These Terms Of Service ("Terms Of Service") set forth the terms and conditions
for your use of the web site (the "Site") and the information, functions,
facilities, products and services offered by ICLUBcentral Inc. ("ICLUBcentral")
on the Site (the "ICLUBcentral Services").
IMPORTANT. CAREFULLY READ THESE TERMS AND CONDITIONS OF USE (THE "AGREEMENT") THAT SHALL GOVERN YOUR ACCESS TO AND USE OF THE ICLUBCENTRAL WEBSITE INCLUDING BUT NOT LIMITED TO THE DATA, INFORMATION, MATERIALS, SOFTWARE AND GRAPHICS PROVIDED IN CONJUNCTION WITH ALL OF ICLUBCENTRAL'S ONLINE SITES (COLLECTIVELY "WEBSITE"). BY CLICKING THE "I AGREE" BUTTON, YOU HAVE AGREED TO BE BOUND BY TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOUR ACCEPTANCE OF THEM WILL CREATE A LEGALLY BINDING AGREEMENT WITH ICLUBCENTRAL. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT UNDERSTAND, ACCEPT AND AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE GRANTED FURTHER ACCESS TO THE WEBSITE AND MAY NOT USE THE WEBSITE IN ANY MANNER.
1. ICLUBcentral will provide you with access to and use of the Website you order from ICLUBcentral in accordance with the terms of this Agreement, including any and all other terms, conditions or restrictions contained in and/or posted on the Website from time to time. ICLUBcentral reserves the right to change the Terms and Conditions of this Agreement or its policies relating to the Website at any time in its sole discretion. ICLUBcentral shall notify you of such changes by posting the changes on the Website. You are responsible for regularly reviewing this Agreement and all such changes. Continued use of the Website after any such changes have been posted shall constitute your agreement to such changes.
2. The terms "user," "you" and "your" refer to the individual and/or organization that registers for the Website and opens an ICLUBcentral account. The terms "ICLUBcentral," "NAIC", "we," "us" and "our" refer to ICLUBcentral, the wholly owned subsidiary of the National Association of Investors Corporation. The term "Morningstar" refers to Morningstar, Inc. The term "CSI" refers to Commodity Systems, Inc.
3. An account affiliated with the appropriate ICLUBcentral subscription level may be required for you to access and use the Website, which may be accessed and used only by those authorized individuals who are registered with ICLUBcentral. To open an account, you must complete the registration process by providing ICLUBcentral with current, complete and accurate information as prompted by the registration form. In doing so, you represent that you are authorized to create and access an account established on behalf of the business entity indicated in the registration process. Should ICLUBcentral suspect that such information is untrue, inaccurate, not current or incomplete, ICLUBcentral has the right to suspend or terminate your usage of the Website. Accounts are non-transferable and cannot be "shared" or used by more than one individual or entity.
5. Once you have become an authenticated user, you will be given one or more personal, non-transferable passwords. You are and will be responsible for maintaining the confidentiality of that password, for all activities conducted on and with the Website that make use of that password, and for any usage charges incurred by the use of that password, including any use that you may subsequently contend was unauthorized by you. 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.
6. 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.
Additionally, myICLUB users are responsible for any transactions that you enter and for the tax filings that are prepared by the TaxPrinter (product) and for complying with all federal and state regulations regarding timely filings.
7. Permitted Use. Through the Website, you will be permitted to view, print and download certain information and materials owned by ICLUBcentral, Morningstar, CSI, and/or their third-party licensors (collectively, "Content"). As applicable, ICLUBcentral, Morningstar, CSI, and/or their third-party licensors exclusively have and retain all rights, title and interest, including all intellectual property rights, in and to all Content. Subject to the terms of this Agreement, ICLUBcentral grants you a limited, personal, non-exclusive, non-transferable, license to access and use the Website and to view, print, download, reproduce and use the Content contained on the Website solely for your personal non-commercial use, for the purposes of non-profit investment education and your stock/mutual fund analysis. The content may only be accessed through the supplied standard web user interface functionality or through authorized external software. The Website and Content may be used by you only, and may not be used by, or for the benefit of, any affiliate, subsidiary, parent company or any other third party, nor may the Website or Content be used to provide services to others without express written authorization; provided, however, you may share the results of stock analysis efforts resulting from use of the Content so long as this sharing does not violate any of the restrictions of this Agreement.
