PORTFOLIO METHODOLOGY

Hedgeye Risk Management, LLC provides an “Early Look” macro and market note as well as the Hedgeye Risk Management Portfolio, a virtual portfolio that applies our proprietary trading methodology to our fundamental research. The Hedgeye Risk Management Portfolio does not represent actual transactions, but is a model of how a trading system might use the research provided to our subscribers. Every transaction recorded in the Hedgeye Risk Management Portfolio, since inception, is reported and available for review, including timing, duration, and pricing. A complete history of the Hedgeye Risk Management Portfolio is available by clicking the “PORTFOLIO HISTORY” link in the upper navigation bar.

“PORTFOLIO STATISTICS”: the total number of positions initiated since inception (7/22/2008), with the percentage of long and short positions that have been closed out with positive results. This also reflects the current portfolio, showing the balance of long and short positions, all presented on a same-day basis.

Hedgeye Risk Management, LLC (the “Company”) provides certain services (collectively, “Services”) through the http://www.hedgeye.com website (the “Website”). Access to and use of the Website or the Services provided therein is subject at all times to these Terms of Service and End User License Agreement (“Terms of Service”).

EACH TIME YOU ACCESS OR USE THIS WEBSITE OR THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF SERVICE AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO BE BOUND BY (OR CANNOT COMPLY WITH) ANY OF THESE TERMS OF SERVICE, PLEASE EXIT FROM THE WEBSITE. ANY REFERENCES HEREIN TO “YOU” AND “YOUR” REFER TO BOTH YOU AND SUCH PERSON AND LEGAL ENTITY ON WHOSE BEHALF YOU ACT, IF ANY.

The Company may, from time to time, modify, amend, or supplement these Terms of Service, and post those changes on the Terms of Service page. Such modifications, amendments or supplements shall be effective immediately upon posting on the Website. You are responsible for periodically checking the Website for changes to these Terms of Service. If you do not agree to be bound by (or cannot comply with) these Terms of Service as modified, you agree that your sole remedy is to cease using the Services by canceling your Account. Your continued use of the Services constitutes your agreement to be bound by the amended Terms of Service.

1. ACCOUNT REGISTRATION AND POLICIES

By completing the registration process, you may establish a Service account (“Account”) and register as a Hedgeye Risk Management Member (“Member”), and access and use the Service from the Website. As part of the registration process, a login ID and password will be assigned to your Account that you must use to access the Services. You are solely responsible for all activity on your Account and for the security of your computer system. You may not reveal, transfer or sell your Account login ID or password to any person who is not permitted to access the Services under the terms of your agreement with Hedgeye Risk Management (“Services Agreement”), including without limitation third party users, nor may you permit such unauthorized persons or other third parties to access your Account.

(A) Charges and Billing

Terms of payment are within the Company’s sole discretion and may be modified, amended or supplemented at any time and shall become effective upon posting on the Website. All applicable fees and other charges for services as well as any products marketed through the Website are payable by the 15th day of the quarter to which such fees or charges apply. The Company reserves the right to change prices at any time. The Company is not responsible for pricing, typographical, or other errors in any offer by the Company and reserves the right to cancel any service or product orders resulting from such errors.

(B) Termination of Account

(i) Member. Subject to the terms described herein, each Member has the right to terminate such Member’s Account at any time upon written notice to the Company. Each Member understands and agrees that the termination of a Member’s Account is such Member’s sole right and remedy with respect to any dispute, including, but not limited to, any related to, or arising out of: (A) any term of these Terms of Service or the Company’s enforcement or application of these Terms of Service; (B) the Member’s ability to access and/or use the Service; or (C) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods. The Company reserves the right to collect accrued fees and charges and costs incurred by the Company upon receipt of a Member’s notice to cancel an Account.

