Disclaimer

Statements & Policies

Summary of Disclosures

  • By accessing TheSeedInvestor (TSI) (hereinafter referred to as “TSI,” “we,” “us,” or “our”) website you are representing affirmatively that you have read and understood the entirety of the following Statements & Policies, which include important information not included in this Summary of Disclosures (Summary). You represent affirmatively that you are not relying solely on this Summary.
  • By accessing the TSI website, you agree that you have reviewed and agree to the following Statements & Policies. If you do not agree to these Statements & Policies, you may not use the TSI website and affirmatively acknowledge that you have not used or viewed content on the TSI website.
  • TSI provides readers with information regarding publicly traded companies that have paid a fee to TSI to provide advertising, news and public relations services on their behalf. TSI receives compensation from the companies in the form of cash and/or securities in the companies.
  • TSI is neither an investment adviser nor a broker-dealer. The information presented in the TSI website is provided for informational purposes only and is not to be treated as advice or a recommendation to make any specific investment. None of the information provided through this website constitutes advice or a recommendation. Please consult with an independent investment adviser or other financial adviser or financial professional before making an investment decision.
  • The opinions and analyses included in this website are based on factual information obtained from public filings and other sources deemed to be reliable and are provided “as is” in good faith. TSI makes no representation or warranty, expressed, implied, or statutory, is made as to the accuracy or completeness of such information, which may be subject to change without notice.
  • TSI and its owners, members, officers, directors and affiliates may own, or may buy and sell, securities of companies profiled on the TSI website at any time before, during, or after distribution of information on the companies by TSI.

Safe Harbor Statement

This website includes forward-looking statements pertaining to future anticipated plans, performance and development of the companies on whose behalf we disseminate information. Any statements on this website that are not statements of historical fact should be considered forward-looking statements. These forward-looking statements generally can be identified by phrases such as “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates,” “intends,” or other words or phrases of similar import. Similarly, statements in this website that describe a company’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward–looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements.

Terms of Use

By accessing TSI’s website, you signify your agreement to these Statements & Policies. Further, you are representing affirmatively that you have read and understood the entirety of these following Statements & Policies. If you do not agree to these Statements & Policies, you may not use the TSI website. We reserve the right, at our sole discretion, to change, modify, add or delete portions of these Statements & Policies at any time. The TSI website may contain many links to other websites, including paid advertisements, the content of which TSI does not manage. We do not endorse, nor are we responsible for, any of the content of those external websites, including the accuracy and completeness of any content on such external websites.

Copyright & Licensing Notice

TSI owns and controls all rights, including copyright, in the content of the TSI website.

In accessing the TSI website, you agree that you may only download and/or view the content for your own personal, non-commercial use, and such content you agree expressly cannot be used in any pleading or for any purpose in a court of law, arbitration forum or adjudicatory proceeding.

Except where expressly stated otherwise, without the prior written permission of TSI, you are not permitted to copy, broadcast, download, store (in any medium), transmit, show or play in public, adapt or change in any way the content of the TSI website for any other purpose whatsoever.

In accessing the TSI website certain financial market data and information content and services (collectively the “QuoteMedia Services”) are provided by QuoteMedia, Inc. (“QuoteMedia”) and its Information Providers. “Information Providers” refers to third parties, including without limitation all exchanges and quotation services, which provide financial or investment information, such as raw exchange data, analysis, commentary, market data, news or research, or tools (“Information”) by or through the QuoteMedia Services.

The QuoteMedia Services and all of the Information are provided “as is” without warranty of any kind. QuoteMedia and Information Providers expressly disclaim all warranties and conditions with regard to the QuoteMedia Services and the Information, including, without limitation, all implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. By using the QuoteMedia Services and Information, you assume all of the risks associated with such use, and you release and agree to indemnify and hold harmless QuoteMedia and Information Providers from any and all liability, claims for damages, and losses arising from or connected with such risks.

You agree that neither QuoteMedia nor the Information Providers shall have any liability, contingent or otherwise, for the truth, accuracy, completeness, timeliness, interruptions, omissions or correct sequencing of the Information on the QuoteMedia Services, or for any decision made or action taken by you in reliance upon or interpretation of the QuoteMedia Services and Information. In no event shall QuoteMedia or the Information Providers be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with (1) the use of the QuoteMedia Services and Information; (2) the delay, interruption or inability to use any aspect of the QuoteMedia Services and Information; (3) any Information obtained through the QuoteMedia Services; or (4) otherwise arising out of the use of the QuoteMedia Services and Information, whether based on contract, tort, strict liability or otherwise, even if QuoteMedia or Information Providers have been advised of the possibility of damages.

