TERMS AND CONDITIONS
IMPORTANT. CAREFULLY READ THESE TERMS AND CONDITIONS OF USE (THE “AGREEMENT”) THAT SHALL GOVERN YOUR ACCESS TO AND USE OF THE INVESTUP! WEB SITE INCLUDING BUT NOT LIMITED TO THE DATA, INFORMATION, MATERIALS, SOFTWARE AND GRAPHICS PROVIDED IN CONJUNCTION WITH ALL OF INVESTUP!’S ONLINE SITES (COLLECTIVELY “WEBSITE”). BY CLICKING THE “I AGREE” BUTTON BELOW, 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 INVESTUP!. 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 WEB SITE AND MAY NOT USE THE WEB SITE IN ANY MANNER.
1. InvestUp! will provide you with access to and use of the Web Site you order from InvestUp! in accordance with the terms of this Agreement, including any and all other terms, conditions or restrictions contained in and/or posted on the Web Site from time to time. InvestUp! reserves the right to change the terms and conditions of this Agreement or its policies relating to the Web Site at any time in its sole discretion. InvestUp! shall notify you of such changes by posting the changes on the Web Site. You are responsible for regularly reviewing this Agreement and all such changes. Continued use of the Web Site 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 Web Site and opens a InvestUp! account. The terms “InvestUp!,” “we,” “us” and “our” refer to the brand identity of InvestUp!.
3. An account affiliated with the appropriate InvestUp! membership level is required for you to access and use the Web Site, which may be accessed and used only by those authorized individuals who are registered with InvestUp!. To open an account, you must complete the registration process by providing InvestUp! 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 InvestUp! suspect that such information is untrue, inaccurate, not current or incomplete, InvestUp! has the right to suspend or terminate your usage of the Web Site. Accounts are non-transferable and cannot be “shared” or used by more than one individual or entity.
4. 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 Web Site 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.
5. Through the Web Site, you will be permitted to view, print and download certain information and materials owned by InvestUp! and/or their third-party licensors (collectively, “Content”). As applicable, InvestUp! 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, InvestUp! grants you a limited, personal, non-exclusive, non-transferable, license to access and use the Web Site and to view, print, download, reproduce and use the Content contained on the Web Site solely for your personal non-commercial use, for the purposes of non-profit investment education and investment analysis. The content may only be accessed through the supplied standard web user interface functionality or through authorized external software. The Web Site 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 Web Site or Content be used to provide services to others without express written authorization; provided, however, you may share the results of analysis efforts resulting from use of the Content so long as this sharing does not violate any of the restrictions of this Agreement.
6. All rights to the Web Site and Content not expressly granted to you in this Agreement are reserved by InvestUp!. You may not use the Web Site 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, and transfer the Content from floppy disks to hard disks 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 Web Site and/or Content; reproduce, modify, enhance, adapt, translate, distribute, or create derivative works of the Web Site and/or Content (except your own information); transfer, assign, sublicense, rent, lease or sell the Web Site or Content; decompile, disassemble, or reverse engineer the Web Site and/or Content; use or permit anyone to use the Content and/or other information provided through the Web Site for any unlawful or unauthorized purpose; furnish any Content and/or other information provided through the Web Site to any person or firm for reuse or retransmission without prior written approval of InvestUp!, or “frame” or “mirror” the Web Site and/or Content on any other server or Internet-based device.
7. The Web Site may contain links to third-party websites not under the control or operation of InvestUp!. InvestUp! provides these links only for convenience, and does not endorse or sponsor these web sites. InvestUp! is not responsible for the contents of any linked sites or sites linked with any linked site.
8. You agree that you are responsible for obtaining and maintaining all computer hardware, software, communications equipment, and access lines necessary to access the Web Site. You shall bear all costs and expenses associated with such materials as well as your rights and obligations under this Agreement and the Web Site.
9. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with the Web Site. In addition, without limitation, you agree not to use the Web Site: (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 Web Site 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 interfere with or disrupt servers or networks connected to the Web Site or violate the regulations, policies or procedures of such networks; (g) to attempt to gain unauthorized access to the Web Site, other accounts, computer systems or networks connected to the Web Site, through password mining or any other means; or (h) to harass or interfere with another user’s use and enjoyment of the Web Site. 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 Web Site, or to intercept any system, data or personal information from the Web Site, nor will you take any action that imposes an unreasonable or disproportionately large load on the Web Site infrastructure.
