Updated as of October 2020
Certain sections of or pages on this Site may contain separate terms and conditions, which are in addition to these terms and conditions. You should read those additional terms and conditions carefully. By accessing those sections or pages, you agree to be bound by those additional terms and conditions. In the event of a conflict, those additional terms and conditions will govern your use of those sections or page.
2. User Requirements
This Site may not be accessed or used by anyone under the age of 18. You represent and warrant that you are authorized to enter into these Terms on your entity’s behalf and bind them to these Terms. If you are entering information as an investment advisor representative or registered representative of a broker-dealer, you represent and warrant that you are duly registered and licensed, have authority to act on behalf of your client or other individual on whose behalf you are entering the information, and, if applicable, meet the exemption requirements of the offerings. Additionally, if you are an investment advisor representative or registered representative of a broker-dealer, you represent and warrant that you have reviewed all investment documentation with your client or other individual on whose behalf you are entering information prior to entering the information on the Site.
3. No Warranty
THE FACT THAT THE COMPANY HAS MADE THE DATA AND SERVICES PROVIDED ON THE SITE AVAILABLE TO YOU DOES NOT CONSTITUTE (X) A RECOMMENDATION THAT YOU ENTER INTO A PARTICULAR TRANSACTION WITH A THIRD PARTY DIRECTLY OR ON BEHALF OF YOUR CLIENT OR (Y) A REPRESENTATION THAT ANY PRODUCT, SERVICE OFFERING DESCRIBED ON THIS SITE IS SUITABLE OR APPROPRIATE FOR YOU OR A CLIENT. THE COMPANY IS NOT A PARTY TO ANY TRANSACTION YOU MAY DETERMINE TO ENTER INTO DIRECTLY WITH AN ISSUER, INVESTOR OR OTHER USER OF THE SITE. INFORMATION ON THE SITE REGARDING RISKS OF A TRANSACTION YOU MAY ENTER INTO DIRECTLY IS NOT COMPREHENSIVE INFORMATION OF THE RISKS RELATED TO THE TRANSACTION. YOU SHOULD NOT CONSTRUE THE MATERIAL CONTAINED ON THE SITE AS BUSINESS, FINANCIAL, INVESTMENT, HEDGING, TRADING, LEGAL, REGULATORY, TAX, OR ACCOUNTING ADVICE. YOU SHOULD NOT MAKE THE INFORMATION AVAILABLE THROUGH THIS SERVICE THE PRIMARY BASIS FOR ANY INVESTMENT DECISIONS MADE BY YOU, DIRECTLY OR ON BEHALF OF ANOTHER FOR MANAGED OR FIDUCIARY ACCOUNTS. YOU MAY WANT TO CONSULT BUSINESS, LEGAL, TAX, AND ACCOUNTING ADVISORS CONCERNING ALL CONTEMPLATED TRANSACTIONS.
NOTHING ON THIS SITE IS A SOLICITATION TO BUY OR AN OFFER TO SELL A SECURITY OR OTHER PRODUCT OR SERVICE WHERE THE OFFER, SOLICITATION, PURCHASE, OR SALE WOULD BE UNLAWFUL UNDER THE LAWS OF THE JURISDICTION, INCLUDING FOREIGN JURISDICTIONS.
THE SITE IS PROVIDED BY THE COMPANY ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR COURSE OF PERFORMANCE OR DEALING, AND ANY WARRANTIES THAT MATERIALS ON THE SITE ARE NON-INFRINGING. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THIS SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE COMPANY DOES NOT WARRANT THAT THE SITE, SERVICES, OR ANY COMPONENT THEREOF, WILL MEET THE REQUIREMENTS OF THE USER OR THAT THE OPERATION OF THE SITE, SERVICE, OR ANY COMPONENT THEREOF, WILL BE UNINTERRUPTED OR ERROR FREE. THE COMPANY DOES NOT WARRANT THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE OR TIMELY. IF YOU DOWNLOAD MATERIALS OR USE INFORMATION PROVIDE ON THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. THE COMPANY DOES NOT UNDERTAKE AND HAS NO OBLIGATION TO CORRECT OR UPDATE INFORMATION CONTAINED ON THIS SITE. THE COMPANY SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THIS SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES; THEREFORE, THE ABOVE- REFERENCED EXCLUSION IS INAPPLICABLE IN THOSE JURISDICTIONS. THE COMPANY MAY NOT OWN OR CONTROL THE THIRD-PARTY WEBSITE THAT LINKED YOU TO THE SITE. YOU EXPRESSLY WAIVE APPLICATION OF CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
4. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, COMPANY IS NOT LIABLE FOR DAMAGES, LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWEVER ARISING, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR EXPENSES, OR INVESTMENT LOSSES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS, ARISING IN CONNECTION WITH THIS SITE OR ANY PARTY’S INABILITY TO USE THE SITE, OR IN CONNECTION WITH ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR SITE FAILURE, EVEN IF THE COMPANY OR ITS REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, LOSSES OR EXPENSES.