Privacy Statement

This notice applies to all information collected or submitted on the TSI website. On some pages, you can make requests and register to receive materials. The types of personal information collected at these pages are:
  • Name
  • Company
  • Title
  • Address
  • Email address
  • Phone number(s)

The Way We Use Information

We use the information you provide about yourself when responding to your requests for specific information. We occasionally share this information with outside parties whom we believe you would find of interest. We may be compensated by such parties for this service. We use return email addresses to answer the email we receive. You can register with our website if you would like to receive our periodic mailings as well as updates on our new products and services. Information you submit on our website will not be used for this purpose unless you fill out the registration form. We use non-identifying and aggregate information to better design our website and to share with advertisers. For example, we may tell an advertiser that X number of individuals visited a certain area on our website, or that Y number of men and Z number of women filled out our registration forms. Finally, our practice is not to use or share the personally identifiable information provided to us online in ways unrelated to those described above without also providing you an opportunity to opt-out or otherwise prohibit such unrelated uses.

Our Commitment To Data Security

To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, we have put in place what we believe are appropriate physical, electronic, and managerial procedures to safeguard and secure the information we collect online. However, we make no guarantees or representations and provide no assurances that such procedures will be effective and that all information will remain secure under all circumstances.

Our Commitment To Children’s Privacy

Protecting the privacy of children is especially important. For that reason, we never collect or maintain information at our website from individuals whom we actually know are under the age of 13, and no part of our website is structured to attract anyone under the age of 13.

How You Can Access or Correct Your Information

You can access all your personally identifiable information that we collect online and maintain by editing your user profile. We use this procedure to better safeguard your information. You can correct factual errors in your personally identifiable information by sending us a request that credibly shows error. To protect your privacy and security, we will also take reasonable steps to verify your identity before granting access or making corrections.

TSI “Tip of the Day/Week” Disclaimer

TSI is not a registered investment advisor or broker-dealer. The information contained on this site is not, is not intended to be, and shall not constitute, an offer to sell nor the solicitation of any offer to buy any security. The information presented on this site is provided for informational purposes only and is not to be treated as advice to make any specific investment or for use in any investment decision. Please consult with an independent investment advisor before making an investment decision. Neither TSI nor its officers, directors, partners, consultants nor anyone involved in this site is a registered investment adviser or broker-dealer or associated person of an investment adviser or broker-dealer and none of the foregoing make any recommendation that the purchase or sale of securities of any company profiled on this site is suitable or advisable for any person or that an investment or transaction in such securities will be profitable. Past performance of profiled securities is not indicative of future results. Companies profiled on this site may lack an active trading market for their securities and investing in securities that lack an active trading market or trade on certain media, platforms and markets are deemed highly speculative and carry a high degree of risk. Anyone investing in such companies should be able financially and prepared to bear the risk of loss and actual loss of his or her entire investment.

Educational Resources Disclaimer

Online Broker Reviews are provided for general information purposes only and should not be considered an individualized recommendation or advice. A resource to learn more about your investment professional and firm is http://finra.org/brokercheck

TSI DOES NOT receive any compensation from any of the online brokerage firms reviewed in Educational Resources – Online Broker Reviews.

Email and Instant Message Policy

Information Regarding Securities and Market Data. TSI does not guarantee any information regarding securities issues and market data contained in an email to or from its contractors, agents, or affiliates.

Email and Instant Message (IM) Security. TSI is not responsible for any damages resulting from a third party intercepting or otherwise obtaining an email, or the information contained within an email, sent to or from TSI, its contractors, agents, or affiliates. For your protection, do not include account numbers, social security numbers, credit card numbers, passwords or any other non-public information in your email or IM.

Monitoring and Confidentiality of Email and Instant Messaging (IM). TSI may monitor email and IM communications addressed to the firm and any of its contractors. TSI reserves the right to monitor such communications and does not guarantee the confidentiality of any transmission.

