The website located at www.vensanacap.com

(the “Site”) is a copyrighted work belonging to Vensana Capital Management, LLC (“Vensana”, “us“, “our“, and “we“).  Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.  All such additional terms, guidelines, and rules are incorporated by reference into these terms of use (“Terms of Use“).

These Terms of Use set forth the legally binding terms and conditions that govern your use of the Site.  By accessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms of use (on behalf of yourself or the entity that you represent).  you may not access or use the Site or accept the Terms of use if you are not at least 18 years old.  If you do not agree with all of the provisions of these Terms of use, do not access and/or use the Site.

These terms of use require the use of arbitration (See DISPUTE RESOLUTION AND arbitration Section AT THE END OF THESE TERMS OF USE) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

Important Disclosures
This Site has been designed for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security or interests in any investment vehicle that may be referenced on the Site. Any such offer can only be made where lawful under and in accordance with applicable law.  The information provided through this Site is for personal, non-commercial use and display.  Vensana does not intend to provide investment advice through this Site and does not represent that any securities or investment vehicles discussed on the Site are suitable for any investor.  Investors are advised not to rely on any information contained in this Site in the process of making a fully informed investment decision.  Vensana does not, and this Site does not intend to, render tax or legal advice.  Vensana does not give any advice or make any representations as to whether any investment, investment strategy or investment style is suitable for you or will be profitable.

This Site has been published in the United States for residents of the United States only.  This Site is not intended for use by, or to provide any information to, investors outside of the United States, and such investors should not rely on any information or material appearing on the Site. Vensana reserves the right to require proof of residence from any user accessing the Site and requesting information from Vensana via e-mail.  Investors outside of the United States may be subject to securities and tax regulations within their applicable jurisdictions that are not addressed on this Site. U.S. investors should be advised that not all investments discussed on this Site may be available in all states.

Vensana grants you a limited right to use the Site. At any time and for any reason we may revoke your right to use all or any portion of the Site. You may not violate or attempt to violate the security of the Site.

News, views, opinions, recommendations and other information obtained from sources outside of Vensana are believed to be reliable, but we cannot guarantee the accuracy or completeness of such information.  Further, Vensana reserves the right to change or amend the information provided at any time and without prior notice.

There is no assurance that any securities discussed herein are, or will remain, in a Vensana-managed portfolio.  Any such securities do not represent an entire fund or portfolio and it should not be assumed that they were or will be profitable, or that the investment recommendations or decisions Vensana makes in the future will be profitable or will equal the investment performance of such securities.

All materials on the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures and any copyright or proprietary notices, including those contained in these Terms of Use. Any disclaimers, restrictions or disclosures apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

References on the Site to certain individuals as “Managing Partners” or “Partners” reflect customary business usage and are not intended to indicate that any such individual is actually a partner or general partner of a partnership for legal purposes.

No Warranty
Vensana disclaims all warranties with respect to the Site that the law allows it to disclaim.  The Site is provided “as is” and “as available.” We disclaim all representations and warranties, express or implied, of any kind with respect to the Site including warranties of merchantability, fitness for a particular purpose, and non-infringement of intellectual property and proprietary rights.  Without limiting our general disclaimer, we do not warrant the availability, accuracy, completeness, timeliness, functionality, reliability, sequencing or speed of delivery of the Site or any part of the content, including with regard to financial results, based on the use of the information in or other uses of the Site.  The use of the Site is at your own risk.

You are solely responsible for the security of your computer system, including, using and maintaining appropriate anti-Virus, firewall and backup software.  Vensana disclaims any responsibility or liability for any problem with your computer systems, including any Virus (as defined below) that your computer systems receive as a result of your use of the Site. As used herein, “Virus” means: (i) program code or programming instruction or set of instructions that disrupt, disable, harm, interfere with, otherwise adversely affect or without authorization access or delete computer programs, data files or operations; or (ii) other code typically described as a virus or by similar terms, including a Trojan horse, worm or backdoor.

The rights granted to you in these Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms of Use.  All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

Limitation of Liability; Indemnification
Vensana’s liability with respect to the Site is limited to the maximum extent permitted by law.  In no event will we, our affiliates or our affiliates’ members, directors, officers, employees, contractors, agents, advisers or consultants be liable for any indirect, incidental, special, punitive, or consequential damages, however caused, arising out of these Terms of Use, the Site, or the inability to use the Site. Our liability is limited even if we have been advised of the possibility of the damages that you suffer or if any remedy you have is inadequate.  This disclaimer of liability applies to any and all damages or injury, including those caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer Virus, communication line failure, theft, destruction or unauthorized access to, alteration of or use of any asset, whether for breach of contract, tortious behavior, negligence or under any other cause of action.

