TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS (“T&C”) CONSTITUTE A BINDING AGREEMENT. PLEASE READ THE T&C CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES.

Overview

Selerity Inc. (“Selerity”, “we” or “us”) is a provider of an information platform and various analytical software applications (collectively, the “Tools”) as well as a variety of financial and other content and information (collectively, the “Content”).  The Tools and Content offered by Selerity (collectively “Services”) are comprised of (a) Content and Tools generated and developed by Selerity (“Proprietary Content” and “Proprietary Tools”), (b) Content and Tools that Selerity sources from third party providers (“Third Party Providers”) under license terms (“Third Party Content” and “Third Party Tools”, and collectively “Third Party Service(s)”), and (c) Content generated by users of the Services and submitted and licensed to Selerity hereunder (“User Generated Content,” as defined more fully below).  Such Services are provided to Selerity’s clients through various means, including through this site www.seleritysync.com (“Site”).

Agreement

By accessing or using the Site, you (“you” or “your”) signify that you have read, understand and agree to be bound by these T&C, whether or not you are a registered member of Selerity. Any references to these T&C include the Selerity Privacy Policy, the Third Party Terms & Disclaimers, and the Selerity Copyright Policy, all of which are hereby incorporated herein by reference.  If you do not agree to these T&C, please do not access or otherwise use the Site or any Services contained herein.

These T&C constitute the entire agreement between you and Selerity regarding the subject matter hereof, except to the extent set forth below. These T&C supersede all prior versions of T&C or any other written or oral agreements previously in effect between Selerity and you. To the extent that your organization and Selerity enter into a separate agreement that governs your access to the Site and your use of the Services in your capacity as an employee or agent, or otherwise, on behalf of your organization, the terms of any such agreement will govern should there be any conflict between such agreement and these T&C, but only to the extent that such agreement makes an express reference to these T&C and the Site. Notwithstanding the foregoing, you shall adhere to all obligations and standards of conduct set forth in these T&C.

We reserve the right to require you to sign a non-electronic version of these T&C.

Modifications to the T&C

We reserve the right, at our sole discretion, to change, modify, add, or delete these T&C, or any portion hereof, at any time without further notice to you.  If any material term is changed, we will post notification of such change on the Site and also revise these T&C to reflect such change. We will indicate at the bottom of these T&C the date these T&C were last revised. It is your responsibility to regularly check the Site to determine if there have been changes to these T&C and to review such changes.

Some Services available through the Site may have additional terms, conditions and restrictions associated with them, which are or will be posted on those pages from which such Services may be accessed. You agree that any and all such additional terms, conditions and restrictions will apply to your use of the Site and Services and that, if they are in conflict with these T&C, such additional terms, conditions and restrictions will control.

ANY AND ALL MODIFICATIONS TO THESE T&C WILL BE EFFECTIVE UPON POSTING.  BY CONTINUING TO ACCESS OR USE THE SITE AND/OR SERVICES, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THE THEN CURRENT T&C. IF YOU DO NOT AGREE TO THESE T&C, SELERITY IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO THE SITE AND/OR SERVICES AND YOU SHOULD IMMEDIATELY DISCONTINUE YOUR USE THEREOF.

We may from time to time request that you confirm, including in writing, your agreement to and/or compliance with any part of these T&C as a condition to your continued access to and use of the Site and/or the Services.

Changes, Additions or Discontinuance of the Site and/or Services

We reserve the right, at any time and in our sole discretion, to (a) change, modify, add, eliminate or discontinue the Site and/or the Services, or any portion or feature thereof, and (b) impose fees, charges or other conditions for use of the Site or the Services or parts thereof (with reasonable notice).

BY CONTINUING TO ACCESS OR USE THE SITE AND/OR THE SERVICES, YOU ARE INDICATING YOUR AGREEMENT TO ANY SUCH CHANGES TO THE SITE AND/OR SERVICES. IF YOU DO NOT AGREE TO SUCH CHANGES, SELERITY IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO THE SITE OR THE SERVICES AND YOU SHOULD IMMEDIATELY DISCONTINUE YOUR USE THEREOF.

