Effective Date: March 1, 2013
Last updated: September 1, 2013
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES.
This Terms of Service is a binding agreement (“Agreement”) between Provider and you. You may only use the Services if you can form a binding contract with Provider. This Agreement governs your use of the Services, including, without limitation, all content such as text, information, images, other content, software and other information, services and materials provided by Provider (collectively, the “Materials”) and all information made available to you or by you through the Services by Provider and/or third parties.
1. SECURITIES DISCLAIMER
Nothing in the Services shall be considered a solicitation to purchase securities or a recommendation that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person. In addition, none of the Company, its employees, contractors or agents, authors, or any of their affiliates are advising you personally concerning the nature, potential, value or suitability of any particular security, portfolio of securities, transaction, investment strategy or other matter. We do not conduct adequate factual review or due diligence of possible investment options to provide investment advice. We do not, and cannot, predict the performance or price movement of any security. We also do not, and cannot, guarantee that any Content (as defined below) is true, correct, complete or viable.
To the extent that any of the Materials may be deemed to be investment advice or recommendations in connection with a particular security, such information is impersonal and not tailored to the investment needs of any specific person. You understand that an investment in any security is subject to a number of risks, and that discussions of any security published through the Services will not contain a list or description of relevant risk factors.
You understand that the Services may contain opinions from time to time with regard to securities mentioned in other Content items, and that opinions may differ as between Content items. Furthermore, while trading and ethics policies instituted by the Company are intended to prevent bias or conflicts involving authors of Content and the securities written about, you understand and agree that at the time of any transaction that you make, one or more authors or their affiliates may have a position in the securities written about. We are not responsible for reviewing the trading accounts of Content authors to verify that they are complying with our trading and ethics policy.
We are not responsible for User Submissions (as defined below), which may or may not reflect biases or conflicts of interest.
You understand that performance data is supplied by sources believed to be reliable, but over which we do not exercise control. Neither the Company nor its data providers shall be responsible for any errors or omissions related to securities data presented through the Services.
All content on the Services is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.
Trading in securities involves risk and volatility. Past results are not necessarily indicative of future performance.
2. OWNERSHIP OF MATERIALS
The Services and the content contained herein, as well as all copyrights, including without limitation, the text, documents, articles, products, software, graphics, photos, sounds, videos, interactive features, services, links, User Submissions (as defined below) and any other content on the Services (collectively, the “Content”) and the trademarks, service marks and logos contained therein (collectively with the Content, the “Materials”) are the property of Company and Company’s third-party licensors or providers, as applicable. You may access and use the Content, and download and/or print out copies of any content from the Site, solely for your personal, non-commercial use. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. If you are interested in reprinting, republishing or distributing Content, or using Content for commercial purposes, please contact Market Realist to obtain our prior written consent.
You acknowledge that you do not acquire any ownership rights by using the Services. The Company reserves all rights not expressly granted in and to the Services.
Market Realist™ is a trademark and/or service mark of the Company. All other trademarks, service marks, and logos used on our web sites are the trademarks, service marks, or logos of their respective owners.
3. USE LICENSE
Any unauthorized use of any Materials may violate patent, copyright, trademark, and other laws. Any use of the Services shall be considered a limited use license, not a transfer of title, and is subject to the following restrictions: you may not, without the prior written consent of the Company: (a) modify the Materials or use them for any commercial purpose, or any public display, performance, sale or rental, in each case other than in connection with ordinary and customary use of the Services; (b) decompile, reverse engineer, disassemble or make derivative works of the Materials; (c) remove any confidentiality, privacy, patent, copyright, trademark or other proprietary notices from the Materials; (d) transfer the Materials to another person or entity in each case in a manner inconsistent with this Agreement.
You agree not to use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Materials, and you agree to aid in preventing any unauthorized copying of the Materials.
4. TERMINATION OF THIS USE LICENSE
Provider may terminate this use license at any time if you are in breach of the terms of this Agreement. Upon termination, you will immediately destroy any Materials in your possession, if any, and cease use of the Services. Provider reserves the right to discontinue or make changes to the Services and/or Materials at any time, without notice.
5. QUALIFICATION FOR USE AND ACCESS
To use any Materials or the Services, you must be at least 13 years of age. Prior to the use of the Services. If you are under the age of 18, you may not use the Services, or register as a user of the Services, except with the involvement and verifiable consent of your parent or legal guardian.
