TERMS OF USEWelcome to VANDERBILT CREEK MARKETING AGENCY, LLC Inc.’s (“VANDERBILT CREEK MARKETING AGENCY, LLC”) products, software, services and Website (referred to as the “Services”). Before registering, accessing or using VANDERBILT
CREEK MARKETING AGENCY, LLC’s Services, please carefully review the terms and conditions of use provided below and the VANDERBILT CREEK MARKETING AGENCY, LLC Privacy Policy provided at Vanderbiltcreek.com/privacy-policy-2, which
is incorporated by reference (collectively referred to as the “Terms of Use”). “VANDERBILT CREEK MARKETING AGENCY, LLC” means VANDERBILT CREEK MARKETING AGENCY, LLC Inc. and its subsidiaries and affiliates.BY USING AND ACCESSING
THE SERVICES, YOU ARE AGREEING TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THE SERVICES.VANDERBILT CREEK MARKETING AGENCY, LLC may modify or update these Terms of Use from time to time without
prior notice. VANDERBILT CREEK MARKETING AGENCY, LLC may also modify, add to, delete and/or discontinue any or all parts of the Website without prior notice. Your continued use of the Services following any modification or update
means you accept any changes made. VANDERBILT CREEK MARKETING AGENCY, LLC’s Website, VANDERBILTCREEK.COM (the “Website”), contains links to other websites that have their own separate terms and conditions and privacy policies. The
terms and conditions and privacy policies of such websites, in addition to other written agreements you have with VANDERBILT CREEK MARKETING AGENCY, LLC, govern your use of the services offered on those websites.USE OF CONTENTExcept
for User Content (as defined below), any designs, text, graphics, photographs, images, videos, audio files, and other files or materials, and their selection and arrangement, provided by or accessed through the Website (“Website
Content”), and all copyrights, trademarks, service marks, patents and other intellectual property rights are the property of VANDERBILT CREEK MARKETING AGENCY, LLC or VANDERBILT CREEK MARKETING AGENCY, LLC’s licensors. All rights
not expressly granted herein are reserved. Unless you have agreed with VANDERBILT CREEK MARKETING AGENCY, LLC otherwise in writing, nothing in the Terms of Use gives you a right to use any of VANDERBILT CREEK MARKETING AGENCY, LLC’s
trade names, trademarks, service marks, logos, trade dress, domain names or other distinctive brand features. You agree that you shall not remove, obscure or alter any proprietary rights notices (including copyright and trademark
notices) that may be affixed to or contained within the Services. Unless you have been expressly authorized to do so in writing by VANDERBILT CREEK MARKETING AGENCY, LLC, you agree that in your use of the Services, you will not use
any trademark, service mark, trade name, trade dress, or logo of any company or organization in a way that is likely to cause confusion about the owner or authorized user of such marks, names or logos.Any content you submit, including
text, photographs, graphics, images, information, multimedia documents, links and other content enabled by the Website from time to time (“User Content”) may be accessed by you and other users, subject to the restrictions set forth
herein. Do not submit User Content if you do not want other users to have access to it. Under no circumstance will VANDERBILT CREEK MARKETING AGENCY, LLC be held liable for any errors or omissions in any User Content or for your
exposure to User Content that you deem offensive, indecent or objectionable. VANDERBILT CREEK MARKETING AGENCY, LLC may, but is not obligated to, review and delete or remove any User Content without prior notice and for any reason,
including, but not limited to, if it is in VANDERBILT CREEK MARKETING AGENCY, LLC’s sole judgment that such User Content violates the Terms of Use. By submitting User Content to the Website, you grant to VANDERBILT CREEK MARKETING
AGENCY, LLC the non-exclusive, royalty-free, perpetual, irrevocable, transferable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, sell, perform
and display such User Content (in whole or part, including modified or adaptive versions thereof) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, without any obligation
to acknowledge authorship or ownership. You warrant that you have all rights necessary to disclose such User Content and post it to the Website, and that submitting the User Content will not violate the rights of any third party,
including, without limitation, any proprietary or privacy rights.USER ACCOUNTSYou may be required to register with VANDERBILT CREEK MARKETING AGENCY, LLC to access certain areas of the Website. When you register, you may be required
to provide personal information that may be used to identify you including, but not limited to, your name, address, email address or other personally identifiable information. You acknowledge and understand that through your use