8. All rights to the Website and Content not expressly granted to you in this Agreement are reserved by ICLUBcentral. You may not use the Website and/or Content in any manner, or for any purpose, not expressly authorized by this Agreement. You must treat the Content like any other copyrighted material (such as a book or musical recording) except that you may make copies of the Content solely for backup or archival purposes, provided that the Content are used as specified in this Agreement. You shall not: remove or destroy any proprietary rights marks or legends on or in the Website and/or Content; reproduce, modify, enhance, adapt, translate, distribute, or create derivative works of the Website and/or Content (except your own information); transfer, assign, sublicense, rent, lease or sell the Website or Content; decompile, disassemble, or reverse engineer the Website and/or Content; use or permit anyone to use the Content and/or other information provided through the Website for any unlawful or unauthorized purpose; furnish any Content and/or other information provided through the Website to any person or firm for reuse or retransmission without prior written approval of ICLUBcentral; or "frame" or "mirror" the Website and/or Content on any other server or Internet-based device.
9. The Website may contain links to third-party websites not under the control or operation of ICLUBcentral. ICLUBcentral provides these links only for convenience, and does not endorse or sponsor these web sites. ICLUBcentral is not responsible for the contents of any linked sites or sites linked with any linked site.
10. You agree that you are responsible for obtaining and maintaining all computer hardware, software, communications equipment, and access lines necessary to access the Website. You shall bear all costs and expenses associated with such materials as well as your rights and obligations under this Agreement and the Website.
11. Your Conduct. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with the Website. In addition, without limitation, you agree not to use the Website: (a) in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses; (c) to transmit through or post on the Website unlawful, harassing, libelous, abusive, tortuous, defamatory, threatening, harmful, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) to transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, trade secret, copyright or right of publicity; (e) to transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancel bots; (f) to transmit or post any message that conveys 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; (g) to interfere with or disrupt servers or networks connected to the Website or violate the regulations, policies or procedures of such networks; (h) to attempt to gain unauthorized access to the Website, other accounts, computer systems or networks connected to the Website, through password mining or any other means; or (i) to harass or interfere with another user's use and enjoyment of the Website. You will not use any device, software, or routine, including but not limited to any viruses, worms, time bombs, to interfere or attempt to interfere with the proper working of the Website, or to intercept any system, data or personal information from the Website, nor will you take any action that imposes an unreasonable or disproportionately large load on the Website infrastructure.
12. Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code
ICLUBcentral respects the intellectual property rights of others and expects its users to do the same. In accordance with the United States Digital Millennium Copyright Act of 1998, ICLUBcentral will respond to notices of alleged copyright infringement.
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Website, by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to ICLUBcentral at the following address: ICLUBcentral, 570 Kirts Boulevard, Suite 237, Troy, MI 48084. Upon receipt of Notice, ICLUBcentral will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Website.
13. Indemnification. You will defend and indemnify ICLUBcentral, Morningstar, CSI, and their respective employees, officers, directors, agents, suppliers, contractors, affiliated entities, and strategic partners against, and hold them harmless from, any claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including attorneys' fees), relating to any acts by you in connection with your activities on the Website and/or your use of the Content that lead, wholly or partly, to claims by third parties, regardless of the type of claim or the nature of the cause of action.
14. DISCLAIMER OF WARRANTIES
15. Neither ICLUBcentral, Morningstar, CSI, nor any of their respective employees, officers, directors, agents, suppliers, contractors, affiliated entities, licensors, and strategic partners shall in any way be liable for any inaccuracies, errors, or omissions, regardless of cause, in the Website, Content and/or in the transmission thereof, or any nonperformance or interruption of the Websites.
The content provided by Morningstar is proprietary to Morningstar and/or its content providers; may not be copied or distributed; and is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
16. Regardless of the form of action or theory of recovery, whether in contract, tort, statutory, warranty or otherwise, in no event shall ICLUBcentral, Morningstar, CSI, and their respective employees, officers, directors, agents, suppliers, contractors, affiliated entities, licensors, and strategic partners, be liable or responsible to you in association with this agreement, the service, the Content, your inability to access or use the Website and/or any other consequences arising from your use of the service, for any (1) indirect, consequential, incidental, special, punitive or exemplary damages, regardless of whether such party is aware of their possibility; (2) lost profits, lost revenues, lost data, loss of business expectancy, business interruption losses, or benefit of the bargain damages; and/or (3) direct damages in an aggregate amount in excess of the amounts actually paid by you for the Website in the six (6) month period immediately preceding the event giving rise to the claim. Some jurisdictions do not allow for such a limitation of liability such that the foregoing limitation may not apply to you.
