The Needham Group, Inc. Terms of Use

The terms and conditions set forth herein (the “Terms of Use”) constitute a legally binding agreement between The Needham Group, Inc. Needham & Company, LLC, Needham Capital Partners and Needham Funds and you regarding the terms on which Needham offers you access to its websites. By using our websites Needhamgrp.com, Needhamco.com, Needhamcapital.com and Needhamfunds.com you signify your assent to the following terms and conditions. Please read these terms and conditions carefully before using our websites. If you do not accept them, do not use our websites.

Moreover, you affirm that you are more than 18 years old, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and that you agree to comply with these Terms of Use. In any case, you acknowledge that our websites are not intended for children under the age of 13, and affirm that you are more than 13 years old. Please do not use our websites if you are under 13.

Needham may from time to time revise these terms and conditions by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current terms and conditions to which you are bound.

1. Needham Funds

The information provided on our websites may be used in conjunction with the offering of Needham Fund shares only if preceded or accompanied by a prospectus. Please read the prospectus carefully before investing. You can download a prospectus from our websites or request one by mail or by calling 1-800-625-7071. You will need Adobe® Acrobat® Reader in order to view PDF files downloaded from our websites.

2. Foreign Investors

Shares of the Needham Funds are offered for sale only in the United States and Puerto Rico. The Needham Funds are not registered for offering in any other country. Prospectuses and other information are mailed only to U.S. addresses, and new account requests are accepted only from U.S. addresses. The information on our websites is not an offer to sell or a solicitation of an offer to buy any security in any jurisdiction outside the U.S.

3. Website Content

The contents of our websites, such as text, graphics, images, logos, button icons, software code and other content (collectively, "Website Content"), and the user interface design, layout and organization ("Website Design") of our websites, are protected by United States and foreign copyright, trademark and other laws. The Website Content and Website Design are the property of The Needham Group, Inc., its affiliates or their respective licensors. No permission is granted to copy, distribute, post or frame any Website Content, or to copy or adapt the Website Design, however, you may, for your own personal noncommercial use only, download and print a single copy of the web pages found on our websites, and, subject to any other terms that may accompany them, any downloadable materials available from our websites. On any copy you make, you must retain all copyright, trademark, service-mark and other proprietary notices contained in the original Website Content. You may not sell or modify the Website Content or reproduce, display, publicly perform, distribute or otherwise use the Website Content in any way for any public or commercial purpose. Use of the Website Content on any other website or in a networked computer environment for any purpose is prohibited. Except as expressly provided by the aforementioned, you may not copy or adapt the HTML, XML or other computer code used to generate any Website Content.

4. Specific Prohibited Uses

Our websites may be used only for lawful purposes by those interested in obtaining information about or using the products and/or services described in our websites. Needham specifically prohibits any use of our websites, and you agree not to use these sites, for any of the following:

(1) Violating or attempting to violate the security of our websites, including without limitation, (a) accessing data not intended for your access or logging into a server or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user of our websites, host or network, including without limitation, via means of submitting a virus to our websites or by any activity of overloading, "flooding," "spamming," "mailbombing" or "crashing" our websites or its associated services; (d) using our websites or its infrastructure to send unsolicited e-mail, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

(2) Deleting or revising any material posted on our websites.

(3) Using any device, software or routine to interfere or attempt to interfere with the proper working of our websites or any activity conducted on our websites.

(4) Taking any action which imposes an unreasonable or disproportionately large load on our websites’ infrastructure.

(5) Using or attempting to use, without the permission of Needham, any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search our websites other than the search engine and search agents available on our websites and other than generally commercially available third-party web browsers (e.g., Netscape Navigator, Microsoft Internet Explorer).

(6) Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of our websites.

5. User Submissions

By submitting content, you grant Needham the royalty-free, perpetual, irrevocable, sub-licenseable (through multiple tiers), non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or later developed. You also warrant that the holder of any rights, including moral rights, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any user of our websites to access, display, view, store and reproduce such content for personal use. Subject to the foregoing, the owner of content transmitted through or placed on our websites retains any and all rights that may exist in such content.

Needham appreciates hearing from its clients and welcomes your comments regarding our websites and the products and services it provides. Please be advised, however, that Needham does not accept or consider creative ideas, suggestions, inventions or materials other than those which Needham has specifically requested. While your feedback is valued, please be specific in your comments and do not submit creative ideas, inventions, suggestions or materials. If you send creative suggestions, ideas, drawings, concepts, inventions or other information (collectively the "Submission") to Needham, the Submission shall be the property of Needham and you assign to Needham any and all rights you have therein. None of the Submission shall be subject to any obligation of confidence and Needham shall not be liable for any use or disclosure of any Submission. Needham shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person who submitted the Submission.

