Your access to and use of (i) this Web site, which is owned and operated by EquityPremier.com LLC (“EquityPremier.com“), (ii) any financial information services owned or operated by or on behalf of EquityPremier.com, and (iii) all data, information and services provided by or on behalf of EquityPremier.com (collectively, the “Site“) shall be governed by the following terms and conditions of usage and privacy statement (“Terms of Usage“). The Site, and the information contained on or available through the Site, may be accessed only by (i) persons who have been authorized by EquityPremier.com and their employer to use the Site pursuant to these Terms of Usage, or (ii) persons who have been authorized by EquityPremier.com and who have the authority to bind their employer to the use of the Site pursuant to these Terms of Usage (in each case, an “Authorized User“). By clicking the ACCEPT button at the end of these Terms of Usage, you represent that you are an Authorized User and that you accept these Terms of Usage and agree to be bound by them.
If you, or your employer, do not wish to be bound by these Terms of Usage, you must not use the Site. PLEASE READ THESE TERMS OF USAGE CAREFULLY BEFORE USING THE SITE.
Article I – SCOPE AND SITE STRUCTURE
Section 1.1 Structure & Links.
Section 1.1.1 The Site. Through the Site, you can access and view financial information, including complete research reports, estimates data, financial news, market data, and other data and information provided, as the case may be, by third-parties or Members (as defined in Section 1.8) (collectively, “Third-Party Contributors” and “Third-Party Content“) or EquityPremier.com (“EP Content“). All data, Software (as defined in Section 1.4.1), databases, graphics, research, information, opinions, statements, security identifiers, industry classifications or any other material (in any form or media) provided by EquityPremier.com, any Third-Party Contributor or any other third party (collectively, the “Information Providers“) that is accessible or made available on or through the Site, including all Third-Party Content and EP Content that is accessible or made available on or through the Site, will be collectively referred to in these Terms of Usage as “Site Content.” Site Content shall not include any Linked Site Content (as that term is defined in Section 1.1.2).
Section 1.1.2 The Linked Sites. Your use of the Site or Site Content may lead you, via a hyper-link or otherwise, to Web sites independently owned and operated by Third-Party Contributors or other third parties (collectively, the “Linked Sites“). If you click-through to any Linked Site, either directly or indirectly through the Site, you acknowledge and agree that you shall be subject to the terms and conditions of usage and privacy policies applicable to such Linked Sites. All data, software, databases, graphics, research, information, opinions, statements, security identifiers, industry classifications or any other material (in any form or media) that is accessible or made available on or through the Linked Sites will be collectively referred to in these Terms of Usage as “Linked Site Content.”
Section 1.2 Posted Guidelines. In addition to these Terms of Usage, when using the Site, you shall be subject to and agree to follow any posted guidelines or rules, which may be posted from time to time, including without limitation any and all disclaimers and restrictions on use contained in any Site Content.
Section 1.3 Scope of Use.
- (i) solely for your own personal use in connection with the lawful internal business purposes of your company; and
(ii) in compliance with these Terms of Usage, any restrictions imposed by any Information Provider and all applicable local, state and national laws and regulations.
(i) directly or indirectly grant anyone else access to, or permit anyone else to access or use, the Site or any Site Content;
(ii) display, publish, re-publish, upload, distribute, transfer, sell, assign, rent, timeshare or sub-license any Site Content or access thereto;
(iii) alter, modify, delete, adapt, translate, disassemble, decompile, or reverse engineer any Site Content, or any part of any Site Content, including any Software or any product or service identifications, author attributions, copyright notices, disclosures, disclaimers, trade names, trademarks or proprietary restrictions in such Site Content or any associated documentation;
(iv) create a separate database of any Site Content;
(v) post any Site Content on any intranet, extranet or other application, system or location; or
(vi) use any Site Content to construct or facilitate the construction of any products that compete with the Site, the Site Content, or the products of any Information Provider.
Section 1.3.1 Access: You agree to access and use the Site and all Site Content solely pursuant to your login information (username and password). You agree to notify us and change your password immediately if your password is lost, stolen, or misused. You are responsible for all activity (including any unauthorized activity) attributable to your login information.
Section 1.3.2 Obligations: You agree to access and use the Site and all Site Content:
Section 1.3.3 Restrictions on Use: Except as specifically authorized in Section 1.4, you shall not:
Section 1.3.4 Entitlement Rights: Please note that you may not be able to gain access to all of the Site Content. Your entitlement to Site Content may be limited by (i) applicable laws and regulations (including securities laws) or (ii) internal policies and practices of the applicable Information Provider, in each case as may be amended from time to time. Such restrictions are maintained via an entitlement system which controls your ability to view particular items of Site Content. EquityPremier.com disclaims any and all liability associated with entitlement decisions made by Information Providers.
