Equity Risk Sciences, Inc, and its affiliates (collectively, “Equity Risk Sciences” or “ERS”) provide a variety of products, services and data that may be made available through the web sites (like www.equityrisksciences.com), software tools, printed publications, and other means (collectively, “ERS Services”). THE TERMS OF THIS AGREEMENT GOVERN YOUR ACCESS TO AND USE OF THE ERS SERVICES AND THEIR CONTENT, INCLUDING BUT NOT LIMITED TO, THE DATA, RANKING SYSTEMS AND SOFTWARE PROVIDED WITHIN THE ERS SERVICES.
YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS AND ALL OTHER AGREEMENTS IS A CONDITION TO YOUR RIGHT TO ACCESS AND USE THE ERS SERVICES. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OR OTHER AGREEMENTS WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE ERS SERVICES AND YOU WILL BE FULLY LIABLE FOR CLAIMS AND CAUSES ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SITE AFTER SUCH BREACH. UNAUTHORIZED USE OF THE ERS SERVICES, INCLUDING BUT NOT LIMITED TO MISUSE OF PASSWORDS OR POSTED INFORMATION, IS STRICTLY PROHIBITED.
1 – Use Content At User’s Own Risk. The ERS Services include a variety of information and tools, including certain rankings, financial information and explanatory information related to publicly traded equities and investment vehicles, including common stock, options, convertibles, bonds and mutual funds, as well as other content, software, media, and services (collectively, the “Content”). Your use of the Content is entirely at your own risk and it is your sole responsibility to evaluate the accuracy, completeness and usefulness of the Content.
2 – No Warranty. The ERS Services and all Content are provided “as is” and on an “as available” basis without warranties of any kind, either expressed or implied, including without limitation warranties of merchantability or fitness for a particular purpose. Neither Equity Risk Sciences nor any of its Licensors, suppliers or vendors warrants that the ERS Services and Content will be accurate, complete, uninterrupted, error free or free of viruses, worms, or other harmful components.
3 – Limitation of Liability. Under no circumstances shall Equity Risk Sciences, its Licensors, suppliers, vendors, agents and its officers, directors, employees be liable for any direct, indirect, incidental, special, punitive or consequential damages that result in any way from your use of any ERS Services, your use, non-use or reliance upon the Content, or that result from mistakes, omissions, interruptions or deletions of files, errors or defects in the ERS Services or Content, delays in operation, transmission or failure of performance, whether or not such damages might have been foreseeable. If you are dissatisfied with any of the ERS Services or Content, or with any of the terms and conditions, your sole and exclusive remedy is to discontinue using the Web Site(s).
4 – Sub-licensing and Other Distribution Prohibited. The ERS Services and Content is provided only for professional use by one Professional or Institutional Client. All forms of sub-licensing, reselling, republication or other form of distribution, including internet posting, electronic mailing, faxing, archiving in a public database, redistributing via a computer network, or in a printed form, to other parties of any ERS Services or Content, including username and password information, are strictly prohibited.
5 – Ownership of Materials on Website. Equity Risk Sciences and its Licensors, suppliers, and assignees are the sole and exclusive owners of all right, title and interest, including trademarks, copyrights, patents, trade names, trade secrets and other intellectual property rights, in the Content. All rights are reserved. You may make one offline copy of the Content for your own personal use; however, you may not otherwise copy, modify, adapt, reproduce, republish, download, translate, reverse engineer, decompile, disassemble, distribute, sublicense, assign or use any aspect of the ERS Services or Content except as expressly provided in this agreement. Equity Risk Sciences and the Equity Risk Sciences Logo are trademarks or registered trademarks of Equity Risk Sciences, Inc. and/or its affiliates in the United States and other countries (“Equity Risk Sciences Trademarks”). All other brands and names are the property of their respective owners. You may not use, adopt or attempt to register anywhere in the world, whether alone or together with any other mark, symbol, or name, any trade name or mark or service name or mark that is similar or confusingly similar to the Equity Risk Sciences Trademarks.
