Last Modified: May 31, 2018
1.1 The following terms and conditions, the Privacy Statement [http://nexchangenow.com/privacy], and other terms and conditions that may be displayed at the time you use certain features, together with any documents they incorporate by reference, in each case as may be amended by us from time to time (collectively, this “Agreement”), govern your access to, and use of, the Nexchange websites (including NexChangeNOW), Nexchange mobile applications, and/or other Nexchange services and applications that link to this Agreement (collectively, the “Services”) owned or operated by Nexchange Limited (“Company,” “We” or “us”), including any content, information, data, items, materials, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof (collectively, “Content”), functionality, and services offered in connection with the Services, whether as a guest or a registered user.
1.4 The Services are offered and available only to users who are at least 16 years old or, if applicable law requires that you must be older, then the minimum age under applicable law. The Services are not for use by anyone under the age of 16 or whose account that has been terminated by us or otherwise been restricted by us from using the Services. The Services are not designed nor intended for use by children or anyone else under the minimum age requirement. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, do not access or use any of the Services.
2.2 If you agree to the changes to this Agreement, simply continue to use the Services. Your continued use of the Services following the posting of changes to this Agreement constitutes your acceptance and agreement to the changes. If you object to any of the changes to this Agreement, you may close your account. Please check this page frequently and review any changes to this Agreement carefully so you are aware of any changes, as they are binding on you.
3. Accessing the Services and Account Security
3.1 We reserve the right to change, limit, withdraw, or end any Services, including, without limitation, any Content, functionality, or services offered in connection with the Services, and how you may connect and interact with the Services, in each instance in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.
3.2 You are responsible for making all arrangements necessary for you to have access to or use the Services, including any internet or other telecommunication charges that users may incur by accessing the Service; and ensuring that all persons who access the Services through your user account are aware of this Agreement and comply with it.
3.3 To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to register with the Services or otherwise, including, without limitation, through the use of any interactive features on the Services, is governed by our Privacy Statement [http://nexchange.com/privacy.html], and you consent to all actions we take with respect to your information consistent with our Privacy Statement.
3.4 If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information, and ensure that you exit from your account at the end of each session.
3.5 We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason.
4. Intellectual Property Rights
4.1 You acknowledge and agree that the Services and the Content, including User Contributions provided by others, features, and functionality (including, without limitation, all content, information, data, items, materials, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international intellectual property or proprietary rights laws.
4.2 We may disclose any information that we provide [or is provided to us]in connection with the Service to another party in connection with a merger, divestiture, restructuring, reorganization, dissolution, change of control, or other sale or transfer of some or all of the Company’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding.
4.3 You must not:
- copy, reproduce, edit, modify, create derivative works of, distribute, make available, display, sell, publish, broadcast, circulate, use, store, or transfer, in any form or medium, any of the Services or any Content (or any part thereof) provided in connection with the Services, nor permit any third party to do the same, except as expressly authorized by us;
- reproduce, distribute, or use any Content or any derived Content in any commercial news or information service, nor permit any third party to do the same;
- delete or alter any copyright, trademark, or other intellectual property or proprietary rights notices from any Content provided in connection with the Services;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive any source code for any of the Services; or
- excessively download, e.g., one article after another, one entire issue of an e-journal after another, the completion run of an entire e-journal, one after another.
4.4 No right, title, or interest in or to the Services or any Content provided in connection with the Services is transferred or otherwise granted to you under this Agreement. Between you and the Company or its licensors, all right, title, or interest in or to the Services and the Content provided in connection with the Services (other than User Contributions posted by you) are reserved by the Company or its licensors. Any use of the Services or any Content not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, or other laws.
The Company name, NEXCHANGE, , and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use any of the foregoing without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
5. Prohibited Uses
5.1 You may use the Services only for lawful purposes and in accordance with this Agreement. You must comply with all applicable laws and regulations related to your access to or use of the Services. You agree not to use any of the Services:
- in any way that violates any applicable federal, state, provincial, local, or international law or regulation (including, without limitation, laws or regulations related to the financial services industry, intellectual property laws, import or export control laws, and open records laws);
- for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
- to send, knowingly receive, upload, download, use, or re-use any Content which does not comply with this Agreement;
- to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including, without limitation, any “junk mail,” “chain letter,” or “spam,” or any other similar solicitation;
- to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); or
- to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability.