of the Services, you consent to the collection and use of your personal information. Your submission of such personal information to VANDERBILT CREEK MARKETING AGENCY, LLC is always voluntary; provided, however, certain information
may be obtained and used just by your access to the VANDERBILT CREEK MARKETING AGENCY, LLC Website. The personal information you submit to the Website will be treated by VANDERBILT CREEK MARKETING AGENCY, LLC in accordance with the
VANDERBILT CREEK MARKETING AGENCY, LLC Privacy Policy at http://Vanderbiltcreek.com/privacy-policy-2. To the extent there is an inconsistency between these Terms of Use and the Website Privacy Policy, these Terms of Use shall govern.You
agree (a) that any personal information you provide to VANDERBILT CREEK MARKETING AGENCY, LLC will be accurate, correct and current; (b) to use the Services only for purposes that are permitted by the Terms of Use and any applicable
law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries); and (c) that you
are solely responsible for (and that VANDERBILT CREEK MARKETING AGENCY, LLC has no responsibility to you or to any third-party for) any breach of your obligations under the Terms of Use and for the consequences (including any loss
or damage which VANDERBILT CREEK MARKETING AGENCY, LLC may suffer) of any such breach.USER CONDUCTYou agree not to use any of the Website to:Attempt to gain unauthorized access to the Website, User Content, or computer systems and
networks connected to the WebsiteUpload, post, email, transmit or otherwise make available any User Content that is unlawful, harmful, threatening to another person or entity, abusive, defamatory, vulgar, obscene, tortuous, indecent,
libelous, invasive of another’s privacy or otherwise objectionableHarm legal minorsImpersonate another user, person or entity, or falsely state or otherwise misrepresent your affiliation with another user, person or entityCollect
and store personal data about other users, “cyber stalk” or harass another user or engage in conduct that negatively affects the online experience of anotherUpload, post, email, transmit or otherwise make available any information
or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any partyUpload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials,
junk mail, spam or any other form of solicitationUpload or transmit any information that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programsReproduce, modify, rent,
lease, loan, sell, trade, resell or create derivative works based on the Website Content or User Content for any commercial purposeIntentionally or unintentionally violate any applicable local, state, national or international law,
including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American
Stock Exchange or the NASDAQ, and any regulations having the force of lawAttempt to take any action that, in VANDERBILT CREEK MARKETING AGENCY, LLC’s sole discretion, imposes or may impose an unreasonable or disproportionately large
load or burden on the Website or the infrastructure of the WebsiteInterfere with the operation of the Website, other computers, or Internet or network connectionsYou acknowledge and agree that VANDERBILT CREEK MARKETING AGENCY, LLC
may access, preserve and disclose the User Content if required to do so by law or in a good-faith belief that such access, preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms
of Use; (c) respond to claims that any User Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect VANDERBILT CREEK MARKETING AGENCY, LLC’s rights, property or personal safety,
or the rights, property or personal safety of VANDERBILT CREEK MARKETING AGENCY, LLC users and the public. You understand that use of the Services is subject to use rules set by VANDERBILT CREEK MARKETING AGENCY, LLC and/or content
providers who provide content to the Website. VANDERBILT CREEK MARKETING AGENCY, LLC may, at VANDERBILT CREEK MARKETING AGENCY, LLC’s sole discretion and without notice, terminate your account and/or your right to access or use the
contents of the Website for violations of the Terms of Use. You may not attempt to override or circumvent any of the use rules.TERMINATION; SURVIVAL OF TERMS OF USEYou agree that absent a written agreement to the contrary, VANDERBILT
CREEK MARKETING AGENCY, LLC may under any circumstances and without prior notice temporarily or indefinitely suspend you from the Website or from use of any of the Services. You acknowledge and agree that all of the legal rights,
obligations and liabilities you and VANDERBILT CREEK MARKETING AGENCY, LLC have benefited from, been subject to (or which have accrued over time while the Terms of Use have been in force) or which are expressed to continue indefinitely
shall be unaffected by this cessation, and the provisions of the Terms of Use that by their nature would survive its termination shall survive indefinitely.DISCLAIMER OF WARRANTIESNOTHING IN THESE TERMS OF USE SHALL EXCLUDE OR LIMIT