Providing personal information beyond what is required at registration is entirely optional. Provider is not responsible for any loss, damage, or injury sustained as a result of Your voluntary disclosure of personal information in connection with your use of the Services, and you agree to hold Provider harmless for such loss, damage or injury.
You are solely responsible for: (1) maintaining the strict confidentiality of your login credentials and any other information used to access the Services (collectively, “ID(s)”); (2) not allowing another person to use your IDs to access the Services; and (3) promptly informing Provider of (i) any suspected or unauthorized use of your IDs, (ii) the intentional or inadvertent disclosure of your IDs, or (iii) any other need to deactivate an ID due to potential or actual security concerns. Provider is not liable for any harm related to the theft of your ID, your intentional or inadvertent disclosure of your ID, or your authorization to allow another person or entity to access and use the Services using your ID. You agree to indemnify Provider for any damages or losses that may be incurred or suffered by any party, including but not limited to Provider and the other users of the Services, as a result of you or your failure to maintain the strict confidentiality of your IDs.
7. GENERAL DISCLAIMERS
Because some jurisdictions may not permit each of these disclaimers and limitations, some or all of these limitations may not apply to you. Provider does not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the Materials or the Services. Provider may make changes to the Materials, or to the Services, at any time without notice. Provider makes no commitment to update the Materials. Any description of Materials is not a representation that any such Materials are available for distribution in your location.
8. LIMITATION OF LIABILITY
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, PROVIDER SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND PROVIDER AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT PAID TO PROVIDER BY YOU FOR USE OF THE SERVICES IN THE NINETY (90) DAYS PRIOR TO THE DATE ON WHICH ANY SUCH LIABILITY FIRST AROSE. YOU AND PROVIDER AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND PROVIDER. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, PROVIDER WOULD NOT PROVIDE ACCESS TO THE SERVICES TO YOU.
You agree to defend, indemnify and hold Provider, its employees and agents harmless against any losses, expenses, costs or damages (including Provider’s reasonable attorneys’ fees, expert fees and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) your breach of this Agreement, (2) your unauthorized or unlawful use of the Services and/or the Materials, and/or (3) the unauthorized or unlawful use of the Services by any other person using your ID.
10. USER SUBMISSIONS
Any material, information or other communication (“Communications”) you transmit or post in connection with the Services (“User Submissions”) will be considered non-confidential and non-proprietary. Provider will have no obligations with respect to the Communications. You remain solely responsible for your Communications.
BY POSTING OR TRANSMITTING COMMUNICATIONS TO THE SITE, YOU GRANT AN IRREVOCABLE, NON-EXCLUSIVE LICENSE TO PROVIDER TO USE, IN CONNECTION WITH THE PROVISION AND MARKETING OF THE SERVICES AND FOR ANY OTHER LEGITIMATE PURPOSE, COPY, DISCLOSE, SELL, DISTRIBUTE, PERFORM, INCORPORATE AND OTHERWISE USE THE COMMUNICATIONS AND ALL DATA, IMAGES, SOUNDS, TEXT, AND OTHER THINGS EMBODIED THEREIN FOR ANY AND ALL COMMERCIAL OR NON-COMMERCIAL PURPOSES TO THE EXTENT PERMITTED BY APPLICABLE LAW.
If for any reason the transfer of copyright rights set forth above shall be found to be invalid or unenforceable, then, by posting or transmitting Communications in connection with the Services, you grant Provider and its designees an irrevocable license to use for any purpose, copy, disclose, sell, distribute, perform, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes to the extent permitted by applicable law. Provider shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products and services incorporating such information.
You are prohibited from posting or transmitting through the Services any unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law in the United States or in the country in which you are located, including but not limited to copyright law. Any attempt to obtain unauthorized access or to exceed authorized access to the Services shall be considered trespass and computer fraud and abuse, punishable under state and federal laws.
You are also prohibited from posting or transmitting any viruses or other malicious code through the Services, or otherwise interfering with, or attempting to interfere with, the provision of the Services by Provider, or the use of the Services by others. For the avoidance of doubt, and in furtherance of the foregoing, you shall not plant malware on Provider’s computer systems or on servers used or maintained by or for the benefit of Provider.
Provider reserves the right to remove any User Submissions from the Site in its sole and absolute discretion.