5.2 Additionally, you agree not to:
- use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services;
- use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including, without limitation, monitoring or copying any of the material on the Services, posting or downloading any Content, or sending messages;
- use any manual process to monitor or copy any of the material on the Services or any Content, or for any other unauthorized purpose without our prior written consent;
- use any device, software, or routine that interferes with the proper working of the Services;
- introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
- attempt to gain unauthorized access to, override any security feature of, or interfere with, damage, or disrupt any parts of the Services, the servers used for the Services, or any server, computer, or database connected to the Services;
- attack the Services via a denial-of-service attack or a distributed denial-of-service attack; or
- otherwise attempt to interfere with the proper working of the Services.
6. User Contributions
6.1 The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, instant message functions, user comments to published articles, and other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) Content (collectively, “User Contribution(s)”) on or through the Services.
6.2 The following standards apply to any and all User Contributions. You must ensure that all User Contributions posted by you comply with all applicable federal, state, provincial, local, and international laws and regulations. Without limiting the foregoing, you must not post User Contributions that:
- contain any material that is defamatory, libelous, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise unlawful or objectionable;
- promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- infringe, misappropriate, or otherwise violate any patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights of the Company or any other person or entity;
- include any confidential information, violate the rights (including, without limitation, the rights of publicity and privacy and rights under a contract) of others, or otherwise contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement;
- impersonate any person, or misrepresent your identity, background, your current or previous employment, position or affiliate with any person or entity, or are likely to mislead or deceive any person or entity;
- promote any illegal activity, or advocate, promote, or assist any unlawful act;
- portray realistic images of people or animals being killed or maimed, shot, stabbed, tortured or injured;
- depict violence or abuse of children;
- depict realistic weapons in such a way as to encourage illegal or reckless use of such weapon;
- cause annoyance, inconvenience, or needless anxiety or are likely to upset, embarrass, alarm, or annoy any other person;
- require you to be licensed, regulated, or registered by, or a member of any regulator, governmental agency, exchange or self-regulatory organization, in each case where you do not possess the relevant required license, regulated status, registration or membership;
- involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising; or
- give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
6.3 Any User Contribution you post to the Services will be considered non-confidential. By posting any User Contribution, you grant us and our affiliates and service providers, and each of their and our respective licensors, licensees, successors, and assigns, a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up, sublicensable, transferable, and worldwide license and right to use, access, copy, reproduce, modify, perform, display, process, store, distribute, publish, and otherwise disclose to third parties any such User Contribution for any purpose. Notwithstanding, we will get your consent if we want to give others the right to publish your User Contribution beyond the Service. However, other users may access and share your content and information, consistent with your settings and degree of connection with them.
6.4 You represent and warrant that:
- you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns;
- your User Contributions do not violate any rights of any person or entity; and
- all of your User Contributions do and will comply with all applicable laws and regulations and this Agreement.
6.5 You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you have full responsibility for such User Contributions, including, without limitation, its truthfulness, legality, reliability, accuracy, and appropriateness.
6.6 We are not responsible or liable to any third party, including, but not limited to, any regulator, advisory client, or other person, for any aspect of any User Contributions posted by you or any other user of the Services.
6.7 We have no obligation to retain any User Contributions and no obligation to provide you or any other user recordkeeping, record retention or any other similar services with respect to User Contributions or other Content.
7. Monitoring and Enforcement
7.1 We have the right to:
- remove or refuse to post any User Contributions in our sole discretion;
- modify the way in which User Contributions are viewed (e.g., layout, format, size);
- take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including, without limitation, if we believe that such User Contribution violates this Agreement, infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Company;
- disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including, without limitation, their intellectual property rights or their right to privacy;
- disclose your identity or other information if we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers, or others;
- take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; or
- limit, terminate, or suspend your account or access to all or part of the Services for any or no reason, including without limitation, if we believe you are in violation of any law or regulation or rights of others or in breach of this Agreement, or have misused the Services.