6 – Governing Law. This agreement shall for all purposes be governed, interpreted, construed and enforced solely and exclusively in accordance with the law of the State of Rhode Island, USA (excluding its law of conflict of laws). You hereby agree that the courts located in the State and County of Rhode Island, USA shall constitute the sole and exclusive forum for the resolution of any and all disputes arising out of or relating to this agreement or its subject matter and you hereby consent to the jurisdiction and venue of such courts and irrevocably waive any objections thereto, including on grounds of forum non conveniens. You agree to comply with all applicable laws, including those regarding the accessing and exporting of data.
7 – Limited Right to Use. Equity Risk Sciences grants you a limited right to use the ERS Services and Content. Your right to use the ERS Services and Content is subject to your agreement to abide by these Terms and Conditions. Equity Risk Sciences may deny you access to all or part of the ERS Services or Content without notice if you engage in any conduct or activities that Equity Risk Sciences, in its sole discretion, believes violates applicable law or any term of this agreement.
8 – Indemnification. You agree to defend, indemnify and hold Equity Risk Sciences, Inc, its affiliates, their suppliers, Licensors, contractors and agents, and their respective officers, directors, shareholders, and employees harmless from any and all claims (including, but not limited to, claims for defamation, trade disparagement, privacy and intellectual property infringement), damages, liabilities, costs and expenses, including reasonable attorneys’ fees, arising from or related to (a) any violation of this agreement or any use of the ERS Services and Content by you or authorized users of your account, or (b) Equity Risk Sciences’ use of any content or information you provide.
9 – User’s Representations and Warranties. You represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms and Conditions; (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms and Conditions; (iii) your use of the ERS Services and Content is in compliance with law; and (iv) you will not interfere with or delete any ERS Services and Content.
10 – Severability. In the event that any portion of this agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable laws as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect.
11 – Waiver. Equity Risk Sciences’ failure to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this agreement. The failure of Equity Risk Sciences to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Equity Risk Sciences’ rights with respect to such breach or any subsequent breaches.
12 – Third Party Websites. The Web Sites may contain electronic hyperlinks to other third-party web sites. Equity Risk Sciences offers these hyperlinks as an accommodation to you and other users, but does not make any representations with respect to the accuracy, quality or suitability of the content provided on web sites located through such hyperlinks, nor are we responsible for the practices of such other sites and sponsoring companies. When you leave our Web Sites by means of a hyperlink, you are subjecting yourself to policies and practices employed by the operators of the other web sites.
13 – Web Site Security. Equity Risk Sciences makes no warranty whatsoever to you, express or implied, regarding the security of the ERS Services, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through this service.
You may not violate or attempt to violate the security of the ERS Services. Tampering with any portion of the ERS Services, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the ERS Services, whether or not through the use of agents, are prohibited and constitute a breach of these Terms and Conditions. You are prohibited from violating or attempting to violate the security of the ERS Services, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, any password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to any ERS Services, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (e) sending unsolicited email, including promotions and/or advertising of products or services; (f) forging any TCP/IP packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the ERS Services other than the search engine and search agents available within the ERS Services and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software; (i) removing any notices, warnings, labels, annotations or instructions from any portion of the ERS Services and Content or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or (j) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the ERS Services.
Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may be a violation of law. Equity Risk Sciences may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the ERS Services if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread of, a virus, security breach or system malfunction.
14 – Services Availability. Equity Risk Sciences strives to keep the ERS Services available on a continuous basis. You acknowledge that the Web Sites may be occasionally unavailable due to such periodic maintenance or to other unexpected interruptions, and Equity Risk Sciences is not responsible for inaccessibility during such downtimes.
15 – Updates. Equity Risk Sciences may modify the ERS Services and Content or this Agreement at any time by notifying you of the change in writing or electronically (including without limitation, by posting a notice on the Web Sites that the terms have been “updated”). You signify that you agree to be bound by such changes by using the ERS Services after changes are made to this Agreement. Equity Risk Sciences makes no guarantee that the Content offered through any ERS Services will remain available for any specific period of time.
16 – Fees and Charges. You agree to pay the subscription fees and any other charges incurred in connection with your user name and password (including any applicable taxes) at the rates in effect when the charges were incurred. Subscription fees will be billed at the beginning of your subscription or any renewal. Unless we state in writing otherwise, all fees and charges are nonrefundable. We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance.