- Proprietary Rights in Site Content; License and Site Use:
- All information and content included on this Site, including, but not limited to, (i) text, graphics, images, audio clips, and digital downloads (as applicable); (ii) data and content compilations; and (iii) software and software applications (collectively, “Site Content”), is the property of the Company and is protected by United States and international copyright and trademark laws. By visiting this Site, you acknowledge and agree that all copyrights and trademarks of the Company will be respected.
- The Company grants to you a non-exclusive, non-transferable, limited license to use this Site (and its Site Content) in strict accordance with the terms and conditions of this Agreement. Nothing in this license shall confer upon you or any third party any rights to intellectual property (including any copyrights and trademarks) of the Company, or of any third party. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold or any derivative works thereof created in any form or by any means, in whole or in part, without the Company’s prior written consent, which may be withheld in its sole discretion.
- Registration. It is understood that you may only access this Site by permission from the Company and through use of an authorize password, and that you are entirely responsible for your use of this Site. In consideration of your use of this Site, you agree to: (i) provide accurate, current, and complete information about you, as may be prompted by registration on the Site (“Registration Data”); (ii) maintain the confidentiality of your account information and the security of any Site password assigned to you; (iii) maintain and promptly update as applicable your Registration Data, and all other information that you have provided to the Company; and (iv) be fully and solely responsible for your use of your account and for any action which takes place within your account. You agree to promptly notify the Company upon your becoming aware of any unauthorized use of your account or password, or any other breach of security relevant to this Site.
- Term. The term of this Agreement shall begin when you first use this Site, and shall end 5 years after your last visit to this Site. At any time and from time to time, and without your consent, the Company may unilaterally terminate your right to use this Site and expel you from this Site, in its sole discretion and without any notice or cause. The aforementioned notwithstanding, this Agreement remains in full force and effect after termination of your right to use this Site or after expelling you from this Site.
- Provider Content.
- You are fully and solely responsible for all content that you upload, post, transmit, or share to this Site (“Provider Content”), if any. You may not upload, post, transmit, or share any Provider Content on this Site that you did not create or that you do not have permission to upload, post, transmit, or share. At any time and from time to time, and without your consent, the Company may unilaterally delete, remove, or restrict any access to or viewing of any Site Content (and any Provider Content), in its sole discretion and without any notice or cause. You are fully and solely responsible, at your full and sole cost and expense, for creating backup copies of Site Content and Provider Content and replacing any Provider Content that you upload, post, transmit, or share to this Site or provide to the Company in any other way.
- When you post Provider Content to the Site, if applicable, you automatically authorize the Company to make such copies thereof as it may deem, in its sole discretion, necessary or appropriate. By posting Provider Content to the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide right and license to use, copy, publicly perform, publicly display, sublicense, reformat, translate, excerpt, distribute, modify, prepare derivative works of, or incorporate into other works any Provider Content for any purpose (commercial, advertising, or otherwise).
- Code of Conduct. The Company shall not be liable for your conduct or the conduct of any third party.
- Third Party Websites and Content. This Site may contain, or you may be sent due to your use of this Site, links to other websites (“Third Party Websites”) and other content or items belonging to, originating from, or available through third parties (“Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by the Company, and the Company is not and shall not in any way be deemed responsible therefore. Any access to Third Party Websites and use of Third Party Content by you shall be at your sole risk and cost.
- DISCLAIMERS. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF AND RELIANCE ON THIS SITE AND ANY SITE CONTENT IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, NONINFRINGEMENT, AND USEFULNESS, WITH RESPECT TO THIS SITE AND THE SITE CONTENT. THIS SITE AND THE SITE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THIS SITE OR ANY SITE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, OR INACCURACIES IN THE INFORMATION OR OTHER MATERIALS THAT ARE AVAILABLE ON OR THROUGH THIS SITE OR THE SITE CONTENT. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS, INCLUDING LOSS OF DATA, RESULTING FROM YOUR DOWNLOADING OR USE OF THIS SITE OR ANY SITE CONTENT. ALTHOUGH THE COMPANY MAY TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES AND OTHER DESTRUCTIVE MATERIALS TO OR THROUGH THIS SITE, THE COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT THIS SITE OR ANY SITE CONTENT THAT MAY BE DOWNLOADED IS FREE OF SUCH DESTRUCTIVE FEATURES. THE COMPANY IS NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO ANY OF THE FOREGOING.