ACCESS HYPERLINKS TO OR FROM OTHER INTERNET RESOURCES AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE ALL PROTECTIVE MEASURES TO GUARD AGAINST VIRUSES OR OTHER DESTRUCTIVE ELEMENTS; THE CONTENT, ACCURACY, OPINIONS EXPRESSED AND OTHER LINKS PROVIDED BY THESE RESOURCES ARE NOT ENDORSED BY THE COMPANY.
IT IS YOUR SOLE RESPONSIBILITY TO ISOLATE SOFTWARE AND INFORMATION, EXECUTE ANTI-CONTAMINATION SOFTWARE AND OTHERWISE TAKE STEPS SO THAT SOFTWARE OR INFORMATION, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE USER’S INFORMATION OR SYSTEM.
THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND INFORMATION ON THE SITE IS TO STOP USING THE SITE.
IF THE FOREGOING DISCLAIMER OF LIABILITY IS HELD TO BE INVALID OR UNENFORCEABLE, YOU AGREE THAT THE MAXIMUM CUMULATIVE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE) AT ANY TIME SHALL BE THE LESSER OF 100USD OR THE AGGREGATE CUMULATIVE AMOUNT PAID BY YOU TO THE COMPANY UP TO AND INCLUDING THE TIME OF THE INCURRENCE OF THE LIABILITY, IF ANY, TO ACCESS THE SITE. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.
The Company reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you based on a third-party claim and, in that case, you agree to cooperate with Company in the defense of the matter.
7. Use of Links
8. Disclaimer Regarding Accuracy of Third-Party Information on this Site
The Company may provide information on this Site supplied by third parties. The Company does not endorse or independently verify the information provided by third parties, does not guarantee the accuracy, completeness, timeliness or correct sequencing of information, and assumes no responsibility for content displayed on this Site that a third party provides.
You are solely responsible for determining whether an investment, investment strategy, security or related transaction is appropriate for you or your clients based on you or your clients’ personal investment objectives, financial circumstances, and risk tolerance. The risk of investing in alternative securities, directly, or on behalf of a client can be substantial. Past performance is not necessarily indicative of future results.
All content on the Site is presented only as that information is available at the time of your access and may be superseded by subsequent circumstances. You are responsible for ensuring that the information you receive is timely information.
The Privacy Statement describes the type of information we collect when you access the Site, how we use it, and how it is protected. In addition, when you open an account using the Site, we may ask for your name, address, date of birth and other information that will allow us to identify you, as well as certain financial and background information. We may also ask to see your driver’s license or provide other identifying documents, and your permission to conduct credit or other background checks. We will share that information as described in the Privacy Statement.
10. Information Security and Data Privacy
The Company shall utilize reasonable technical and organizational controls that are designed to prevent unlawful or unauthorized access, use, alteration or disclosure of information user inputs into the System. The Company’s security measures are found on this Site and may be updated from time-to-time. Company has no responsibility for information that user stores outside of the Site.
Company does not have responsibility for the wireless and other networks used to access your account. The Company is not liable for the privacy and security of your wireless data. The Company is not responsible for your inability to access information or utilize Site functionality because of issues related with your computer or mobile device’s connectivity.
You are solely responsible for the security of your device and network and use and storage of information from the Site.
You are responsible for data security laws applicable to your business, including but not limited to, the European Union’s General Data Privacy Rights, the California Consumer Protection Act, Regulation S-P, and all other applicable state, federal, and international data security laws.
11. Registration and Account Creation
As part of the registration and account creation process necessary to obtain access to certain portions of the Site, you will select a username and a password. You will provide the Company with certain registration information, all of which must be accurate, truthful, and updated. You shall not: (i) select a username already used by another person; (ii) use a username in which another person has rights without the person’s authorization; or (iii) use a username or password that the Company, in its sole discretion, deems offensive or inappropriate. The Company reserves the right to deny creation of your account based on the Company’s inability to verify the authenticity of your registration information.