Eligibility to Access and Use the Site and Services

You may access the Site and use the Services only if you are permitted to do so by, and have obtained all necessary consents, waivers or permissions from, your organization. You must review employment agreements, employee manuals, codes of conduct, consulting agreements and other similar policies and agreements (if any) of the organization which has hired or engaged you to ensure you are able to access and use the Site and Services and submit User Generated Content. You should also consider contacting appropriate persons within the organization you work for (if applicable) to confirm that your participation is permissible and to receive any consents required. It is your responsibility to determine whether it is appropriate for you to access or use the Site and the Services.

This Site and the Services are intended solely for users who are eighteen (18) years of age or older and who are not considered to be minors in the state of residence. By accessing and using the Site and/or the Services, you confirm and represent that you are eighteen (18) years of age or older.

If you are unsure about your ability to comply with these T&C, then you must refrain from accessing the Site and from using the Services.

All users, whether visitors, registered members of Selerity or persons otherwise using or accessing the Site and/or the Services are collectively referred to herein as “users”.

Registration Data and Account Security

By accessing and using the Site and/or the Services, you acknowledge and agree (a) to provide accurate, current and complete information about you as may be requested by any registration forms or templates on the Site, (b) to maintain the security of your password, user ID and/or other access methods you may be granted as a registered member of Selerity, (c) to maintain and promptly update your registration data, and any other information you provide to us, to keep it accurate, current and complete, and (d) that you are fully responsible for any and all use of your account and for any and all activities that occur through the use of any password, user ID or other access methods you may be granted as a registered member of Selerity, whether or not such use is authorized by you.  In addition, you agree not to access or attempt to access any password-protected portions of the Site without an authorized access method or through any means other than by utilizing your authorized access method on the appropriate web page or web tools.

Note that any information you provide as part of your registration or that we otherwise collect about you is subject to the Selerity Privacy Policy. When registering, you need to select a unique user name and password. We reserve the right to refuse giving you a user name if we believe it impersonates someone else's name, or if we feel it is otherwise inappropriate. We are not, however, responsible for any user impersonating you on our Site or the Services.  It is your responsibility to choose your user name and password wisely.  If you have concerns or believe that someone is impersonating you or is otherwise using your user name and/or password without your authority, you must notify us immediately at  support@seleritycorp.com.

You may not use another user’s account without such user’s permission.  You may not register (a) for more than one user account, (b) on behalf of an individual other than yourself, or (c) on behalf of any group or entity.

You may choose to submit User Generated Content under an alias or screen name.  You may not use an alias or screen name that is threatening, abusive, offensive, harassing, derisive, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable. By using your alias or screen name, you may not impersonate any individual or entity, or falsely or deceptively state, infer or otherwise misrepresent your affiliation with or connection to any person or entity. If you choose an alias or screen name, you will be responsible for all statements made and acts or omissions that occur through the use of your alias or screen name, whether or not authorized by you.  Note  that even if you choose to be publicly identifiable only by the alias or screen name, Selerity’s records will retain your identity as the author of any User Generated Content you submit to the Site.

We reserve the right to disclose, in accordance with the Selerity Privacy Policy, any information about our users, including registration data, in order to (a) satisfy any applicable law, rule, regulation, legal process, subpoena or governmental request,  (b) enforce these T&C, and/or (c) protect the rights, property or safety of Selerity, its Third Party Service Providers, its users and/or the public.

We reserve the right to immediately discontinue your access to and use of the Site and/or the Services and to cancel your password or other access methods for any reason and at any time, in our sole discretion.