(ii) Company. The Company may terminate a Member’s account at any time in its sole and absolute discretion for any reason including, without limitation, upon the occurrence of any one of the events:

(a) Improper use of the Member’s login ID or password.
(b) The information provided by a Member during the Account registration process is found to be untruthful or inaccurate.
(c) Improper use of the information provided on the Website and/or taking any other action which adversely affects the Website, the Service, or the Company.
(d) Any violation of these Terms of Service.

If the Company terminates an Account because of a Member’s breach of these Terms of Service, the Company shall have no liability or responsibility to such Member or any third party.

(iii) General. In the event an Account is terminated by the Member for any reason (other than the Company’s permanent discontinuance of the Website), or by the Company for any of the reasons set forth in Section 1(B)(ii) above, no refund will be granted and the Member will have no further access to the subject Account. Any delinquent or unpaid Account with unresolved disputes must be settled before the Company may allow a Member to register again. Any and all of a Member’s personal information submitted to the Service, including, any Account information and password information will promptly be destroyed upon termination of the Service.

2. RESTRICTIONS AND OBLIGATIONS

(A) Modification to Service

The Company may at any time and from time to time revise, supplement, suspend, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you, and terminate all licenses granted in these Terms of Service. You agree that neither the Company nor any of its affiliates, licensors, agents, or employees is liable to you or any third party for any revision, supplement, suspension, or discontinuation of the Service, and termination of any license.

(B) End User License Agreement

Your access to the Service is governed by this End User License Agreement “EULA.” Be sure to carefully read and understand all of the rights and restrictions described herein. If you are employed by an entity and are accessing the Service using an ID and password provided by your employer, it is your responsibility to make sure that your use of the Services is consistent with the terms of the Services Agreement between your employer and the Company. By accessing the Service, you agree to be bound by the terms of this EULA and any other terms and conditions applicable to you or the entity with which you are associated. If you do not agree to these terms, you may not access the Service. The Service and the information that you are able to access through the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

(i) Grant of License. This EULA grants you the following rights:

(a) Access and Use of the Service. Your access to and use of the Service is governed in part by this EULA, as well as by any other agreement that may exist between you and the Company. By accessing and using the Service, you agree to comply with all of the terms and conditions hereof. You are granted a non-exclusive, nontransferable, nonsublicensable right and license to access and use the Service for internal business (or personal, as the case may be) purposes only. This right and license to access and use the Service is personal to your employer (or to you, as the case may be) and is not transferable to any other person or entity, nor may it be shared, resold, rented, licensed or leased by you. You are responsible for the manner in which you use the Service and for ensuring that all use of the Service complies fully with the provisions of this EULA. You shall be responsible for protecting the confidentiality of your password(s), if any. The Company shall have the right at any time to change or discontinue any aspect or feature of the Service, including (but not limited to) content, hours of availability, and equipment needed for access or use.

(b) Reservation of Rights. All rights not expressly granted are reserved by the Company. Access to the Service is granted under license; no ownership rights are transferred to you by the Company. Except for the licensee granted herein, the Company retains all right, title and interest in and to the Service and all information and content provided thereunder.

(ii) Use of the Services. You shall use the Service for lawful purposes only, and in a manner consistent with the terms of this EULA and any other terms and conditions applicable to you or the entity with which you are associated.

(iii) Restrictions.

(a) Limitations of Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble any material available on the Service, except and only to the extent that such activity is permitted by applicable law notwithstanding this limitation.

(b) Rental. You may not rent, lease or lend access to the Service.

(c) Redistribution. You may not redistribute any information provided by the Service to any other person, except to the extent you are permitted to do so by any other terms and conditions applicable to you or the entity with which you are associated.