10. You will defend and indemnify InvestUp! 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 Web Site 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.
11. The services and Content are provided to you on an “as is” basis, without any warranty of any kind or nature. Neither InvestUp!, nor any of their respective employees, officers, directors, agents, suppliers, contractors, affiliated entities, licensors, and strategic partners guarantee the accuracy, completeness or availability of the Web Site and/or Content; make any warranty, express or implied, as to the results to be obtained by you from your use of the Web Site and/or Content, or any other data or information included therein or derived there from; and/or make any express or implied warranties, including any warranty of merchantability or fitness for a particular purpose or use.
12. Neither InvestUp! 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 Web Site, Content and/or in the transmission thereof, or any nonperformance or interruption of the Web Sites.
The content provided by InvestUp! is proprietary to InvestUp! and/or its content providers; may not be copied or distributed; and is not warranted to be accurate, complete or timely. Neither InvestUp! 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
13. Regardless of the form of action or theory of recovery, whether in contract, tort, statutory, warranty or otherwise, in no event shall InvestUp! 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 Web Site 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 Web Site 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.
14. Your membership in the Web Site 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 Web Site. You may terminate this Agreement and your use of the Web Site at any time, with or without cause, by providing notice to InvestUp! in accordance with this Agreement and by ceasing use of the Web Site. InvestUp! may suspend or terminate this Agreement and/or your use of the Web Site without cause upon thirty (30) days prior notice to you; provided that InvestUp! provides you with a pro-rata refund of any prepaid unused fees. In addition, InvestUp! may terminate this Agreement and/or your use of the Web Site with cause immediately upon notice if (a) you breach any provision of this Agreement or term on the Web Site; 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 Web Site. All provisions of this Agreement regarding confidentiality, ownership, indemnification and limitations of liability shall survive termination of this Agreement.
15. You acknowledge that the Web Site may become inoperable for periods of time due to normal maintenance as well as causes beyond the reasonable control of InvestUp! 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 InvestUp!, the Web Site will be restored promptly following the cessation of such cause(s).
16. You agree and acknowledge that certain components of the Web Site are, or may in the future be, licensed to InvestUp! for redistribution by third parties and that the availability of such components to you shall cease automatically, without liability on the part of InvestUp!, upon the discontinuation or termination of the provision thereof to InvestUp!.
17. InvestUp! controls and operates this Web Site from its location in the United States of America and is subject to the United States Export Administration Laws and Regulations. InvestUp! makes no representation that the Web Site is appropriate or available for use in other locations.
18. InvestUp! may give notice by means of a general notice on the Web Site, electronic mail to your e-mail address on record in InvestUp!’s account information, or by written communication sent by first class mail to your address on record in InvestUp!’s account information. You may give notice to InvestUp! (such notice shall be deemed given when received by InvestUp!) at any time by any of the following: electronic mail to email@example.com; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to InvestUp! at the following address: InvestUp!, 176-11 Jamaica Ave, Jamaica, NY 11432.
19. “InvestUp!” and/or all other “InvestUp!” marks and logos used in association with the Web Site are trademarks of InvestUp!. Without InvestUp!’s written prior permission, you agree not to display, copy, redistribute or use in any manner the InvestUp! trademarks or other trademarks in the Web Site.
20. In order to ensure consistency in the interpretation and enforcement of this Agreement and InvestUp!’s rights in the Web Site and other proprietary materials, this Agreement will be governed exclusively by New York 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 InvestUp! related, in any way, to this Agreement, the Web Site, 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 New York. You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts, and agree that such courts are convenient forums.
21. 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. InvestUp! reserves the right to amend this Agreement at any time by posting the amended terms on the Web Site, as described above or in the Web Site. The amended terms shall be effective on the date identified on the Web Site. This Agreement may only be amended by you in a writing signed by InvestUp!.
22. 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.
23. The relationship between you and InvestUp! is that of independent contract. No joint venture, partnership, employment, or agency relationship exists between you and InvestUp! as a result of this Agreement or your access to our use of the Web Site 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.
24. The failure of InvestUp! 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 InvestUp! 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 effect the other provisions of this Agreement.
25. You may not assign this Agreement, in whole or in part, without InvestUp!’s prior express written consent, which may be withheld at InvestUp!’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 InvestUp!’s licensors and other information providers.