This Account Agreement (“Agreement”) governs your creation of an account through the website located at www.banclist.com (the “Site”) and your use of the Site. The Site is provided by C.B. List Enterprises, L.L.C. (aka BANCLIST.COM). The Site provides, among other things, the ability for account holders to post a notice of intent to buy or sell stock in a financial institution the account holder wishes to acquire or sell (each such notice a “Listing”) and the ability for account holders and other end users of the Site to view such Listings. For the purposes of this Agreement, (i) the “Site” includes all Content and Available Features, (ii) “Available Features” means any features, services or products discussed, referenced, provided or offered through or on the Site, and (iii) “Content” means all content, including, without limitation, all text, Submissions, trademarks, written material, computer code, look and feel, trade dress, technical information and advertisements appearing on or otherwise making-up the Site.

BY CLICKING THE [“I ACCEPT”] BUTTON BELOW DURING THE ACCOUNT SET-UP PROCESS YOU ARE INDICATING THAT (I) YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND THE TERMS OF USE, AND (II) YOU ACKNOWLEDGE AND AGREE THAT THE INFORMATION YOU PROVIDE OR THAT IS OTHERWISE GATHERED IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THROUGH THE ACCOUNT SET-UP PROCESS, WILL BE MANAGED IN ACCORDANCE WITH THE PRIVACY POLICY.

IF YOU DO NOT ACCEPT THIS AGREEMENT, CLICK ON THE [“I DECLINE”] BUTTON BELOW TO EXIT THIS ACCOUNT SET-UP PROCESS.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ESTABLISH AN ACCOUNT OR SUBMIT OR RESPOND TO ANY LISTING.

1. ESTABLISHING AND USE OF AN ACCOUNT. You must establish an account in order to access/use certain Content and Available Features. You may submit an account request on or through the Site if you are (i) at least 18 years of age, (ii) located within the United States when you use the Site, (iii) able to form legally binding agreements, and (iv) qualified to make your own financial decisions. You are not permitted to request an account if you do not meet the above criteria. Note: Use of the Site may be prohibited or restricted in countries outside the United States. If you access and use the Site from outside the United States, you do so at your own risk and you are responsible for complying with the laws and regulations of the territory where you use the Site.

2. You may not maintain more than one active account through the Site. When you register for an account through the Site, you must (i) provide accurate and truthful information about yourself, (ii) disclose in your user profile if you are a broker-dealer, an associated person of a broker-dealer or a person who has a state securities license, and (iii) update your information from time to time as necessary to keep your registration information current and accurate. BANCLIST.COM reserves the right to terminate or suspend your account, and delete the profile corresponding to such account (and any accompanying content), at any time for any reason, including but not limited to the offenses described in paragraph 7 below. Therefore, you are advised to keep copies and records of any information regarding your account that you may wish to access if your account is terminated. You are responsible for all activities that occur under your account. Therefore, you should ensure that you protect your password and account information. Please notify BANCLIST.COM as soon as possible if (i) you need to change your password and account information or (ii) you suspect someone is accessing and using your account. A financial institution that is a subscribing member of BancList.com reserves the right to terminate or suspend your account if they believe you are making false, misleading or otherwise injurious information about a financial institution or existing or prospective shareholder, as well as any other offenses as described in paragraph 7 below.

3. APPLICABILITY OF THE PRIVACY POLICY. The Privacy Policy, which is incorporated by reference, governs the collection of information, including without limitation, personally identifiable information (“PII”), on or through the Site and the use and disclosure of this information. You consent to the collection, use and disclosure of information as described in the Privacy Policy. By submitting to or making any PII (relating to you or any third party) available on the Site, you represent and warrant (i) you have the necessary approvals and permissions to provide such PII, and (ii) collection, use and disclosure of the PII in accordance with the Privacy Policy does not violate any laws or any third party rights. If you provide a third party's e-mail address to us, you represent and warrant that you have the consent of that third party to provide his/her e-mail address to us.

4. APPLICABILITY OF THE TERMS OF USE AND OTHER TERMS.

   1. In addition to this Agreement, the Terms of Use, which are hereby incorporated into this Agreement, also govern your use of the Site. You may access the Terms of Use by clicking here.

