PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY AND THE DISCLOSURES ELSEWHERE ON HTTP://WWW.NIEDERHOFFER.COM AND ANY PAGES THEREOF (THE “WEBSITE”). BY ACCESSING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF USE AGREEMENT, AS AMENDED FROM TIME TO TIME (THE “TERMS OF USE”), AND BY DISCLOSURES ON THIS WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND DISCLOSURES, DO NOT ACCESS THIS WEBSITE, OR ANY PAGES THEREOF.

R. G. Niederhoffer Capital Management, Inc. (“RGNCM”) acts as an investment manager or trading advisor to several hedge funds (“Funds”) and managed accounts. Such offerings are available only to clients who meet the investor suitability and sophistication requirements as determined from time to time by RGNCM at is sole and absolute discretion. RGNCM’s management and advisory services and products may not be appropriate for other types of prospective clients.

The terms “you” and “user” refer to anyone who accesses the Website. RGNCM reserves the right to change these Terms of Use at any time without notice. Changes will be posted on this Website under “Terms of Use.” Your use of the Website after any changes have been posted will constitute your agreement and consent to the modified Terms of Use and all of the changes.

Use of the Website

The Website and all materials contained herein, including, without limitation, all data, text, images, electronic files, charts, animations and video displayed on, or posted to, the Website (the “Content”) constitute the property of RGNCM and/or its licensors, and is protected by copyright and other intellectual property laws. All trademarks, service marks, trade names, service names and logos (collectively, the “Marks”) displayed on the Website and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright laws. Nothing on this Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Mark without the prior written consent of RGNCM or the applicable third party specific for each such use. The Marks may not be used to disparage RGNCM or the applicable third-party, RGNCM’s or third-party’s products or services, or in any manner that may damage any goodwill in the Marks. Use of any Marks as part of a link to or from any website is prohibited without RGNCM’s prior written consent. All goodwill generated from the use of any RGNCM Mark shall inure to RGNCM’s benefit.

You agree that: (i) you shall not use the Content and/or Website for any purpose that is contrary to, or is in violation of, any applicable law or regulation; and (ii) you shall use the Website and the Content exclusively for your personal, non-commercial informational purposes. Except as otherwise expressly provided herein, you may not modify, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, sell, copy or otherwise use in any other way any Content obtained on the Website. If you copy or download any Content you agree not to obscure, delete or modify any notices or legends contained therein.

You agree not to: (a) take any action that imposes an unreasonable load on the Website’s infrastructure: (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website: (d) delete or alter any material posted on the Website by RGNCM or any other person or entity; or (e) frame or link to any of the materials or information available on the Website, in each case without the express written consent of RGNCM. RGNCM reserves the right to monitor and audit all transactions and data (including e-mail messages) for any purpose sent over its network and your use of this Website unless prohibited by law. You agree that a printed version of these Terms of Use shall be admissible in judicial or administrative proceedings to the same extent as other business documents and records.

All rights not expressly granted are hereby reserved by RGNCM and any use of the Marks and/or Content other than as expressly permitted by these Terms of Use are strictly prohibited.

Password Protection

Any client specific information available through the Website will be password-protected and accessible only to users with valid usernames and password. All user communications are encrypted for privacy, such that the contents of such communication between the user and the site cannot be read or forged by a third party. Notwithstanding this, the Internet is an open system and there is no absolute guarantee that the information you have retrieved will not be intercepted by others and decrypted, and you assume that risk in accessing the Website.

Only you are authorized to use your password. Any transfer of passwords to, or use of passwords by, an unauthorized person is strictly prohibited. You shall be responsible for all activity occurring under your username and/or password and you shall inform RGNCM immediately in the event that you learn or suspect that the security of your username and/or password has been compromised.

No Offer of Securities

THE MATERIAL PRESENTED ON THIS WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY AND SHALL NOT CONSTITUTE NOR BE CONSTRUED AS AN OFFER OR SOLICITATION TO MAKE ANY INVESTMENTS OR PURCHASE ANY SECURITIES. ANY SUCH OFFER OR SOLICITATION MAY ONLY BE MADE BY MEANS OF A CONFIDENTIAL OFFERING OR INFORMATION MEMORANDUM FOR A PARTICULAR SECURITY OR INVESTMENT. ACCESS TO INFORMATION REGARDING ANY SUCH INVESTMENTS OR SECURITIES IS LIMITED TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS UNDER APPLICABLE U.S. FEDERAL SECURITIES LAWS.

