COASTROCK CAPITAL MANAGEMENT
WEBSITE TERMS OF USE

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IMPORTANT INFORMATION ABOUT COASTROCK CAPITAL MANAGEMENT WEBSITE ACCESS AND USE

The following information (the “Terms of Use”) sets forth the requirements for accessing and using this and other websites owned, sponsored, hosted, and/or maintained by or on behalf of CoastRock Capital Management, Inc., its subsidiaries and affiliates (“CoastRock Capital Management”) (each, a “CoastRock Capital Management Website”). Unless otherwise indicated in these Terms of Use, references to “you” and “your” are references to the individual accessing or using (or attempting to access or use) a CoastRock Capital Management Website, without regard to the actual or apparent authority of such individual or their authorized/unauthorized status with respect to a CoastRock Capital Management Website.

Use of and access to a CoastRock Capital Management Website is conditioned on your acceptance of these Terms of Use. By using or accessing a CoastRock Capital Management Website, you expressly acknowledge that you have read and understood the Terms of Use, and that you agree to be bound by them. If you do not agree to be bound by the Terms of Use, you are not permitted to use or access a CoastRock Capital Management Website. CoastRock Capital Management may modify these Terms of Use at any time and at its sole discretion, with or without advance notice. Each time you use or access a CoastRock Capital Management Website, you are responsible for being familiar with, and are bound by, the then-applicable version of the Terms of Use and any Supplemental Terms (as defined below).

Information Specific to this CoastRock Capital Management Website

The CoastRock Capital Management Website you are currently accessing and using contains the following:

General information about CoastRock Capital Management, its principals and key personnel, and its primary business activities.

Links to the websites of other entities, or to information prepared by other sources, that in any such instances may or may not be affiliated with CoastRock Capital Management.

Content

The information provided on any CoastRock Capital Management Website (the “Content”) is directed only to persons or entities in any jurisdiction or country where access to and use of such Content is not contrary to local law or regulation. You are responsible for informing yourself of and complying with all laws and regulations governing the access to and use of such Content in your jurisdiction.

The Content consists of material and information that is (i) developed by or on behalf of CoastRock Capital Management (the “CoastRock Capital Management Content”), and/or (ii) developed by third parties and displayed or provided by CoastRock Capital Management (the “Third-party Content”), and in all cases is for informational purposes only. Third-party Content is obtained from sources believed by CoastRock Capital Management to be reliable, but is not guaranteed as to its accuracy or completeness. CoastRock Capital Management Content may be based on third-party sources believed by CoastRock Capital Management to be reliable, but is not guaranteed as to its accuracy or completeness. Content is current only as of the date it is first posted and, as a CoastRock Capital Management Website may not be regularly updated, such Content may not be accurate, true or complete when you view it. Additionally, the Content may be changed or amended without any prior or other notice or legend.

A CoastRock Capital Management Website may provide a direct link to material and information that is displayed or provided on a separate website that is owned, sponsored, hosted, and/or maintained by or on behalf of a third-party unaffiliated with CoastRock Capital Management (the “Linked Content”). CoastRock Capital Management does not make any representation or guarantee as to the accuracy or completeness of any Linked Content, and does not commit to any periodic review or update of any links to such Linked Content.

Access to Third-party Content displayed or provided on a CoastRock Capital Management Website, and/or Linked Content, may require you to agree to one or more supplemental terms, conditions, disclaimers and/or disclosures (separately and collectively, the “Supplemental Terms”). By accessing any such Third-party Content and/or Linked Content, you agree to be bound by any applicable Supplemental Terms. If you do not agree with the applicable Supplemental Terms, you may not use or access such Third-party Content and/or Linked Content and you may be prevented from further access and use of a CoastRock Capital Management Website or portions thereof that relate to such Third-Party Content and/or Linked Content. In the event of a conflict between these Terms of Use and any Supplemental Terms, the Supplemental Terms will govern for any Third-party Content and/or Linked Content to which such Supplemental Terms pertain.

All CoastRock Capital Management Content, Third-party Content, and any Linked Content, is made available without any obligation on the part of CoastRock Capital Management. By accessing and using any CoastRock Capital Management Website, you are acknowledging that any use of or reliance on such Content is undertaken solely and exclusively at your own risk, and as to which CoastRock Capital Management disclaims any and all responsibility or liability, except to the extent expressly set forth to the contrary in these Terms of Use or as otherwise required or imposed by law.

No Investment Advice

The Content is generic and descriptive in nature. It is not intended as nor shall it constitute a personal recommendation or specific investment advice, or provide the basis for a business or professional services relationship between you and CoastRock Capital Management. Unless separately and expressly agreed, CoastRock Capital Management neither provides investment advice to nor receives and transmits orders from nor carries on any other MiFID investment services and activities for users of a CoastRock Capital Management Website.

No Content is intended to constitute, nor shall be construed as, an offer (or an invitation to make an offer) to buy, sell or otherwise transact in any pooled fund and/or investment strategy referred to on a CoastRock Capital Management Website or any other security or financial instrument, or to provide any investment services or investment advice in any U.S. or international jurisdiction where such actions would be unlawful or require the filing of any document or information with any official agency or body in connection therewith.

Limitations on Use

You warrant that you will not use a CoastRock Capital Management Website to conduct or engage in unlawful activities, to violate any law or regulation, or to violate or infringe upon the rights of CoastRock Capital Management or any third party, including, without limitation, contractual rights, intellectual property rights, and privacy rights. You shall not use or introduce into a CoastRock Capital Management Website any device, software, or routine that could damage or interfere with the proper operation of a CoastRock Capital Management Website. You shall not directly or indirectly take any action to unduly stress a CoastRock Capital Management Website including, by way of example and not limitation, incurring session lengths or conducting search queries that CoastRock Capital Management reasonably determines to be abusive, or use any scraper, robot, spider, or other automated mechanism to access a CoastRock Capital Management Website or download the Content.

CoastRock Capital Management reserves the right to monitor your use of a CoastRock Capital Management Website to provide guidance and assistance in the use of a CoastRock Capital Management Website and to monitor your conformance with these Terms of Use. You acknowledge and hereby consent to such monitoring. CoastRock Capital Management reserves the right to terminate your access to and use of a CoastRock Capital Management Website if we reasonably believe you have violated the usage limitations or any other obligations set forth in these Terms of Use.

General Risk Warnings

AN INVESTMENT IN ANY OF THE POOLED FUNDS AND/OR USING ANY OF THE INVESTMENT STRATEGIES DESCRIBED ON A COASTROCK CAPITAL MANAGEMENT WEBSITE CARRIES SUBSTANTIAL RISK, INCLUDING THE POSSIBLE LOSS OF ENTIRE INVESTMENT PRINCIPAL AND ANY REALIZED AND UNREALIZED GAINS THEREON.

THE RISK FACTORS PROVIDED IN THESE TERMS OF USE ARE GENERAL IN NATURE. THE OFFERING AND RELATED DISCLOSURE DOCUMENTS PREPARED BY COASTROCK CAPITAL MANAGEMENT CONTAIN SPECIFIC RISK FACTORS THAT RELATE TO EACH POOLED FUND AND/OR INVESTMENT STRATEGY DESCRIBED ON A COASTROCK CAPITAL MANAGEMENT WEBSITE. YOU MUST THOROUGHLY REVIEW THE DISCLOSURE DOCUMENTS AND SHOULD MAKE YOUR INVESTMENT DECISION ONLY AFTER CAREFULLY CONSIDERING THE RELEVANT INVESTMENT OBJECTIVES, RISK FACTORS, FEES AND EXPENSES THAT ARE SPECIFIC TO EACH POOLED FUND AND/OR INVESTMENT STRATEGY.

AN INVESTMENT IN ANY OF THE POOLED FUNDS AND/OR USING ANY OF THE INVESTMENT STRATEGIES DESCRIBED ON A COASTROCK CAPITAL MANAGEMENT WEBSITE MAY NOT BE SUITABLE FOR ALL INVESTORS. YOU ARE STRONGLY URGED TO CONSULT WITH AN INDEPENDENT PROFESSIONAL FINANCIAL ADVISER OR OTHER INVESTMENT PROFESSIONAL FOR PERSONAL AND SPECIFIC ADVICE WHEN EVALUATING THE MERITS AND RISKS OF THE POOLED FUNDS AND/OR INVESTMENT STRATEGIES DESCRIBED ON A COASTROCK CAPITAL MANAGEMENT WEBSITE.

PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. THERE IS NO GUARANTEE THAT THE OBJECTIVES OF ANY POOLED FUNDS AND/OR ANY INVESTMENT STRATEGIES DESCRIBED ON A COASTROCK CAPITAL MANAGEMENT WEBSITE WILL BE ACHIEVED. RETURNS MAY VARY SIGNIFICANTLY OVER TIME.

References to Tax Matters

An investment in any of the pooled funds and/or any of the investment strategies described on a CoastRock Capital Management Website may have important and potentially complex tax implications, which are specific to each investor. The applicable levels and bases of, and available reliefs from, taxation in a particular U.S. or international jurisdiction may change at any time, or be applied prospectively or retrospectively in a manner that alters the anticipated or historical character and/or treatment of investment gains and losses. Any tax reliefs referred to on a CoastRock Capital Management Website are those understood to be available at the time of posting of the applicable Content.

You must consult your own professional tax advisers regarding the tax consequences that may apply to you from an investment in any of the pooled funds and/or using any of the investment strategies described on a CoastRock Capital Management Website.

Any Content discussing the historical or expected tax attributes of an investment in any of the pooled funds and/or the investment strategies described on a CoastRock Capital Management Website is not intended, nor shall be construed, as tax advice. In accordance with IRS Circular 230 as may be applicable to any tax-related Content, any tax advice on a CoastRock Capital Management Website is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding any penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction(s) or tax-related matter(s) that may be addressed therein.

Material Interests

The CoastRock Capital Management Parties may have holdings in and/or derive income from the pooled funds and/or the investment strategies that may be referred to on a CoastRock Capital Management Website, and may otherwise have material financial interests in transactions that you effect in those funds and/or with those strategies.

Intellectual Property Rights

You may use the Content and reproduce it in hard copy for your personal only. Such information may not otherwise be reproduced, distributed or transmitted to any other person or incorporated in any way into another database, document or other materials. Nothing on a CoastRock Capital Management Website is intended to nor should be considered as a grant of any license or right under any product names, trademarks, logos, service marks or trade names (collectively referred to as “Trademarks”) of CoastRock Capital Management or any third party.

All intellectual property rights in a CoastRock Capital Management Website and Content (including, but not limited to, rights under the copyright, trademark, or patent statutes and common laws of any jurisdiction) are owned by the CoastRock Capital Management Parties or licensed to CoastRock Capital Management by relevant third-party content providers. CoastRock Capital Management grants you a limited, nonexclusive and nontransferable right to access the Content for your own personal or internal business use and to reproduce the Content in hard copy for your own reference. This limited right is personal to you and does not include any rights of sublicense. Notwithstanding the foregoing, nothing in these Terms of Use shall be construed as conferring upon you any license to use, modify, reproduce, distribute or transmit the Content, to create derivative works based upon the Content, or to incorporate the Content into other databases, documents or other materials.

All Trademarks displayed on a CoastRock Capital Management Website are property of the CoastRock Capital Management Parties, their licensors or business partners. The Trademarks are protected under U.S. and/or international laws. Except as permitted by these Terms of Use or otherwise indicated in writing by CoastRock Capital Management, any use of the Trademarks by you is expressly prohibited.

The layout and design of a CoastRock Capital Management Website, as well as images of people or places displayed on a CoastRock Capital Management Website, are either the property of the CoastRock Capital Management Parties or used with the permission of the copyright owner. Except as permitted within these Terms of Use or otherwise indicated in writing by CoastRock Capital Management, any use of such layout, design or images by you is expressly prohibited.

Governing Law and Arbitration of Disputes

Your access to and use of a CoastRock Capital Management Website and these Terms of Use are governed by the internal laws of the State of Connecticut without regard to conflicts of law or choice of law principals applicable therein or thereto in such manner as would result in the laws of any state other than the State of Connecticut being applicable. In the event any provision or portion of these Terms of Use is held to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions and/or portions shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

In the event of any dispute arising from or related to your access to and use of a CoastRock Capital Management Website, you agree to resolve such dispute exclusively by resort to mandatory binding arbitration in accordance with the Supplemental Arbitration Provisions of these Terms of Use, which are incorporated herein by reference.