7.2 Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Content on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSORS, LICENSEES, AND SERVICE PROVIDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AND EMPLOYEES, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
7.3 We do not undertake to review or monitor any Content before or after it is posted on the Services, and cannot ensure prompt removal of objectionable Content after it has been posted. Accordingly, we assume no obligation or liability to anyone for any action or inaction regarding (i) the transmission, communication, or distribution of any Content provided by any user or third party, (ii) except as provided in the Privacy Statement, the storage, maintenance, or making available of any such Content, or (iii) the performance or nonperformance of the activities described in this Section 7.
8. Account Termination
You may terminate your account at any time for any reason or no reason subject to the terms and conditions of any transactions pursuant to Section 12 (Online Transactions and Other Terms and Conditions).
9. Copyright Infringement
9.1 We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any Content accessible on or from the Services infringes your copyright, you may request removal of such Content (or access to it) from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- your physical or electronic signature;
- identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works;
- identification of the Content you believe to be infringing in a sufficiently precise manner to allow us to locate that Content;
- adequate information by which we can contact you (including your name, address, telephone number, and, if available, e-mail address);
- a statement that you have a good faith belief that use of the copyrighted Content is not authorized by the copyright owner, its agent, or the law;
- a statement that the information in the written notice is accurate; and
- a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
9.2 Our designated Copyright Agent to receive DMCA Notices is:
Mr. Juwan Lee
Contact Address: 43 West 23rd Street, 2nd Floor, New York, NY 10010, USA
Contact Telephone Number: 1.646.3804845
Email address: [email protected]
9.3 If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
9.4 Please be aware that if you knowingly materially misrepresent that Content or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
9.5 If you believe that Content you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our counter-notice agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
- your physical or electronic signature;
- an identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or access disabled;
- adequate information by which we can contact you (including your name, address, telephone number, and, if available, e-mail address);
- a statement under penalty of perjury by you that you have a good faith belief that the Content identified above was removed or disabled as a result of a mistake or misidentification of the Content to be removed or disabled;
- a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if you reside outside the United States, for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Company with the complaint at issue.
9.6 Completed Counter-Notices should be sent to:
Mr. Juwan Lee
Contact Address: 43 West 23rd Street, 2nd Floor, New York, NY 10010, USA
Contact Telephone Number: 1.646.3804845
Email address: [email protected]
9.7 The DMCA allows us to restore the removed Content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
9.8 Please be aware that if you knowingly materially misrepresent that Content or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
9.9 It is our policy in appropriate circumstances to terminate the user accounts of users who are repeat infringers.
10. Claims Related to Other Violations
10.1 To report potential infringement, misappropriation, or other violation of intellectual property or proprietary rights (other than copyright infringement, which is addressed by Section 9 (Copyright Infringement) or other violations of this Agreement, please contact us at [email protected]. We may remove the relevant Content that violate and terminate the user accounts of users that post such Content.
11. Information About You and Your Access to and Use of the Services
All information we collect on the Services is subject to our Privacy Statement. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Statement.
12. Online Transactions and Other Terms and Conditions
Additional terms and conditions may also apply to specific portions, services, transactions, or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into this Agreement.
13. Linking to the Services and Social Media Features
13.1 You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
13.3 You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
13.4 You must not:
- cause the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any other site; or
- otherwise take any action with respect to the Content provided in connection with the Services that is inconsistent with any other provision of this Agreement.
13.5 The Services may provide certain social media features that enable you to:
- link from your own or certain third-party websites to certain Content on the Services;
- send e-mails or other communications with certain Content, or links to certain Content, on the Services; or
- cause limited portions of Content on the Services to be displayed or appear to be displayed on your own or certain third-party websites.
