Terms and Conditions.

This website (the "Site") is published and maintained by Mill City Capital, L.P. ("Mill City"). These Terms and Conditions of Use (the "Terms") govern your access to and use of the Site; please read them carefully. By accessing, browsing, submitting information to and/or using the Site, you agree and acknowledge on your own behalf (referred to throughout the Terms as "you") that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. PLEASE DO NOT ACCESS, SUBMIT INFORMATION TO OR OTHERWISE USE THE SITE IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE.

Use of Site Mill City grants you a non-exclusive right to access and use the Site and the data, material, content or information herein (collectively, the "Materials") solely for your personal use. Your right to access and use the Site shall be limited to non-commercial purposes unless you are otherwise expressly authorized by Mill City to use the Site for commercial purposes. You agree to: (a) use the Site only for lawful purposes; (b) take all necessary precautions to ensure that all content or other material you post or otherwise make available within the Site does not contain any viruses, time bombs or other programs that may damage or interfere with the operations of the Site or any system, data or information pertaining to the Site; (c) comply with all rules governing transactions on and through the Site; (d) comply with all applicable laws, statutes, rules, regulations and policies (collectively, "Laws").

Restrictions It is an express condition of your access to and use of the Site that you agree not to: (a) distribute, exchange, modify, sell, reproduce, copy, transmit, transfer, republish, compile or decompile, reverse engineer, disassemble, display, remove or delete any Materials provided by Mill City, its third party licensors and/or other users of the Site; (b) allow unauthorized disclosure or copying of any part of the Site or any Materials obtained from the Site; (c) engage in any conduct that in any way restricts, inhibits or impacts any other user from using or enjoying the Site; (d) violate the privacy rights of other users of the Site; (e) post or transmit any unlawful, harmful, threatening, libelous, abusive, harassing, defamatory, obscene, sexually explicit, profane or otherwise objectionable Materials of any kind whatsoever; (f) post or transmit any Materials that encourage or promote illegal activity or that may give rise to civil or criminal liability or that violate any Laws, including but not limited to Laws governing intellectual property; (g) post or transmit any Materials for commercial purposes, other than in connection with your business relationship with Mill City; or (h) post or transmit any Materials that contain false or inaccurate information for the purposes of registering as a user of any part of the Site or any of the functions offered pursuant to any part of the Site.

Submission of Information Unless Mill City has otherwise agreed in writing to provide a heightened degree of care to information you submit to Mill City via the Site, you agree that any data, materials, content or information that you provide to Mill City will be treated as non-confidential and non-proprietary. Unless otherwise provided herein, any data, material, content or information you submit or provide through the Site may be published, transmitted, copied, licensed or used by Mill City at any time, in any medium, without notice or compensation to you. You further agree that Mill City is under no obligation to use such data, material, content or information and you hereby waive any right to compel such use. Mill City reserves the right to collect and use data from the Site in accordance with its Privacy Policy as modified from time-to-time.

Disclaimer ALL INFORMATION OR SERVICES PROVIDED BY MILL CITY TO YOU VIA THE SITE, INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, ARE PROVIDED "AS IS" AND "WHERE IS" AND WITHOUT ANY WARRANTIES OF ANY KIND. MILL CITY AND ITS THIRD PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, MILL CITY AND ITS THIRD PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE SITE OR ANY MATERIALS POSTED ON OR OTHERWISE ACCESSIBLE VIA THE SITE. YOU SPECIFICALLY ACKNOWLEDGE THAT MILL CITY AND ITS THIRD PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE SITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER MILL CITY NOR ANY OF ITS THIRD PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE SITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. MILL CITY FURTHER MAKES NO WARRANTY THAT THE SITE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK AND THAT MILL CITY, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE SITE OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST MILL CITY FOR DISSATISFACTION WITH THE SITE OR THE MATERIALS IS TO CEASE YOUR USE OF THE SITE AND/OR THE MATERIALS.

Limitation of Liability UNDER NO CIRCUMSTANCES SHALL MILL CITY OR ANY OF ITS THIRD PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, OR THE MATERIALS, DATA, CONTENT OR INFORMATION ACCESSED VIA THE SITE OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE SITE, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF MILL CITY OR ITS THIRD PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Copyright © Mill City Capital, L.P. All rights reserved.