Section 1.4 Software.
Section 1.4.1 Generally. EquityPremier.com or other Information Providers may from time to time enable you to download computer software and related documentation and/or technical information from the Site (including toolbars, plug-ins, add-ins, upgrades, enhancements modifications or other software) (collectively, the “Software“). Your use of any such Software is governed by these Terms of Usage. For the avoidance of doubt, Software shall be considered Site Content for all purposes under these Terms of Usage.
Section 1.4.2 Limited License. EquityPremier.com hereby grants to you, the user, a personal, non-transferable, non-sublicenseable license to use the Software, in object code form, for the purpose of accessing, using and/or downloading Site Content or otherwise accessing or using the Site, in each case only in accordance with the intended use of such Software (as specified on the Site or by EquityPremier.com) and solely in connection with the lawful internal business purposes of your company. No other license is granted. You acknowledge that the Software is subject to applicable export control laws and regulations of the U.S.A. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to U.S.A. export restrictions.
Section 1.5 Intellectual Property and Proprietary Rights. You agree that any and all Site Content, including as it is constructed, compiled, prepared, selected and arranged by the Information Providers, (i) constitutes valuable proprietary information and commercial property of the Information Providers, (ii) is protected by United States and international intellectual property laws, including copyright, trademark, trade secret, and patent law, and (iii) constitutes an expenditure of substantial time, effort and money by the Information Providers. You acknowledge that, other than a right to use the Site and the Site Content as contemplated by these Terms of Usage, by giving you access to the Site and the Site Content, neither EquityPremier.com nor any other Information Provider is granting you any proprietary rights in the Site, any Site Content, or any associated trademarks or other intellectual property subsisting in or available through any of the foregoing.
Section 1.6 Registration Data and Access Data. In consideration of your use of the Site, you and/or your employer agree to: (i) provide true, accurate, current and complete Registration Data and Access Data (as defined below in Section 4.2.1) to EquityPremier.com and the other applicable Information Providers, either as provided directly to EquityPremier.com and/or the other applicable Information Providers by your employer or as prompted by the Site, and (ii) maintain and promptly update the Registration Data and Access Data, or similar information provided directly to any Information Provider, and to keep the same true, accurate, current and complete.
Section 1.7 Right to Terminate User Access. EquityPremier.com reserves the right to limit, restrict and terminate your access to and use of the Site at any time, in whole or in part, in its sole discretion and without notice. No Information Provider shall have any liability in connection with the limitation, restriction or termination of your access to or use of the Site.
Section 1.8 Members. As used herein, the term “Member” refers to each of the members of EquityPremier.com.
Section 1.9 Additional Services.
Section 1.9.1. Investment Research Manager. If you are a subscriber to the Investment Research Manager service, you hereby grant to EquityPremier.com a non-exclusive right to access and use the content you submit, or your agents submit on your behalf, including, but not limited to, any research reports or other documents (the “Customer Content”) solely for the purpose of performing the Internal Research Management service. EquityPremier.com shall use the Customer Content solely to perform the Internal Research Management Service. Registration Data, Access Data, and Visitor Data, as each of those terms are defined below, are not considered Customer Content hereunder.
Article II – INDEMNIFICATION
Section 2.1 Indemnification. You agree, at your own cost and expense, to indemnify and hold harmless the Information Providers from and against any claims, losses, damages, liabilities costs and expenses, including reasonable attorney’s fees and costs, as incurred, (i) by any third party arising in any manner out of your use of, or inability to use, the Site, any Linked Site, any Site Content, any Linked Site Content or any Web site, data, software or information accessed or obtained from any of the foregoing, or (ii) arising in any manner out of any breach by you of any provision of these Terms of Usage (including the provision of any Site Content to any person who is not an Authorized User permitted to receive such Site Content); or (iii) arising out of any claim that EquityPremier.com’s use of the Customer Content infringes the intellectual property rights of any third party.
Article III- DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
Section 3.1 Disclaimers.