13.6 You may use social media features solely as they are provided by us and solely with respect to the Content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. We may disable all or any social media features and any links at any time without notice in our sole discretion.
14. Links from the Services
If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
15. Content Provided in Connection with the Services
15.1 Any Content provided by us or third parties in connection with the Services is made available to you solely for informational purposes. Any reliance you place on such Content is strictly at your own risk. We disclaim all liability and responsibility, on behalf of ourselves and our licensors, arising from any reliance placed on such Content by you or any other person or entity.
15.2 The Services include the provision of Content provided by third parties, including, without limitation, Content provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and information and services providers. All statements and opinions expressed in such Content are solely the opinions and the responsibility of the person or entity providing such Content. This Content does not necessarily reflect the opinion of the Company. Content provided by third parties may be inaccurate, incomplete, delayed, misleading, unlawful, offensive, harmful, or objectionable. We are not responsible, or liable to you or any third party, for any aspect of the Content provided by any third parties. We are not responsible, or liable to you or any third party, for any third party’s compliance with applicable law with respect to posting Content, including without limitation: the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder: the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; the U.S. Securities Exchange Act, as amended, and the rules and regulations promulgated thereunder or any other license, regulated status, registration or membership. In addition, we do not monitor such Content, or potential conflicts of interest relating thereto; accordingly, we do not warrant or represent to you that any such Content is accurate, disinterested, or otherwise free from conflict.
15.3 We may update, change, and delete the Content provided in connection with the Services from time to time. Any such Content, including, without limitation, performance information, currency exchange rates and other currency conversion information or any other data relating to any security, commodity or other investment instrument, may be out of date at any given time, and we are under no obligation to update such Content, and you should not rely on such Content for any reason, including, without limitation, in making a determination to purchase or sell any security, commodity or other investment instrument.
16. Not Investment Advice; No Recommendations
You acknowledge that the Company intends to operate pursuant to an exclusion from investment adviser and broker dealer regulation for publishers of impersonal and bona fide financial and market commentary. As such, you acknowledge that the Company is not, and does not intend to be, an investment adviser and that the Services are not intended to provide legal, business, tax, accounting, investment, or other advice. You agree not to construe any of the Content provided in connection with the Services or your interactions with the Company or any other user as legal, business, tax, accounting, investment, or other advice. You agree that the Content provided in connection with the Services does not, and shall not be deemed to, constitute an offer to sell, solicitation of an offer to buy, or a recommendation for any security to you or any other person by the Company or any third party. In addition, you understand and agree that all Content provided in connection with the Services is published without consideration of your individual circumstances, financial, or otherwise. Accordingly, you agree that you are solely responsible for any investment decisions or other determinations made, including, without limitation, the evaluation of any investment or other risks, with respect to any of the Content provided in connection with the Services. You agree to consult your own professional advisors as to any legal, business, tax, accounting, financial, or other advice regarding any Content provided in connection with the Services.
17.1 You understand that we cannot and do not guarantee or warrant that the Services or any Content provided in connection with the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE, ACCESS, OR DOWNLOADING OF THE SERVICES OR ANY CONTENT, OR ON ANY WEBSITE LINKED TO IT.
17.2 YOUR USE OF THE SERVICES AND THE CONTENT PROVIDED IN CONNECTION WITH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND THE CONTENT PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON OR ENTITY ASSOCIATED WITH THE COMPANY, INCLUDING ITS LICENSORS, MAKES, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE COMPANY AND ANY SUCH PERSON AND ENTITY EXPRESSLY DISCLAIMS, ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR CONTENT PROVIDED IN CONNECTION WITH THE SERVICES. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY PERSON OR ENTITY ASSOCIATED WITH THE COMPANY, INCLUDING ITS LICENSORS, REPRESENTS OR WARRANTS (I) THAT THE SERVICES OR THE CONTENT PROVIDED IN CONNECTION WITH THE SERVICES WILL BE ACCURATE, COMPLETE, TIMELY, USEFUL, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, (II) THAT DEFECTS WILL BE CORRECTED, (III) THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT THE SERVICES OR ANY CONTENT PROVIDED IN CONNECTION WITH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
17.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ANY PERSON OR ENTITY ASSOCIATED WITH THE COMPANY, INCLUDING ITS LICENSORS, HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
17.4 THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. Limitation on Liability
18.1 IN NO EVENT WILL THE COMPANY OR ANY PERSON OR ENTITY ASSOCIATED WITH THE COMPANY, INCLUDING ITS LICENSORS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO THE SERVICES, OR ANY CONTENT PROVIDED IN CONNECTION WITH THE SERVICES OR SUCH OTHER WEBSITES.
