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1. Site Ownership and Operation ICLUBcentral owns and operates the Site. Through the Site, ICLUBcentral provides you with access to a collection of online resources designed to enable you to create, administer, and participate in investment clubs. 2. Privacy Your privacy is of great importance to ICLUBcentral. All information gathered about you and your investment club members related to your use of the Site and the ICLUBcentral Services will be governed by the ICLUBcentral Privacy Policy, available at: www.iclub.com/privacy.html 3. Your Access In order to use the Site and the ICLUBcentral Services, you will be assigned a user identification ("User ID") and password (your "Password"). You are responsible for all activity occurring through the use of your Password. In addition, you are responsible for keeping your User ID and Password confidential and you agree not to disclose your User ID or Password to others. You agree to notify ICLUBcentral immediately of the actual or suspected unauthorized use, unauthorized disclosure, or theft of your Password. You agree that ICLUBcentral is not responsible for any loss to you arising from your breach of your responsibilities hereunder. You must be at least eighteen years of age to access the ICLUBcentral Services. You represent and warrant that you have been authorized by each member of your investment club (each, an "Investment Club Member") to execute this Agreement on their behalf and to bind them to the terms and conditions hereof. 4. Information You Provide You are responsible for the accuracy, timeliness, and completeness of all information provided to ICLUBcentral in connection with your use of the Site and any ICLUBcentral Services. ICLUBcentral is not responsible for any claims relating to any inaccurate, untimely or incomplete information you provide to ICLUBcentral. You represent and warrant that you are the owner or a licensee or otherwise have the right to provide any information or materials (including pre-existing materials) that you post or transmit for use in public areas on the Site (including without limitation posting on discussion boards or placing in announcements) (collectively, "Public Areas"). You hereby grant ICLUBcentral an irrevocable, royalty free, non-exclusive worldwide license to use, copy, display, create derivative works from, and distribute any information or materials you post on Public Areas. As set forth in the Privacy Policy, any submissions to Public Areas will be public and ICLUBcentral will not be responsible for the action of other users of the Site with respect to any information or materials you post in Public Areas. 5. Permitted Use You may make a single copy of pages from the Site on your hard drive or in print for your own personal, non-commercial use, provided that you do not alter or remove any copyright, trademark, or other proprietary notice contained in the copy. 6. Your Conduct You agree not to use the Site, or any links to or access to any other websites from the Site, to: a. resell or transfer any ICLUBcentral Services or use or access to the ICLUBcentral Services; or b. restrict or inhibit any other user from using and enjoying the Site or interfere or invade the privacy of other users of the Site or any third parties; or c. impersonate, or otherwise misrepresent your affiliation with any other person or entity; or d. modify, falsify, or delete any attributions, legends, marks, notices, or any other proprietary designation of the origin or source of any material (including content) appearing on the Site; or e. post or transmit any information or software which contains a virus, Trojan horse, worm or other harmful component; or f. copy, post, publish, transmit, reproduce, modify, create derivative works of, distribute or in any way exploit any information, content, software, component or other material obtained through the Site or any ICLUBcentral Services (other than as expressly permitted in Section 5 of these Terms of Service); or g. reverse engineer, decompile, disassemble or decode the Site, or otherwise derive or attempt to derive any source code or algorithms from the Site; or h. post or transmit information, content, software, components or other material onto the Site or ICLUBcentral Services which will infringe the intellectual property rights or other proprietary rights, of any third party; or i. post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability; or j. post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes (other than to your Investment Club Members) or other unsolicited commercial communication (except as otherwise expressly permitted by ICLUBcentral) or engage in spamming or flooding; or k. stalk or harass another user; or l. collect or store data about another user; or m. attempt to use any other user's User ID or Password; or n. attempt to transmit to the Site electronic mail messages that could impair or interfere with the operations of ICLUBcentral or the Site; or o. violate or facilitate