USER AGREEMENT

This is a User Agreement (the "Agreement") between the party identified in the Registration Form (the "User" or “you”) and Hedgebay Trading Corporation (“Hedgebay” “we” or “us”) concerning your use of the Hedgebay.com web site (the "Hedgebay Site"), pursuant to which the User is provided access to the Hedgebay Site. By clicking the "Accept" button, you accept the terms and conditions of this Agreement. If you do not accept these terms and conditions, you will not have access to the Hedgebay Site. If you have any questions that our User Agreement cannot answer, please contact info@hedgebay.com.

We may amend this Agreement at any time by posting the amended terms on our site. If you wish to receive an e-mail update for each amendment to this Agreement please click the checkbox in the registration form. The amended terms shall automatically be effective 30 days after they are initially posted on our site. This Agreement may not be amended by you except in a writing signed by both parties.

A.Eligiblity:
Our services are available only to sellers and purchasers/bidders who are non – U.S. Persons who can form legally binding contracts under applicable law. For purposes hereof, (1) "U.S. Person" means (i) an individual who is a citizen or resident of the United States, (ii) an estate or trust that is subject to United States federal income taxation without regard to the source of its income, (iii) a corporation, partnership or other entity created or organized in, or under the laws of, or doing business in, the United States, and (iv) entities not described in clause (iii) above as to which any person or entity described in (i), (ii) or (iii) above is, directly or indirectly, a shareholder, beneficiary, fiduciary, grantor or partner, unless the Board of Directors determines that the Rules under Part 4 of the Regulations of the U.S. Commodity Futures Trading Commission would not consider such an entity to be a U.S. Person; and (2) "United States" means the United States of America, the 50 States , the District of Columbia, the Commonwealth of Puerto Rico and each territory and possession of the United States of America and places subject to its jurisdiction. Without limiting the foregoing, our services are not available to minors or to US Persons. If you do not qualify, please do not use our services. Hedgebay may refuse our services to anyone at any time, in our sole discretion. You represent and warrant that the information you provide us in your registration for use of the Hedgebay Site will not contain any material inaccuracies or omissions and you will promptly notify us in accordance with paragraph Q of any and all changes in such information.

B. License:
You are hereby granted, subject to all of the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, license to (i) view the screens and materials on the Hedgebay Site; (ii) reproduce, solely for purposes of downloading to your computer, one copy of such screens and materials; and (iii) print only a reasonable number of copies of such screens and materials as is necessary for your own investment analysis purposes, provided that you maintain all copyright trademark, and proprietary notices on any copies of such screens and materials that you make under this license. Any other use of the Hedgebay Site without our prior written consent is expressly prohibited. All rights in the Hedgebay Site are owned by us. Except as specifically granted in this paragraph, no rights are granted with respect to the Hedgebay Site. Any and all rights with respect to the Hedgebay Site not granted in this paragraph are expressly reserved by us. By your use of the Hedgebay Site you acknowledge our ownership of such Site and agree that you will not challenge such ownership. No act of downloading any portion of the Hedgebay Site will constitute a transfer of title. You may not decompile, reverse compile or reverse engineer any portion of the Hedgebay Site, except as required by applicable law in order to achieve interoperability.

C. Trademarks:
“Hedgebay” and “Hedgebay.com” (the “Marks”) are service marks of Hedgebay. Nothing in the Agreement will be construed as granting, by implication, estoppel or otherwise, any license or right to use the Marks or any other trademark, service mark, logo or image on the Hedgebay Site. All such trademark rights are expressly reserved by us.

D. Fees:
Joining Hedgebay is free. Unless otherwise stated, all fees payable to Hedgebay for its services (and any related costs or charges) are quoted in U.S. Dollars. You are responsible for timely paying all applicable transactions charges, custody charges, taxes and any other costs you incur in effectuating transactions as a result of any bids or offers you make on the site.

E. Modification of Services:
We may in our sole discretion add, delete or change some or all of our services at any time without prior notice.

