Grove International Partners

AGREEMENT BETWEEN USER AND GROVE INTERNATIONAL PARTNERS LLP

The Grove International Partners LLP Web Site (the “Web Site”) is comprised of various Web pages operated by Grove International Partners LLP ("Grove").

The Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Web Site constitutes your agreement to all such terms, conditions, and notices (the "Terms").

MODIFICATION OF THESE TERMS OF USE

Grove reserves the right to change without notice the Terms under which the Web Site is offered, including but not limited to the charges associated with the use of the Web Site. Each use of the Web Site constitutes your acceptance to be bound by the Terms as modified at the time of such use. If you do not accept the Terms you may not use the Site.

NO OFFER OF SECURITIES

Under no circumstances should any information or materials presented on the Web Site be used or construed as an offer, or a solicitation of an offer, by Grove to buy or sell any securities or other financial instrument or investments.

LINKS TO THIRD PARTY SITES

The Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Grove, and Grove is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Grove is not responsible for webcasting or any other form of transmission received from any Linked Site. Grove is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement, representation or warranty by Grove of the site, the content of the site, the products or services of the site or the operators of the site. GROVE DISCLAIMS RESPONSIBILITY FOR THE PRIVACY POLICIES AND CUSTOMER INFORMATION PRACTICES OF LINKED SITES.

LINKS FROM THIRD PARTY SITES

You shall not display hyperlinks on your websites to any website owned or operated by Grove. If you desire to display on your website a hyperlink to a Grove website, you must enter into a written agreement with Grove governing such display. Access to any Grove website does not authorize you to use any of Grove's names, logos or copyrighted material, and you agree not to do so without Grove's express written consent. Requests to display hyperlinks on your websites to Grove should be emailed to inquiries@groveinvestors.com.

The Web Site may be linked from other permitted websites that are not maintained by Grove. Grove does not endorse and is not responsible for the content of any such other websites, including, without limitation, any references to Grove or links to the Web Site.

PASSWORD PROTECTED AREAS

Certain areas of the Web Site are password protected and are only accessible to those ho have been issued a password from an authorized representative of Grove. You may not attempt to access any password protected areas from the Web Site unless you have received proper authorization and been issued a valid password.

In the event that you have been issued such a password, you acknowledge and agree that Grove has granted you limited access to specific files pertaining to investments relevant to you, and you agree not to attempt to access computer files other than those specific files.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Web Site, you warrant to Grove that you will not use the Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Web Site in any manner which could damage, disable, overburden, or impair the Web Site or interfere with any other party's use and enjoyment of the Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Web Site.

USE OF COMMUNICATION SERVICES

The Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes or chain letters.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violate any applicable laws or regulations.

Grove has no obligation to monitor the Communication Services. However, Grove reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Grove reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Grove reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in Grove's sole discretion.

Electronic Communication can be intercepted by third parties and accordingly transmissions may not be secure. Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Grove does not control or endorse the content, messages or information found in any Communication Service and, therefore, Grove specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Grove spokespersons, and their views do not necessarily reflect those of Grove. Communication to Grove, particulary those containing confidential information, may be sent by mail to

126 East 56th Street
Suite 1120
New York, NY 10022
United States of America

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO GROVE INTERNATIONAL PARTNERS LLP OR POSTED AT ANY GROVE INTERNATIONAL PARTNERS LLP WEB SITE

Grove does not claim ownership of the materials you provide to Grove (including feedback and suggestions) or post, upload, input or submit to any Grove International Partners LLP Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Grove, its affiliated companies and necessary sublicensees permission to use your Submission for any purpose including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Grove International Partners LLP is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Grove International Partners LLP's sole discretion.

Further, Grove shall be free to use, for any purpose and without compensation any ideas, concepts, know-how, or techniques you provide through the Website.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. GROVE AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE WEB SITE IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS. YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

GROVE AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. GROVE AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ACCURACY, AVAILABILITY OR COMPLETENESS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GROVE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEB SITE, WITH THE DELAY OR INABILITY TO USE THE WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF GROVE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEB SITE.

SERVICE CONTACT: webmaster@groveinvestors.com

INDEMITY

You, the user, shall irrevocably indemnify Grove and its officers, directors, managers, principals, members, partners, shareholders, agents and employees against all losses, damages and costs suffered or incurred by such parties arising out of or in connection with your access use or distribution of the Web Site or information contained herein in breach of the Terms.

TERMINATION/ACCESS RESTRICTION

Grove reserves the right, in its sole discretion, to terminate your access to the Web Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in King County, Washington, U.S.A. in all disputes arising out of or relating to the use of the Web Site. You hereby consent and submit to teh personal jurisdiction of the courts for the purpose of litigating any action with Grove. Use of the Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Grove as a result of this agreement or use of the Web Site. Grove performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Grove right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Web Site or information provided to or gathered by Grove with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Grove with respect to the Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Grove with respect to the Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

WAIVER

No waiver by Grove of any right under or term or provision of the Terms will be deemed a waiver of any other right, term or provision of the Terms at any other time.

Grove grants you a limited, revocable, nonexclusive, nontransferable right to view, store, bookmark, download and print pages from the Web Site for your personal and noncommercial use only. Any unauthorized use of the images displayed on the Web Site by you, or anyone else authorized by you, is prohibited and may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications, regulations and statutes. If you download any information from the Web Site, you agree that you will not copy it or remove or obscure any copyright or other notices or legends contained in any such information.

The content contained on the Web Site is protected by copyright laws. Accordingly, you may not copy, distribute, modify, post or frame the Web Site, including any text, graphics, video, audio, software code, user interface design or logos. You may download material displayed on the Web Site provided you also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, repost, or use the content of the Web Site for public or commercial purposes, including the text, images, audio, and video, without Grove's written permission. Without limiting the generality of the foregoing, you agree not to copy large portions of the Web Site (such as by bots, robots or spiders that "harvest" the Web Site), interfere with the functioning of the Web Site or restrict or inhibit any others from using the Web Site. Modification or use of the materials for any other purpose violates Grove's intellectual property rights.

The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Nothing contained on the Web Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Web Site without the written permission of Grove or such other third party that may own the trademark displayed on the Web Site. Your use of the trademarks displayed on the Web Site, except as provided herein, is strictly prohibited.

TRADEMARKS

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.

INTERNATIONAL USE

The Web Site is maintained in the United States and Grove makes no representations that information or materials presented on the Web Site are appropriate for use in jurisdictions outside of the United States. Those who access the Web Site from outside of the United States do so at their own risk and are responsible for compliance with all local laws. Accessing the Web Site from locations where it is illegal is prohibited.

JURISIDICTION

The information and materials provided on the Web Site are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Grove to any registration requirement within such jurisdiction or country.

EMPLOYMENT

Grove is an equal opportunity employer committed to diversity in the workplace.