Except as otherwise authorized by these Terms, you may not upload, post, create derivative works of or distribute, in any way, any Materials, without obtaining prior written permission from Mill City. Nothing contained herein shall be construed as conferring to you, by implication, estoppel or otherwise, any right, title or ownership of or to the Materials.

Trademark The registered and non-registered trademarks, trade names, product brand names, logos, emblems and service marks (the "Marks") published and displayed on, contained within, or relating to the Site and the Materials are the exclusive property of Mill City and its third party licensors and are protected by applicable Laws. You may not use, reproduce, modify, delete, distribute or display the Marks for any purpose not authorized by these Terms without the prior written consent of Mill City.

Changes and Updates The Site and Materials may include technical inaccuracies or typographical errors. Changes may be made periodically and at any time to the Site or Materials. Mill City may make changes in the products, services, pricing, manufacturing or prices described on the Site or in the Materials at any time without notice. Your access of the Site or Materials does not create a contract for the purchase or sale of products or services. Mill City shall have the right, in its sole discretion, to change, update, revise or supplement these Terms at any time. Such changes, updates, revisions and supplements to these Terms will be effective upon notice thereof, which may be given by any reasonable means, including by posting on the Site. By continuing to use the Site after such notice, you agree to be bound by any such revisions to these Terms. Please check these Terms periodically to inform yourself of any revisions to which you are bound.

Right to Terminate or Discontinue Access Mill City shall have the right to: (a) restrict, prevent, terminate or suspend your access to all or any part of the Site at any time, without notice; or (b) change or discontinue providing all or any part of the Site at any time without notice. Mill City shall have no obligation to update the Site or to correct any errors or omissions in the Site.

Third Party Websites As a convenience to you, the Site may provide links or references to sites operated by other individuals, companies or other entities. If you access any of these third party sites you will leave the Site. Mill City has no responsibility for the data, material, content or information of these other sites, does not make any representations or give any warranties with respect to any data, material, content or information contained at or made available through these other sites and shall not be liable for any damages or injury arising from the data, material, content or information of these other sites. If you decide to access any of the third party sites linked to the Site, you do so entirely at your own risk. Mill City reserves the right to terminate any link or linking program at any time. In most cases, Mill City does not endorse the individuals, companies or other entities, or any products or materials associated with such individuals, companies or other entities, that either provide a link from the Site or provide a link to the Site at their sites. Unless approved in writing in advance by Mill City, you agree not to: (a) provide a link to the Site or create a hyperlink to the Site; and (b) create any frames at any other sites pertaining to any of the content located at the Site. Please contact Mill City to seek approval for linking to the Site.

Applicable Law The laws of the State of Minnesota, U.S.A. will govern these Terms without giving effect to any principles of conflicts of laws. YOU AND MILL CITY AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN HENNEPIN COUNTY, MINNESOTA, U.S.A. IN ANY LEGAL ACTION OR PROCEEDING.

Waiver No delay or omission by Mill City to exercise any right occurring upon any action, inaction or noncompliance on your part with respect to any of these Terms shall impair any such right or power or be construed to be a waiver thereof or a waiver by Mill City of any other rights arising hereunder.

Severability The provisions of these Terms are intended to be severable. If any provision of these Terms is determined by a court or other judicial body of competent jurisdiction to be invalid or unenforceable in whole or in part, such provision shall, as to such jurisdiction, be deemed ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

Indemnification You agree to indemnify, defend, and hold harmless Mill City, its affiliates and third party licensors, and their respective shareholders, directors, officers, employees, representatives, agents, successors and assigns (collectively, the "Indemnified Parties"), from and against all losses, damages, liabilities, injuries, claims, demands, causes of action, suits, penalties, taxes, costs and expenses, including reasonable legal expenses, of whatsoever kind and nature, incurred by the Indemnified Parties arising out of or in connection with any breach by you of these Terms, including, without limitation, any representations, warranties or covenants contained herein.

Other Terms May Apply Nothing contained in these Terms is intended to modify or amend any agreement currently in effect between you and Mill City. Additional terms and conditions may apply to business transactions conducted by Mill City via the Site. Such terms must be observed and followed as they apply to the particular portions of the Site for which they are intended.

Notice If you have questions regarding these Terms you may contact Mill City at info@millcitycapital.com.