You shall be solely responsible for maintaining the confidentiality of your password. You shall immediately notify the Company of known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or bank account or other sensitive information by sending an email to firstname.lastname@example.org. You will cooperate with the Company in its investigation and follow up activity, including corrective action, following an unauthorized or fraudulent use of your account.
You are fully responsible for all usage and activity on your account, including, but not limited to, use of the account by any third party accessing your account under your username and password. It is your responsibility to review your transaction history on the Site to confirm authorized use. The use of your account by any individual under age eighteen (18) is strictly prohibited.
The Company can terminate your ability to use the Site or your account in its sole discretion.
12. Site Use Restrictions
Unauthorized use of the Site, including, but not limited to, unauthorized entry into the Site or misuse of any information is strictly prohibited. Specifically, you expressly agree that you shall not:
• use this Site in any manner that could damage, disable, overburden or impair any of Company site or service or interfere with any other party’s use and enjoyment of any Company site or service.
• attempt to gain unauthorized access to the Site or Company’s network through hacking, password mining or any other means.
• engage in activities using this Site or information from it that are contrary to applicable laws or regulations, including, without limitation, those governing, consumer and investor protection, anti-discrimination, and false advertising.
• violate third-party rights, including privacy rights, copyright, trademark, patent, trade secrets or other intellectual property or proprietary rights, including accessing without permission proprietary rights or Company’s information or information available through the Site.
• engage in harmful, threatening, abusive, sexually explicit, obscene, libelous, or other objectionable conduct.
• misrepresent your affiliation or relationships with another person, persons, or entity.
• use another person’s account.
• distribute viruses or other code that affects the Site or the software or hardware of the Company or Site users, including interrupting communication, destroying information, or limiting its functionality.
• reverse engineer, decompile, disassemble, or otherwise attempt to discover the Site’s source code.
• rent, lease, sublicense, sell, assign, or otherwise transfer rights in or to the Site, including duplicates, or derivative works of the Site.
• remove notices or labels on the Site.
• intentionally use, post, transmit, or introduce any device, software, or routine which interferes or attempts to interfere with operation of the Site.
• utilizing database or screen scraping to capture information outside the Site’s intended reporting capabilities.
• link the Site to or from any website containing content that is in the Company’s sole discretion profane, obscene, or inappropriate.
• engage in data mining, deep link, page scrape or use bots/spiders or similar data gathering and extraction tools or methods in connection with this Site.
• attempt to circumvent the Site’s security features.
• probe, scan, or test the vulnerability of the Site or any network connected to the Site or breach the security or other authentication measures on the Site or any network connected to the Site.
• use the Site in a fraudulent manner.
13. Governing Jurisdiction
14. Copyright and Trademark Information
All content and material, including, but not limited to documents, designs, logos, graphics, artwork, images, photographs, audio clips, video clips, databases, text, HTML and other material on the Site, including the selection and arrangement and look and feel of the Site, copyrights, trademarks, service marks and tradenames (collectively, the “IP Content”) is (as between the User and the Company its clients) the sole property of the Company and its clients unless otherwise indicated, and is legally protected under U.S. federal and state, as well as foreign, laws, regulations and treaties, including applicable copyright, trademark and other intellectual property laws.
Except as otherwise explicitly agreed in writing, the content available on this Site may only be downloaded, displayed, reformatted and printed for the Sites intended uses, provided that (a) you do not modify the IP Content; (b) you retain any and all copyright and other proprietary notices contained in the IP Content; and (c) you do not copy, post, distribute or transmit the IP Content on any other Site or via any network computer, or broadcast the IP Content in any media. You may not reproduce, retransmit, distribute, disseminate, sell, publish, frame, broadcast or circulate the content available on this Site to anyone, including but not limited to, others in the same company or organization, without the Company’s express prior written consent.
The Company retains the right, at its sole discretion, to terminate any User accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, then Company reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.
Company may use suggestions for modifications and improvements from you about the Site and derivatives (“Suggestions”) in its discretion and Suggestions that Company incorporates in the System or Services and derivatives, whether under this Agreement or not, are Company IP.
15. Notification of Claimed Copyright Infringement
Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, the Company designates the following individual as its agent for receipt of notifications of claimed copyright infringement:
244 5th Avenue, Suite R260
New York, NY, 1001
By Telephone: 917-719-1360
By Email: email@example.com
16. License Grant (Registered Investment Advisors Only)
If the User is a Registered Investment Advisor, or an Investment Advisor Representative of a Registered Investment Advisor, User will provide license to Company for use of its logo in connection with placing orders through the Site and will fully indemnify Company for all claims arising from use of User’s logo as set forth in Section 5.