AGREEMENT FOR ACCESS TO WEBSITE AND USE OF CONTENT (first posted 7/12/2013) - please read carefully before using website Valuing Disruption, LLC ("VDL," "we" and "us") offers you access to view our Internet website at www.valuingdisruption.com (the "Site"), which includes the ValuingDisruption.com newsletter, blog posts, emails, and all other information, documents, research reports, data and investment judgments expressed on the Site (collectively the "Content"), subject to the "Terms and Conditions" set forth below which govern your access to the Site and use of the Content. VDL reserves the right to change these Terms and Conditions at any time without notice other than the posting of the revised Terms and Conditions on this Site. By accessing the Site, you signify your acceptance of our Terms and Conditions, as revised from time to time, and your agreement to be legally bound by them (this “Agreement”). In addition, we may, in our sole discretion, seek confirmation of your consent to the Terms and Conditions of this Agreement by requesting that you affirmatively click in a box containing the words "I Accept," "I Agree" or a similar phrase.
TERMS AND CONDITIONS
No Investment Advice You acknowledge that the Content available on the Site is for informational purposes only and should not be construed as investment advice or a recommendation that you, or anyone you advise, should sell or buy any security or other investment, or undertake any investment strategy, discussed or evaluated on the Site. Moreover, if an investment firm or financial services firm is described or mentioned in our Content, you acknowledge that such description or mention does not constitute a recommendation by VDL that you engage or otherwise use such firm. The Content available on the Site includes information, research and data about particular securities and other investments, but such Content does not constitute representations by VDL that any security, other investment or investment strategy is suitable for you, or for anyone you advise. In this regard, you acknowledge that not all securities, other investments or investment strategies are suitable for all investors. In view of the foregoing, you acknowledge and agree that, prior to executing any trades, you will make your own independent verification of financial information and evaluation of the investment merits and suitability for you, or anyone you advise, of the securities, other investments or investment strategies, that may be presented, evaluated or discussed within our Content. You further agree that you will not use any of the Content for or in connection with making any tax, legal or accounting decisions, or advising others regarding tax, legal or accounting matters. Nothing contained in the Content should be considered a recommendation or advice to purchase or sell any security or other investment, or to undertake a particular investment strategy.
Disclaimers The Content on the Site has been carefully compiled from sources which we believe to be accurate and reliable. However, we make no claims, representations or warranties as to the accuracy, completeness, timeliness, reliability or truth of any of the material comprising the Content. The Content is presented without any express or implied warranties of any kind whatsoever. Simply stated, the Content available on our Site is provided on an "As Is" basis.
We and our "Content Providers" (as hereinafter defined) disclaim any obligation (i) to update the Content in any way after the date of publication, or (ii) to provide to you information that reflects circumstances that may have changed, or new information relating to the Content, notwithstanding that such updated information or changed circumstances might have a material effect on any security, other investment or investment strategy presented in the previously published Content.
The Content may contain or reflect the opinions, judgments and analyses of VDL and other parties who provide Content to us (collectively "Content Providers") with respect to securities, other investments and investment strategies. We disclaim any responsibility for any portion of the Content which is received from or created by Content Providers including, without limitation, reports of news, analyses, research or other data. In this regard, you acknowledge that the mere fact that we publish the opinions, judgments or analyses of Content Providers does not in and of itself make such opinions, judgments or analyses ours, nor render us liable for any errors, omissions, inaccuracies or negligence with respect thereto.
Any opinion, judgment or analysis of a Content Provider who is quoted or otherwise reflected in the Content shall be understood to be the opinion, judgment or analysis of that person alone, and not that of any firm which employs such person or with whom such person may be affiliated. It is acknowledged that other persons employed by or affiliated with such firm may have entirely different opinions, judgments or analyses with respect to the same subject.
The Content is provided to you for informational purposes only and any discussion of past performance of any security, other investment or investment strategy should not be considered as being indicative or a guarantee of future performance. The price and value of securities referred to on this Site may fluctuate. Loss of all of the original capital invested in any security discussed on this Site may occur. Certain transactions, including those involving futures, options, and other derivatives, give rise to substantial risk and are not suitable for all investors. You acknowledge that you understand that, due to many factors over which neither we nor any independent Content Providers have control, actual and subsequent events, performances and/or outcomes may differ substantially from any estimates, projections or predictions that might have been made in the Content.
Related Persons VDL's members, managers, officers, employees and/or principals (collectively "Related Persons") may have positions in and may, from time to time, make purchases or sales of the securities or other investments discussed or evaluated on the Site, which includes the ValuingDisruption.com newsletter, blog posts, and/or emails.
William Esbenshade, the manager of VDL, serves as a board director and officer of the Spartan Foundation, which is based in Vienna, West Virginia. Mr. Esbenshade also manages a portion of Spartan Foundation's investments, without compensation. Spartan Foundation may purchase or sell securities and financial instruments discussed in the Content.