18.2 IN ANY EVENT, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
18.3 TO THE EXTENT THE FOREGOING SUB-CLAUSES 18.1 OR 18.2 ARE UNENFORCEABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU IN ANY CALENDAR YEAR FOR ALL DAMAGES, COSTS, LOSSES, AND CAUSES OF ACTION IN THE AGGREGATE (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY) AND WHETHER OR NOT WE WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OR THE POSSIBILITY OF SUCH DAMAGE ARISING FROM THIS AGREEMENT, INCLUDING OUR PRIVACY STATEMENT, OR USE OF ANY SERVICE EXCEED, IN THE AGGREGATE, THE HIGHER OF (I) THE ENTIRE AMOUNT OF CHARGES PAID OR PAYABLE BY YOU TO THE COMPANY FOR ANY CHARGEABLE SERVICES DURING THE RELEVANT CALENDAR YEAR; AND (II) US$100.00.
18.4 THE FOREGOING SUB-CLAUSES 18.1 TO 18.3 DO NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless the Company and its Affiliates, licensors, licensees, and service providers, and their respective directors, officers, and employees from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement or your use of the Services, including, without limitation, your User Contributions or any use of Content provided in connection with the Services (including, without limitation, your reliance on any such Content in your decision to purchase or sell any security).
20. Governing Law and Jurisdiction
20.1 All matters relating to the Services and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York, the United States, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York, the United States, or any other jurisdiction).
20.2 Any legal suit, action or proceeding arising out of, or related to, this Agreement or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
21. General Terms
21.1 No waiver by the Company of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
21.2 If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
21.3 You may not assign this Agreement, or any rights or obligations hereunder. The Company may assign this Agreement to an affiliate or in connection with a merger, divestiture, restructuring, reorganization, dissolution, change of control, or other sale or transfer of some or all of the Company’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding. Any attempt to assign this Agreement, or any rights or obligations hereunder, in contravention of this Section 21.3 shall be null and void.
21.4 Nothing in this Agreement shall constitute a partnership or joint venture between you and the Company.
21.5 Except as may be expressly set forth herein, no provision of this Agreement shall be construed to provide or create any third party beneficiary right or any other right of any kind in any third party.
21.6 Where the Company has provided you with a translation of the English language version of this Agreement you agree that the translation is provided for your convenience only and that the English language version of this Agreement will govern your relationship with the Company.
21.7 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.
21.8 The use of headings in this Agreement is for convenience and shall not affect the interpretation of this Agreement.
21.9 This Agreement constitutes the sole and entire agreement between you and the Company with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services.
22. Your Comments and Concerns
22.1 All notices of copyright infringement claims should be sent to the copyright agent designated in Section 9 (Copyright Infringement) in the manner and by the means set forth therein.
22.2 All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: [email protected]. Unless otherwise agreed to in writing by the Company, you agree that any communications you transmit to anyone through the Service, including (without limitation) questions, comments, suggestions, ideas, plans, notes, account information, or other material, data or information, including, but not limited to, including but not limited to, text, video and images (collectively, “Information”), are non-confidential and upon transmission of such information to the Company via email or other means you grant us and our affiliates and service providers, and each of their and our respective licensors, licensees, successors, and assigns, a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up, sublicensable, transferable, and worldwide license and right to use, access, copy, reproduce, modify, perform, display, process, store, distribute, publish, and otherwise disclose to third parties any such Information for any purpose.