TERMS OF USE

AGREEMENT ON TERMS AND CONDITIONS OF USE

PLEASE CAREFULLY READ BOTH THIS AGREEMENT ON TERMS AND CONDITIONS OF USE AND OUR PRIVACY POLICY BEFORE USING THIS WEBSITE.

This agreement on the terms and conditions of use (the “Agreement”) of the web sites located at the uniform resource locators (“URLs”) www.scottradecenter.com and www.scottradecenter.net (the “Sites”) is between Kiel Center Partners, L.P., doing business as Scottrade Center (the “Arena”), and all visitors and users of our Sites (“you”). We provide information, services and material on the Sites subject to this Agreement and to our Privacy Policy. If you do not agree to these terms and conditions and to our Privacy Policy, do not access or use any of our Sites. By using any of our Sites, you agree to the terms and conditions of this Agreement and to our Privacy Policy. The Arena reserves the right to change this Agreement and/or our Privacy Policy at any time, in its sole discretion, by posting any such changes on the Sites. We encourage you to review this Agreement and our Privacy Policy from time to time for possible changes. Your continued use or access of any of our Sites shall constitute your acceptance of any changes to this Agreement and/or our Privacy Policy.

Ownership of Sites, Trademarks, Copyrights, Software and Other Intellectual Property

The Arena owns and operates the Sites as well as all materials and content set forth on the Sites, or has acquired the right to use such content and materials, including without limitation, any and all text, statistics, images, photographs, logos, graphics, illustrations, audio and video clips, characters, copyrights, trademarks and other intellectual property (the “Materials”). You may access, download and/or print the Materials only once on any personal computer for your personal, non-commercial use. You may not modify, copy, distribute, reproduce, produce derivative works of, post, perform, transmit, upload, display or publish the Materials without the Arena’s prior written consent. The URLs www.scottradecenter.com and www.scottradecenter.net and associated logos are proprietary trademarks or service marks of the Arena. You may not use these or any of the Arena’s trademarks, service marks or other intellectual property without the prior written consent of the Arena. This Agreement does not confer any license or right under any copyright, trademark or other intellectual property of the Arena or of any third party.

The Arena owns all software used to give effect to the Sites (the “Site Software”). You may not modify the Site Software in any manner or form, or use modified versions of the Site Software, for the purpose of obtaining unauthorized access to any of our Sites or for any other purpose.

Use of Site Features

Our Sites may offer opportunities for you to send messages in connection with various features that the Arena may elect to offer, such as bulletin boards, chat rooms, chats with special guests, information libraries, e-mail services, online newsletters such as “Insider” and electronic postcards (the “Site Features”). When you use any of the Site Features, you will be subject to any additional guidelines or rules applicable to such Site Features. Any such additional guidelines or rules are hereby incorporated in this Agreement by reference.

When you use certain Site Features, you may be required to register and to provide certain personal information, including your name, email address and other required information. You may be asked to select a screen name which will be used to identify you when you use the Site Features. Your screen name need not include any personally identifiable information, and we recommend that you do not include personally identifiable information as part of your screen name. You must not use any screen name that violates any terms of this Agreement.

You agree that the Arena may use any information provided by you in accordance with our Privacy Policy, including for the purpose of enforcing this Agreement. In consideration of your use of the Site Features, you agree to provide true, accurate, complete and current information about yourself. If you provide any information that is untrue, inaccurate, incomplete or not current, or the Arena has grounds to suspect that such information is untrue, inaccurate, incomplete or not current, the Arena has the right to suspend or terminate any issued password and refuse any and all current or future use of the Site Features. The Arena reserves the right to change, suspend or discontinue any Site Features at any time, or to limit or restrict your access to certain Site Features at any time, without notice to you and in its sole discretion.

Site Postings

If you submit any messages, notes, e-mails, ideas, suggestions, concepts, other materials or other postings through the use of the Site Features (“Posting”), you are acknowledging that any such Posting (i) is not confidential or proprietary to you or any other person or entity, and does not create any confidential, fiduciary, contractually implied or other relationship between you and the Arena or its agents and representatives other than as expressly set forth in this Agreement, (ii) is owned by the Arena, and (iii) may be used by the Arena for any purpose, including for promotional or advertising purposes, in accordance with our Privacy Policy. By submitting a Posting, you are granting the Arena a perpetual, royalty-free, non-exclusive, and irrevocable right and license to reproduce, prepare derivative works based upon, distribute, perform and display such information in whole or in part, in any form, media or technology known or hereafter developed as long as such use is consistent with our Privacy Policy. Without limiting the generality of the foregoing, you agree that the Arena may disclose in response to court orders or to law enforcement entities, edit or delete any Posting.

You are prohibited from submitting any Posting that: (i) restricts or inhibits any other user from using and enjoying our Sites; (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law; (iv) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contains a virus or other harmful component; (vi) contains any information, software or other material of a commercial nature; (vii) contains advertising, promotions or commercial solicitations of any kind; or (viii) constitutes or contains false or misleading statements of fact.