You are hereby advised that Related Persons and Content Providers on the Site, whose opinions, judgments and analyses of particular securities or other investments are discussed or reflected in the Content may serve as officers or directors of companies that are issuers of such securities or other investments.
Compensation VDL receives compensation in connection with the publication of the Content in the form of subscription fees charged to subscribers/members and reproduction or re-dissemination fees charged to subscribers or others interested in the Content. VDL may also receive compensation from paid advertisers, at its sole discretion.
Links to Third-Party Web Sites For information and reference only, the Site may provide links to the external websites of other parties. We provide such links only as a convenience to you, with your understanding that we have not verified the accuracy, truth, reliability or timeliness of any information found at such other web sites. The fact that we have provided a link to another web site should not be construed as our endorsement of such web site or its contents. You acknowledge that you understand, and you agree to assume, the risks associated with using any information found on any linked web sites or otherwise on the Internet. You further acknowledge that such other web sites are not under VDL's control and that VDL makes no representations or warranties whatsoever about any other web sites which you may access through our Site. Accordingly, you agree that VDL will not be held responsible or liable, and you covenant not to sue VDL or any Related Persons for any damages or losses you may suffer as a result of your use or reliance upon any of the contents, advertising, products, or other materials found on such other web sites.
Disclaimer of Warranties and Limitation of Liability VDL, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES AND PRINCIPALS, AND THE CONTENT PROVIDERS, DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO (1) THE MERCHANTABILITY, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, FITNESS FOR ANY PARTICULAR PURPOSE OR TIMELINESS OF THE CONTENT OF THE SITE; OR (2) ANY CIRCUMSTANCE ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE; OR (3) VIRUS-FREE, ERROR-FREE, UNINTERRUPTED ACCESS TO THE SITE; OR (4) THE RESULTS THAT YOU MAY OBTAIN FROM YOUR ACCESS TO THE SITE AND USE OF THE CONTENT THEREON.
IF AND TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, EXPRESS OR IMPLIED, ALL CONTENT ACCESSIBLE ON OUR SITE, OR ANY OTHER PARTY'S WEB SITE TO WHICH WE LINK, ARE WARRANTED ONLY TO THE MINIMUM AMOUNT OR DEGREE LEGALLY REQUIRED OR PERMITTED.
YOU HEREBY EXPRESSLY AGREE THAT ACCESS TO OUR SITE IS AT YOUR OWN RISK, AND THAT YOU ASSUME THE RISK OF INCURRING COSTS FOR SERVICING, REPAIR, REPLACEMENT OR CORRECTIONS THAT MAY BE NECESSARY FOR YOUR COMPUTER OR SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS OF ANY KIND THAT MAY BE ATTRIBUTABLE TO YOUR ACCESSING OUR SITE.
No Liability By accessing the Site, you agree that you will bear full responsibility for your own investment research and decisions. You agree that VDL, as well as all Related Persons and Content Providers, will under no circumstances be liable to you or any other party, and you hereby release them from any claim, for any damages, injuries or losses, including any lost profits, direct, indirect, special, incidental, exemplary, punitive or consequential damages, injuries or losses of any kind resulting from your use or downloading of any of the Content, or of the content on any third-party web site linked to our Site, including, without limitation, any damages, injuries or losses resulting from any investment decision made or action taken by you or others based upon any of the Content, or the content of any third-party web site linked to our Site. The foregoing negation of liability and release of claims encompasses, but is in no way limited to, claims for damages, injuries, and losses caused in whole or in part by the negligence of VDL, Related Persons and/or Content Providers, or by events beyond the control of any of the foregoing in creating or delivering any of the Content on our Site. You expressly covenant and agree not to sue VDL, the Related Persons or Content Providers for any claim released hereunder.
Intellectual Property Rights in Content and Site All of the Content is protected by United States and international copyright laws and is the exclusive property of VDL and/or the Content Providers thereof. The United States Copyright Act may impose liability of up to $150,000 for each act of willful infringement of a copyright.
We are providing you with access to the Site and the Content thereon for your individual use only. We grant you the right to download the Site's Content to your computer, and to store and print out materials therefrom for your individual use and viewing only. Any other reproduction, republication, transmission, dissemination, display or editing of the Content by any means, mechanical or electronic, without the prior written permission of VDL or the Content Providers, as the case may be, is strictly prohibited. You do not acquire ownership rights of any kind whatsoever by virtue of your downloading the copyrighted Content on our Site.
You agree that you will not remove any copyright, trademark or other notices or legends contained on our Site relating to intellectual property, or otherwise.
The mark ValuingDisruption.com is the property of VDL exclusively.
User Code To enable you to access our Site, we will provide you with a user name, password and/or other unique identifier ("User Code"). The User Code is for your personal use only. You are responsible for the security and confidentiality of your User Code, and you agree not to disclose the same to any other party, including any employees or associates in any organization or firm by which you are employed or engaged, or with which you are affiliated.
We are not responsible or liable for the consequences of any breach of security caused by your failure to maintain and safeguard the confidentiality and security of your User Code. You agree to notify us immediately in the event of the loss, theft or disclosure of your User Code, or if you have reason to believe that the confidentiality or security of your User Code has been compromised in any way, or if you learn of a possible or actual unauthorized access to and/or use of the Site.