6. Identification of Agent to Receive Notification of Claimed Copyright Infringement

If you believe that your copyrighted work has been uploaded, posted or copied to our websites or is accessible on our websites in a way that constitutes copyright infringement, please notify Needham by providing its designated copyright agent with the following information:

(1) The physical or electronic signature of either the copyright owner or of a person authorized to act on the copyright owner's behalf;

(2) A description of the copyrighted work you claim has been infringed, and a description of the activity that you claim to be infringing;

(3) Identification of the URL or other specific location on our websites where the material or activity you claim to be infringing is located or is occurring; you must include enough information to allow Needham to locate the material or the activity;

(4) Your name, address, telephone number and, if you have one, your e-mail address;

(5) A statement by you that you have a good faith belief that use on our websites of the copyrighted work in the manner of which you are complaining is not authorized by the copyright owner, any agent of the copyright owner or the law; and

(6) A statement by you, made under penalty of perjury, that the information you have provided in your notice is accurate and that you are either the copyright owner or are authorized to act on behalf of the copyright owner.

Notices of claims of copyright infringement with regard to our websites should be directed to the Needham's designated agent for receipt of such notices at:

Needham & Company, LLC Attn: Compliance/Terms of Use 445 Park Avenue, 3rd Floor New York, NY 10022 Telephone: (212) 371-8300

7. Disclaimer

The content and information on our websites are for informational purposes only. Nothing on our websites is intended to provide legal, accounting, tax or other professional advice. Testimonials included on our sites may not be representative of the experience of other clients and are no guarantee of future performance or success. The information on our websites is not a substitute for professional tax, financial or legal advice. Investors should seek such professional advice for their particular situation.

Some of the content or information on our websites, such as quote information, may be provided by third parties. Needham has no liability for such third-party content or information.

Although Needham has attempted to ensure that the information contained on our websites is reliable and accurate, Needham is not responsible for any errors or omissions, or for the results obtained from the use of this information. The Website Content and other information available on our websites may contain inaccuracies or typographical errors. All information on our websites is provided "as is," with no guarantee of completeness, reliability, accuracy, timeliness or of the results obtained from the use of this information. The use of our websites and the Website Content and any information available on our websites is at your own risk. Changes are periodically made to the Website Content and other information available on our websites and may be made at any time and without notice.

8. NO REPRESENTATIONS OR WARRANTIES

NEEDHAM DOES NOT REPRESENT OR WARRANT THAT OUR WEBSITES WILL OPERATE ERROR-FREE OR BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. NEEDHAM IS NOT RESPONSIBLE FOR LOSS OF DATA OR DAMAGE TO EQUIPMENT CAUSED BY USE OF OUR WEBSITES. OUR WEBSITES, THE WEBSITE CONTENT, ANY OTHER DATA AND INFORMATION AVAILABLE ON OUR WEBSITES, AND ANY PRODUCTS OR SERVICES AVAILABLE THROUGH OUR WEBSITES, ARE PROVIDED ON AN "AS IS" BASIS AND NEEDHAM, TO THE FULLEST EXTENT PERMITTED BY LAW, (A) DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND (B) MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS OR TIMELINESS OF OUR WEBSITES, THE WEBSITE CONTENT, ANY OTHER DATA AND INFORMATION AVAILABLE ON OUR WEBSITES, ANY PRODUCTS OR SERVICES AVAILABLE THROUGH OUR WEBSITES, ANY SOFTWARE ASSOCIATED WITH OUR WEBSITES, AND ANY TEXT, GRAPHICS AND LINKS FOUND ON OUR WEBSITES.

9. DISCLAIMER OF DAMAGES

IN NO EVENT SHALL NEEDHAM, ITS AFFILIATES OR SUPPLIERS OR ANY THIRD PARTIES MENTIONED ON OUR WEBSITES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR DAMAGES, LOST DATA OR BUSINESS INTERRUPTION) RESULTING IN ANY WAY FROM USE OF OUR WEBSITES, THE WEBSITE CONTENT, ANY OTHER DATA AND INFORMATION AVAILABLE ON OUR WEBSITES OR ANY PRODUCTS OR SERVICES AVAILABLE THROUGH OUR WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NEEDHAM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. LIMITATION OF LIABILITY

IN THE EVENT NEEDHAM IS LIABLE TO YOU FOR ANY REASON IN CONNECTION WITH OUR WEBSITES, YOU AGREE THAT, UNLESS EXPRESSLY PROHIBITED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF NEEDHAM TO YOU FOR ALL CLAIMS ARISING THEREFROM (INCLUDING WITHOUT LIMITATION, YOUR USE OF THE WEBSITE, ANY WEBSITE CONTENT, ANY OTHER DATA AND INFORMATION AVAILABLE ON OUR WEBSITES, AND ANY PRODUCTS OR SERVICES AVAILABLE THROUGH OUR WEBSITES) IS LIMITED TO THE AMOUNT OF MONEY ACTUALLY RECEIVED BY NEEDHAM FROM YOU VIA THE WEBSITE OR FOR SUCH PRODUCT OR SERVICE, OR $100, WHICHEVER IS MORE.

11. Indemnification

You understand and agree that you are personally responsible for your behavior on the websites and for your use of the content. You agree to indemnify, defend and hold harmless Needham from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use of the websites, any violation by you of these Terms of Use. You agree to cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement which affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without our prior written approval.