   2. In addition to this Agreement and the Terms of Use, additional or different terms and conditions ("Other Terms") may apply in connection with certain types of purchases, Submissions and features available on the Site. If applicable, these Other Terms will be set forth (i) where you are permitted to make a purchase, Submission or access such features, or (ii) in a link adjacent to where you are permitted to make a purchase, Submission or access such features. You should carefully review all Other Terms, as applicable, before making such a purchase or Submission or accessing and using such features. These Other Terms are incorporated into and made a part of this Agreement by reference.

   3. In the event this Agreement conflicts with the Terms of Use, this Agreement will control. In the event Other Terms conflict with this Agreement or the Terms of Use, the Other Terms shall control with respect to the subject matter to which such Other Terms apply.

5. MAKING A LISTING. You must be logged-in under your account in order to make a LISTING. Once you are logged-in, you may make a Listing by completing the listing form (the “Add Listing” page) and by paying the fee (if applicable) to the Listing Period you choose to purchase with respect to such Listing (the “Listing Fee”). NO fee is paid if the financial institution for which you are posting a notice of intent to buy or sell is a BancList.com subscriber. If the financial institution for which you are posting a notice of intent to buy or sell has been designated as a “Private Listing Institution” and if you have been given access to the site by the institution along with a passcode, you will need to enter the passcode when prompted to complete your financial institution. For the purposes of this Agreement, “Listing Period” means the number of days a Listing will be made available for viewing on the Site. Unless otherwise removed by us in accordance with this Agreement, such Listing will be made available for viewing through the Site for the number of days included in the Listing Period you purchase with respect to such Listing or the number of days associated with the passcode, as applicable. Unless you include your email address in the Listing itself, the email address you provide in connection with the posting will be masked to those viewing your Listing. However, in the event you reply to an inquiry regarding your Listing, the individual receiving your response will receive your email as-is, including, without limitation, showing your email address. With respect to Listings, you may not make “two-sided quotes,” e.g., you may not post a notice that you are looking to buy a financial institution stock at one price and post a notice that you are looking to sell that same financial institution stock at a higher price. Such practices are prohibited on the Site.

   1. SUBSCRIBER ACCOUNTS. For those users who want to generate multiple listings in a twelve month period, BancList.com offers a discounted fee schedule. Subscribers are bound by all of the terms and conditions of the Account Agreement. Subscribers agree to post notices only for shares they own unless they are acting as the trustee for another party's shares. BancList.com reserves the right to request written proof that the trustee has the legal authority to represent a third party including the ability to post listings on behalf of the third party on the BancList.com site. Users establishing Subscriber Accounts must provide a valid credit card to establish a Subscriber Account. Payment of the service fee is due in full at the time the Subscriber Account is set up on the BancList.com site.There are no refunds once payment is made regardless of the number of posts made during the billing cycle. Users will have the option of renewing their Subscriber Account on the anniversary date of their account set-up or when they have reached the maximum number of listings permitted for each billing cycle. The maximum number of listings permitted per billing cycle is seventy-two (72), regardless of the length of the listing period (7 days or 90 days).

   2. INSTITUTIONAL INVESTOR ACCOUNTS. For those users who want to generate multiple listings in a twelve-month period on behalf of multiple users, BancList.com offers an Institutional Investor Account fee schedule. Institutional Investors are bound by all of the terms and conditions of the Account Agreement. Institutional Investors agree to pay an annual service fee, which is due on the date the Institutional Investor account is established on the BancList.com site. The annual fee will be provided to Institutional Investors upon written request to BancList.com. Please contact institutionalaccount@banclist.com.

6. RESPONDING TO A LISTING. You must be logged-in under your account in order to respond to a Listing. In the event you respond to a Listing, the individual receiving your response will be able to view all information you provide in connection with your response, including, without limitation, your email address.