Ownership and Intellectual Property Rights

You agree that the Site and the Services and all content therein, including, without limitation, the Content, Tools, works of authorship, software, text, information, data, graphics, images, photos, logos, button icons, audio, video, design, interactive features, structure, organization, data compilation, meta data, look and feel, advertising and any and all other features and elements, in any media or format, that are or may in the future become available through the Site or the Services, any improvements or modifications to such content, any derivative works based thereon, and the collection, arrangement and assembly of all such content, are (a) our property, (b) the property of our Third Party Providers, or (c) the property of users that submitted User Generated Content, and are protected by United States and international copyright and other intellectual property laws.

Any use of the Site or the Services, other than as specifically authorized herein, without the prior written permission of Selerity, is strictly prohibited and will terminate automatically your limited license granted herein. Such unauthorized use may also violate applicable laws including securities laws, intellectual property laws and other applicable rules, regulations and/or statutes.

SELERITY, SELERITYSYNC and other trademarks, services marks and logos displayed and used via the Site or the Services are the proprietary trademarks or service marks of Selerity or third parties.  Selerity’s marks may not be used in connection with any product or service that is not Selerity’s, in any manner that is likely to cause confusion among consumers, or to disparage or discredit Selerity.  All other trademarks, service marks, and logos not owned by Selerity that appear via the Site or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Selerity.  You may not use, copy, modify or display any of the trademarks, service marks, names or logos appearing on the Site or via the Services without the express written permission of the service mark or trademark owner.

You acknowledge that you do not acquire any ownership rights in or to the Site or the Services through your access to and use thereof.  There are no implied licenses or rights under these T&C and all rights not expressly granted herein are reserved to Selerity.

Use of the Site and Services

Absent our advance written consent, and except for your own User Generated Content, you may not use, download, upload, reproduce, copy, duplicate, print, sell, publish, distribute, license, transmit, disseminate, perform, display, post, broadcast, create new works from or derivative works based on, reformat, rearrange or modify the Content or Tools, create abstracts from, scrape or display headlines from the Content, upload the Content or Tools on any Internet, Intranet or Extranet site or incorporate the Content or Tools in any other database or compilation, including any online bulletin boards, message boards, blogs, newsgroups, chat rooms, mail lists or in any other manner or otherwise exploit the Site or Services, except that: (a) if an email, download or other sharing functionality is present with respect to a particular Content, you may use such functionality to share such Content with other individuals, and (b) with respect to Proprietary Content, where no email, download or sharing ability exists, you may occasionally distribute a single copy of a Content item in non-electronic form to a no more than three (3) individuals without charge, solely for such individual’s personal, non-commercial use and provided that you include all copyright and other proprietary rights notices in the same form in which the notices appear in the Site or the Services.

Note that with respect to Third Party Content or User Generated Content, you should not assume that you have the limited distribution rights granted in the foregoing paragraph. Such rights may be limited and subject to special terms, conditions and restrictions set forth below in these T&C or in the Third Party Terms & Disclaimers.

In addition you agree not to: (a) restrict, inhibit or otherwise interfere with any other visitor’s use of the Site or the Services, including, without limitation, by means of "hacking" or defacing any portion of the Site or the Services or otherwise impairing or overburdening them; (b) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or Services; (c) "frame" or "mirror" any part of the Site or the Services without our prior written authorization; (d) use any robot, spider, site search/retrieval application, or other manual process or automatic device or application or extraction tool to access, monitor, copy, use, download, retrieve, index, extract, "data mine," interact, or in any way reproduce or circumvent the navigational structure or presentation of the Site or the Services; (e) harvest or collect email addresses or other contact information of visitors to the Site without their express written consent; (f) send unsolicited or unauthorized advertisements, spam, chain letters, or other communications to other users of the Site and Services; (g) upload or transmit any User Generated Content that contains or embodies a software virus, worm, cancel bot, Trojan horse or other harmful, contaminating or destructive feature, computer code, file or program, or otherwise violates the restrictions on such User Generated Content set forth in these T&C; or (h) violate any local, state, national or international law, rule, regulation or order of any court, including, but not limited to, regulations of the U.S. Securities and Exchange Commission, any rules of any securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or The Nasdaq Stock Market in conjunction with your use of the Site or the Services.

User Generated Content

General. The Site permits the submission of content by users, and the hosting, sharing and publishing of such user content, including, without limitation, user names, articles, events, information, data, projections, links, the ability to tag, rate, vote, offer predictions and comment on and engage in discussions regarding articles, companies, events and various topics, as well as private messages via Selerity’s messaging system, alerts and reminders. Any such content, including, without limitation, information, graphics, audio, images, and links you submit as part of creating your user profile or in connection with any of the foregoing activities is referred to as "User Generated Content" in these T&C and is subject to terms and conditions set forth herein.

License. You agree that upon uploading, posting or submitting your User Generated Content on the Site, such User Generated Content shall be considered non-confidential information, and you automatically grant to us, a non-exclusive, fully transferable and sublicenseable, worldwide, fully paid-up, perpetual, irrevocable, unrestricted right and license to use, distribute, publicly perform, display, reproduce, modify, adapt, translate, incorporate into other works, create derivative works based on, and otherwise use and commercially exploit, your User Generated Content, in whole or in part, in any and all media formats and through any and all media channels, now known or hereafter devised, in any manner and for any purpose, without any duty to provide attribution or compensation to you. You also grant us the right to authorize the use by other users of the Site or the Services of your User Generated Content, or any portion thereof, in accordance with these T&C, including the rights to feature your User Generated Content specifically on the Site and/or Services and to allow other users to request access to your User Generated Content, such as through an application programming interface (API), RSS Feed or other means. You represent and warrant to us that you have all the necessary legal rights, power and authority to upload, post or submit User Generated Content and to grant us the foregoing license rights and that such actions will not violate any law or the rights of any person or entity.

Selerity does not acquire any ownership rights in your User Generated Content; rather, as between you and Selerity, and subject to the rights you granted to us hereunder, you retain ownership of all such User Generated Content.

Compilations and Other Derivative Works. Notwithstanding the foregoing, as between you and Selerity, all rights, title and interest in and to any and all compilations, derivative works, and any and all other works created by or on behalf of Selerity based on, incorporating or otherwise comprising your User Generated Content, shall be owned by Selerity, subject to your rights in such User Generated Content.

Backup. You are solely responsible, at your sole cost and expense, for creating backup copies and/or replacing any User Generated Content you post or store on the Site or via the Services. When you post User Generated Content to the Site or the Services, you authorize us to make such copies and backups as we deem necessary in order to facilitate the posting and storage of User Generated Content on the Site.

Removal by User. In certain circumstances, User Generated Content may be removed from the Site after such User Generated Content is posted. For further information about such removal of User Generated Content, please contact us at support@seleritycorp.com.  Please note that “removal” of User Generated Content means only that it will not be visible to other users via the Site or the Services.  All User Generated Content, whether removed or not, is retained by Selerity and is subject to the license set forth above.  Notwithstanding any removal by you from the Site or the Services of your User Generated Content, you agree that Selerity’s license to your User Generated Content shall continue perpetually as specified above.

Rules of Conduct. You represent and warrant that your User Generated Content and any other actions you may take while using the Site or Services shall not constitute, include or result in any of the following: (a) promotion of or incitement to hatred toward groups based on race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity, (b) pornography or pedophilia materials, (c) direct or veiled threats against any person or group of people or content that is otherwise harmful, abusive, offensive, harassing, derisive, tortuous or objectionable, (d) invasion of privacy or violation or disclosure of the private and confidential information of any third party, including, without limitation, credit card numbers, Social Security Numbers, and driver's and other license numbers, (e) violation of any right of publicity, (f) impersonation of others in a manner that is intended to or does mislead or confuse others, including, without limitation, with respect to any user name chosen by you, (g) use for unlawful purposes or for promotion of dangerous and illegal activities, (h) spamming or solicitations, including, without limitation, junk mail, “chain letters” or “pyramid” schemes of any sort or invitations to participate in any of them, (i) personal attacks, (j) profanity, obscenity or vulgarity, (k) business solicitations or advertising, (l) libel or defamation, (m) expression, suggestion or implication that any statements you make are endorsed by us, without our prior written consent,  (n) content that you either know or should know is false, deceptive or misleading, or misrepresents or deceives others as to the source, accuracy, integrity or completeness, (o) infringement of any intellectual property or other proprietary rights of any individual or entity, (p) transmission of any non-public or otherwise restricted, confidential or proprietary information of any individual or entity without the express authorization of such individual or entity, (q)  transmission of content which is prohibited under any law, rule, regulation or order of any court, or prohibited as a result of any employment, contractual, fiduciary or other legal obligation or relationship, or (r) violation of any local, state, national or international law, rule, regulation or order of any court, including, but not limited to, regulations of the U.S. Securities and Exchange Commission, any rules of any securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or The Nasdaq Stock Market.

