Terms of Use

Welcome to the Sandpath Capital Advisors LLC website (“Sandpath Capital”) at www.sandpath.com (the “Website”). The use of the Website, including the content, materials and information available on or through the Website (“Materials”), are governed by these Terms of Use (“Terms”). By using this Website, you acknowledge that you have read these Terms and that you accept and will be bound by the Terms.

Disclaimers

Materials

All Materials are provided “as-is” and “as-available,” and all warranties, express, implied or statutory, are disclaimed. The Materials may contain errors or other problems. Your use of the Website and use or reliance upon any of the Materials on the Website is solely at your own risk. In no event will Sandpath Capital, its affiliates, agents, licensors or suppliers be liable to you or anyone else for any decision made or action taken by you in reliance on such Materials or the Website. No representations, warranties or guarantees whatsoever are made as to the accuracy, adequacy, reliability, correctness, completeness, suitability or applicability of any information or other Materials to a particular situation.

Third-Party Sites

These terms do not apply to any other sites that you may visit via hyperlink. Sandpath Capital encourages you to review the privacy policies and terms of use applicable to those sites. Links to those sites do not imply any endorsement of those sites or the information or materials available at those sites.

No Offer to Sell

No Material on this Website should be considered as an offer to sell or a solicitation of any offer to buy an interest in any investment fund managed by Sandpath Capital or its affiliates.

Information You Submit

Do not submit any information or other materials that you consider to be confidential or proprietary. Because of the large number of business plans and related materials that Sandpath Capital reviews, and the similarity of many such plans and materials, Sandpath Capital cannot accept responsibility for protecting against misuse or disclosure of any confidential or proprietary information or other materials in the absence of Sandpath Capital’s express written agreement to do so.

General Partners

Although certain individuals may be identified on this website as “General Partners,” such titles reflect business usage that is customary within the venture capital and private equity industry and are not intended to indicate that any such individual is actually a general partner of any partnership as those terms are used for legal purposes.

Restrictions on Use

You are permitted to download and print individual pages of the Website for personal and non-commercial purposes only. Your use of the Website must not alter the original content of the Website.

Ownership

All trademarks, service marks, trade names, logos, graphics, articles and other Materials, are protected by United States and foreign copyright, trademark and other applicable laws. All trademarks, service marks, trade names, and logos displayed on the Website are proprietary to Sandpath Capital or its affiliates or the respective third-party owner.

No License

Except for the limited rights expressly granted above, nothing herein or contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Materials without the written permission of Sandpath Capital or such other third-party that may own the trademark displayed on the Website.

Limitations of Liability

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL SANDPATH CAPITAL OR ITS AFFILIATES, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OF THE WEBSITE OR THE MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE

Indemnification; Hold Harmless

You agree to indemnify and hold Sandpath Capital, and affiliates, agents, licensors and suppliers, harmless from any claims, losses, costs, damages, liabilities and expenses, including attorney’s fees, arising out of your use or misuse of the Website or violation of these Terms.

Modification of the Terms

Sandpath Capital reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. When we do, we will also revise the “effective date” on the Terms. Please check these Terms periodically for changes. Your continued use of the Website after the posting of changes constitutes your binding acceptance of such changes.

International Use

The Website is operated and controlled by Sandpath Capital in the United States. If it is illegal or prohibited in your country of origin to access or use the Website, then you should not do so. Those who choose to access this Website outside the United States access it on their own initiative and are responsible for compliance with all local laws and regulations.

Password Protected Areas

Access to certain portions of the Website may be password protected. Passwords should be kept strictly confidential and should not be shared with any other persons. Sandpath Capital reserves the right to terminate at any time any user’s access to password protected portions of this Website.

Governing Law

These Terms, and any disputes relating to these Terms or your use of the Website or Materials, shall be governed in all respects by the laws of the State of California, without regard to conflicts of laws principles. Any disputes relating to the above shall be resolved solely in an appropriate state or federal court located in California.

Entire Agreement

These Terms set forth the entire agreement between us with respect to the subject matter hereof and may only be modified in a written agreement executed by you and a Sandpath Capital authorized signatory. Sandpath Capital Online Privacy Policy located at www.sandpath.com/privacypolicy.php is hereby incorporated herein by reference.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without consent, but may be assigned by Sandpath Capital to an affiliate or successor without restriction. These Terms are binding on your successors and permitted assigns.

Contact Information

Any questions, concerns or complaints regarding these Terms should be sent to info@sandpath.com.

Effective Date: May 10, 2010