7. SUBMISSIONS, INCLUDING, WITHOUT LIMITATION, LISTINGS. BANCLIST.COM does not accept ideas, concepts, or techniques through the Site ("Comments"). Comments will be treated as a Submission (defined below) for the purposes of this Agreement. Other than as expressly set forth in this Agreement, any material, information, suggestions, ideas, concepts, know-how, techniques, questions, comments and any other communication or content you transmit or post to the Site in any form and in any manner, including, without limitation, Listings (cumulatively "Submissions" each a “Submission”) (i) is and will be considered non-confidential, non-personal and non-proprietary to you or anyone else and (ii) may be disseminated or used by BANCLIST.COM for any purpose without (a) compensation to you or anyone else or (b) acknowledgement of you or anyone else as the source of such Submissions. Therefore, do not transmit or post to the Site any ideas, materials, suggestions, content or other information you would like to keep confidential or for which you would like or expect acknowledgement or compensation. BANCLIST.COM does not guarantee that Submissions will not be lost or damaged or that you will be able to retrieve Submissions. You are entirely responsible for your Submission(s). In all events, all information collected at or through the Site is handled in accordance with the Privacy Policy. By making a Submission to the Site, you thereby grant BANCLIST.COM a world-wide, unrestricted, irrevocable, non-exclusive, royalty-free, perpetual license to reproduce, disclose, transmit, sublicense, modify, communicate, adapt, create derivative works of, publish, publicly perform and display, distribute, syndicate, exploit and otherwise use the Submission in any manner it chooses for any or all commercial or non-commercial purposes, with or without attribution to you or any other party ("Submission License"). You acknowledge and agree that your Submissions (i) shall not be considered confidential, proprietary or personal to you or anyone else, and (ii) may be disseminated or used by BANCLIST.COM for any purpose without (a) compensation to you or anyone else or (b) acknowledgement of the source of such Submissions. Therefore, do not send BANCLIST.COM any ideas, materials, suggestions, content or other information you would like to keep confidential or for which you would like or expect acknowledgement or compensation. BANCLIST.COM may, but is not obligated to, monitor or review any Submissions. BANCLIST.COM shall have no obligation to use, return, review, or respond to any Submission, and BANCLIST.COM retains the right to remove any Submission made available on the Site at any time. BANCLIST.COM shall have no liability related to the content of any Submission, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise.

8. REPRESENTATIONS AND WARRANTIES REGARDING SUBMISSIONS. By making a Submission, you represent and warrant (i) you own all right, title and interest in and to the Submission, or you have the necessary approvals and permissions to grant BANCLIST.COM the Submission License described above, (ii) the Submission, and the exercise by BANCLIST.COM of BANCLIST.COM rights under the Submission License in relation to such Submission, does not violate applicable law or the intellectual property rights or other rights of others, including but not limited to trade secret, copyrights, trademarks, publicity and privacy rights, and contract rights of others, (iii) the Submission does not contain software viruses, spiders, spybots, commercial solicitation, chain letters, mass mailings, or any form of spam or any other content that is prohibited under this Agreement, (iv) the Submission will be timely and accurate, and (v) the Submission does not otherwise violate applicable law or this Agreement, including, without limitation by containing content that is fraudulent, deceptive, libelous, defamatory, obscene, pornographic, adult-themed, or otherwise offensive.

   In addition, a Submission shall not, nor shall a Submission provide a link or reference to content that:

   • promote(s) hatred, racism, bigotry, physical violence or emotional abuse against any individual or group;

   • is unlawful, threatening, defamatory, obscene, libelous, or otherwise contain(s) offensive content;

   • misrepresent(s) your identity or affiliation or connection with a person or entity;

   • contain(s) any false, misleading, deceptive, sexually suggestive, abusive or harassing content;

   • contain(s) photographs or words containing or depicting objectionable subject matter, including but not limited to photos depicting or containing the following: excessive violence, nudity, obscenity, sexual explicitness, and harassing content;

   • contain(s) any information or computer code that is intended to, or are likely to, damage, interfere with, alter, intercept or expropriate any data or system, such as Trojan horses, worms, time bombs, cancelbots and other unauthorized computer programming routines; or

   • contain(s) advertising or solicitation of any kind.

   BANCLIST.COM does not guarantee that any Submission will not be lost or damaged or that you will be able to retrieve your Submissions. BANCLIST.COM reserves the right, but does not have the responsibility to monitor and remove any Submission, at any time and without notice, in BANCLIST.COM's sole discretion.

9. VIEWING AND RESPONDING TO A LISTING. General users (“Visitors”) of the Site may be able to view any Listings, in whole or in part, but only other account holders (“Registered Users” and “Subscribers” and “Institutional Investors”) will be permitted to respond to Listings using the functionality available through the Site.