The Arena reserves the right to review, monitor, edit or delete any Posting by you that: (i) violates the terms of this Agreement; (ii) constitutes illegal, offensive or inappropriate material; or (iii) is required to be reviewed, monitored, edited or deleted by any court order, or in any governmental, administrative or judicial proceeding.

You acknowledge that any Posting may be used by any third party, and the Arena assumes no liability for such disclosures. Without limiting the generality of the foregoing, in the event that you use the Site Features to exchange information with third parties, you acknowledge that the Arena does not control or guarantee the legality, authenticity, accuracy or quality of any information posted by a third party on any of our Sites or the use by such third party of any such information. We recommend that you use caution when exchanging information with any person that you interact with on any of the Sites. The Arena is not responsible for monitoring any exchange of information between you and any third party. We recommend that you do not include any personally identifiable information as part of any Posting.

The Arena is not responsible for any Posting to any of our Sites. Although the Arena may monitor and/or review any Posting, the Arena is not obligated to do so and the Arena assumes no liability or obligation with respect to any Posting.

By submitting any Posting on any of our Sites, you represent and warrant that you are age 18 or over.

Links

While the Sites contain links to third-party web sites, the Arena is not responsible for the content of any linked sites, including advertiser sites, and does not own or control any such sites. The Arena does not endorse any of these links but provides these links only as a convenience.

You acknowledge that we shall not be responsible or liable for the content or conduct of, or associated with, or related to any linked site or advertiser site, and, accordingly, your access and use of any linked site or advertiser site shall be solely at your own risk. If you have any questions or concerns regarding any linked site or advertiser site, you should review any terms and conditions and privacy policy maintained by that linked site or advertiser site, or contact that linked site’s web site administrator.

You agree not to establish any links to any of our Sites without the Arena’s prior written consent. You agree not to frame or incorporate any of our Sites or any content on any of our Sites in another Web site without the Arena’s prior written consent.

Access to Password Protected or Otherwise Secure Areas

Access to and use of any password protected or secure areas of our Sites is restricted to authorized users only. Unauthorized individuals attempting to access these areas of our Sites may be subject to prosecution. You are solely responsible for maintaining the confidentiality of your password and for all activities which take place by use of your password.

Export of Information

The United States Export Controls laws prohibit the export of certain technical data and software to certain territories. No content from any of our Sites may be downloaded or otherwise exported in violation of United States law.

Disclaimers and Limitation of Liability

While the Arena attempts to provide accurate information on our Sites, it assumes no responsibility for accuracy, including but not limited to typographical errors or omissions. USE OF THE SITES AND THE SITE FEATURES IS AT YOUR EXCLUSIVE RISK.

THE MATERIALS ON THE SITES ARE PROVIDED “AS IS.” THE ARENA DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY EXPRESSED OR IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE.

THE ARENA DOES NOT WARRANT THAT (I) OUR SITES WILL BE UNINTERRUPTED OR ERROR-FREE, (II) DEFECTS OR ERRORS IN OUR SITES WILL BE CORRECTED, (III) OUR SITES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) ANY INFORMATION CONTAINED ON ANY OF OUR SITES, INCLUDING INFORMATION OBTAINED THROUGH THE USE OF THE SITE FEATURES OR INFORMATION CONTAINED IN ANY POSTING, WILL BE COMPLETE, ACCURATE OR RELIABLE.

UNDER NO CIRCUMSTANCE WILL THE ARENA BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, ANY OF OUR SITES OR THE SITE FEATURES.

Indemnification

You shall indemnify, defend and hold harmless the Arena, its owners, affiliates, officers, members, partners, employees, agents and representatives from and against any and all third party claims, liabilities, costs and expenses, including reasonable attorney’s fees and expenses, resulting from: (i) your breach of any of the agreements, representations and warranties contained in this Agreement; (ii) your use of the Site Features, including, but not limited to, any transaction between you and a third party; or (iii) any Posting by you on any of our Sites.

Miscellaneous

This Agreement, together with our Privacy Policy, the terms and provisions of which are hereby incorporated in this Agreement by reference, constitute the entire agreement between the parties, and supersede all prior written or oral agreements or communications, with respect to the subject matter hereof. This Agreement, and all claims or issues regarding any of our Sites, shall be governed according to the laws of the State of Missouri, without giving effect to any principles of conflicts of law. Except as otherwise required by law, any legal action concerning this Agreement or any of our Sites must be brought within one (1) year after the claim or cause of action arises and must be brought in the State of Missouri. You hereby waive any argument that any such court does not have jurisdiction over you or such dispute or that venue in any such court is not appropriate or convenient. If any part of this Agreement is deemed invalid or unenforceable according to applicable law, the remainder of this Agreement shall continue in effect. Our failure to insist upon strict enforcement of any provision of this Agreement shall not be construed as a waiver of any provision or right.