12. Links to Other Sites

Our websites may contain links to third-party websites. These links are provided solely as a convenience to you and not as an endorsement by Needham of the contents on such third-party websites. Needham is not responsible for the content of linked third-party websites and does not make any representations regarding the content, information, materials, products or services available on such third-party websites. If you decide to access linked third-party websites, you do so at your own risk.

13. No Resale or Unauthorized Commercial Use

You may not resell or assign your rights or obligations under these terms and conditions. You also may not make any unauthorized commercial use of our websites, the Website Content or any data or information available on our websites.

14. Termination

Needham reserves the right, at its sole discretion, to modify, update, discontinue, suspend or terminate any part or all of our websites at any time and without notice. Your use of the sites following any such modification constitutes your agreement to follow and be bound by the Terms of Use as modified. For this reason, we encourage you to review these Terms of Use whenever you use this Site. The last date these Terms of Use were revised is set forth below.

15. Additional Terms of Use

Certain areas of our websites may be subject to additional terms and conditions that are specified at such areas. By using those areas, or any part thereof, you agree to be bound by the additional terms and conditions applicable to such areas.

16. Miscellaneous

Our websites are not intended for use outside the United States. Needham makes no claims that the Website Content or any other data or information available on our websites may be lawfully viewed or accessed outside of the United States. Access to the same may not be legal by certain persons or in certain countries. If you access our websites from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These terms and conditions are governed by the internal substantive laws of the State of New York, USA, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within the County of New York in the State of New York, USA. If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect. No waiver of any of these terms and conditions shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Except as expressly provided in additional terms and conditions for areas of our websites, a particular "Legal Notice," or Software License or material on particular web pages, these terms and conditions constitute the entire agreement between you and Needham with respect to the access to and use of our websites. No changes to these terms and conditions shall be made except by a revised posting by Needham on this web page. The headings and sections identified in these terms and conditions are for convenience and are not intended to be used for the interpretation of any term or condition.

17. Arbitration: CONSENT TO JURISDICTION; SERVICE OF PROCESS.

(a)· ARBITRATION IS FINAL AND BINDING ON THE PARTIES. YOU ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CALIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL:
(i) THE CLASS CERTIFICATION IS DENIED;
(ii) THE CLASS IS DECERTIFIED; OR
(iii) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN. BY ACCEPTING THESE TERMS OF USE YOU AGREE, THAT CONTROVERSIES BROUGHT BY YOU ARISING UNDER OR RELATING TO YOUR USE OF OUR WEBSITES, IN ANYWAY, WHETHER ARISING PRIOR TO, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION. ANY SUCH ARBITRATION SHALL BE HELD ONLY AT THE FACILITIES AND BEFORE AN ARBITRATION PANEL APPOINTED BY THE NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE, INC., OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. YOU MAY ELECT ONE OF THE FOREGOING FORUMS FOR ARBITRATION, BUT IF YOU FAIL TO MAKE SUCH ELECTION BY REGISTERED MAIL, OR TELEGRAM ADDRESSED TO NEEDHAM & COMPANY, LLC, 445 PARK AVENUE, NEW YORK, NY, 10022, (OR ANY OTHER ADDRESS OF WHICH YOU ARE ADVISED IN WRITING), BEFORE THE EXPIRATION OF TEN (10) DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM US TO MAKE SUCH ELECTION, THEN WE MAY MAKE SUCH ELECTION. THE AWARD OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION.

(b) Notwithstanding the provisions of subparagraph (a) above, either party may, at any time prior to the initial arbitration hearing pertaining to such dispute or controversy, seek by application to, and only to, the U.S. District Court for the Southern District of New York or the Supreme Court of the State of New York for the County of New York any such temporary or provisional relief or remedy (“provisional remedy”) provided for by the laws of the U.S. or the laws of the State of New York as would be available in an action based upon such dispute or controversy in the absence of an agreement to arbitrate. The parties acknowledge and agree that it is their intentions to have any such application for a provisional remedy decided by the Court to which it is made and that such application shall not be referred to or settled by arbitration. No such application to either said Court for a provisional remedy, nor any act or conduct by either party in furtherance of or in opposition to such application, shall constitute a relinquishment or waiver of any right to have the underlying dispute or controversy with respect to which such application is made settled by arbitration in accordance with subparagraph (a) above.

(c) With respect to any application for a provisional remedy and any application for judgment on an arbitration award, each party irrevocably (i) submits to the jurisdiction of the U.S. District Court for the Southern District of New York or the Supreme Court of the State of New York for the County of New York, (ii) waives any objection which it may have at any time to the laying of venue of any proceedings brought in any such court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceeding, that such court does not have any jurisdiction over such party, and (iii) consents to service of process by certified mail, return receipt requested, to the address provided for herein.

(d) You hereby agree to receive service of process in connection with any legal matters or actions or proceedings based upon, arising out of or relating in any way to this Agreement by confirmed, return receipt requested mail and that delivery shall be presumed if such service is mailed to the address maintained in our records and the requested receipt is returned.

SEVERABILITY. If and to the extent any term or provision herein is or should become invalid or unenforceable, then (i) the remaining terms and provisions hereof shall be unimpaired and remain in full force and affect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.

Effective Date: April 1, 2009

Terms of Use