BY AGREEING TO THESE TERMS OF USE AND THE SUPPLEMENTAL ARBITRATION PROVISIONS, YOU ARE HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVING YOUR RIGHT TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO THE ACCESS TO AND USE OF A COASTROCK CAPITAL MANAGEMENT WEBSITE AND CONTENT, AND IN LIEU THEREOF ARE AGREEING THAT THE EXCLUSIVE FORUM AND PROCESS FOR THE RESOLUTION OF ALL DISPUTES SHALL INVOLVE THE SUBMISSION OF ALL SUCH CLAIMS OR CAUSES OF ACTION TO BINDING ARBITRATION IN ACCORDANCE WITH THE SUPPLEMENTAL ARBITRATION PROVISIONS OF THESE TERMS OF USE. YOU ACKNOWLEDGE THAT THE RIGHT TO A JURY IS A CONSTITUTIONAL RIGHT, THAT YOU HAVE HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL, AND THAT YOU ARE ENTERING INTO THIS JURY WAIVER KNOWINGLY AND VOLUNTARILY. IN THE EVENT OF ANY ACTION OR PROCEEDING FILED IN A COURT OF LAW TO WHICH THIS WAIVER GOVERNS, THIS PROVISION AND THESE TERMS OF USE MAY BE FILED AS EVIDENCE OF YOUR WRITTEN CONSENT TO EXCLUSIVELY ARBITRATE ALL SUCH DISPUTES AND PROVIDE A BASIS FOR THE DISMISSAL WITH PREJUDICE OF SUCH ACTION OR PROCEEDING.

Force Majeure

Any failure by or on behalf of CoastRock Capital Management to maintain a CoastRock Capital Management Website and/or provide the Content as a result of conditions beyond its control, including but not limited to such reasons as wars, strikes, fires, floods, acts of God, governmental restrictions, power failures, natural disasters, acts of terrorism, or damage or destruction of any network facilities or servers, shall not be deemed a breach of these Terms of Use and shall not create any liability on the part of the CoastRock Capital Management Parties.

Warranty Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, EACH COASTROCK CAPITAL MANAGEMENT WEBSITE, INCLUDING WITHOUT LIMITATION ALL CONTENT AND INFORMATION PROVIDED IN CONNECTION WITH ANY SUCH COASTROCK CAPITAL MANAGEMENT WEBSITE, IS PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE GREATEST EXTENT PERMITTED BY LAW, THE COASTROCK CAPITAL MANAGEMENT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, EXPECTED RESULTS, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

THE COASTROCK CAPITAL MANAGEMENT PARTIES MAKE NO REPRESENTATION OR WARRANTY, OR GIVE NO UNDERTAKING, AS TO THE ACCURACY OR COMPLETENESS OF ANY COASTROCK CAPITAL MANAGEMENT WEBSITE OR THE CONTENT THEREIN, AND NO LIABILITY IS ACCEPTED BY THE COASTROCK CAPITAL MANAGEMENT PARTIES FOR THE ACCURACY OR COMPLETENESS OF SUCH COASTROCK CAPITAL MANAGEMENT WEBSITES OR CONTENT. THE INTERNET IS NOT A COMPLETELY RELIABLE TRANSMISSION MEDIUM, AND THE COASTROCK CAPITAL MANAGEMENT PARTIES SHALL NOT BE LIABLE FOR ANY DATA TRANSMISSION ERRORS SUCH AS DATA LOSS, DAMAGE OR ALTERATION OF ANY KIND. THE COASTROCK CAPITAL MANAGEMENT PARTIES DO NOT GUARANTEE SECURE, CONTINUOUS, OR UNINTERRUPTED ACCESS TO A COASTROCK CAPITAL MANAGEMENT WEBSITE OR CONTENT THEREIN.

Limitation of Liability

Under no circumstances will CoastRock Capital Management or any employees, directors, officers, managers, members, partners, investors, clients, vendors, consultants, agents and representatives, whether entities or individuals (referred to separately and collectively in these Terms of Use as the “CoastRock Capital Management Parties”) be liable to you or any other party for any loss or damage of any nature, type or amount whatsoever, including without limitation, any direct, indirect, incidental, special, exemplary, or consequential loss or damage, or any loss of revenue, business profits, goodwill, data, or any opportunity (even if such damages are foreseeable or where any CoastRock Capital Management Parties may have been advised or may have knowledge of the possibility of such damages) arising from or in any way relating to any of the following: (i) any access to or use of (or attempted access to or attempted use of) a CoastRock Capital Management Website or Content without authorization or in a manner that otherwise contravenes any of these Terms of Use; (ii) the results of any investment decision made or omitted in furtherance of or reliance on a CoastRock Capital Management Website or Content; and (iii) any action or omission of the CoastRock Capital Management Parties in making available a CoastRock Capital Management Website or Content, except (solely as to this clause (iii)) for any such action or omission of the CoastRock Capital Management Parties involving gross negligence or reckless disregard of applicable law, and not otherwise undertaken in good faith; and provided, that this exception shall not apply to cases involving, in whole or in part, any events of Force Majeure as defined in these Terms of Use.