F. Hedgebay is Only a Venue:
The Hedgebay Site acts as the venue for sellers to offer and for purchasers/bidders to bid on any alternative investment fund (each a “Fund” and collectively, the “Funds”) they so choose. Hedgebay is not, does not and will not recommend, represent or vouch for any Fund that may appear in any of the listings on our site. Utilizing Hedgebay is not a substitute for an independent due diligence investigation by you or your professional advisers and/or consultants. We are not responsible for investment decisions made by you. Solely for purposes of applicable U.S. securities laws, and pursuant to an agreement with Hedgebay, Southridge Investment Group LLC (“Southridge”), a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of NASD Inc. utilizes the Hedgebay Site and assists in Hedgebay Site-related transactions. You acknowledge that Southridge may act as a sales agent, selling agent, placement agent, solicitor or introducer (or in a similar capacity) for any of the Funds listed on the Hedgebay Site under a separate agreement and may be separately compensated in such capacity (generally through a fee based on a percentage of the management, advisory and/or performance-based compensation charged by the investment adviser, manager, general partner, managing member or similar person of or to the Fund (“Managers”) with respect to the amount of assets invested in the Fund(s) by investors referred by Southridge). The receipt of any of the foregoing compensation should not be construed as an endorsement of any Fund by Southridge. Southridge does not provide any investment advice to any Fund. Southridge is not an affiliate of Hedgebay. In addition to Southridge, Hedgebay may have contractual relationships with other non-affiliated and/or affiliated entities regarding services rendered to or for Hedgebay or Hedgebay Site users or otherwise regarding use of the Hedgebay Site. No judgment, representation or warranty, express or implied, is made with respect to the accuracy, completeness, timeliness, or suitability of any information regarding the Funds or any other content on the Hedgebay Site.

G. Bidding:
Bids are text descriptions on the Hedgebay Site supplied by you that textually describe the Fund you are bidding for. As a bidder, if you have the highest bid and your bid is accepted by the seller, you are obligated to complete the transaction. Bids, once accepted, are not retractable except in exceptional circumstances such as the seller materially changing the Fund being offered after your bid has been accepted.

H. Offering:
Offers are text descriptions on the Hedgebay Site supplied by you that textually describe the Fund you are offering for sale. If you accept a bid then you are obligated to complete the transaction unless there is an exceptional circumstance, such as the buyer fails to meet the terms of your offer.

I. Links:
From time to time, other web sites may provide hypertext links (“Links”) to the Hedgebay Site. No such Links shall imply any relationship or connection between us and the operator of the web site containing the Links to the Hedgebay Site. We shall have no liability to you arising out of your use of any web site that provides Links to the Hedgebay Site. We have not reviewed the content of any site owned by a third party that may be linked to the Hedgebay Site and exercise no control over such sites. We have no responsibility for the content, privacy practices or any other element of any such web sites. No judgment, representation or warranty, express or implied, is made with respect to the accuracy, timeliness, or suitability of the content or services of any web site to which the Hedgebay Site may link, including information on such web site regarding us. If we provide access to other web sites, we are not recommending or endorsing the purchase or sale of any security issued by, or financial or other services provided, issued or endorsed by, such web site’s sponsoring organization or its affiliates or such web site’s advertisers. Your use of such third party sites is at your own risk based upon such due diligence as you have determined is appropriate.

J. Confidentiality :
(a) "Confidential Material" shall mean any information disclosed to the User in connection with its membership to the Hedgebay Site, including, without limitation, the user identification number and the password to the Hedgebay Site that is issued to the User and any information that relates to or involves any of the Funds, including information relating to a Fund's performance.

(b) The User shall not have any obligation to preserve the confidentiality of any Confidential Material which (i) is already in its lawful possession without any obligation of confidentiality, (ii) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the User or (iii) becomes available to the User from a source other than the Hedgebay Site, or other than any other communication from Hedgebay, without any obligation of confidentiality.

(c) The User acknowledges that the Confidential Material is of a proprietary and confidential nature and that damage to Hedgebay and/or the Funds and/or the Managers of the Funds could result if it is disclosed to any third party. The User hereby agrees that the Confidential Material will be used solely for the purpose of assisting the User in its evaluation as to whether to purchase or sell any of the Funds. The User agrees that, except as required by law, the Confidential Material will be kept confidential by the User and will not be disclosed in any manner whatsoever, except that the User may disclose all or portions of the Confidential Material to its directors, officers, employees, agents, affiliates, representatives and advisors (collectively the "Representatives") who need to know such information for the purpose of evaluating an investment in any of the Funds. The User shall inform its Representatives of the confidential nature of the Confidential Material and shall direct its Representatives to treat such information confidentially and otherwise to comply with the terms of this Agreement. The User agrees that it will maintain a complete and accurate record of all persons to whom the Confidential Material is given. In any event, the User shall be responsible for any breach of this Agreement by any of its Representatives and the User will, at its sole expense, use its best efforts (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Material.