Rules of Disclosure. When you submit any User Generated Content, you also agree: (a) that such User Generated Content represents your good faith views and is, to the best of your knowledge, true and correct, (b) to refrain from disclosing any material, non-public information, (c) to disclose your position in any stock or issuer with respect to which you make any recommendation to buy, sell or hold or make any positive or negative statement in User Generated Content at the time of submission, (d) to disclose that you presently intend to sell or buy a stock within fifteen days of submission of User Generated Content that includes any recommendation to buy, sell or hold or any positive or negative statement with respect to such stock or issuer, (e) to refrain from writing about a stock or issuer with the intention of boosting or reducing such stock's price and from selling (or buying) the stock to strengthen or weaken it, and (f) to avoid potential or actual conflict of interests including, but not limited to, by disclosing any material relationships with companies whose stocks you refer to in User Generated Content or with parties that stand to gain in any way from the viewpoint you are providing (e.g., employment with, consulting for, advertising or sponsorship arrangement with, or receipt of any compensation to provide research, analysis or coverage from, a company you write about, or writing about oil or gas when you sponsor an oil or gas exploration company).

Good Citizenship. When creating and submitting User Generated Content, you agree to act in good faith, in a professional manner, to the best of your ability, and in accordance with these T&C and applicable law. You agree that your User Generated Content will, in both tone and content, contribute in a positive and high quality manner to the substantive exchange of information and the subject matter of the Site and the Services.

Editorial Discretion. Selerity has no obligation to pre-screen or monitor any User Generated Content and does not guarantee that User Generated Content will be truthful, accurate, complete, or of any quality or value or in compliance with these T&C.

Without limiting the generality of the foregoing, Selerity reserves the right, in its sole discretion and without further notice to you, to monitor, investigate, censor, edit, modify, move, delete, or remove any User Generated Content posted on the Site, any emails, profiles or other personalized information or any Content transmitted to or from your account or a Selerity email account, at any time and for any reason, including, without limitation, if Selerity believes, in its sole discretion, that such modification of removal is necessary to (a) satisfy any applicable law, rule, regulation, legal process, subpoena or governmental request, (b) enforce these T&C, (c) protect the rights, property or safety of Selerity, its Third Party Service Providers, its users and/or the public, and/or (d) to maintain an environment of courteous, credible, responsible and open exchange of information.  In the event Selerity provides any notice of any nature indicating Selerity has reviewed any User Generated Content, such notification shall not constitute verification by Selerity of the information contained therein, or the accuracy, completeness or adequacy of such information.

It is Selerity’s editorial policy to disclose to users when research firms or authors who submit articles are directly compensated by a company for coverage of that company's stock or business.

Contact. If you have any comments on our policies, or any complaints or concerns of any kind about any User Generated Content, please contact us at support@Seleritycorp.com.  Please note, however, that while we will endeavor to review all of the information that you communicate to us, we may not be able to take action or respond directly to each and every e-mail.

Securities Disclaimers

The Site and the Services and any Content do not constitute investment, tax or legal advice, and nothing on the Site should be construed as a recommendation of any security, transaction or investment strategy by Selerity, its Third Party Service Providers, their affiliates or any third party.

To the extent that any of the Content may be deemed to be investment advice or recommendations in connection with a particular security, transaction or investment strategy, such Content is impersonal and not tailored to the investment needs of any specific person. You understand that an investment in any security, transaction or investment strategy is subject to a number of risks.

You understand that the Site may contain opinions pertaining to securities, transactions and investment strategies mentioned in other Selerity services, and such opinions may differ from one Selerity service to another.  You understand that while we require our employees and contractors that create Proprietary Content to disclose every stock or issuer in which they have a personal interest, such stock or issuer can also be mentioned in Third Party Content or User Generated Content where the parties creating such Content may have a position they trade for their own account (provided that such position is required to be disclosed pursuant to these T&C, as described above).

Content containing any forward-looking statements regarding market events, or events or developments with respect to any specific securities, transactions, investment strategies or issuers, is based upon expectations or beliefs, should not be relied on, is subject to change due to a variety of factors, and involves inherent risks and uncertainties, both general and specific, many of which cannot be predicted or quantified and are beyond Selerity’s control.  In light of these risks and uncertainties, there can be no assurance that any such Content is now or will prove to be accurate.

From time to time, reference may be made on our Site or via the Services to articles and opinions we have published. These references may be selective, may reference only a portion of an article or opinion, and may not to be current as market conditions constantly change.  All Content on the Site is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. You are responsible for setting your browser to ensure you are receiving the most recent data.

Certain information and data provided in connection with the Site and Services may be delayed as specified by financial exchanges or Third Party Service Providers.

Selerity is not responsible for monitoring communication among users. It is each user's responsibility to make sure that any dialogue or communication initiated is not in violation of any securities law or the policy of the user's employer or other organization by which such user has been engaged.

Content, including Third Party Content and User Generated Content, reflects subjective determinations by users, Selerity and/or Third Party Providers (as applicable) based on a variety of factors.  You acknowledge that you are capable of independently analyzing such Content using your own personnel, expertise, due diligence and decision making.

Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SELERITY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATES) NOR ITS THIRD PARTY SERVICE PROVIDERS MAKES ANY WARRANTIES OR REPRESENTATIONS, AND SELERITY AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR REPRESENTATION AS TO THE AVAILABILITY, OPERATION, PERFORMANCE AND/OR USE OF THE SITE AND/OR SERVICES, OR ANY OTHER INFORMATION, CONTENT OR MATERIALS ON OR ACCESSED VIA THE SITE OR SERVICES (INCLUDING USER GENERATED CONTENT OR ANY COMPONENTS THEREOF OR YOUR RELIANCE ON ANY USER GENERATED CONTENT, AND INCLUDING ANY PROJECTIONS OR PREDICTIONS PERTAINING TO FUTURE EVENTS), INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE (WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED), TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  IN ADDITION, NEITHER SELERITY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES) OR ITS THIRD PARTY SERVICE PROVIDERS WARRANTS OR GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS, AVAILABILITY OR COMPLETENESS OF THE SITE, SERVICES USER GENERATED CONTENT, OR ANY OTHER INFORMATION, CONTENT OR MATERIALS ACCESSIBLE VIA THE SITE OR SERVICES, INCLUDING ANY PROJECTIONS AND PREDICTIONS PERTAINING TO FUTURE EVENTS.  NEITHER SELERITY NOR ITS THIRD PARTY SERVICE PROVIDERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF THE SITE, INCLUDING ANY PROPRIETARY CONTENT, THIRD PARTY CONTENT OR USER GENERATED CONTENT.  FURTHER, SELERITY AND ITS THIRD PARTY SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SITE AND/OR THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, SERVICES AND USER GENERATED CONTENT AND ALL COMPONENTS THEREOF, AND ANY OTHER INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR ACCESSED VIA THE SITE OR THE SERVICES, ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND YOUR USE THEREOF IS AT YOUR  OWN RISK..

Some jurisdictions do not allow the exclusion of implied warranties, therefore the above exclusions may not apply to you.