RGNCM’s products and services are only available in jurisdictions where it is lawful to advertise and market these products and services. The Content has been prepared for informational purposes only without regard to any particular user’s investment objectives, or financial situation or position and RGNCM is not soliciting any action based upon them.

No Reliance

RGNCM does not assume any liability or guarantee for the timeliness, accuracy and completeness of the information provided. RGNCM uses reasonable efforts to obtain information from sources which it believes to be reliable; however, RGNCM makes no representation that the information or opinions contained on this Website are accurate, reliable or complete. The information on this Website is provided for informational purposes only and is subject to change without notice. Nothing contained on this Website constitutes investment, legal, tax or other advice by RGNCM nor should anything on this Website be relied upon in making an investment or other decision. You should consider obtaining relevant and specific professional advice before making any investment decision. RGNCM makes no representations as to the reliability or accuracy of the information, opinions or suggestions provided to investors by third parties, including agents/advisors, and assumes no liability with respect to the same.

External Sites

The Website may contain links to third-party Websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for such External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

Disclaimer of Warranties and Limitation of Liability

THE CONTENT AND THE WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. RGNCM DOES NOT WARRANT THAT THE CONTENT OR THE WEBSITE WILL BE FIT OR SUITABLE FOR ANY PARTICULAR PURPOSE AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. RGNCM ASSUMES NO RESPONSIBILITY FOR, AND MAKES NO WARRANTIES THAT, THE FUNCTIONS AND INFORMATION CONTAINED IN THE WEBSITE WILL BE AVAILABLE ON AN UNINTERRUPTED BASIS, WILL BE TIMELY OR ERROR-FREE, OR WILL CONTAIN NO VIRUSES OR OTHER HARMFUL COMPONENTS. RGNCM SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN SERVICE, ERROR OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM.

IN NO EVENT WILL RGNCM, ITS AFFILIATES, SUBSIDIARIES, LICENSORS AND/OR OFFICERS, DIRECTORS AND/OR EMPLOYEES OF ANY OF THE FOREGOING (COLLECTIVELY, THE “RGNCM PARTIES”) BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST TIME, LOST MONEY, LOST PROFITS, LOSS OF PROGRAMS OR DATA ON YOUR EQUIPMENT, BUSINESS INTERRUPTION OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THE WEBSITE. IN NO EVENT WILL ANY OF THE RGNCM PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT OR THE WEBSITE.

Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF THE RGNCM PARTIES FOR SUCH DAMAGES SHALL BE LIMITED TO THE LEAST LIABILITY PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, and hold the RGNCM Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Use or your access to, use or misuse of the Content or Website. RGNCM shall provide notice to you of any such claim, suit, or proceeding. RGNCM reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to promptly cooperate with any reasonable requests assisting RGNCM’s defense of such matter.

Privacy

You assent to the terms and conditions of our Privacy Policy, which is hereby incorporated by reference.

User Must Comply with Applicable Laws

This Website is based in and operated from New York, NY. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

Termination of these Terms of Use

RGNCM reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms of Use and your access to all or any part of the Website or the Content at any time and for any reason without prior notice or liability. RGNCM reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.

The following sections shall survive the termination and/or expiration of this Agreement: Use of the Website; Disclaimer of Warranties and Limitation of Liability; Indemnification; Termination of Agreement; and General.

General

These Terms of Use shall be governed by the laws of the state of New York, without respect to its conflict of law provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of New York in the State of New York. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. Failure of RGNCM to act on or enforce any provision of these Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver shall be effective against RGNCM unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by RGNCM and you, these Terms of Use constitutes the entire agreement between you and RGNCM with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Website might be publicly accessible. Important and private information should be protected by you. RGNCM is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.

BY USING THE WEBSITE, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS OF USE AND OF RGNCM PROCESSING YOUR NONPUBLIC PERSONAL INFORMATION IN ACCORDANCE WITH THE PRIVACY POLICY INCORPORATED BY REFERENCE INTO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU SHOULD NOT USE THE WEBSITE. YOUR CONTINUED USE OF THE WEBSITE FOLLOWING THE POSTING OF CHANGES TO THESE TERMS OF USE SHALL SIGNIFICY YOUR ACCEPTANCE OF SUCH CHANGES.