THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US CONCERNING THE SITE AND ITS CONTENTS. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU AGREE TO USE THE SITE AND ITS CONTENTS IN A MANNER CONSISTENT WITH ANY AND ALL APPLICABLE LAWS, RULES AND REGULATIONS AS WELL AS THE TERMS SET FORTH IN THIS AGREEMENT. YOUR UNAUTHORIZED USE OF THE SITE OR ITS CONTENTS IS STRICTLY PROHIBITED AND MAY SUBJECT YOU TO PROSECUTION.
You agree to the following terms and conditions:
1. USE AND TERMINATION
You may access the Site by computer, mobile device and other means. The term “you” or “your” or “user” includes any of your subsidiaries, affiliates and employees. The Site is intended solely for institutional investors. Any access to or use of the Site by anyone under the age of 18 is unauthorized and in violation of this Agreement. By accessing or using the Site, you represent and warrant that you are 18 or older and an institutional investor, or the legal representative or agent of an institutional investor. Your use of the Site and the contents of the Site including without limitation the data and computer code contained on or transmitted from the Site (all collectively included within the meaning of the “Site”) is conditioned on your acceptance without modification of the terms, conditions, and notices contained in this Agreement, on the Site or in any documentation accompanying or contained within any software within the Site. The content from the Site may be used by you solely for limited informational purposes as necessary to do business with GreensLedge. For your own personal, private, non-commercial use on an ad hoc basis, you may make one hard copy printout of limited portions of the contents of the Site, or you may download portions of the Site as may be expressly authorized or otherwise permitted by GreensLedge within specific portions of the Site.
Your use of the Site constitutes your acceptance of all such terms, conditions, and notices as they may be amended from time to time by us. GreensLedge may terminate your access to and use of the Site at any time if you breach any provision of this Agreement. This Agreement does not alter in any way the terms and conditions or agreements you may have or will have with GreensLedge or its affiliates. To the extent there is any conflict between this Agreement and any terms and conditions or other agreements you may have with GreensLedge, those other terms and conditions or agreements will govern.
2. COPYRIGHT NOTICES
The Site, its contents, any related software and all programs contained therein are protected by United States and international laws regarding regarding copyrights, trademarks, trade secrets, and other proprietary rights. Copyright © 2011-2021 GreensLedge. All rights reserved.
All editorial content, graphics and information on the Site are owned by or licensed to GreensLedge. GreensLedge and its licensors reserve and retain all copyright and other proprietary rights in and to the Site and its contents, including without limitation all rights in any public information gathered as a compilation.
You agree that you will comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements. You may not copy, modify, create derivative works of, publicly display or perform, republish, store, transmit, or distribute any of the material on this site without our prior written consent, except as described herein. You agree that we are not selling, transferring or assigning any intellectual property rights in the contents of the Site to you. As between the parties, GreensLedge shall be the sole owner of all right, title, and interest in and to the contents of the Site.
3. TRADEMARK NOTICES
GreensLedge owns several trademarks and service marks that are used in connection with among other things, the Site. The trademarks and service marks owned by GreensLedge include without limitation the GreensLedge logo. Any use of GreensLedge’s marks requires prior approval in writing by GreensLedge which may be withheld in GreensLedge’s sole discretion. The “look and feel” of the Site and the contents thereof, including without limitation, any GreensLedge content and logo, color combinations, buttons, layout, and other graphical elements are protected by applicable U.S. and international intellectual property laws, including without limitation trademark and copyright
laws. Nothing contained herein shall constitute a license (either express or implied) for you to use any of GreensLedge’s marks or trade dress, including the elements that constitute the “look and feel” of the Site.
4. NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Site, you warrant to GreensLedge that you will not use the Site for any purpose that is unlawful or prohibited by this Agreement. The content from the Site may be used solely for limited non-commercial informational purposes only as necessary to do business with GreensLedge or for evaluating or purchasing GreensLedge products and services. Except for making one hard copy printout of limited portions of the contents of the Site on an ad hoc basis for private use, or downloading as may be expressly authorized by GreensLedge within specific portions of the Site, no content of the Site may be reproduced, licensed, copied, displayed, published, sold, modified, transmitted or distributed without GreensLedge’s prior written permission which may be withheld in GreensLedge’s sole discretion. Linking to or framing the Site is strictly prohibited unless GreensLedge expressly consents in writing in advance to such a link or frame. Any person or entity wishing to establish a link to the Site, frame the Site, or request GreensLedge’s consent to other uses of the Site or any content of the Site, may send their request by e-mail to the GreensLedge webmaster. You further agree that you will not reverse engineer any of the computer code embodied within the Site. All other uses of the Site and any contents thereof not expressly addressed in this Agreement are strictly prohibited.
You hereby acknowledge and agree that you will not violate the security of the Site or attempt to do so. Further, in using the Site, you agree not to do any of the following: (i) upload to or transmit on the Site any defamatory, indecent, obscene, harassing, excessively violent or otherwise objectionable material, or any material that is, or may be, protected by copyright, without permission from the copyright owner; (ii) use the Site to violate the legal rights (including the rights of publicity and privacy) of others; (iii) intercept or attempt to intercept electronic mail not intended for you; (iv) misrepresent an affiliation with any person or organization; (v) restrict or inhibit others’ use of the Site; (vi) upload or otherwise transmit files that contain a virus or otherwise corrupted data; or (vii) download a file or software or include in a message any software, files, or links that you know, or have reason to believe, cannot be distributed legally over the Site or that you have a contractual obligation to keep confidential (notwithstanding its availability on the Site).
GreensLedge hereby grants to you the limited, non-exclusive, non-transferable, right and license to use the Site, in object code format only and excluding source code, on a single computer solely for your personal, private use as provided for in this Agreement provided that you have not breached any provision of this Agreement. You may not under any circumstances modify, copy, distribute, republish or download any of the content or material on the Site without GreensLedge’s prior written permission which may be withheld in GreensLedge’s sole discretion.
You acknowledge and agree that GreensLedge serves other visitors on the Site, offers such other visitors access to the Site and its contents, and will continue to do so. You acknowledge and agree that GreensLedge is not granting you any exclusive right to use the Site. Furthermore, you acknowledge and agree that you shall not resell, sublicense or further distribute the contents of the Site in any way that competes with GreensLedge.
6. MODIFICATIONS TO THE TERMS OR CONDITIONS OR SITE
GreensLedge may change or modify the terms of this Agreement from time-to-time without notice other than posting an amended version of the Agreement (the “Amended Agreement”) on the Site. Any Amended Agreement will automatically be in effect when posted on the Site. Your continued use of the Site after any change in the Agreement shall constitute your consent to such changes. It is your responsibility to check the Site from time to time for any updates or changes to this Agreement. GreensLedge reserves the right to change, modify or discontinue, temporarily or permanently, the Site (or any portion thereof, including any software), including any and all content contained on the Site, at any time without notice. You agree that GreensLedge shall not be liable to you or any third party for any modification, suspension or discontinuation of the Site or any portion thereof.
ANY CONTENT ON THE SITE, INCLUDING WITHOUT LIMITATION ANY INFORMATION, DATA, PRICES CONTAINED ON THE SITE, IS SUBJECT TO CHANGE OR CEASE PUBLICATION WITHOUT NOTICE. THE SITE AND ALL CONTENT ON THE SITE IS PROVIDED TO YOU ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, AVAILABILITY, ACCURACY OR OTHERWISE. THE SITE AS WELL AS THE MATERIALS CONTAINED THEREIN MAY CONTAIN ERRORS OF PUBLICATION OR TRANSMISSION.
The content on the Site does not constitute an offer of any kind, but is merely informational in nature and provided for your convenience and is no substitute for specific advice or personal verification. Certain information contained on the Site has been obtained from sources believed to be reliable, but its accuracy and completeness are not guaranteed. GreensLedge shall not be responsible for errors in such information or other defects. Under no circumstances shall GreensLedge be liable for any loss or damage caused by a user’s reliance on any information obtained through the Site. It is solely the responsibility of the user to evaluate the accuracy, completeness, or usefulness of any information or services available through the Site. You acknowledge and agree that GreensLedge shall incur no liability based on any problems with the Site or its unavailability.