10. DISCLAIMERS.

    You acknowledge and agree that:

    1. BANCLIST.COM is not a registered national securities exchange, alternative trading system, securities information processor, broker, dealer or investment adviser nor does it act or serve in those capacities. You understand that BANCLIST.COM does not offer investment advice;

    2. the Listings on the Site are informational only;

    3. the Listings on the Site are not in any way to be deemed or construed to be offers or firm quotes by BANCLIST.COM or any of the other parties involved, and that they are merely listings of the contact information of potentially interested sellers and buyers, the number of shares of financial institution stock which may be involved in a trade and the proposed price at which a trade could occur;

    4. the Listings on the Site may be out-of-date and, as a result, any or all shares contained in a Listing may no longer be available for trade or the individual making a Listing may no longer be interested in acquiring those shares of financial institution stock listed in a Listing; and

    5. BANCLIST.COM does not participate in any way in the execution of trades, and any and all trades between account holders that may occur must take place offline independent of BANCLIST.COM or any of its affiliates, without their participation or facilitation.

11. AVAILABILITY OF AVAILABLE FEATURES. The extent and functionality of Available Features on the Site, including, without limitation, those features available for creating, managing and/or responding to a Listing, may vary from time to time. The features listed below are some features that may be available with respect to creating, managing and/or responding to a Listing; however, any or all of the listed features may not be available at this time or at any time, and BANCLIST.COM reserves the right to modify the functionality offered with or without notice to you.

    • ability to insert comments when you create a Listing;

    • ability to list number of shares interested in purchasing/selling;

    • ability to choose from a list the name of the Financial institution in which you like to purchase/sell shares; and

    • ability to reply to listings

12. RESERVATION OF RIGHTS. BANCLIST.COM reserves the right in its sole discretion (i) not to accept any account creation request and/or Listing, and (ii) to remove any Listing. Payment of applicable fees does not guarantee publication of your Listing on the Site if such Listing or your use of the Site is deemed to be in violation of this Agreement, as determined by BANCLIST.COM in its sole discretion.

13. RESTRICTIONS ON YOUR USE OF THE SITE. You must, at all times while using the Site, obey the law and be courteous and polite. For example, you may not, while using the Site:

    • request, or otherwise attempt to obtain or store, personal information, passwords, account information or any other type of information of other users;

    • access or use another person's account;

    • disguise the origin of any Submissions;

    • alter, modify, frame, or "mirror" any Content;

    • create a deep-link to the Site by by-passing the Site's home page;

    • use any data mining, robots, or similar data-gathering and extraction tools in connection with the Site;

    • inhibit, disrupt, or otherwise prevent anyone from using or accessing the Site or interrupt any user's experience on the Site, including but not limited to acting in any manner that disrupts users' real-time exchanges or hacking or defacing any portion of the Site;

    • interfere with or disrupt the Site, or servers or network connections to the Site;

    • disobey any requirements, procedures, policies or regulations of networks connected to the Site;

    • modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site;

    • attempt to gain unauthorized access to the Site (or any portion thereof), any Listing, any other systems or networks connected to the Site or any server related thereto;

    • use the Site to intentionally or unintentionally violate any applicable local, state, national or international law or regulation; or

    • provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.

14. CONTENT. BANCLIST.COM, its licensors (including users of the Site) or other third parties own all Content. Such Content is protected under United States and other countries copyright, trademark and other laws and international treaty provisions, and any unauthorized use by you of this Content may subject you to civil and criminal penalties. The ownership of all Content is retained by its owner. You may not remove, obscure or otherwise deface proprietary notices appearing on any Content, including copyright, trademark and other intellectual property notices.

    Though BANCLIST.COM takes reasonable efforts to ensure any Content BANCLIST.COM itself provides is accurate and timely, BANCLIST.COM does not (i) guarantee or warrant any Content is accurate, complete, truthful, or non-objectionable, (ii) independently verify any Content posted or otherwise made available by third parties on or through the Site (“Third Party Content”), or (iii) endorse any Third Party Content. BANCLIST.COM reserves the right, at any time and in BANCLIST.COM's sole discretion, to remove any Content from the Site without notice.

    Please keep in mind when using the Site that users, (i) remain largely anonymous when using the Site, (ii) may be other than who or what they claim they are, and (iii) may have dishonest, deceitful or harmful intentions. Therefore, you should exercise extreme discretion and skepticism when evaluating Content and interacting with individuals in connection with any Listings made on the Site.

