief to enforce the provisions hereof, but nothing herein shall preclude the VPM Partners from pursuing any action or another remedy for any breach or threatened breach of this Agreement, all of which shall be cumulative. In the event the VPM Partners prevails in any such action, the VPM Partners shall be entitled to recover from the Subscriber all reasonable costs, expenses, and attorneys' fees incurred in connection therewith.

6. Parties. Subscriber acknowledges and agrees that the provisions of paragraphs 4 and 5 of this Agreement shall be for the benefit of the VPM Partners, its partners, suppliers, and their respective affiliates, successors and assigns and that the term "VPM Partners" as used in such paragraphs includes the VPM Partners, its partners, suppliers, and their respective affiliates.

VPM ChargesParties / Restrictions of use

Parties. Subscriber acknowledges and agrees that the provisions of paragraphs 4 and 5 of this Agreement shall be for the benefit of the VPM Partners, its partners, suppliers, and their respective affiliates, successors and assigns and that the term "VPM Partners" as used in such paragraphs includes the VPM Partners, its partners, suppliers, and their respective affiliates.

Restrictions of Use

(a) The Service is solely and exclusively for the use of the Subscriber and may not be used for any illegal purpose or in any manner inconsistent with the provisions of this Agreement. Subscriber acknowledges that the Service was developed, compiled, prepared, revised, and arranged by the VPM Partners and others (including certain information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable property and trade secrets of VPM Partners. Subscriber agrees to protect the proprietary rights of the VPM Partners and all others having rights in the Service during and after the Term of this Agreement. Subscriber shall honor and comply with all written requests made by the VPM Partners to protect the VPM Partners' contractual, statutory, and common law rights in the Service with the same reasonable care used to protect its own proprietary rights. Subscriber agrees to notify the VPM Partners in writing promptly upon becoming aware of any unauthorized access or use by any party or of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights.

(b) Unauthorized use is unlawful and the VPM Partners shall have all rights provided by law to prevent such use and to collect damages in such event. Subscriber agrees to notify the VPM Partners in writing promptly upon becoming aware of any unauthorized use. Subscriber shall not recompile, decompile, or make or distribute any other form of, or any derivative work from, the Service.

(c) The analysis and presentation included in the Report may not be re-circulated, redistributed, or published by the Subscriber except for internal purposes without the prior written consent of the VPM Partners.

(d) Subscriber shall not use any of the VPM Partners' trademarks, trade names, or service marks in any manner which creates the impression that such names and marks belong to or are identified with the Subscriber, and Subscriber acknowledges that it has no ownership rights in and to any of these names and marks.

(e) VPM Partners and Subscriber may include a routine reference to the other in its promotional and other literature provided, however, substantive claims related to performance, or other substantive comments must are the sole responsibility of the Subscriber.

Assignment. Subscriber shall have the right to assign this Agreement or the rights hereunder only with the consent of the VPM Partners which, in the case of an assignment by the Subscriber to any of its affiliates that are in substantially the same business as the Subscriber, shall not be unreasonably withheld.

Complete Agreement; Modification or Waivers. This agreement, together with the Schedule, is the complete and exclusive statement of the agreements between the parties with respect to the subject matter hereof and supersedes any oral or written communications or representations or agreements relating thereto. No changes, modifications, or waivers regarding this Agreement shall be binding unless in writing and signed by the parties hereto.

Validity. VPM Partners and Subscriber intend this Agreement to be a valid legal document, and no provision of the Agreement which shall be deemed unenforceable shall in any way invalidate any other provisions of this Agreement, all of which remain in full force and effect. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation.

Proprietary Rights Infringement Indemnity. VPM Partners represents and warrants that it is the owner or licensee of the Service, that it has the right to convey the license set forth in Section 1 above, and that the Service is free from any claim that Subscriber's receipt and use of the Service as provided in this Agreement infringes any copyright, trademark, or patent of any third party or constitutes the wrongful taking of any third party's proprietary or confidential data or trade secret. VPM Partners shall indemnify and hold Subscriber harmless from any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorney's fees) resulting from or arising out of any breach of the foregoing representation and warranty, or any claim, litigation, or threatened litigation based upon an assertion of such a breach. VPM Partners shall defend at its own expense any claim or litigation for which indemnification may be sought under this Section. If Subscriber is enjoined or otherwise prohibited from using the Service, VPM Partners shall, at its expense, (a) procure for Subscriber the right to continue using the Service, (b) substitute a non-infringing version of the Service of equal or better performance, or (c) if neither of the foregoing alternatives is available, then Subscriber shall have the right to terminate this Agreement without further liability hereunder.

Data / Information

The market data and information provided with VPM Partners, LLC. services are believed to be reliable and VPM Partners, LLC agrees to run reasonable control checks thereon to verify that the data transmitted by VPM Partners, LLC is the same as the data received from the various exchanges and other information sources. However, VPM Partners, LLC. does not warrant or guarantee such accuracy and shall not be subject to liability for truth, accuracy, or completeness of the information conveyed to the customer. VPM Partners, LLC. shall not be responsible for, nor be in default under this agreement due to delays or failure of performance resulting from Internet Service VPM Partners delivery problems or failure, or any communication or delivery problems associated with customer's receipt of the data or services including VPM Partners, LLC. user e-mail. Furthermore, VPM Partners, LLC. shall not be responsible for nor in default due to acts or causes beyond its control, including but not limited to: acts of God,

LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY CUSTOMER FOR THE SERVICES DURING THE MOST RECENT THREE (3) MONTHS. SUCH LIMITATION SHALL BE THE EXTENT OF VPM Partners, LLC. LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST VPM Partners, LLC., AND THE FOREGOING SHALL CONSTITUTE THE ENTIRE AGREEMENT.