We reserve the right to revoke or modify your User Code at any time without notice, for any reason we deem, in our sole judgement, to be warranted.
Indemnification You hereby agree to indemnify and hold VDL, all Related Persons and Content Providers harmless from and against any and all actions, claims, proceedings, penalties, losses, liabilities, damages, costs and expenses including, without limitation, reasonable attorneys’ fees and legal costs, and professional and expert fees and costs, arising directly or indirectly from or related to: (i) your material breach of any of the Terms and Conditions of this Agreement; (ii) your access to and/or use of our Site or its Content; (iii) your violation of any of our intellectual property rights, or the rights of any Content Provider; (iv) your access to the Site and/or use of the Content in violation of any applicable law, rule or registration; or (v) your failure to maintain the security and confidentiality of your User Code in accordance with this Agreement.
Delivery Policy Once payment has been approved, subscribers will receive account activation information that will allow them to access all posts/newsletters for the subscription term at www.valuingdisruption.com. All communication about and delivery of our publications will be handled electronically. No goods are shipped.
Subscriptions and Refund Policy The monthly subscription fee is first billed when the paid subscription/membership starts. Paid subscribers/members are then automatically billed every 30 days until the subscription is cancelled through the cancellation form on the Site. Cancellations take effect at the end of the 30 day period in which the subscriber/member elects to cancel the subscription. Partial monthly refunds are not provided.
Arbitration You agree that all claims, disputes or controversies that may arise between you and us and/or any of our present or former managers/officers, members, directors, employees or principals concerning or arising from (i) the Site or the Content; or (ii) the construction, performance or breach of this Agreement shall be adjudicated by a single arbitrator in Denver, Colorado under the Rules and auspices of the American Arbitration Association.
Arbitration shall be final and binding on the parties and judgment upon the arbitration award may be entered in any court, state, federal or foreign, having jurisdiction over the subject matter thereof. Except as otherwise provided below, the parties hereby waive their right to seek remedies in court, including the right to a jury trial. You acknowledge and accept the fact that arbitration discovery is generally more limited than and different from that in court proceedings, and that the arbitrator's award is not required to include factual findings or legal reasoning, and any party's right to appeal or seek modification of rulings by the arbitrator is strictly limited by applicable law. The arbitrator shall be a person who has experience in the securities and/or financial services industries. Each party shall bear its own attorney's fees and costs of arbitration.
Notwithstanding the foregoing, however, VDL shall have the right to initiate and seek legal and equitable relief from a court of competent jurisdiction if and as necessary to protect its intellectual property rights from and against infringement by you or anyone acting in concert with you.
This Agreement shall be construed, governed and enforced in accordance with the laws of the United States and the State of Colorado.
Miscellaneous Neither our Site nor its Content has been approved by any governmental agency or instrumentality, or by any self-regulatory organization. VDL is not registered as an investment adviser or broker-dealer with the SEC or any state securities authority, and nothing contained in our Site shall be construed as an offer or solicitation to buy or sell any securities or other investments.
This Agreement represents the entire statement of the agreement between you and VDL regarding your access to our Site and use of the Content, and supercedes any other agreements or understandings, written or oral, relating to the above-noted subject matter.
You further acknowledge your understanding that our Site and the Content are in no way intended to be a solicitation for money management services offered by Related Persons or Content Providers.
Except as herein provided, no waiver, modification or amendment of any provision of this Agreement will be effective against VDL unless the same is in writing and signed by a manager of VDL.
Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions will continue in full force and effect.
VDL’s failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on VDL’s part to exercise any power or right given to us in this Agreement, or a continued course of such conduct on our part, will at no time operate as a waiver by VDL of such power or right, nor will any single or partial exercise preclude any other future exercise of our rights.
All rights and remedies given to VDL in this Agreement are cumulative and not exclusive of any other rights or remedies which we otherwise have at law or equity.
This Agreement will be binding upon you and your executors, heirs, successors and assigns.
Any and all headings in the text of this Agreement are solely for convenience and reference, and do not constitute a part of this Agreement; nor shall they be construed to affect the meaning, construction or legal effect of this Agreement.
Acceptance By electronically indicating your acceptance of the foregoing Terms and Conditions of this Agreement or accessing the Site or using any of the Site's Content after you have had an opportunity to review this Agreement, you knowledge and agree: (i) that you (including your representatives, heirs, executors, administrators, assigns and attorneys-in-fact) have entered into a legally binding contract between you and VDL; (ii) that you have read and agree to be bound by the Terms and Conditions of this Agreement; (iii) that you agree and intend that this Agreement be the legal equivalent of a signed, written contract, and that it be equally binding ; and (iv) that by electronically agreeing to this Agreement, you acknowledge that you have received a copy of this Agreement, as the same may be revised by VDL from time to time, by your viewing the web page where this Agreement is displayed or otherwise.