15. PAYMENT AND USE OF PROMOTIONAL CODE.

    1. Generally. If you are not using a Promotional Code, in order to make a Listing, you must provide billing and related information (“Payment Information”), including, without limitation, a valid Visa, MasterCard, American Express or Discover credit card number (each such card a “Credit Card”). You will be required to enter your billing information each time you want to make a Listing. You are obligated to pay all applicable charges under this Agreement, including but not limited to applicable taxes or other charges imposed by any government entity. Upon termination or expiration of this Agreement, you shall promptly pay BANCLIST.COM all monies due hereunder.

       1. BANCLIST.COM reserves the right in its sole discretion to change the Listing Fee applicable to the various available Listing Periods. In the event Listing Fees change, the Listing Fee in effect at the time you made your Listing will control with respect to the then-current Listing Period. The fee for any subsequent Listing Period you purchase will be the updated Listing Fee.

       2. BANCLIST.COM reserves the right in its sole discretion to remove Listings and/or cancel accounts for non-payment.

       3. All payments made under this Agreement are non-refundable.

    2. Payment By Credit Card. You represent and warrant that you have the right and are authorized to use the Credit Card and that the billing and related information provided to BANCLIST.COM is accurate and truthful. BY PROVIDING A CREDIT CARD NUMBER AND RELATED BILLING INFORMATION TO BANCLIST.COM IN CONNECTION WITH YOUR USE OF THE SITE, YOU AUTHORIZE BANCLIST.COM TO CHARGE THE CREDIT CARD FOR ALL AMOUNTS THAT BECOME DUE UNDER THIS AGREEMENT (E.G., LISTING FEES). If for any reason you are not authorized to make charges to the Credit Card or the Credit Card issuer does not pay BANCLIST.COM for charges, BANCLIST.COM reserves the right to suspend your account until any amounts due have been paid in full.

    3. Billing. You may access information regarding your purchases through your account and we will send you a receipt for such purchases via email. For the purposes of this Agreement, the "Total Purchase Price" means the value of your purchase plus any applicable taxes and other applicable charges.

    4. Late Payments. Any charges which are past due by more than thirty (30) days shall bear interest at the lesser of the rate of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law. You shall reimburse BANCLIST.COM for any collection and legal fees incurred as a result of late payment of any amount due and payable under this Agreement.

    5. Payment Disputes. If you dispute any charge made under this Agreement, you must notify BANCLIST.COM in writing within sixty (60) days of any such charge. Failure to so notify BANCLIST.COM shall result in the waiver by you of any claim relating to such disputed charge. Charges shall be calculated solely based on records maintained by BANCLIST.COM.

    6. Use of Promotional Code (aka “passcode”). You may use the Promotional Code provided to you by a financial institution only to post a notice of stock in that financial institution you wish to acquire or sell. You may not share any Promotional Code you receive with any other person or entity.

16. TERM AND TERMINATION. The initial term of this Agreement shall be three (3) months from the date the parties enter into this Agreement (such initial term the “Initial Term,” such date the “Agreement Date”). This Agreement will renew on a month-to-month basis at the end of the Initial Term and thereafter, subject to termination or cancellation pursuant to this Agreement. BANCLIST.COM may at any time in its sole discretion terminate this Agreement for any reason or no reason, including, without limitation, your alleged violation of this Agreement or repeated infringement of third party copyrights. You may terminate this Agreement upon written notice to BANCLIST.COM using the contact information provided in Section 21 of this Agreement. In the event of termination or cancellation this Agreement, BANCLIST.COM shall have no obligation to refund any fees paid pursuant to this Agreement.

17. PRIVACY/SECURITY. Through your use of the Site and your creation of an Account and Posting you will provide us with various types of information, including, without limitation PII and Listing Information (both defined below). For the purposes of this Agreement, “Listing Information” shall mean any and all information and/or content which you place in your Listing for viewing by users (defined below) of the Site. You should not include PII in a Listing, as Listings will be publicly available, unless authorized by law or by the individual to whom such information relates. Listing Information shall be considered and treated as public information, even if such information would otherwise be considered Personal Information or confidential and BANCLIST.COM shall not be responsible for the placement of such information in a Listing.

18. MODIFICATIONS. BANCLIST.COM may modify this Agreement at any time, in its sole discretion, upon advance notice to you in a manner BANCLIST.COM chooses that complies with law. In the event such modifications have a material adverse impact on you, your sole remedy is to terminate this Agreement. Failure to terminate this Agreement within ten (10) days after receiving notice constitutes acceptance of the modified terms.