VANDERBILT CREEK MARKETING AGENCY, LLC’S WARRANTY OR LIABILITY FOR LOSSES, WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION
WILL APPLY TO YOU AND VANDERBILT CREEK MARKETING AGENCY, LLC’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES
ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VANDERBILT CREEK MARKETING AGENCY, LLC IS NOT RESPONSIBLE FOR EVENTS BEYOND ITS CONTROL, INCLUDING, BUT NOT LIMITED TO, UNAVAILABILITY OF THE SERVICES OR UNAVAILABILITY OF THE VANDERBILT CREEK
MARKETING AGENCY, LLC WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VANDERBILT CREEK MARKETING AGENCY, LLC OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS
OF USE. SPECIFICALLY, VANDERBILT CREEK MARKETING AGENCY, LLC MAKES NO REPRESENTATION OR WARRANTY TO YOU THAT (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE
OR FREE FROM ERROR; (c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND (D) THAT DEFECTS IN THE QUALITY, OPERATION OR FUNCTIONALITY OF ANY OF THE SERVICES PURCHASED OR OBTAINED
BY YOU WILL MEET YOUR REQUIREMENTS.VANDERBILT CREEK MARKETING AGENCY, LLC FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.LIMITATION OF LIABILITYYOU EXPRESSLY UNDERSTAND AND AGREE THAT VANDERBILT CREEK MARKETING AGENCY, LLC AND ITS SUBSIDIARIES AND AFFILIATES SHALL
NOT BE LIABLE TO YOU FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS LIMITATION SHALL INCLUDE, BUT NOT BE
LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS DUE TO BUSINESS INTERRUPTION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR
OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF: (1) ANY CHANGES THAT VANDERBILT CREEK MARKETING AGENCY, LLC MAY MAKE TO THE SERVICES, OR FOR
ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (2) THE DELETION OF, CORRUPTION OF OR FAILURE TO STORE ANY CONTENT OR OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH
YOUR USE OF THE SERVICES; (3) YOUR FAILURE TO PROVIDE VANDERBILT CREEK MARKETING AGENCY, LLC WITH ACCURATE PERSONAL INFORMATION; (4) YOUR ABILITY TO ACCESS OR THE AVAILABILITY OF EXTERNAL WEBSITES OR RESOURCES (WITH HYPERLINKS ON
THE VANDERBILT CREEK MARKETING AGENCY, LLC WEBSITE), OR YOUR RELIANCE ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY CONTENT OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH WEBSITES, CONTENT OR RESOURCES.THE LIMITATIONS ON VANDERBILT
CREEK MARKETING AGENCY, LLC’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT VANDERBILT CREEK MARKETING AGENCY, LLC HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.INDEMNIFICATIONYou
will indemnify, defend and hold harmless VANDERBILT CREEK MARKETING AGENCY, LLC (and its subsidiaries and affiliates, and its respective officers, directors, agents, joint ventures and employees) from any costs, expenses, claims
or demands, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach or violation of the Terms of Use, your use of the Services, or your violation of any law or the rights of any third party.TESTIMONIALSThe
Website may contain comments and statements by third parties about VANDERBILT CREEK MARKETING AGENCY, LLC or its Services. VANDERBILT CREEK MARKETING AGENCY, LLC does not represent or warrant that any statements or comments by third
parties are accurate or that you will have a similar experience. VANDERBILT CREEK MARKETING AGENCY, LLC explicitly disclaims any liability for reliance on any comments or statements made by third parties.COPYRIGHT POLICYVANDERBILT
CREEK MARKETING AGENCY, LLC respects the intellectual property rights of others and VANDERBILT CREEK MARKETING AGENCY, LLC asks its users to do the same. If you are a copyright owner or an agent thereof and believe that any of the
Website Content, User Content, or other content or material on any of the Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing VANDERBILT CREEK
MARKETING AGENCY, LLC’s Copyright Agent with the following information in writing as outlined in 17 U.S.C. § 512(c)(3):A physical or electronic signature of the owner of the right that is allegedly infringed or a person authorized
to act on their behalfIdentification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of the copyrighted worksIdentification of the
material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material on the WebsiteInformation reasonably sufficient to permit us to contact the owner or agent, such as an address, telephone
number and email addressA statement that the owner or agent has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the lawA statement that the information
in the notification is accurate and, under penalty of perjury, that you are the owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringedVANDERBILT CREEK MARKETING AGENCY, LLC’s designated
Copyright Agent for receiving notifications of claimed infringement is:VANDERBILT CREEK MARKETING AGENCY, LLC Inc.info@vanderbiltcreek.comIn accordance with the DMCA and other applicable laws, VANDERBILT CREEK MARKETING AGENCY, LLC