Indemnity

You agree (i) for yourself and (ii) on behalf of any other party for whose benefit, on whose behalf, or at whose direction you are accessing a CoastRock Capital Management Website (including such party’s directors, officers, managers, members, partners, investors, clients, vendors, consultants, agents and representatives, whether entities or individuals) (separately and collectively, your “Related Parties”) to indemnify, defend, and hold harmless the CoastRock Capital Management Parties from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees and costs separately and collectively, “Claims and Damages”), arising from or in any way relating to any access to or use of, or attempted access to or use of, a CoastRock Capital Management Website; provided, that this indemnity shall not apply to Claims and Damages caused by any action or omission of any CoastRock Capital Management Parties involving gross negligence or reckless disregard for applicable law, and not otherwise undertaken in good faith.

Nothing in these Terms of Use is intended to exclude, limit or condition any duty or liability imposed on CoastRock Capital Management Investors, L.P. to its clients that may not be so modified under applicable securities laws.

COASTROCK CAPITAL MANAGEMENT
SUPPLEMENTAL ARBITRATION PROVISIONS


(a) For purposes of these Supplemental Arbitration Provisions, the terms “Party” and “Parties” refer to CoastRock Capital Management and its affiliates on the one hand, and to the definitions of “You” and “Your” as used in the Terms of Use on the other hand.

(b) The Parties irrevocably and unconditionally agree that any disagreements, conflicts, claims, or disputes between the Parties of any nature whatsoever and regardless of the type of relief sought arising from or relating to the CoastRock Capital Management Websites and the information presented therein (a “Dispute”) shall not be adjudicated by the courts but instead shall be submitted to, heard and resolved solely and exclusively through binding arbitration in accordance with these provisions (an “Arbitration”).

(c) (i) Each Arbitration shall be administered by and conducted pursuant to the American Arbitration Association (“AAA”) in accordance with its Expedited Commercial Arbitration Rules, unless the Parties mutually agree on a different arbitration organization to govern the Arbitration. The Arbitration shall be held in Hartford, Connecticut. The Arbitration may be heard by a single arbitrator designated by AAA (or substitute organization) and approved by the Parties, or, at the request of either Party, before a panel of three (3) arbitrators, in which case one arbitrator shall be proposed by the Party initiating the Arbitration (the “Petitioner”), the second arbitrator shall be proposed by the Party responding to the Arbitration (the “Respondent”), and the third arbitrator shall be selected by the two arbitrators so proposed. As used in these provisions, the term “Arbitration Panel” shall apply to an Arbitration heard by either a single arbitrator or multiple arbitrators, and the term “Arbitration Parties” shall refer to the persons named as the Petitioner(s) and the Respondent(s) participating in the Arbitration.

(ii) The Petitioner shall notify the Respondent of its demand for Arbitration, and include a copy of the petition submitted to AAA (or substitute organization). If three arbitrators are requested for the Arbitration Panel, the Petitioner shall also provide in such notice the name of its proposed arbitrator and include therewith a biographical resume prepared by such arbitrator. No later than five (5) Business Days after receipt of said notice, the Respondent shall notify the Petitioner of the arbitrator nominated by the Respondent and include the same type of biographical resume. Upon acceptance of the Arbitration by the AAA (or substitute organisation), the named arbitrators shall promptly select the third arbitrator and establish the Arbitration schedule, which shall commence as soon as practicable after the selection of the third arbitrator and on an accelerated basis in the case of any Dispute as to which injunctive or other emergency equitable relief is sought.

(iii) No person may serve as an arbitrator if such person has or will have (at the time proposed or during such service), or had (at any time in the past), directly or indirectly, with any Arbitration Party or any affiliate of any such Arbitration Party, any of the following: (A) a financial interest or other business or economic relationship; (B) a relationship by blood or marriage; or (C) any other knowledge or circumstance known to such person that may be likely to give rise to bias or prejudice on the part of such person in the role of arbitrator. Each arbitrator shall be a person with not less than fifteen (15) years of professional experience with commercial contracts and internet terms of use. The arbitrator selected by AAA (or substitute organisation), or the arbitrator appointed by each of the arbitrators selected by the Parties, shall be required to be a practising lawyer meeting the foregoing requirements. Each proposed arbitrator shall be required to certify the requirements of this subparagraph (iii) under oath prior to empanelment.