- LIMITED LIABILITY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT LIABLE FOR ANY INJURY, LIABILITY, CLAIM, LOSS, DAMAGE, EXPENSE, COST (INCLUDING ATTORNEYS’ FEES INCURRED AT TRIAL, ON APPEAL, OR OTHERWISE), DEBT, FINE, CHARGE, OR LIEN, WHETHER DIRECT OR INDIRECT, INCLUDING CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, LOST PROFITS, OR OTHERWISE, THAT ARISES OUT OF OR RELATES TO (A) THIS AGREEMENT, (B) YOUR USE OR INABILITY TO USE THIS SITE, (C) YOUR USE OF ANY SITE CONTENT, (D) ANY UNAUTHORIZED ACCESS TO THIS SITE OR THE ALTERATION OF ANY SITE CONTENT, PROVIDER CONTENT OR REGISTRATION DATA, OR (E) ANY ACTION OR INACTION OF ANY OTHER USER OF THIS SITE. YOU DO HEREBY WAIVE ANY AND ALL CLAIMS WITH RESPECT TO THE FOREGOING, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY, OR OTHER GROUNDS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT YOUR EQUIPMENT OR COMMUNICATION LINES, OR MAY CAUSE CONNECTION PROBLEMS, UNAUTHORIZED ACCESS, THEFT, OR OPERATION ERROR.
- Indemnification. You agree to indemnify and hold harmless the Company, together with its respective employees, agents, directors, officers, and members, from all liabilities, claims, losses, damages, expenses, costs (including attorneys’ fees incurred at trial, on appeal or otherwise), debts, fines, charges, or liens, whether direct or indirect, including consequential, exemplary, incidental, special, punitive, lost profits, or otherwise, arising out of or relating to your use of this Site or any Site Content and/or your breach or alleged breach of this Agreement (including your breach or alleged breach of any intellectual property rights of the Company or any third party).
- Enforceability. No failure or delay by the Company in exercising any right or privilege hereunder shall operate as a waiver of the Company’s right to enforce any such right or privilege at a later date, nor shall any single or partial exercise of any right or privilege preclude the exercise of any other or future right.
- Applicable Law / Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey, without giving effect to the conflict of laws provision thereof. In the event that any dispute shall arise hereunder, such dispute shall be resolved in an action or proceeding commenced in the United States District Court for the District of New Jersey or in any New Jersey State Court located within the County of Essex having jurisdiction over the subject matter of the dispute or matter, and you consent to the personal jurisdiction of such court for the purpose of resolving such dispute and waive any right to dismiss or transfer such action or proceeding on the basis of inconvenient forum.
- Waiver of Jury Trial. You knowingly, voluntarily and intentionally waive any right to trial by jury with respect to any litigation arising out of, under or in connection with this Agreement or the transactions described herein.
- Attorneys’ Fees. In any action at law or in equity brought by the Company to enforce the provisions of this Agreement, the Company shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which it may be entitled.
- Severability. If any portion or provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement (and the application of such portion or provision as applicable to circumstances other than those as to which it is held invalid or unenforceable) shall not be affected thereby and each portion and provision to be held invalid or unenforceable shall be valid and enforceable to the fullest extent permitted by law.
- Cumulative Remedies. All rights and remedies granted under or referred to in this Agreement are cumulative and nonexclusive, and resort to one does not preclude resort to another or to any other right or remedy provided by law
- Representations. You represent and warrant to the Company that: (i) you have the legal power and authority to enter into this Agreement and to undertake and perform all of your duties and obligations hereunder; (ii) there is no contract or other legal obligation that prevents you from entering into this Agreement or from undertaking or performing all of your duties and obligations hereunder; and (iii) this Agreement is your legally binding and fully enforceable agreement.
- Notice. You may contact the Company by writing, calling, or facsimile at the street address, telephone number and facsimile number listed below:
200 Broadacres Drive, 3rd Floor Bloomfield, NJ 07003
Copyright © 2012 by Alliance Advisors, LLC. ALL RIGHTS RESERVED.