(d) The User understands and agrees that money damages would not be an adequate remedy for any breach of this Agreement and that Hedgebay shall be entitled to equitable relief, including injunctions and specific performance, if the User or its Representatives breach or threaten to breach any provision of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach by the User or its Representatives of this Agreement but shall be in addition to all other remedies available at law or equity to Hedgebay. The User further agrees to waive any requirement for the posting of a bond in connection with any such equitable relief. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final, nonappealable order that the User has breached this Agreement, then the User shall be liable and pay to Hedgebay the reasonable legal fees Hedgebay have incurred in connection with such litigation, including any appeal therefrom.

K. Use:
You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Hedgebay Site. You may not take any action which imposes an unreasonable or disproportionately large load on Hedgebay’s infrastructure. You agree that you will not introduce any viruses, bug, worm, trojan horses or other harmful computer code through your use of the Hedgebay Site. You may not disclose or share your password to any third parties or use your password for any unauthorized purpose and we will have no liability to you from your disclosure of your password to any third party. You will promptly notify us of any unauthorized use of such password.

L. Breach:
We may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, any of your current bids or offers, and any other information you place on the site if you breach this Agreement or if we are unable to verify or authenticate any information you provide to us.

M. Indemnity:
You agree to indemnity and hold harmless Hedgebay, Southridge and each of our and their respective affiliates and each employee, officer, director, authorized agent, owner and shareholder of such entities from and against any and all loses, damages, claims, costs and fees (including reasonable attorney’s fees) arising out of or related to (i) your breach of the Agreement, (ii) the use of a password obtained from you or any of your agents or employees with or without your consent and (iii) your use of the Hedgebay Site (collectively, “Claims”).

N. No Warranty:
THE HEDGEBAY SITE IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “ AS AVAILABLE”. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS OR CURRENTINESS OF ANY OF THE MATERIALS ON THE HEDGEBAY SITE. WE SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITIATION, ANY WARRANTY OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE HEDGEBAY SITE WILL BE ERROR FREE, VIRUS FREE OR CONTUNUALLY AVIALABLE.

O. Limit of Liability:
IN NO EVENT SHALL WE, SOUTHRIDGE AND OUR AND THEIR RESPECTIVE AFFILIATES BE LIABLE TO YOU OR ANY THRID PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE HEDGEBAY SITE, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, PUNITIVE, INDIRECT INCIDENTIAL CONSEQUENTAIL OR SIMILAR DAMAGES, HOWEVER ARISING, EVEN IF ANY OF US ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME JURISDICTION DO NOT ALLOW THE EXCUSION OR LIMITAITON OF CERTAIN CATERGORIES OR DAMAGES, THE ABOVE LIMITION MAY NOT APPLY TO YOU. IN SUCH JURDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW) IN ANY CIRCUMSTANCE, YOU AGREE THAT THE LIABILITY ARISING OUT OF THIS AGREEMENT, IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN CONNECTION WITH THE TRANSACTION GIVING RISE TO SUCH LIABILITY.

P. Status:
You and Hedgebay and you and Southridge are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

Q. Notices:
Except as explicitly stated otherwise, any notices shall be given by e-mail to info@hedgebay.com (in the case of Hedgebay) or to the e-mail address you provide to Hedgebay during the registration process (in your case), or such other address as the party shall specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Hedgebay during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

R. Arbitration:
Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Where the amount in controversy is less than $50,000, the dispute shall be submitted to a single arbitrator, mutually agreeable to each party. In the event that the parties cannot agree on a single arbitrator or for any amount in controversy or claim over $50,000, arbitration shall be submitted to a panel of three arbitrators whereby the first party selects one arbitrator, the second party selects the second arbitrator, and those two arbitrators pick a third arbitrator. Unless otherwise agreed to in writing by each party hereto, arbitration shall take place in the Commonwealth of the Bahamas in accordance with the laws of the Commonwealth of the Bahamas. Each arbitrator must have significant relevant experience. Judgment on the award may be entered in any court having jurisdiction. [The arbitrators shall, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys’ fees (including attorneys’ fees related to or arising out of the controversy in arbitration generally) of the prevailing party, against the party who did not prevail.] The arbitrator(s) shall have no authority to grant either party punitive, exemplary, consequential or other special damages of any kind. Notwithstanding the duty to arbitrate disputes pursuant to this paragraph, either party may seek interlocutory relief from the court in the Commonwealth of the Bahamas in order to enforce or otherwise protect its rights under the provisions of this Agreement related to confidentiality, proprietary rights to intellectual property, and the duty to arbitrate.

S. General:
This Agreement shall be governed in all respects by the laws of the Commonwealth of the Bahamas as such laws are applied. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.