(d) Other Restrictions. You agree not to engage in the following:

(i) Infringe upon the intellectual property rights of the Company or any third party.
(ii) Alter or cancel another Member’s Account.
(iii) Impersonate another person, indicate that you are a Company employee, or attempt to mislead Members or guests by indicating that you represent the Company or any of the Company’s licensors or affiliates.
(iv) Attempt to get a log-in I.D., password, or other Account information, or any other private information from a Member.
(v) Engage in or promote or encourage any illegal activity including hacking, cracking or distribution of counterfeit software for the purpose of accessing the Service or Website.
(vi) Modify, delete or create derivative works of the Service or Website, or any component thereof.
(vii) Interfere with, hack into or decipher any transmissions to or from the servers running the Service.
(viii) Do anything that interferes with the ability of other Members to access and use the Website and the Service or that which adversely affects the Website, the Service and the Company’s business.
(ix) Attempt (or authorize, encourage or support others’ attempts) to circumvent, reverse engineer, decrypt, break or otherwise alter or interfere with the Service or any component thereto.
(x) Use information disclosed on the Website for any purpose that is not permitted by the license granted by the Company, including, without limitation, for a third party’s commercial use.
(xi) Acts which violate any applicable laws or regulations in connection with the manner in which you access or use the Service or Website.

(iv) Ownership. You understand and acknowledge that the Website, the Service and information provided to you in connection therewith is owned solely and exclusively by the Company, its licensors or its affiliates, or suppliers, and are protected by applicable laws and regulations, and international treaties relating to copyrights, trademarks, and other intellectual property rights. Under no circumstances will you obtain any ownership interest in any such proprietary subject matter pursuant to these Terms of Service or otherwise.

(C) Company Trademarks

The Company name, its logo(s), and associated brand names and domain names are trademarks of the Company. The Company trademarks and trade dress may not be used in connection with any product or service that is likely to cause confusion among customers, or in any manner can be interpreted as business disparagement. All other trademarks not owned by the Company that may appear on the Website are the property of their respective owners. You may not remove any copyright notice or other notification or trade name or marks of the Company or its suppliers that appear in the information displayed on the Website. You may not use, and nothing contained on the Website grants, by implication, waiver, estoppel or otherwise, any right to use, any trademark displayed on the Website without the written permission of the Company or the respective owner of such trademark, service mark or logo.

(D) Website

The Website is provided on an “as is” and “as available” basis. The Company reserves the exclusive right and may, at any time and without notice and liability to you, modify or discontinue the Website, either temporarily or permanently. Temporary interruptions in the availability of the Website may occur from time to time as normal events. Under no circumstances will the Company be held liable for any damages resulting from such interruptions. The Website may include technical inaccuracies, typographical errors or may enable you to access or download harmful or malicious code introduced onto the Internet by third parties. The Website is made available internationally and may contain references to programs or services of the Company and/or its suppliers that are not available in your location. Such references do not imply that the Company or its suppliers intend to make available such products, programs or services in your location.

3. DISCLAIMER OF WARRANTIES

YOU HEREBY EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE WEBSITE, THE SERVICE, AND THE INTERNET IS AT YOUR SOLE RISK. THE WEBSITE, THE SERVICE, THIRD-PARTY SERVICES, AND PRODUCTS AND ANY INFORMATION DELIVERED TO YOU IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND BY THE COMPANY, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY PROVIDES THE SERVICE ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT THE COMPANY WILL HAVE ADEQUATE CAPACITY FOR THE SERVICE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.

4. LIMITATIONS OF LIABILITIES

YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE COMPANY, ITS LICENSORS, SUPPLIERS OR AFFILIATES IS TO STOP USING THE SERVICE, AND TO CANCEL YOUR ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE COMPANY, ITS LICENSORS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT ON THE SERVICE. MOREOVER, IN NO CASE SHALL THE COMPANY’S OR ITS LICENSORS’, SUPPLIERS’, AFFILIATES’, EMPLOYEES’, OFFICERS’, MEMBERS’ OR DIRECTORS’ (COLLECTIVELY, “COMPANY AFFILIATES”) LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO THE COMPANY FOR THE SERVICE DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGES FIRST AROSE. FURTHERMORE, IN NO CASE SHALL ANY COMPANY AFFILIATE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THEFT OR LOSS OF PROFITS, DATA, USE, GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSS) ARISING FROM YOUR USE OF THE SERVICE, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ANY COMPANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE COMPANY AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. THE COMPANY DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