You agree to indemnify, defend and hold harmless Vensana and its affiliate, agents, employees and third-party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: your use of the Site; your breach of these Terms of Use or any representation, warranty or covenant made by you in these Terms of Use; your violation of any applicable law, statute, ordinance, regulation or of any third-party’s rights; or any claims asserted by third-parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in these Terms of Use.

Links to Third-Party Websites
Linked sites, “hypertext links,” and/or “hyperlinks,” to or from other Internet sites may be included at times as a convenience to the user.  Vensana is not responsible for information on any third-party website that is referred in, accessible, or connected by hyperlink to, the Site. If you access any third-party website through the Site or otherwise, you do so at your own risk.  Hyperlinks to or from the Site do not constitute, and should not be viewed to reflect, a third-party endorsement of, sponsorship by, or affiliation with us.
Unlawful or Prohibited Use and Monitoring

As a condition of your use of this Site, you warrant to Vensana that you will not use this Site for any purpose that is unlawful or prohibited by these Terms of Use. You will be responsible for any liability to Vensana that arises out of your breach of these Terms of Use or your use of the Site.

Vensana has the right, but not the obligation, to monitor and record activity on the Site and respond as it deems appropriate.  We may monitor and record activity on the Site for any reason or for no reason.  We may investigate any complaint or reported violation of our policies.  We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials, or other persons or entities that we deem appropriate.  We may issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site, or take any other action that we deem appropriate.

Copyrights and Trademarks
The Site is owned by Vensana and the contents and structure of the Site are copyright protected.  No information or data content contained on this Site, including any text (whether in full or in part), pictures or graphics, may be reproduced, transmitted, displayed, distributed, published or otherwise commercially exploited without the prior written consent of Vensana. “Vensana Capital”, “Capital Partners For Healthcare Entrepreneurs”, and the Vensana logo are service marks of Vensana Capital Management, LLC.

Product and company names mentioned herein may be the trademarks of their respective owners, and any commercial use or distribution, publishing or exploitation of such products, company names or trademarks is strictly prohibited unless you have received the prior written consent of the applicable rights holder.  In the course of reproduction of any materials from the Site, whether lawful or otherwise, you may not remove any copyright, trademark, or other proprietary notice or legend contained on (or reproduced from) the Site. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site.

Excluding any of your or other user’s content that you or other users may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Vensana or Vensana’s suppliers.  Neither these Terms of Use (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms of Use. Vensana and its suppliers reserve all rights not granted in these Terms of Use.  There are no implied licenses granted under these Terms of Use.

You agree not to link directly to any image, graphic, text or other content on the Site, such as using an “in-line” linking method to cause the content to be displayed on another website, or to download or use images hosted on this Site for any purpose, including posting such images on another website, unless in each case you have received the prior written consent of Vensana.  Vensana may require that any link to the Site be discontinued, and/or revoke your right and ability to link to the Site from any website at any time.

Electronic Communication
This Site permits you to communicate electronically by sending an e-mail message to Vensana and its employees.  Vensana shall not be liable for any actions taken or any omissions to act as a result of any e-mail message you send to Vensana or its employees.

• General
  Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Arbitration Agreement carefully. It is part of your contract with Vensana and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER, and limits the manner in which you may seek relief from us.

• Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms of Use or the use or operation of any product or service provided by Vensana that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement.  This Arbitration Agreement applies to you and Vensana, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms of Use.
• After the notice of a dispute is received, you and Vensana may attempt to resolve the claim or dispute informally. If you and Vensana do not resolve the claim or dispute within 30 days after the notice is received, either party may begin an arbitration proceeding.  The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
• Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describe your claim to Vensana Capital Management, LLC, 3601 W. 76^th Street, Suite 20, Minneapolis, MN 55435.  Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section.  If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.  The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms of Use. The arbitration shall be conducted by a single, neutral arbitrator.  Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief.  For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules.  Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Vensana will pay them for you.  In addition, Vensana will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
• Additional Rules for Non-appearance Based Arbitration: If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
• Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Vensana, and the dispute will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Rules, and the Terms of Use.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and Vensana.
• Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
• Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR REPRESENTATIVE BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, then notwithstanding anything to the contrary in this Arbitration Agreement or Terms of Use, neither you or Vensana is entitled to arbitration of such claim or dispute.  Instead, all such claims and disputes will then be resolved in a court as set forth in section (n) in this Arbitration Agreement provision.
• 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [email protected], within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your company username (if any), the email address you used to set up your company’s account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
• Subject to section (h) in this Arbitration Agreement provision, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
• Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Vensana.
• Small Claims Court. Notwithstanding the foregoing, either you or Vensana may bring an individual action in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
• Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.  A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
• Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
• Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Hennepin County, Minnesota, for such purpose.
• Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Vensana makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Vensana at the following address: Vensana Capital Management, LLC, 3601 W. 76^th Street, Suite 20, Minneapolis, MN 55435.