any violation of any applicable local, state, federal, or international law, statute, regulation, code, or ordinance; or p. use the ICLUBcentral Services to send or post on any place on the Site any message that includes the unauthorized posting of material, non-public information about companies, an offer to buy or sell any security that violates applicable securities law, including the regulations of governmental agencies including, without limitation the U.S. Securities and Exchange Commission, or that violates the rules of any national or other securities exchange, including without limitation the New York Stock Exchange and the NASDAQ. Any conduct by you that violates any of the above obligations or is in any way contrary to these Terms Of Service may result in the suspension or termination of your access to the Site or to any of the ICLUBcentral Services, at the sole discretion of ICLUBcentral, in addition to any other remedies set forth herein or otherwise applicable in law or equity.7. Monitoring of the Site ICLUBcentral has no obligation to monitor the Site. However, you acknowledge and agree that ICLUBcentral has the right to monitor the Site electronically from time to time and to disclose any information as it deems appropriate to satisfy any law, regulation, or other governmental request, to operate the Site and the ICLUBcentral Services properly, or to protect itself or other users of the Site. 8. Notice of ICLUBcentral's Trademark Rights, Copyright and Rights in Proprietary Materials The ICLUBcentral service mark and logo are service marks of ICLUBcentral and any third party trademarks, service marks, logos and trade names appearing on the Site or any ICLUBcentral Service are the property of their respective owners. You acknowledge the rights of ICLUBcentral and the respective third parties in those marks and, further, that you have no right or authorization to copy or use any of those trademarks, service marks, logos, or trade names in any way. In addition, the Site and the ICLUBcentral Services contain material protected by copyrights, patents, or other proprietary rights and laws, including, but not limited to, text, software, photos, videos, graphics, images music and sound (collectively referred to herein as the "Proprietary Material") and such material is owned by ICLUBcentral or licensors. Any use of such Proprietary Material other than as permitted herein is expressly prohibited without the prior permission of ICLUBcentral and/or the relevant rightholder. In the event that you believe, in good faith, that any materials on the Site or the ICLUBcentral Services infringe your copyrights, notifications of claimed copyright infringement should be sent, in accordance with Title 17, United States Code, Section 512(c)(2) (a portion of the "Digital Millennium Copyright Act") to ICLUBcentral's designated agent. 9. Financial Advice ICLUBcentral is not a financial advisor and does not provide financial advice. You agree that you are responsible for your own decisions about financial matters and that you will not hold ICLUBcentral liable for any damages relating to your finances, whether relating to data, opinion, or other information provided on the Site. The Site contains information and customer-posted materials concerning many companies that issue and sell securities. ICLUBcentral has not (1) passed on the merit of any of these companies or any information concerning these companies and (2) endorsed recommended or sponsored any of these companies or information concerning such companies, or any security, financial product or instrument. ICLUBcentral does not assume any responsibility for reviewing the accuracy, completeness or timeliness of any information you or your Investment Club Members post to the Site. You understand and agree that ICLUBcentral does not offer or provide tax, legal or investment advice to individuals. You understand and agree that any investment decisions you make will be based solely on your evaluation of your financial circumstances, investment objectives, risk tolerance, financial condition and liquidity needs. 10. Indemnification By agreeing to these Terms Of Service, you agree to indemnify, defend and hold harmless ICLUBcentral, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries and affiliates (collectively "ICLUBcentral and Affiliates") from and against any claim, loss, expense, or demand or liability, including attorneys' fees and costs, incurred by ICLUBcentral and Affiliates in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials or content you submit, post to or transmit through the Site, and (ii) your use of the Site or the ICLUBcentral Services in violation of these Terms Of Service or in violation of any applicable law. You further agree that you will cooperate as reasonably required in the defense of any such claims. ICLUBcentral and Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of ICLUBcentral. You further agree to hold harmless ICLUBcentral and Affiliates from any claim arising from a third party's use of information or materials of any kind that you post to the Site. 11. DISCLAIMER OF WARRANTIES THE SITE AND THE ICLUBCENTRAL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ICLUBCENTRAL AND AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SITE OR THE ICLUBCENTRAL SERVICES, (2) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE SITE OR THE ICLUBCENTRAL SERVICES, (3) ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT, AND (4) ANY WARRANTIES OF ANY KIND AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR THE ICLUBCENTRAL SERVICES. ICLUBCENTRAL AND AFFILIATES DO NOT WARRANT THAT THE SITE OR THE ICLUBCENTRAL SERVICES ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. ICLUBCENTRAL IS TAKING REASONABLE MEASURES TO ENSURE THAT INFORMATION PROVIDED BY YOU IS DISCLOSED ONLY TO THOSE SPECIFIED BY YOU IN ACCORDANCE WITH THE PRIVACY POLICY. HOWEVER, THE INTERNET IS AN OPEN SYSTEM AND ICLUBCENTRAL CANNOT AND DOES NOT GUARANTEE THAT THE INFORMATION ENTERED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. YOU AGREE NOT TO HOLD ICLUBCENTRAL AND AFFILIATES LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION, OR USE OF INFORMATION PROVIDED THROUGH THE SITE OR THE ICLUBCENTRAL SERVICES. 12. LIMITATION OF LIABILITY YOU UNDERSTAND THAT, EVEN IF ICLUBCENTRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER NO CIRCUMSTANCES SHALL ICLUBCENTRAL AND AFFILIATES BE LIABLE FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHETHER IN AN ACTION UNDER THEORY OF CONTRACT, TORTIOUS CONDUCT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR THE ICLUBCENTRAL SERVICES, INCLUDING WITHOUT LIMITATION (A) YOUR USE OR INABILITY TO USE THE SITE AND ANY ICLUBCENTRAL SERVICES, (B) YOUR USE OR RELIANCE ON ANY INFORMATION CONTAINED ON THE SITE OR THE ICLUBCENTRAL SERVICES, OR (C) ANY PRODUCTS OR SERVICES ADVERTISED ON THE SITE OR IN RELATION TO THE ICLUBCENTRAL SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH ICLUBCENTRAL IS TO STOP USING THE SITE AND/OR THE ICLUBCENTRAL SERVICES. IF, FOR ANY REASON, THE FOREGOING LIMITATION IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR INAPPLICABLE UNDER THE CIRCUMSTANCES, YOU AGREE THAT ICLUBCENTRAL'S AND AFFILIATES' TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY SUCH STATE LAW. 13. Links from and to the Site The Site and the ICLUBcentral Services may contain advertisements and links to websites controlled, owned, and operated by third parties. You acknowledge and agree that ICLUBcentral cannot control and has no responsibility for the accuracy or availability of information provided by linked sites and has no responsibility for your transactions based on or related to the advertisements and links. You further acknowledge that use of any websites controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by these Terms Of Service. Links to external websites (including external websites which are framed by ICLUBcentral) or inclusions of advertisements do not constitute an endorsement by ICLUBcentral of such sites or the content, products, advertising or other materials presented on such sites, but are for your convenience and you access them at your own risk. 14. Termination You acknowledge and agree that ICLUBcentral may suspend or terminate your access or use of the Site or any ICLUBcentral Services at any time and for any reason, including for no reason at all, without prior notice. The relevant version of these Terms Of Service shall continue to apply to all prior use of the Site and any ICLUBcentral Services. Sections 10, 11, 12, 14 and 15 of these Terms of Service shall survive termination of this Agreement for any reason. 15. General Provisions Failure by ICLUBcentral to enforce any provision(s) of these Terms shall not be construed as a waiver of any provision or right. These Terms Of Service, and all other aspects of your use of the Site and/or the ICLUBcentral Services, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws rules. All claims and disputes arising out of these Terms Of Service, or your use of the Site and/or the ICLUBcentral Services, other than action for specific performance or injunctive relief, shall be brought in the federal, state, or local courts located in Boston, Massachusetts, and, with regard to such claims and disputes, you hereby irrevocably (i) submit to the exercise of personal jurisdiction over you by those courts and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts. These Terms Of Service constitute the entire agreement between you and ICLUBcentral with respect to the Site and the ICLUBcentral Services provided on the Site and supersedes all prior agreements or understandings, whether written or oral, between you and ICLUBcentral with respect to the Site and the ICLUBcentral Services provided on the Site. If any provision of these Terms Of Service is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining portions of these Terms Of Service shall remain in full force and effect. These Terms Of Service shall inure to the benefit of ICLUBcentral, its successors and assigns. |