17. Your registration in the Website and rights under this Agreement begin on the date you complete the Registration Form and continue until terminated as set forth in this Section or the Website. You may terminate this Agreement and your use of the Website at any time, with or without cause, by providing notice to ICLUBcentral in accordance with this Agreement and by ceasing use of the Website. ICLUBcentral may suspend or terminate this Agreement and/or your use of the Website without cause upon thirty (30) days prior notice to you; provided that ICLUBcentral provides you with a pro-rata refund of any prepaid unused fees. In addition, ICLUBcentral may terminate this Agreement and/or your use of the Website with cause immediately upon notice if (a) you breach any provision of this Agreement or term on the Website; or (b) you have violated or tried to violate any applicable law or right of other users or any third party; or (c) you engage in fraudulent, deceptive or other prohibited activity in connection with the Website. All provisions of this Agreement regarding confidentiality, ownership, indemnification and limitations of liability shall survive termination of this Agreement.
18. You acknowledge that the Website may become inoperable for periods of time due to normal maintenance as well as causes beyond the reasonable control of ICLUBcentral such as denial of service attacks, virus infestations, and power or communications outages. To the extent that the cause of inoperability is within the reasonable control of ICLUBcentral, the Website will be restored promptly following the cessation of such cause(s).
19. You agree and acknowledge that certain components of the Website are, or may in the future be, licensed to ICLUBcentral for redistribution by third parties and that the availability of such components to you shall cease automatically, without liability on the part of ICLUBcentral, upon the discontinuation or termination of the provision thereof to ICLUBcentral.
20. ICLUBcentral controls and operates this Website from its location in the United States of America and is subject to the United States Export Administration Laws and Regulations. ICLUBcentral makes no representation that the Website is appropriate or available for use in other locations.
21. 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 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.
22. ICLUBcentral may give notice by means of a general notice on the Website, electronic mail to your e-mail address on record in ICLUBcentral's account information, or by written communication sent by first class mail to your address on record in ICLUBcentral's account information. You may give notice to ICLUBcentral (such notice shall be deemed given when received by ICLUBcentral) at any time by any of the following: submit electronic request at http://www.iclub.com/support; letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to ICLUBcentral at the following address: ICLUBcentral, 570 Kirts Boulevard, Suite 237, Troy, MI 48084.
23. "NAIC", "ICLUBcentral", "ICLUB", "myiclub.com", "StockCentral", "IAS", "Investor Advisory Service" and/or all other NAIC or "ICLUBcentral" marks and logos used in association with the Website are trademarks or registered trademarks of ICLUBcentral and/or NAIC. The names of Morningstar and other companies and products mentioned in the Website are trademarks of their respective owners. Without ICLUBcentral's written prior permission, you agree not to display, copy, redistribute or use in any manner the ICLUBcentral trademarks or other trademarks in the Website.
24. In order to ensure consistency in the interpretation and enforcement of this Agreement and ICLUBcentral's rights in the Website and other proprietary materials, this Agreement will be governed exclusively by Michigan law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You expressly agree that any litigation arising between you and ICLUBcentral related, in any way, to this Agreement, the Website, the Content and/or any and all disputes, actions, claims, or causes of action related thereto shall be initiated and maintained only in the U.S. District Court for the Eastern District of Michigan, Southern Division, and/or Circuit Court of the County of Oakland, Michigan. You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts, and agree that such courts are convenient forums.
25. The Agreement and any amendments contain the entire understanding of the parties with respect to the subject matter addressed herein and supersedes, replaces and merges all prior understandings, promises, representations and agreements, whether written or oral, relating thereto. ICLUBcentral reserves the right to amend this Agreement at any time by posting the amended terms on the Website, as described above or in the Website. The amended terms shall be effective on the date identified on the Website. This Agreement may only be amended by you in a writing signed by ICLUBcentral.
26. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
27. The relationship between you and ICLUBcentral is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between you and ICLUBcentral as a result of this Agreement or your access to our use of the Website and/or the Content. Neither party has the authority to create any obligations for the other, or to bind the other to any representation, statement or document.
28. The failure of ICLUBcentral to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ICLUBcentral in writing. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party's right or remedy will affect the other provisions of this Agreement.
29. You may not assign this Agreement, in whole or in part, without ICLUBcentral's prior express written consent, which may be withheld at ICLUBcentral's sole discretion. Any attempted assignment without such written consent shall be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. In addition, the rights and limitations in this Agreement are also for the benefit of Morningstar, CSI, and ICLUBcentral's licensors and other information providers.