In consideration of R. W. Pressprich & Co. Inc. (including its affiliated companies, collectively, “R. W. Pressprich,” “we,” “us” or “our”) providing you access to our Internet website (“Site”) and the information, documents, research reports, data, features, functionalities and other materials on our Internet website (collectively, and as such may be revised from time to time by us, the “Content”), you (which term, as used herein, includes you personally and the company or other organization on whose behalf we grant you access to the Site) hereby agree to the following terms and conditions (this “Agreement”).
1. NO INVESTMENT ADVICE, OFFER OR SOLICITATION; SUITABILITY AND COMPLIANCE WITH LAW
You acknowledge that the Site and the information available on the Site is for informational purposes only and does not constitute investment advice or an offer to sell or a solicitation of an offer to buy any security, other investment (including futures, options, and foreign exchange) or investment service which may be referred to in the Site. You also acknowledge that not all securities, other investments or investment strategies are suitable for or are eligible to be offered to all investors. If you have any questions about any security, other investment, investment strategy or investment service, we urge you contact your R. W. Pressprich Account Executive.
- Although the Site may include material about securities and other investments generally, as well as research relating to specific securities or other investments, such material and reports are not, and you should not construe them to be, an offer or solicitation of any kind whatsoever. We are not providing investment advice through the Site and we do not represent that any securities, other investment or investment strategies are suitable for you. In fact, such securities, other information or investment strategies may not be suitable for you.
- You agree to make your own independent evaluation of the investment merits and suitability for you of any such securities or other investment or investment strategy.
- You agree not to use the Site or its Content as tax, legal or accounting advice.
- Transmission or use of the Site or its Content in violation of this Agreement, or any applicable law, rule or regulation (whether of the United States or other countries), or the rights of any third party is prohibited. This includes copyrighted material, material which is defamatory, threatening, obscene, lewd and indecent, material protected by trademark, trade secret, or patent laws, or material that results in an invasion of privacy.
2. NO OBLIGATION TO KEEP INFORMATION CURRENT
The Content reflects the respective authors' analyses as of the Content's initial publication date. We are not under any obligation to update such Content to reflect circumstances that may occur after its initial publication date. Due to legal restrictions or other reasons, we may not update any Content to take into account material changes or new information.
3. BLUE SKY AND FOREIGN LAWS
The Site may include Content regarding securities and other investments, some of which may not be qualified for sale in certain states or countries, and therefore, may not be offered to investors in such states or countries. None of the securities or other investments referred to in the Site is available to persons resident in any jurisdiction where such availability or distribution would be contrary to local law or regulation.
- Although the substance of, and the information underlying the opinions and recommendations expressed in, the Content has been obtained from sources believed at the time such information is initially published to be reliable, the accuracy, timeliness and completeness of such information, the underlying data or the computations based thereon cannot be guaranteed.
- We do not review, and assume no responsibility for, the Content received from, or created by, any third parties, including news, research, and other data.
- We may, to the extent permitted by law, act upon or use the Content, or the research or analysis on which such Content is based, before the Content is made available on the Site.
- Our employees may have positions and effect transactions in the securities of the issuers mentioned therein.
- The value and income of any of the securities or financial instruments mentioned in the Site can decrease as well as increase. Past performance should not be taken as an indication of guarantee of future performance.
- Foreign currency denominated securities and financial instruments are subject to fluctuations in exchange rates that may have a positive or adverse effect on the value, price or income of such securities or financial instruments.
- Structured securities and many municipal securities are complex, often illiquid, instruments, typically involve a high degree of risk and are intended for sale only to sophisticated investors who are capable of understanding and assuming the risks involved.
- Neither this Site nor its Content has been approved by any governmental agency or instrumentality or self-regulatory organization.
5. USER CODES
- In connection with your use of or access to the Site, we from time to time may provide you with user names, passwords and/or other unique identifiers (“User Codes”).
- The User Codes are for your personal use only.
- You are responsible for the security and confidentiality of your User Codes, and agree not to disclose them to any third party, including any other employee in your organization (if applicable).
- You are responsible for all information provided and any Transactions, acts or omissions that occur while your User Codes are being used. We are not responsible for any breach of security caused by your failure to maintain the confidentiality and security of your User Codes.
- You agree to notify us immediately in the event of loss, theft or disclosure of any or all of your User Codes, or if you believe the confidentiality or security of any or all of your User Codes has been compromised in any way, or in the event of your learning about a possible or actual unauthorized access to and/or use of the Site.
- We reserve the right to revoke or modify your User Codes at any time without prior notice.
6. CONSENT TO RECORDING/MONITORING
You consent to our recording, retention and use of all information and data that you input or otherwise communicate during your access to and/or use of the Site or through any e-mail to or from us and any other electronic communication means and the transmittal of the same to our affiliates, subsidiaries, branches and third parties for execution, processing, database maintenance, record keeping or any other use in accordance with customary practices, policies and procedures applicable in the United States . In addition, we may disclose such information to the extent that we determine in good faith to be required by any applicable laws, rules or regulations or order or in enforcement of our rights or the defense of claims. We expressly reserve the right to monitor any and all use of the Site.
In the event you use the Site or the links included on the Site to gain access to a World Wide Web site or an Internet location or a source of information of any company, organization or person other than R. W. Pressprich, or to any other Internet location, you acknowledge that such other sites or locations are not under our control and agree that we will not be responsible for any information or other links found at any such World Wide Web site or Internet location or source of information, or for your use of such information. We provide such links only as a convenience to you, and have not tested any software or verified any information found at such sites. The fact that we have provided a link to another site does not signify our endorsement of the site or its contents. There are inherent risks in the use of any software or information found on the Internet, and you acknowledge that you understand these risks before making any access to and/or use of the Site.
8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE SITE, ITS RELATED FUNCTIONALITIES (INCLUDING, BUT NOT LIMITED TO, TRANSACTIONS) AND CONTENT, AND ANY SOFTWARE OFFERED TO YOU THROUGH R. W. PRESSPRICH OR A THIRD PARTY WEBSITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. R. W. PRESSPRICH AND OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTROL PERSONS, VENDORS, LICENSORS AND AGENTS, AS WELL AS ANY THIRD PARTY PROVIDERS, DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TIMELINESS AND ERROR-FREE UNINTERRUPTED SERVICES.
AS TO THE OPERATION OF THE SITE, R. W. PRESSPRICH AND OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTROL PERSONS, VENDORS, LICENSORS AND AGENTS, AS WELL AS ANY THIRD PARTY PROVIDERS MAKE NO WARRANTY THAT (i) THE OPERATION OF THE SITE WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE SITE WILL BE UNINTERRUPTED, (iii) THE RESULTS THAT YOU MAY OBTAIN FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, OR (iv) DEFECTS WILL BE CORRECTED. YOU (AND NOT R. W. PRESSPRICH) ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR, OR CORRECTION THAT MAY BE NECESSARY FOR YOUR COMPUTER EQUIPMENT AND SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS YOU MAY HAVE AS A RESULT OF VISITING THE SITE.
TO THE EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, ALL CONTENT ACCESSIBLE ON THE SITE, OR ANY OTHER LOCATION TO WHICH WE LINK, AND ALL OPERATIONS ON THE SITE ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.
IN USING THE SITE, YOU SPECIFICALLY AGREE THAT YOU WILL NOT HOLD R. W. PRESSPRICH OR OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTROL PERSONS, VENDORS, LICENSORS AND AGENTS, AS WELL AS ANY THIRD PARTY PROVIDERS LIABLE TO YOU OR ANY PARTY FOR ANY DAMAGES OR INJURY OR LOSS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR ITS CONTENT (OR ANY OTHER LINKED SITE OR LOCATION), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE ON THE SITE (OR ANY OTHER LINKED SITE OR LOCATION). R. W. PRESSPRICH AND OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTROL PERSONS, VENDORS, LICENSORS AND AGENTS, AS WELL AS ANY THIRD PARTY PROVIDERS WILL NOT BE LIABLE EVEN IF ADVISED ON THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE BUT ARE NOT LIMITED TO DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUS OR OTHER HARMFUL COMPONENT.
You hereby indemnify and hold harmless R. W. Pressprich and our directors, officers, employees, control persons, vendors, licensors and agents, from and against any and all claims, actions, proceedings, obligations, penalties, losses, liabilities, damages, costs and expenses (including reasonable legal and other professional fees and costs) directly or indirectly arising out of or related to
(i) your breach of any agreements, representations and warranties contained in this Agreement,
(ii) your access to and/or use of the Site and/or its Content,
(iii) your access to and/or use of the Site and/or its Content in violation of any of our rights or the rights of any third party, including copyright, patent, trade secret, trademark, or other intellectual property rights and publicity and privacy rights,
(iv) your access to and/or use of the Site and/or its Content in violation of any applicable law, rule or regulation, or
(v) your failure to maintain the security and confidentiality of your User Codes in accordance with this Agreement.
10. LOCATION; GOVERNING LAW
The Site is published in the United States . You agree that any access to or use of the Site or its Content will be deemed to be entirely at our facility in New York City, under and subject to applicable New York State and United States Federal law, rules and regulations, to the same extent as if you were to physically come to our office in New York and, without assistance or solicitation, copy material contained in our library. This Agreement and all the terms herein will be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of law. If for any reason the arbitration provisions described below do not apply or are waived, then any such controversy will be submitted exclusively to Federal or state courts in the State of New York . You consent to personal jurisdiction in any applicable court for purposes of any such litigation. Any right to trial by jury with respect to any claim or action is hereby waived by all parties to this Agreement.
We may, at any time and for any reason, with or without prior notice to you
(a) modify or discontinue, in whole or in part, any portion of the Site and/or your access to the Site,
(b) limit the number or value of your Transactions,
(c) change the terms and conditions of your use of the Site's securities trading capabilities,
(d) prohibit or restrict your access to and use of the Site's securities trading capabilities, and
(e) modify this Agreement at any time upon written notice or posting to the Site. Your access to and use of the Site is subject to compliance with all terms and conditions set forth in this Agreement and your Customer Agreement. This Agreement (as may be revised from time to time as described herein), however, is irrevocable and will survive the termination of your Customer Agreement, your access to, and use of, the Site, and your account with us. You agree that if you use the Site and/or its Contents after such notification of changes in the Agreement, you will be bound by all such changes.
12. FORCE MAJEURE.
R. W. Pressprich and our directors, officers, employees, control persons, vendors, licensors and agents are not liable for losses caused directly or indirectly by any of our non-performance as a result of events beyond our control including natural disasters, acts of God, war, terrorism actions or decrees of governmental bodies, exchange or market rulings, failure of communication lines or utility systems, equipment and systems failures, unauthorized access, and theft (each, a “Force Majeure Event”). All of our obligations with respect to the effected elements under this Agreement will be suspended for the duration of such Force Majeure Event.