Compensation Disclosure

The TSI website provides readers with information regarding publicly traded companies that have retained TSI to provide advertising branding, marketing, news syndication and public relations services on their behalf. TSI receives compensation from the companies in the form of cash and/or securities in the companies. Such compensation, especially compensation in the form of securities, may create an actual or potential conflict of interest. In addition, to the extent that parties, including the companies discussed, investors or others, further disseminate content or other statements provided by TSI, such parties operate outside of TSI’s control and such further dissemination is without the permission and authority of TSI. Such further dissemination may not be accompanied by appropriate disclaimers or other disclosures, and TSI assumes no responsibility for and expressly disclaims responsibility for any such statements, omissions or dissemination.

Because TSI receives compensation for disseminating information, we may have a conflict of interest in terms of disseminating negative information about the companies that retain us. Readers should consider this in reaching their independent decision as to how to use the information contained in the TSI website.

It is the practice of TSI to sell all securities received as compensation upon the expiration of the applicable holding period as set forth generally in Rule 144 under the Securities Act of 1933 (Rule 144), notwithstanding the fact that TSI may be advertising or distributing materials on such securities and their issuers at the time of the sale of such securities. More generally, TSI may sell any securities that it holds at any time that it legally may do so, as it deems appropriate.

In addition, writers and editors who provide or review content contained on TSI’s website may buy, sell or maintain positions in securities of the companies discussed on TSI’s website. Such trading, which necessarily reflects an individual’s personal resources and financial condition, may be inconsistent with statements on TSI’s website. TSI assumes no responsibility for and expressly disclaims responsibility for any statements or omissions about compensation to all writers and editors who provide or review content.
  • ABCN: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network. Please read entire Disclaimer for FULL Compensation Disclosures.
  • ADYNF: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network. Please read entire Disclaimer for FULL Compensation Disclosures.
  • BITCF: First Bitcoin Capital Corp (BITCF) is not a client of the Investor Based Brand Network. The announcement by the Securities and Exchange Commission of the temporary suspension of trading in BITCF appears at https://www.sec.gov/litigation/suspensions.shtml. Please read the entire NNW Disclaimer relating to the use of information on this website.
  • CNFA: TSI will receive $15,000 per month for 3 months of article and press release coverage , News & Editorial Syndication, Press Release Enhancement.
  • CHOOF: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network. Please read entire Disclaimer for FULL Compensation Disclosures. TSI receives payments and or advertising ranging from approximately $25,000 to $150,000 to publish and/or distribute advertisements on behalf of a company. TSI retains any excess sums after expenses as its compensation and/or benefits from new subscribers.
  • CIIX: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network. Please read entire Disclaimer for FULL Compensation Disclosures.
  • GOHE: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network. Please read entire Disclaimer for FULL Compensation Disclosures.
  • IGC: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network. Please read entire Disclaimer for FULL Compensation Disclosures.
  • IONC: TSI will receive $15,000 per month for 120 days of article and press release coverage & upto $150,000 worth additional advertising from a 3rd Party on behalf of IONC for Brand Awareness, Corporate Communications, News & Editorial Syndication, Press Release Enhancement and Social Media Solutions provided by TSI. Please read entire Disclaimer for FULL Compensation Disclosures.
  • IMLFF: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network. Please read entire Disclaimer for FULL Compensation Disclosures.
  • LXRP: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network. Please read entire Disclaimer for FULL Compensation Disclosures.
  • MYM: MYMMF: TSI will receive $15,000 per month for 3 months of article and press release coverage , News & Editorial Syndication, Press Release Enhancement. Please read entire Disclaimer for FULL Compensation Disclosures.
  • Mind Cure Health Inc.; MCUR: MCURF: Will be covered in 2020 via our publishing group for Advertising, News and Content Syndication, Press Release Enhancement and Social Media Solutions. Gatecrasher Strategies, LLC, will receive One-hundred twenty-five thousand dollars in cash, advertising and marketing services by Sandstone Media Inc. for 4 months of article and press release coverage, News & Editorial Syndication. Please read entire Statements & Policies & Disclaimers.
  • Mind Cure Health Inc.; MCUR: MCURF: Will be covered in 2021 via our publishing group for Advertising, News and Content Syndication, Press Release Enhancement and Social Media Solutions. Gatecrasher Strategies, LLC, will receive ten thousand dollars per month in cash and marketing services by Sandstone Media Inc. for four months of article and press release coverage, News & Editorial Syndication. Please read entire Statements & Policies & Disclaimers.
  • POTN: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network. Please read entire Disclaimer for FULL Compensation Disclosures.
  • SING: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network. Please read entire Disclaimer for FULL Compensation Disclosures.
  • WTER: Will be covered via our Investor Based Brand Network for Corporate Communications, News Syndication, Press Release Enhancement and Social Media Solutions. The services will be provided by the Investor Based Brand Network.  TSI will receive $5,000 per month for 120 days of article and press release coverage & $150,000 worth additional advertising from a 3rd Party on behalf of WTER for Brand Awareness, Corporate Communications, News & Editorial Syndication, Press Release Enhancement and Social Media Solutions provided by TSI. Please read entire Disclaimer for FULL Compensation Disclosures.
Neither TSI nor its owners, members, officers, directors, partners, consultants, nor anyone involved in the publication of this website, is a registered investment adviser or broker-dealer or associated person with a registered investment adviser or broker-dealer and none of the foregoing make any recommendation that the purchase or sale of securities of any company profiled in the TSI website is suitable or advisable for any person or that an investment or transaction in such securities will be profitable. The information contained in the TSI website is not intended to be, and shall not constitute, an offer to sell nor the solicitation of any offer to buy any security. The information presented in the TSI website is provided for informational purposes only and is not to be treated as advice or a recommendation to make any specific investment. Please consult with an independent investment adviser and qualified investment professional before making an investment decision.

The opinions and analysis included in this website are based on factual information obtained from public filings and other sources deemed to be reliable and are provided “as is” in good faith. TSI makes no representation or warranty, expressed, implied, or statutory, as to the accuracy or completeness of such information, which may be subject to change without notice. TSI shall not be liable for any errors or any actions taken in reliance thereon. Statements of opinion and belief are those of the authors and/or editors who contribute to this website, and are based solely upon the information possessed by such authors and/or editors. No inference should be drawn that TSI or such authors or editors have any special or greater knowledge about the companies profiled or any particular expertise in the industries or markets in which the profiled companies operate and compete.

Factual information on this website is obtained from public filings and other sources deemed to be reliable; however, TSI takes no responsibility for verifying the accuracy of such information and makes no representation that such information is accurate or complete. Certain statements included in this website may be forward-looking statements based on current expectations. TSI makes no representation and provides no assurance or guaranty that such forward-looking statements will prove to be accurate. Persons using the TSI website are urged to consult with independent financial advisers with respect to an investment in any company profiled herein. Additionally, persons using this website expressly represent that the content in this website is not and will not be a consideration in such persons’ investment decisions. Investors should verify independently information provided in the TSI website by completing their own due diligence on any company in which they are contemplating an investment and review a complete information package on that company, which should include, but not be limited to, the company’s annual reports, quarterly reports, press releases, and regulatory filings, which are available at no cost at the SEC’s website (sec.gov) or directly from the issuer.

Past performance of profiled securities is not indicative of future results. Companies profiled on this site may lack an active trading market for their securities and investing in securities that lack an active trading market or trade on certain media, platforms and markets are deemed highly speculative and carry a high degree of risk. Anyone investing in such companies should be able financially and prepared to bear the risk of loss and actual loss of his or her entire investment. The information on this website is not designed to be used as a basis for an investment decision. Instead, the purpose of this website is to enable issuers to establish visibility and become known or better known. Persons using the TSI website should confirm to their own satisfaction the veracity of any information prior to entering into any investment. The decision to buy or sell any security of a company that may be featured by TSI is done purely and entirely at the reader’s own risk. As a reader and user of this website, you agree that under no circumstances will you seek to hold liable TSI’s owners, members, officers, directors, partners, consultants or other persons involved in the publication of this website for any losses incurred by the use of information contained in this website.

TSI and its owners, members, officers, directors, contractors and affiliates may own, or may buy and sell, securities of companies profiled in this website at any time before, during, or after distribution of information on the companies by TSI. TSI and its contractors and affiliates may profit in the event the shares of the companies increase or decrease in value. Such securities may be bought or sold from time to time, even after TSI has distributed positive information regarding the companies. TSI does not guarantee that it will purchase the securities of profiled companies. TSI does not request from and does not require that TSI’s independent contractor writers and editors provide information to TSI about their trading activities, including trading activities about which they may wrote. TSI has no obligation to inform readers of its trading activities or the trading activities of any of its owners, members, officers, directors, contractors and affiliates and/or any companies affiliated with TSI’s owners, members, officers, directors, contractors and affiliates. TSI and affiliates may from time to time enter into agreements to purchase securities of publicly traded companies to provide financing to these companies.

Risk Warnings

The content published on this website is intended for and only to be used for reference purposes and is neither an offer nor a solicitation to purchase or sell any security or instrument or to participate in any particular trading strategy. None of the information provided through this website constitutes advice or a recommendation that any investment or trading strategy is suitable for any person. Further, users of this website agree that they are not using any content of this website in or in connection with an investment decision. Persons should consult with their financial advisers before making any investment decisions.

THERE CAN BE NO ASSURANCE THAT THE CONTENT PUBLISHED ON THIS SITE IS ACCURATE OR WITHOUT ERROR. ANY PERSON WHO MAKES USE OF SUCH CONTENT EXPRESSLY ASSUMES ALL RISKS FROM USING THE CONTENT. In particular, TSI does not guarantee it reviews, and is not responsible for confirming, the accuracy of issuer documents and information submitted for inclusion on this site. The issuer and its management are primarily responsible for the accuracy of any information regarding the issuer provided on this site. The issuers are the publishers of all information provided by the issuers available on this site. INVESTORS ARE STRONGLY ADVISED TO CONFIRM THE ACCURACY OF ANY INFORMATION OBTAINED FROM THIS SITE PRIOR TO MAKING ANY INVESTMENT DECISION.

OTC Risk Warnings

Because many securities traded Over-The-Counter (OTC) are relatively illiquid, or “thinly traded,” which tends to increase volatility in market prices, an investment in an OTC security involves a high degree of risk. These speculative and illiquid securities are often difficult for investors to buy or sell without significantly affecting the quoted price. It should be noted that the liquidation of a position in an OTC security may not even be possible within a reasonable period of time.

Dependable information regarding issuers of OTC securities, their prospects, or the risks associated with the business of any particular issuer or an investment in the issuer’s securities may not be available. For this reason, it may be difficult to properly value an investment in an OTC security or accurately determine the risks involved with investing in such a security. For more information about investing in microcap securities, please read the content on the SEC’s website, including the SEC’s investor publication titled “Microcap Stock: A Guide for Investors” available at https://www.sec.gov/investor/pubs/microcapstock.html

Issuers of OTC securities quoted on the OTC Link system are not required to provide any kind of information to investors. While many issuers register OTC securities with the Securities and Exchange Commission (SEC) and regularly provide reports to investors in connection with such registration, they are not required to continue such registration or regularly provide such reports because their securities are quoted on OTC Link. Securities may continue to be quoted on the OTC Link system if issuers are delinquent in their reporting obligation to the SEC or other federal or state regulatory agencies. Quotation of a security on the OTC Link system or the Yellow Sheets does not in itself create any ongoing filing or reporting obligations with the SEC for any issuer. In fact, issuers may not even be aware that their securities are quoted on the OTC Link system.

Third-Party Content

The TSI website may contain Third-Party Content articles and other content submitted by third parties, including articles submitted through the TSI Premium Partnership Program. All opinions, statements and representations expressed by such third parties are theirs alone and do not express or represent the views and opinions of TSI or its affiliates and owners. Content created by third parties is the sole responsibility of such third parties, and TSI does not endorse, guarantee or make representations concerning the accuracy and completeness of all third-party content. You acknowledge that by TSI providing you with this internet portal that makes accessible to you the ability to view third-party content through the TSI site, TSI does not undertake any obligation to you as a reader of such content or assume any liability relating to such third-party content. TSI expressly disclaims liability relating to such third-party content. TSI and its members, affiliates, successors, assigns, officers, directors, and partners assume no responsibility or liability that may arise from the third-party content, including, but not limited to, responsibility or liability for claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, fraud, or misrepresentation, or an private right of action under the federal securities laws of the United States or common law. Notwithstanding the foregoing, TSI reserves the right to remove third-party content at any time in its sole discretion. By viewing this third-party content, you acknowledge that you have viewed, read fully, accepted and agreed to all terms of the Disclaimer at http://theseedinvestor.com/about/disclaimer

The disclaimers on the TheSeedInvestor (TSI) website applicable to all content provided by TSI, wherever published or re-published are at: http://theseedinvestor.com/about/disclaimer

Client Indemnification

Recognizing that transactions of the type contemplated in an engagement sometimes result in litigation and that the role of TSI is public relations advisory and to offer a communications portal, the company or person who pays for the services offered by TSI agrees to advance costs and fees to, and indemnify and hold harmless TSI and its members and affiliates and their irrespective members, officers, directors, agents and controlling persons within the meaning of Section 15 of the Securities Act of 1933, as amended and Section 20(a) of the Securities Exchange Act (“Indemnified Parties”) and against any and all loss, charge, claim, damage, expense and liability whatsoever, including, but not limited to, all attorneys’ fees and expenses (hereinafter a “Claim” or “Claims”), related to or arising in any manner out of, based upon, or in connection with (i) any untrue statement or alleged untrue statement of a material fact made by the Company or any omission or alleged omission of the Company to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any transaction, proposal or any other matter (items (i) and (ii) being hereinafter referred to as a “Matter” or “Matters”) contemplated by the engagement of TSI hereunder, and will promptly advance fees to the Indemnified Parties in the amount of three times the face amount of any written agreement between the Company and any of the Indemnified Parties and reimburse the Indemnified Parties for all expenses (including all fees and expenses of legal counsel incurred by TSI and the Indemnified Parties) as incurred in connection with the investigation of, preparation for or defense of any pending or threatened Claim related to or arising in any manner out of any Matter contemplated by the engagement of TSI hereunder, or any action or proceeding arising therefrom (collectively, “Proceedings”), regardless of whether such Indemnified Party is a formal party to any such Proceeding. Notwithstanding the foregoing, the Company shall not be liable in respect of any Claims that a court of competent jurisdiction has judicially determined by final judgment (and the time to appeal has expired or the last right of appeal has been denied) which resulted solely or in part from the gross negligence or willful misconduct of an Indemnified Party or the violation of any securities laws or regulations by an Indemnified Party. The Company further agrees that it will not, without the prior written consent of TSI settle compromise or consent to the entry of any judgment in any pending or threatened proceeding in respect of which TSI and any Indemnified Party may seek indemnification hereunder (regardless of whether TSI or any Indemnified Party is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional release of TSI and each other Indemnified Party hereunder from all liability arising out of such proceeding.

In order to provide for just and equitable contribution in any case in which (i) an Indemnified Party is entitled to indemnification pursuant to an Engagement Agreement but it is judicially determined by the entry of a final judgment decree by a court of competent jurisdiction and the time to appeal has expired or the last right of appeal has been denied) that such indemnification may not be enforced in such case, or (ii) contribution may be required by the Company in circumstances for which an Indemnified party is otherwise entitled to indemnification under the Agreement, then, and in each such case, the Company shall contribute to the aggregate losses, Claims, damages and/or liabilities in an amount equal to the amount for which indemnification was held unavailable. Notwithstanding the foregoing, TSI shall not be obligated to contribute any amount hereunder that exceeds the amount of fees previously received by TSI pursuant to an Agreement.

The Company further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with TSI’s engagement hereunder except for Claims that a court of competent jurisdiction shall have determined by final judgment (and the time to appeal has expired or the last right of appeal has been denied) resulted solely or in part from the gross negligence or willful misconduct of such Indemnified Party or the violation of any securities laws or regulations by an Indemnified Party. The indemnity, re imbursement and contribution obligations of the Company set forth herein shall be in addition to any liability which the Company may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company or an Indemnified Party.

The indemnity, reimbursement and contribution provisions set forth herein shall remain operative and in full force and effect regardless of (i) any withdrawal, termination or consummation of or failure to initiate or consummate any Matter referred to herein, (ii) any investigation made by or on behalf of any party hereto or any person controlling (within the meaning of Section 15 of the Securities act of 1933 as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) any party hereto, (iii) any termination or the completion or expiration of an Engagement Agreement with TSI and (iv) regardless of whether TSI shall or shall not be called upon to render any public relations advice, whether formal or informal, in the course of such engagement.

Unless otherwise defined, capitalized terms used herein shall have the meaning ascribed to them in the Agreement.

Sandstone Media, LLC
2010 West Avenue K #623
Lancaster, CA 93536