Section 3.1.1 Site & Site Content. The Site Content is provided for your convenience only, and is not a republication or reconfirmation of any opinion or information contained therein. No Information Provider has undertaken, and does not undertake any duty to update the Site Content or otherwise advise you of changes in its opinion or in the information. The Site Content speaks only as of the date issued. You should not rely on the Site Content as expressing the applicable Information Provider’s current opinion or as representing current information. The Site Content may contain or provide credit, quality, risk and other ratings, research and generalized investment opinions obtained from various sources. You agree that such Site Content (i) is impersonal in nature, are subject to change or withdrawal without notice, (ii) does not constitute legal, accounting, tax or investment advice, (iii) does not take into account your investment objectives, financial situation or particular needs, (iv) does not constitute a solicitation or recommendation for the purchase, sale or holding of any financial instrument or product, or a representation that any investment strategy or product is suitable for you, (v) is meant to be reviewed in its entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices and (vi) is provided for informational purposes only. You also agree that (i) any disclaimers, restrictions, disclosure or hedge clauses in such Site Content apply to any partial document or material in the same manner as they do the whole and will be deemed incorporated in the portion of any Site Content that you consult or download, (ii) hypothetical or projected performance results have inherent limitations, with results that may under- or over-compensate for the impact, if any, of any number of market and economic factors, (iii) no representation is being made that any reliance on any such Site Content will or is likely to achieve profits or losses or any results of any kind. You further agree that (i) no Information Provider is under any obligation to provide such Site Content to you, (ii) if you receive such Site Content or ratings, research or opinions through the Site, any Linked Sites or other means, you may not receive such content at the same time as other customers of the applicable Information Provider or its affiliates, and (iii) no Information Provider undertakes or has undertaken to advise you of changes in the Site Content or ratings, research and opinions made available through any Linked Sites or otherwise provided to you. No Information Provider will, solely by virtue of providing access to any information, be an advisor or a fiduciary to you or your customers, nor will use of the Site give rise to any fiduciary or equitable duties on the part of any Information Provider, including any that would prevent any of the foregoing from acting as principal or agent or dealing with their clients.
Section 3.2 Information “As Is” and “As Available”. THE SITE AND THE SITE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT OR ANY WEB SITE, DATA, SOFTWARE OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING IS AT YOUR OWN RISK. THE INFORMATION PROVIDERS CANNOT AND DO NOT GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, VALIDITY, SEQUENCE, TIMELINESS, COMPLETENESS OR CONTINUED AVAILABILITY OF THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT OR ANY WEB SITE, DATA, SOFTWARE OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. IN NO EVENT SHALL ANY INFORMATION PROVIDER BE LIABLE FOR ANY DECISION MADE OR ACTION OR INACTION TAKEN BY YOU IN RELIANCE ON THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT OR ANY WEB SITE, DATA, SOFTWARE OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. THE INFORMATION PROVIDERS FURTHER EXPLICITLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK OF ANY USE YOU MAY MAKE OF THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT OR ANY WEB SITE, DATA, SOFTWARE OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. NO INFORMATION PROVIDER SHALL BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND ANY AND ALL OTHER FORMS OF DAMAGES OR LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM) CAUSED OR ALLEGED TO BE CAUSED IN CONNECTION WITH YOUR USE OF THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT OR ANY WEB SITE, DATA, SOFTWARE OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING, WHETHER OR NOT FORESEEABLE AND EVEN IF SUCH INFORMATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
Article IV- PRIVACY STATEMENT
Section 4.1 General. The privacy statement contained in this Article IV relates to the online information collection and use practices of the Site. EquityPremier.com recognizes that many visitors and users of the Site are concerned about the information they provide to us, and how we treat that information. This privacy statement has been developed to address those concerns.
Section 4.2 Types of Information Collected. When you visit or access the Site, you may provide us with two types of information: (1) personally identifiable information, which is collected on an individual basis, and (2) general user information that does not contain personally identifiable information, which is collected on an aggregate basis. In some cases, if you choose not to provide us with requested information, you may not be able to access all of the Site Content or the Site’s services.
Section 4.2.1 Personally Identifiable Information: In order to access the Site, during the registration process, either you or your employer will be required to provide EquityPremier.com with certain information; including your name, employer, title, business address, business telephone number and business e-mail address (“Registration Data“). In addition, when you request or view certain Site Content, such as Third-Party Content, the applicable Information Provider may obtain user identifiable information related to your request of, or access to, such content (“Access Data“).