has adopted a policy of terminating, in appropriate circumstances and at VANDERBILT CREEK MARKETING AGENCY, LLC’s sole discretion, members who are deemed to be repeat infringers. VANDERBILT CREEK MARKETING AGENCY, LLC may also, at
VANDERBILT CREEK MARKETING AGENCY, LLC’s sole discretion, limit access to the Website and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.LINKINGThe
Services may include hyperlinks to other websites, content or resources. VANDERBILT CREEK MARKETING AGENCY, LLC has no control over any websites or resources that are provided by companies or people other than VANDERBILT CREEK MARKETING
AGENCY, LLC. You acknowledge and agree that VANDERBILT CREEK MARKETING AGENCY, LLC is not responsible for the availability of any such external sites or resources and does not endorse any advertising, products or other materials
on or available from such websites or resources.Subject to the terms and conditions of this Terms of Use, you are permitted to link to our homepage for the Website. You may not link to the Website in a manner that may damage our
reputation, take advantage of it, or suggest an approval or endorsement without our prior written consent. You may not establish a link from any website that is not owned by you. You agree to cooperate with us in causing any unauthorized
linking immediately to cease. We reserve the right to withdraw linking permission without notice.MISCELLANEOUSWaiver. No waiver of a breach of any term of the Terms of Use will be effective unless in writing and duly executed by
the waiving party. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of the Terms of Use. No failure on the part of a party to exercise, and no delay in exercising, any of its rights hereunder
will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right. No course of dealing between the parties will be
deemed effective to modify, amend or discharge any part of the Terms of Use or the rights or obligations of any party hereunder.Entire Agreement. Except for any License Agreement, the Terms of Use contains the entire understanding
of the parties with respect to the transactions contemplated and supersedes any prior agreements or understandings among the parties with respect to the subject matter hereof. This Agreement may only be amended by a written document
signed by all parties. There are no representations, warranties or obligations of any party not expressly contained herein.No Third-Party Beneficiaries; No Relationship. Except as otherwise expressly provided in the Terms of Use,
there shall be no third-party beneficiaries to the Terms of Use. You agree that no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.Governing
Law and Dispute Resolution. The Terms of Use will be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles. In the event that any legal proceedings are commenced
with respect to any matter arising under these Terms of Use, the parties specifically consent and agree that the courts of the State of New York and/or the Federal Courts located in the State of New York will have exclusive jurisdiction
over each of the parties and over the subject matter of any such proceedings, and that the venue of any such action will be in Monroe County of New York and/or the U.S. District Court for the Western District of New York. The substantially
prevailing party in any judicial action brought to enforce the provisions of these Terms of Use shall be entitled to recover their costs and expenses from the losing party, including reasonable attorneys’ fees, incurred in the preparation
for, investigation of, and the filing and prosecuting or defending such action.Partial Invalidity. If any provision of the Terms of Use is held invalid or unenforceable by a competent authority, that provision will be construed so
as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of the Terms of Use will not affect its other
provisions and the Terms of Use will be construed in all respects as if the invalid or unenforceable provision were omitted.Assignment. VANDERBILT CREEK MARKETING AGENCY, LLC may assign the Terms of Use or any part of them, and we
may delegate any of the obligations under the Terms of Use. You may not assign the Terms of Use or any part of them, nor transfer or sublicense your rights under the Terms of Use to any third party.Changes. VANDERBILT CREEK MARKETING
AGENCY, LLC may alter these Terms of Use from time to time, and your use of the Website (or any part of the Website) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly
to determine whether the Terms of Use have been changed. If you do not agree to any change to the Terms of Use, you must immediately stop using the Website.TERMS OF USE VIOLATIONSPlease report any violations of the Terms of Use to
VANDERBILT CREEK MARKETING AGENCY, LLC’s support staff.