The contents of the Site are provided for informational purposes only and are not intended to provide legal, tax, investment, or financial planning advice. In using the Site, you agree that you are responsible for your own investment research and decisions, that you will not rely on the Site as the primary basis for your investment decisions, and, except as otherwise provided herein, GreensLedge will not be liable for any actions you take based on information you receive via the Site. You assume all responsibility and risk associated with your use of the Site and the Internet generally.
8. NO LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, GREENSLEDGE, ITS SUBSIDIARIES, AFFILIATES AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SPECIFICALLY DISCLAIM, AND SHALL NOT UNDER ANY CIRCUMSTANCES INCUR, ANY LIABILITY (WHETHER UNDER FEDERAL OR STATE LAW OR IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER FORESEEABLE OR NOT) FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS TO OR USE OF THE SITE OR ITS CONTENTS, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RELATING TO LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, WORM, TROJAN HORSE PROGRAM OR OTHER DISABLING CODE (REGARDLESS OF THEIR SOURCE), LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF GREENSLEDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU ASSUME THE RISK IN USING THE SITE AND ITS CONTENTS AS WELL AS TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY.
You agree to indemnify, defend, and hold GreensLedge harmless from any liability, loss, claim and expense, including attorney’s fees, related to your violation of this Agreement or use of the Site. Nothing in this Agreement shall affect any non-waivable statutory rights that apply to you. GreensLedge reserves the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting GreensLedge’s defense of such matter.
10. THIRD PARTY LINKS
The Site may contain hyperlinks to other websites operated by parties other than GreensLedge. Such hyperlinks are provided for your reference only. GreensLedge does not control such websites, and is not responsible for their contents. Neither GreensLedge nor independent third-party providers shall have any liability, contingent or otherwise, for the accuracy, completeness, timeliness, or correct sequencing of the information, or for any decision made or action taken by you in reliance upon the information. GreensLedge’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators or any goods or services. GreensLedge reserves the right to terminate, modify, or change the links or sources at any time without notice.
11. DATA COLLECTION AND USE/COOKIES
GreensLedge may collect, process and transmit data obtained from and about you in the course of your accessing and using the Site and you hereby consent to the collection and use of such data in GreensLedge’s sole discretion without further notice to you. Additionally, GreensLedge may collect aggregate data for statistical and quality assurance purposes and you hereby consent to the collection and use of such aggregate data.
This Agreement shall bind and inure to the benefit of you and GreensLedge and our respective successors and permitted assigns. You may not assign, sublicense, pledge or transfer any of your rights or obligations under this Agreement to any other person or entity without GreensLedge’s prior written consent which may be withheld in GreensLedge’s sole discretion (and any such purposed assignment, pledge or transfer without such prior written consent shall be void ab initio).
13. GOVERNING LAW
The Site and its contents are managed from a site located in the State of New York, U.S.A, and this Agreement is governed by the laws of the State of New York, U.S.A. You hereby consent to the exclusive jurisdiction and venue of courts in New York County, New York, U.S.A., in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this Section.
You agree that no customer, joint venture, partnership, employment, or agency relationship exists between you and GreensLedge as a result of this Agreement or use of the Site. GreensLedge’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of GreensLedge’s right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by GreensLedge with respect to such use.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
This Agreement constitutes the entire agreement between you and GreensLedge with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and GreensLedge with respect to the Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Any rights not expressly granted herein are reserved. All uses of the Site not expressly addressed in this Agreement are strictly prohibited.
GreensLedge’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not constitute a waiver of the provision. Neither a course of dealing or conduct between you and GreensLedge nor any trade practices shall be deemed to modify this Agreement.
15. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
Contact GreensLedge if you become aware of any content that you believe to be in violation of this Agreement, including, without limitation, claims that any content on the Site infringes the copyright of a third party.