Notwithstanding any rules of conduct or provisions set forth in these T&C, Selerity and its Third Party Service Providers do not control and therefore are not responsible for the actions of users on or off the Site or for any User Generated Content that is offensive, inappropriate, obscene, unlawful, objectionable or is otherwise created or otherwise submitted in violation of these T&C.

The Site, Services and User Generated Content may include information, facts, views, opinions, projections and recommendations of individuals and organizations with an interest therein. Neither Selerity nor any of its Third Party Service Providers necessarily endorses, supports, sanctions, encourages, verifies, or agrees with these facts, views, opinions, projections or recommendations, or provides investment advice, or advocates the purchase or sale of any security or investment.

Selerity does not and has no obligation to screen, edit, or review User Generated Content.  You should be aware that other users may not be who they claim they are. We take no action to perform a background check on any of our users’ profiles. We do not guarantee that users’ profiles are accurate. You should also be aware that other users may use our Site and Services for personal gain.  User Generated Content may be misleading, deceptive, or erroneous, and you acknowledge and agree that any use by you of any User Generated Content is at your own risk.

You also acknowledge that the Site and/or the Services may contain links to third party websites or services from other providers that may offer you the ability to download or access software, content or Services. Additionally, the Site may display advertisements from third parties, such as banner advertisements and pop-up texts, and links to the sites of such advertisers. Selerity is not responsible for the content of such advertisements or any links, or any products, services or other materials relating to such advertisements, any linked site, or any link contained in a linked site.  Selerity neither controls nor endorses or sponsors such advertisements or other websites or any content therein, and has not reviewed or approved any content that appears on such advertisements or other websites.  IN NO EVENT WILL SELERITY OR ITS THIRD PARTY PROVIDERS BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY ADVERTISEMENT DISPLAYED ON THE SITE, OR ANY PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY SUCH ADVERTISEMENT, ANY LINKED THIRD PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE.

No opinion, advice or statement of Selerity (including its officers, directors, employees, agents and affiliates) its Third Party Service Providers or any users, whether made on the Site, via the Services or otherwise, shall create any warranty hereunder.

Under no circumstance shall Selerity (including its officers, directors, employees, agents and affiliates), its Third Party Service Providers be liable for users’ losses or gains arising out the Site, Services or User Generated Content.

Limitation of Liability

IN NO EVENT SHALL SELERITY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATES) BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, TRADING LOSSES, LOSS OF PROFITS, OR DAMAGES FOR LOST TIME OR GOOD WILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE OR IMPROPER USE OF THE SITE, THE SERVICES OR ANY USER GENERATED CONTENT, OR ANY OTHER INFORMATION, CONTENT OR MATERIALS AVAILABLE VIA THE SITE OR THE SERVICES, INCLUDING ANY PROJECTIONS OR PREDICTIONS PERTAINING TO FUTURE EVENTS.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY OF THE SERVICES IS TO STOP USING THE SITE AND THE SERVICES. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO SELERITY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATES) FOR ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTION WHATSOEVER ARISING UNDER OR RELATED TO THIS AGREEMENT, (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, BUT EXCLUDING GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR DEATH OR BODILY INJURY CAUSED BY SELERITY’S NEGLIGENCE), OR OTHERWISE), SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO US BY YOU, IF ANY, FOR ACCESS TO THE SITE OR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO SUCH DAMAGES, LOSSES, CLAIMS OR CAUSES OF ACTION.

If any applicable authority holds any portion of this section to be unenforceable, the liability will be limited to the fullest possible extent permitted by applicable law.

Indemnification

You agree to indemnify, defend and hold harmless Selerity (including its officers, directors, employees, agents, representatives and affiliates) and its Third Party Service Providers, from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise directly or indirectly out of or from (a) your violation of these T&C, (b) use of the Site or the Services, or any information, content or materials contained, displayed or available therein, by you or any other person accessing the Site or the Services under your authorized access methods, (c) your violation of the rights, including intellectual property rights, of any third party, or (d) User Generated Content.

