Revised February 17, 2013

Welcome to the Clewed web site (the "Clewed Site") at www.clewed.com. The following Terms of Service govern your use of the Clewed Site and all documents, materials, photographs, videos, graphics, and all other content made available through the Clewed Site ("the Content"). By accessing or using the Clewed Site, you agree to be bound by these Terms of Service (the "Terms" or "Terms of Service"). If you do not agreed to the terms and conditions of these Terms of Service, you are not permitted to use the Clewed Site. Clewed may periodically change the Terms without notice to you. Any new features added to the Clewed Site shall be subject to these Terms. If you are a talent partner or a client, you have agreed and are additionally subject to the Terms and Conditions of Membership ("Membership Terms and Conditions"). In the event of any conflict between these Terms of Use and the Membership Terms and Conditions, the latter shall control.

1. General Terms

All Content and activity on the Clewed Site is intended to further Clewed's mission to be the partner of choice for promising small to mid-size companies, talented professionals and investors and to collaboratively build leading companies and grow wealth. The Clewed Site provides a variety of resources and information to its members. Some of the Content on the Clewed Site is created by its members and third party contributors and provided to Clewed under license for dissemination over the internet. Clewed cannot guarantee and makes no representations as to the accuracy or quality of its Content. Additionally, Talent Members who, from time to time contribute Content, are not employees or under the supervision of Clewed. Talent Members have agreed to be bound by the Membership Terms and Conditions and have represented, among other things, that they will not disclose information that is subject to a confidentiality obligation, or participate with Clewed in violation of any agreements or duties owed to employers or other third parties. Clewed relies on the accuracy of these representations of the Talent Member and does not necessarily seek independent verification. Furthermore, the Clewed Site does not provide medical, investment or legal advice, and no attorney-client relationship is created between users of the Clewed Site and Clewed or its licensors. Clewed reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the Clewed Site and any Content at any time and for any reason without prior notice or liability. Clewed does not tolerate nor endorse any Content that might be offensive, harmful, inaccurate or otherwise inappropriate. Clewed reserves the right at all times to remove or refuse Content on the Clewed Site and to terminate or reclaim users.

2. Confidentiality Agreement

You agree not to disclose or attempt to use or personally benefit from any Confidential Information, as defined below, you learn through your membership to Clewed. This obligation shall continue until such time as the Confidential Information has become publicly known through no action of your own. Confidential Information shall include: the existence, title and description of any Clewed project, Clewed Companies, Clients, Research, information about actual or potential business, referrals, any other confidential information of Clewed or its Clients, and any intellectual property, including without limitation any trade secrets, know-how, or copyrighted information, of Clewed or its Clients. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information, you agree to promptly and diligently notify Clewed and cooperate fully with Clewed in protecting such information to the extent possible under applicable law.

3. Privacy

Any information you provide to Clewed is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Clewed Site you consent to the terms of the Privacy Policy.

4. Intellectual Property Rights

Site Content and the trademarks, service marks and logos contained therein ("Marks") are owned by or licensed to Clewed, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Site Content may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of the respective owners.

5. To Report A Concern About Content On The Site

If you believe that any content on the Site is unlawful, defamatory, threatening, deceptive, misleading, subject to a confidentiality obligation, or constitutes material, non-public information, report to Clewed directly by emailing legal@clewed.com or report here.

6. Copyright Policy

Clewed prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to Clewed in the contact information provided below Your written statement should contain: (a) a description of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) a description of the allegedly infringing material on the Site that is requested to be removed; (c) your name, address, and daytime telephone number, and an e-mail address if available; (d) a statement by you that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner's behalf to assert infringement of the right. U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions.

Contact Clewed's Copyright Division for notice of claims of copyright infringement on its site here or as follows: Clewed, Attn: Copyright Division, 349 5th Avenue, 7th Floor, New York, NY 10016. Email: legal@clewed.com.

7. Disclaimer of Warranties

THE SERVICE AND ALL MATERIALS, CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CLEWED MAKES NO WARRANTIES, EXPRESS OR IMPLIED THAT (A) THE SERVICE AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE, THE MATERIALS AND THE FUNCTIONLAITY ON THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY ADVICE THAT YOU RECEIVE VIA THE SERVICE, OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SERVICE AND ANY OF THE CONTENT OR FEATURES INCLUDED THEREIN, INCLUDING THE PRICES AND ACCESS RULES FOR ANY FUNCTIONALITY, AT ANY TIME WITHOUT NOTICE. THE CONTENT INCLUDED ON THE SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT.

YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL CLEWED OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR THE INFORMATION CONTAINED ON THIS SITE OR OBTAINED FROM YOUR USE OF THIS SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, EVEN IF CLEWED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.

Through your use of the Service, you may have the opportunities to engage in commercial transactions with other users and vendors, including (without limitation) advisors and companies. You acknowledge that all transactions relating to any class or other merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY ADVICE PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

You understand and agree that temporary interruptions of the Service may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Service, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the Service is provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8. Indemnification

As a condition of your use of this Site, you agree to indemnify, defend and hold clewed and our owners, officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys fees), or other expenses that arise directly or indirectly out of or from (a) your violation of the Terms; (b) your use of the Site; or (c) your violation of the rights of any third party.

9. Third-Party Web Sites

We may provide links to third-party Web sites, and some of the content appearing to be on this Site is in fact supplied by third parties. Clewed has no responsibility for these third-party Web sites, which are governed by the Terms of Use and privacy policies, if any, of the applicable third-party content providers.

10. Governing Law; Jurisdiction

These Terms are governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof. You agree to submit to the personal and exclusive jurisdiction of the courts located within the State of New York, County of New York with respect to all disputes arising out of or related to these Terms. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.