19. WARRANTY DISCLAIMER. THE SITE IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” AS TO THE SITE, TO THE FULLEST EXTENT PERMITTED BY LAW, BANCLIST.COM EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND/OR THAT A CERTAIN NUMBER OF USERS WILL BE AVAILABLE OR ACCESS THE SITE.YOU ASSUME ALL RESPONSIBILITY AND RISK RELATED TO YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO YOUR SUBMITTING, ACCESSING, MAINTAINING AND RESPONDING TO A POSTING. BANCLIST.COM WILL NOT BE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USING THE SITE.

    WITHOUT LIMITATION TO THE FOREGOING, BANCLIST.COM DOES NOT: (A) MAKE ANY REPRESENTATION OR WARRANTY REGARDING ANY OF THE CONTENT ON THE SITE, INCLUDING WITHOUT LIMITATION, INFORMATION CONTAINED IN A POSTING; (B) ASSURE THAT ANY TRADE WILL OCCUR, IF AT ALL, OR AS TO ANY NUMBER OF SHARES OR AT ANY PARTICULAR PRICE; (C) WARRANT THE SITE WILL BE ACCESSIBLE; (D) WARRANT YOU WILL BE ABLE TO ENJOY THE SITE WITHOUT INTERFERENCE; (E) WARRANT THE SITE WILL FULFILL ANY PARTICULAR PURPOSE, NEED, REQUIREMENT OR SPECIFICATION OR IS COMPLETE, RELIABLE OR ACCURATE; (F) WARRANT YOUR REQUESTS TO THE SITE WILL BE HONORED ACCORDING TO YOUR SCHEDULE OR ANY STATED SCHEDULE; (G) WARRANT THE SITE WILL BE TIMELY, SECURE OR ERROR FREE; (H) WARRANT ANY ERRORS IN THE SITE WILL BE CORRECTED; OR (I) WARRANT THE SITE IS LAWFUL, APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR LOCATION.

    YOUR SOLE REMEDY AGAINST BANCLIST.COM FOR YOUR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE.

20. LIMITATION OF LIABILITY. BANCLIST.COM SHALL NOT BE LIABLE UNDER ANY THEORY (INCLUDING NEGLIGENCE) FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, LOST PROFITS OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO YOUR SUBMITTING, ACCESSING, MAINTAINING OR RESPONDING TO A POSTING, EVEN IF BANCLIST.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    IN NO EVENT SHALL THE LIABILITY OF BANCLIST.COM FOR ANY DAMAGES (DIRECT OR OTHERWISE), PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT OR OTHERWISE, EXCEED THE TOTAL OF ANY FEES PAID BY YOU TO BANCLIST.COM FOR USE OF THE AVAILABLE FEATURE WHICH IS THE SUBJECT OF THE CLAIM, BUT IN NO EVENT SHALL BANCLIST.COM'S LIABILITY EXCEED ONE HUNDRED DOLLARS (USD 100). ANY CLAIM FOR DAMAGES IN EXCESS THEREOF IS HEREBY WAIVED BY YOU.

    BANCLIST.COM SHALL NOT BE LIABLE FOR FAILING OR DELAYING PERFORMANCE OF ITS OBLIGATIONS RESULTING FROM ANY CONDITION BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO, GOVERNMENTAL ACTION DIRECTED AT A PARTY SPECIFICALLY, ACTS OF TERRORISM, EARTHQUAKE, FIRE, FLOOD OR OTHER ACTS OF GOD, LABOR CONDITIONS, POWER FAILURES, OR INTERNET DISTURBANCES. BANCLIST.COM WILL NOT BE RESPONSIBLE FOR TRANSMISSION OF DATA BETWEEN YOU (OR ANY USER) AND BANCLIST.COM OR ITS NETWORK PARTNERS OR FOR ENSURING RECEIPT OR DISPLAY OF ANY APPLICABLE POSTING.

21. INDEMNIFICATION. You agree to defend, indemnify and hold harmless BANCLIST.COM and BANCLIST.COM's officers, directors, predecessors, successors in interest, shareholders, employees, and agents (cumulatively “BANCLIST.COM Indemnitees”) from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney's fees that may, at any time, arise from or relate to (a) your use of the Site, including, but not limited to your submitting, accessing, maintaining and responding to a Listing (b) any interaction or communications with other users of the Site, or (c) your breach of this Agreement.