Further, you agree to cooperate fully in any Selerity inquiry concerning actual, alleged, or potential violations of these T&C. You waive any and all rights against Selerity (including its officers, directors, employees, agents, representatives and affiliates) and its Third Party Service Providers and agree to indemnify, defend and hold them harmless in connection with any claims relating to any action taken by Selerity as part of its investigation of a suspected violation or the result of its conclusion that a violation of these T&C has occurred, including, but not limited to, the removal of User Generated Content from the Site or the suspension or termination of your access to the Site.

Copyright Policy

It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For more information about our policy, please see Selerity Copyright Policy.

User Disputes

You are solely responsible for your interactions with other Site users. In the event that there is a dispute relating to the Site, Services or any User Generated Content between you and another user, you shall immediately notify us and keep us informed of any material updates thereto.

Termination

Selerity may, at any time and in its sole discretion, for any or no reason and without prior notice to you, terminate your access to and use of the Site and/or any or all of the Services. Causes for such termination shall include, but are not limited to: (a) breaches or violations of the T&C or other agreements, policies or guidelines, (b) requests by law enforcement or other government or regulatory authorities, or (c) violation of third party copyrights or other intellectual property rights.

All sections of these T&C which by their nature survive termination shall continue in full force and effect beyond any termination of these T&C, including, without limitation, all provisions which relate to disclaimers, limitation of liability, waiver and indemnification.

Miscellaneous

The Site and the Services are directed solely to individuals residing in jurisdictions in which provision thereof is legal. We make no representation that any Services provided on the Site are appropriate or available for use in other locations. Those who access the Site and use the Services from locations in which such access and use is illegal do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. We reserve the right to limit the availability of the Site and the Services to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion, and to limit the scope of any Service we provide.

These T&C shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction, as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.  In no event shall these T&C be governed by the United Nations Convention on Contracts for the International Sale of Goods. Further, UCITA whether enacted in whole or in part by any state or applicable jurisdiction, regardless of how codified shall not apply to this Agreement and is hereby disclaimed.

In connection with any litigation arising out of or relating to these T&C, each party consents to the exclusive jurisdiction and venue in New York State courts located in the County of New York, in the borough of Manhattan and in the federal courts located in the Southern District of New York.

In the event that any court having competent jurisdiction over the interpretation of these T&C shall finally determine that one or more of the provisions contained herein shall be unenforceable in any respect, then such provision shall be deemed limited and restricted to the extent that such court shall deem it to be enforceable, and, as so limited or restricted, shall remain in full force and effect.  In the event that any such provision or provisions shall be deemed wholly unenforceable, such provision shall be deemed deleted from this Agreement, and the remaining provisions shall remain in full force and effect.  Any such judicial interpretation requiring limitation or deletion of a provision shall be valid only in the jurisdiction in which such interpretation is made.

No failure or delay on the part of either party in the exercise of any right, power or remedy under these T&C shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy.

You may not assign or otherwise transfer these T&C or any rights or obligations hereunder.

Section headings in these T&C are for convenience only and shall not affect the interpretation of any provision of these T&C.

Certain Third Party Terms and Disclaimers

In addition to the terms and disclaimers set forth in the Third Party Terms & Disclaimers page, the following terms and disclaimers shall apply with respect to Third Party Content provided by:

Standard & Poors

“Copyright © 2010, Standard & Poor’s Financial Services LLC (“S&P”). Reproduction of RatingsXpress-Credit Ratings in any form is prohibited except with the prior written permission of S&P. S&P does not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and is not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of ratings. S&P GIVES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. S&P SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTIAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, or LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS) IN CONNECTION WITH ANY USE OF RATINGS.  S&P’s ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the market value of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice.”

Contact

If you have any questions relating to these T&C, the Site, the Services or Selerity, please contact: support@seleritycorp.com.

Updated: November 22, 2010, 05:00 p.m. EDT