(d) Except to the extent modified by these provisions, each Arbitration shall be subject to Chapter 909 of the Connecticut General Statutes, as amended (“C.G.S.”) and held in accordance with the then-current rules of the AAA (or substitute organization). The Arbitration shall be conducted under oath and memorialized by stenographic, audio-visual, or other means of recording by a licensed court reporting firm. A transcript of the Arbitration shall be prepared and delivered to the Arbitration Panel and the Arbitration Parties as soon as practicable after the Arbitration is completed. The Arbitration Panel shall prepare a reasoned memorandum of decision, grounded in applicable law and containing findings of fact, conclusions of law, and one or more orders directed to each request for relief or counterclaim submitted by the parties to the Arbitration (the “Award”). The Award shall be in writing and rendered not later than (i) thirty (30) calendar days, in the case of a Dispute claiming damages, (ii) ten (10) Business Days in the case of a Dispute requesting injunctive relief, or (iii) three (3) Business Days in the case of a Dispute requesting a temporary restraining order or other emergency equitable relief after the Arbitration is completed, or, if the Arbitration Parties are to submit additional material, from the date fixed by the Arbitration Panel for the final receipt of such material. An Award made after such time periods shall have the same legal effect as if rendered within such time periods.

(e) Every Award rendered pursuant to Arbitration shall be final, conclusive, and binding on all Arbitration Parties. The Arbitration Parties shall honor and comply with the terms of the Award without resort to C.G.S. §52-417 (providing a process for obtaining judicial confirmation of arbitration awards), and shall take or discontinue any and all actions as directed in the Award within the time periods set forth therein. Notwithstanding anything to the contrary in these provisions, any Arbitration Party aggrieved by the Award shall be entitled to apply, in accordance with C.G.S. §52-420 and §52-421, for an order modifying or correcting the Award based solely on the grounds provided under C.G.S. §42-419, or vacating the Award based solely on the grounds provided under C.G.S. §52-418(a); provided, that if the Award is vacated, the court or judge shall direct a rehearing by a substitute Arbitration Panel notwithstanding that the statute of limitations otherwise applicable to any facet of the underlying Dispute has expired, or that the time period in which the Award is required to be rendered may have past.

(f) Any Award determined by an Arbitration Panel shall be responsive to the prayers for relief sought in such Arbitration and be consistent with the relief which would be available to an Arbitration Party in a court of law or equity including, without limitation, an award of money damages, specific performance, injunctive relief and/or declaratory relief; provided, that the Arbitration Panel may not provide for punitive, exemplary, incidental or consequential damages in any Award. If the Arbitration Panel determines that either Arbitration Party has engaged in an abuse of process or bad faith in any aspect of the Arbitration, it may include in the Award an assessment against such Arbitration Party of the full or partial fees and expenses of the Arbitration and the fees and expenses of the attorneys and other advisors and experts of the non-offending Arbitration Party. Failing any such determination by the Arbitration Panel, the costs and expenses of the Arbitration shall be shared equally by the Arbitration Parties and each such Arbitration Party shall be responsible for the fees and expenses of its own attorneys and other advisors and experts.

(g) Each Arbitration Party acknowledges and agrees that the existence of any Arbitration and any related proceedings or appeals, including but not limited such things as the names of the Arbitration Parties and their affiliates, the witnesses, any and all testimony and evidentiary submissions made in connection with the Arbitration, the details of the Award and the written decision rendered thereon, shall be strictly confidential and may not be published, divulged, or otherwise disclosed, directly or indirectly, except in connection with the exercise of any remedy available to an Arbitration Party at law or in equity or as otherwise permitted by these provisions. Any contrary action shall be a material breach of these provisions and the Terms of Use. If the enforcement or appeal of any aspect of an Arbitration or any Award requires resort to a public judicial forum, the Arbitration Parties acknowledge and agree that all filings and submissions initiating and thereafter related to such proceedings shall be made under seal, and that the proceedings shall not be open to the public.