Section 4.2.2 General User Information: In addition to Registration Data and Access Data, we collect and record certain other data and information from and about you in connection with your use of the Site (“Visitor Data“). For instance, similar to other commercial Web sites, the Site utilizes standard technology called “cookies” and Web server logs to collect information about how the Site is used. Cookies are a feature of Web browser software that allows Web servers to recognize the computer used to access a Web site. Cookies are small pieces of data that are stored by a user’s Web browser on the user’s hard drive. Information gathered through cookies and Web server logs may include the date and time of visits, the pages viewed, time spent at the Site, and the Web sites visited just before and just after the Site. You can, of course, disable cookies on your computer by indicating this in the preferences or options menus in your browser. However, it is possible that some parts of the Site will not operate correctly if you disable cookies. You should consult with your browser’s provider/manufacturer if you have any questions regarding disabling cookies. Additionally, while you are accessing the Site our Web servers may recognize your: (i) domain name; (ii) ISP’s domain name; (iii) IP address; (iv) browser type; and (v) operating system. Also, if you contact us with a technical question, we may collect certain information about your systems, including: (i) your browser type, version and settings (e.g., Java and cookie settings); (ii) connectivity information (e.g., SSL/HTTPS compatibility, bandwidth capacity); and (iii) browser plug-in information (e.g., do you have Adobe, what is your media player, can you open Flash files, etc.).
Section 4.3 Disclosure/Use of Information.
Section 4.3.1 Personally Identifiable Information: Registration Data and Access Data may be shared with Information Providers authorizing your use of the Site or providing you with Site Content and third parties who are contracted to perform services on behalf of EquityPremier.com, such as those who assist EquityPremier.com in bringing you the Site. Registration Data will be shared only with those Information Providers requested, by you or your employer, to authorize your use of the Site. Access Data will be shared only with the Information Providers providing Site Content you request or access. Each Information Provider’s use of Registration Data and Access Data will be governed by such Information Provider’s own privacy policies. In addition, Registration Data and Access Data may be used by EquityPremier.com: (i) in order to allow us to provide you with the products and services included within or accessible from the Site; (ii) in order for us to provide you with access to or from the Linked Sites; (iii) for our own marketing and/or research and development purposes; and (iv) in connection with our client services and client management systems. Except as otherwise noted in this Section 4.3.1, EquityPremier.com will not rent or sell personally identifiable information we have collected from or about you without your permission.
Section 4.3.2 General User Information: We use Visitor Data in the aggregate to better understand your use of the Site and to enhance your enjoyment and experience. For example, we may use such information to improve the design and content of the Site or to analyze the programs and services that we offer. We may share Visitor Data with Information Providers or other third parties. Any Visitor Data shared with any Information Providers or other third parties will be disclosed as anonymized or aggregated data.
Section 4.3.3 Legally Required Disclosure. EquityPremier.com may be required to disclose personally identifiable information to governmental, regulatory or self-regulatory entities or agencies in response to their inquiries, to comply with applicable laws or other legal processes, to protect against misuse or unauthorized use of the Site, to limit our legal liability and protect our rights, or to protect the rights and safety of visitors to the Site or the public. In those instances, the information is provided only for that limited purpose.
Section 4.4 Consent to Transfer. The Site is operated in the United States. If you are located outside of the United States, please be aware that any information you provide to us will be transferred to the United States. You consent to the transfer of your information and to EquityPremier.com processing your information in the United States and in other countries and territories for the purposes set out in these Terms of Usage in accordance with applicable law and regulations.
Section 4.5 Data Security. We take reasonable steps to maintain the security of the personally identifiable information that we collect, including limiting the number of people who have physical access to our database servers, as well as installing electronic security systems that guard against unauthorized access. No data transmission over the Internet can be guaranteed to be completely secure and we cannot ensure or warrant the security of any information that you transmit to us, so you do so at your own risk.
Section 4.6 Contact Information. In the event you have any questions regarding these Terms of Usage or your information that is held by us, you may contact us in writing at EquityPremier.com.
Article V – MISCELLANEOUS
Section 5.1 Entire Agreement. These Terms of Usage constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof.
Section 5.2 Changes. EquityPremier.com may change the terms of these Terms of Usage at any time. The most up-to-date version of these Terms of Usage shall be available on the Site. You agree that your continued use of the Site shall constitute acceptance of any new or modified version of these Terms of Usage.
Section 5.3 Third Party Beneficiaries. You agree that all Information Providers are intended third party beneficiaries under these Terms of Usage and shall be entitled to enforce any and all provisions of these Terms of Usage.
Section 5.4 Severability. If any term or other provision of these Terms of Usage is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of these Terms of Usage shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Section 5.5 Governing Law; Forum. These Terms of Usage shall be governed in all respects by the laws of the State of New York, and any litigation arising out of or connected in any way with these Terms of Usage shall take place in a State or Federal court of competent jurisdiction in New York County, State of New York.
Section 5.6 Waiver of Jury Trial. YOU WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS OF USAGE.