    YOU ARE SOLELY RESPONSIBLE FOR ALL ACTIONS TAKEN BY YOU OR BY ANYONE USING YOUR ACCOUNT INFORMATION.

22. CONTACT. For all questions and issues arising under this Agreement, please use the following contact information:

    Attn: BANCLIST.COM Support

    PO Box 2653

    Brentwood, TN 37024-2653

    1-877-257-0854, ext. 2 support@banclist.com

23. GENERAL PRACTICES REGARDING USE AND STORAGE. BANCLIST.COM reserves the right to establish general practices and limits concerning use of, and storage space on, BANCLIST.COM's servers.

24. APPLICABILITY OF SECURITIES LAWS. You acknowledge that federal and applicable state securities laws (including the anti-fraud and anti-manipulation provisions) apply to any Listing or transaction ultimately consummated as a result of such Listing and agree to fully comply with such laws. You understand that you are solely responsible for ascertaining whether a Listing or transaction complies with federal and applicable state securities laws, acknowledge that BANCLIST.COM makes no representation or warranty whatsoever with respect to compliance with these laws, and agree that BANCLIST.COM is not responsible, nor liable, for any user's failure to comply with such laws.

    You acknowledge that the registration requirements of the federal securities laws apply to any Listing or transaction ultimately consummated as a result of such Listing, and that such securities must be registered absent an available exemption (“Registration Requirements”) and agree to fully comply with such Registration Requirements. You agree that you are solely responsible for ascertaining compliance with Registration Requirements and acknowledge that BANCLIST.COM makes no representation or warranty whatsoever with respect to compliance with Registration Requirements for any securities listed on the Site. You agree that BANCLIST.COM is not responsible, nor liable, for any user's failure to comply with such Registration Requirements.

    You acknowledge that (i) any offer made in a Listing or transaction ultimately consummated as a result of such Listing is subject to compliance with applicable state securities laws, and (ii) offers may be made or accepted only to the extent lawful in the states involved. You agree to fully comply with applicable state securities laws and acknowledge that each user is responsible for ascertaining registration status, including the availability of its own state securities law exemption if applicable. You acknowledge that BANCLIST.COM makes no representation or warranty whatsoever with respect to compliance with applicable state securities laws for any securities listed on the website and agree that BANCLIST.COM is not responsible, nor liable, for any user's failure to comply with such laws.

25. Transfer of Information. The servers that make the Site available and that store the information that is collected through the Site are located in the United States of America (“USA”). If you are located outside the USA, please note that the information you provide will be transferred to the USA. The laws of the USA may not provide the same level of legal data protection as the country from which you access the Site. By using the Site and submitting PII to us, you consent to and authorize such transfers and the use and processing by us of information as described in the Privacy Policy.

26. MISCELLANEOUS

    1. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

    2. To the fullest extent permitted by law, this Agreement and any claim or dispute arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its choice of law principles. Except as otherwise prohibited by law, any claim or dispute must be brought within one (1) year from the date such cause of action arises. Any claim or dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of state or federal courts located in Williamson County, Tennessee and you hereby consent and submit to the personal jurisdiction of such courts.

    3. You may not use, export or re-export the materials at the Site or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations.

    4. This Agreement, Other Terms, the Terms of Use and the Privacy Policy, constitute the entire agreement between you and BANCLIST.COM relating to your use of the Site, including, without limitation, your submitting, accessing, maintaining and responding to a Posting and shall supersede any other agreement between you and BANCLIST.COM with respect to the subject matter of this Agreement.

    5. Each party shall perform its obligations under this Agreement in compliance with all applicable international, federal, state and local laws, regulations and ordinances. This Agreement does not create any fiduciary relationships between you and BANCLIST.COM, service providers or other companies that assist with maintaining the Site. This Agreement does not create any relationship of principal and agent, partnership or similar relationship. Where appropriate in context, the conjunctive shall include the disjunctive, any shall include all, the singular shall include the plural, and vice versa. Section headings in this Agreement are for convenience only and have no legal or contractual effect. Sections 1-3, 6, 7, 9, 11-16, 18-20, 23-25 shall survive the termination or cancellation of this Agreement.

    6. Any rights or obligations hereunder may not be transferred or assigned by you without the prior written consent of BANCLIST.COM. BANCLIST.COM may freely assign and delegate this Agreement and any of its rights or obligations hereunder.