5. LINKS WITH OTHER SITES

For the convenience of our users, the Website may provide certain links to web sites provided by third parties. The Company is not responsible for the content of any other web site linked to or from the Website. If you link to another site, you leave the Website and you do so entirely at your own risk. The Company provides links from the Website to other sites solely as a convenience to you and in no way should this be interpreted as a referral or endorsement of any content, sponsor or owner of any other site. THE COMPANY DISCLAIMS ALL WARRANTIES, CONDITIONS OR OTHER TERMS EXPRESS OR IMPLIED AS TO ANY SUCH LINKED SITE, INCLUDING, WITHOUT LIMITATION, AS TO ACCURACY, OWNERSHIP, VALIDITY, OR LEGALITY OF ANY CONTENT OF A LINKED SITE.

6. INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company and its licensors, affiliates, suppliers, employees, officers, and directors from all claims for liabilities, losses and expenses, including reasonable attorneys’ fees, from third parties arising from any breach of these Terms of Service. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to the Company in that matter.

7. GOVERNING LAW

The Website is operated and controlled from the Company’s offices in Connecticut, U.S.A. It can be accessed from various countries of the world. The laws of the state of Connecticut, without regard to conflicts of law provisions, will apply to all matters arising out of or in connection with the Website and your connection to and use of the Website and/or the Services. By accessing or using the Website and/or the Services, you submit and consent to the exclusive jurisdiction of the United States District Court for the District of Connecticut and the state courts located in New Haven, Connecticut, with respect to any dispute or cause of action arising out of or in connection with these Terms of Service and/or your use of the Website or the Service.

8. VOID WHERE PROHIBITED

The Company makes no representation or warranty that any material on the Website or the Service is lawful in every jurisdiction from which such content can be accessed, or is available for use in all jurisdictions. If you access or use the Website or the Services from a jurisdiction outside of the United States you are responsible for compliance with all applicable local laws.

9. MISCELLANEOUS

If any provision of these Terms of Service is held to be invalid or unenforceable, that provision will be deemed to be restated to reflect as nearly as possible the original intention in accordance with applicable law, and the remainder of these Terms of Service will remain in full force and effect. These Terms of Service, the Services Agreement, if any, and the Company’s privacy policy (the “Privacy Policy”) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the Company. The failure of party to assert any right under these Terms of Service shall not be considered a waiver of that party’s right will remain in full force and effect. In addition, these Terms of Service, the Services Agreement and the Privacy Policy, including the Company’s enforcement of those policies and agreements, are not intended to confer, and do not confer, any rights or remedies upon any person. These Terms of Service and all related documents are written and shall be interpreted in the English language.

10. CONTACT US

If you have any questions, complaints, or comments regarding these Terms of Service, or have other questions or suggestions about our Website, please contact us via e-mail at info@hedgeye.com.

Hedgeye Risk management, LLC Statement Regarding Material Non-Public Information (“MNPI”)
Hedgeye Risk Management, LLC (“Hedgeye”, the “Firm”) has established written MNPI procedures, both in its Compliance Manual and in its Code of Ethics, and provides both initial training and continuing education to employees regarding appropriate handling of MNPI. Such training and procedures include, but are not limited to, a duty to promptly report to the Firm’s compliance department any suspected MNPI; a prohibition against knowingly sharing MNPI; and a prohibition against providing research to any subscriber on the basis of MNPI.

Hedgeye believes its policies and procedures covering MNPI are reasonably designed to prevent the mishandling or transmission of MNPI, and to prevent dissemination of information to subscribers in the event the Firm determines it is in possession of MNPI. The Firm believes that these policies and procedures, and training provided to employees, meet or exceed industry standards, and that they will prevent the transmission to subscribers of MNPI, or of research, information or analysis based on MNPI.