11. COOPERATION WITH GOVERNMENT AUTHORITIES
If necessary and in accordance with applicable law, Provider will cooperate with local, state, federal, international and/or worldwide government authorities to protect the Services, Provider and Provider’s employees and agents in order to: (1) prevent unauthorized use of the Services; and/or (2) comply with any requirements of law or judicial process that are applicable to Provider.
12. LINKS TO OTHER MATERIALS
Other websites linked to from the Services are not necessarily under the control of Provider and Provider is not responsible for, nor does it certify, the content of any linked site or any link contained in a non-affiliated linked site. Provider reserves the right to terminate any link or linking program at any time. The inclusion or omission of links in the Services is not intended to endorse any particular companies or products. If you decide to access any of the third party sites linked to within the Services, you do so entirely at your own risk. Any links to any portion of the Services shall be the responsibility of the linking party, and Provider shall not be responsible for notification of any change in name or location of any information of the Services. Provider reserves the right to request any web site administrator to disable or remove any link that violates any rights of Provider or causes interruption or deterioration of Materials provided by Provider. Failure to abide by this request shall be dealt with as provided in this section.
13. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Provider’s copyright agent the written information specified below:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the Site;
- your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law (including but not limited to authorization as a “fair use” under 17 U.S.C. § 107);
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please note that this procedure is exclusively for notifying Provider that your copyrighted material has been infringed. Provider’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:
Market Realist, Inc.
New York, NY 10013
14. APPLICABLE LAWS
The Services are controlled by Provider from its offices within the State of New York. Provider makes no representation that Materials in the Services are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of United States export laws or regulations. Any claim relating to the Materials shall be governed by the internal substantive laws of the State of New York.
15. DISPUTE RESOLUTION
Any dispute between Provider and you arising out of this Agreement shall be resolved first by direct communication with one or more of Provider’s team members. Should Provider and you be unable to resolve the dispute by communication and both you and Provider jointly agree to do so, Provider or you may submit any dispute arising out of or relating to this Agreement, or the breach thereof, to final and binding arbitration administered by the American Arbitration Association nearest the place of Provider’s main offices and pursuant to New York law. The arbitrator shall fully implement the intent and purposes of this Agreement and indemnify non-breaching parties for and hold them harmless from all losses, costs, and expenses (including costs of arbitration and reasonable attorneys’ fees) resulting from any breach or from defending against any allegations of a breach determined to be unfounded.
16. ENTIRE AGREEMENT AND AMENDMENT OF AGREEMENT
Your right to access and use the Services and/or Materials immediately terminates without further notice upon your breach of this Agreement. Provider may terminate this Agreement and/or your right to use the Services at any time, with or without cause. Your obligations under this Agreement shall survive the expiration or termination of this Agreement for any reason whatsoever.
Provider may assign this Agreement, in whole or in part, in its sole discretion. You may not assign your rights under this Agreement without Provider’s prior written permission. Any attempt by you to assign your rights under this Agreement without Provider’s permission shall be void and non-binding on Provider.
19. WAIVER OF BREACH
Any failure to enforce any term or provision of this Agreement shall not be deemed a waiver of that or any other breach of that or any other term or provision of this Agreement. In addition, any failure to enforce any term or provision of this Agreement shall not constitute a waiver of a future breach of that or any other term or provision of this Agreement.
20. FORCE MAJEURE
Provider shall not be liable for any failure or unavailability of the Services and/or the Materials or failure by Provider to perform a transaction as a result of strikes, lockouts, calamities, acts of God, unavailability of suppliers, the loss or destruction of data, the deletion or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, acts or omissions of civil or military authority, war, terrorism or any other event beyond Provider’s control.
You agree that, where Provider is required to provide you with notice under this agreement, acceptable and sufficient forms of notice include, but are not necessarily limited to, the following:
(1) e-mail to the most recent e-mail address that you have provided to Provider, regardless of the current status of that e-mail address; or
(2) written communication delivered by first class U.S. mail to the most recent physical address that you have provided to Provider, if applicable.
You accept sole responsibility for providing us with notice of changes to your e-mail address and/or your physical address.
Except as otherwise set forth above, you may give notice to Provider at any time via our Contact page, or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:
Market Realist Inc.
New York, NY 10012
Attn: User Registration
The headings of articles and sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
If any provision of this Agreement shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances.