Membership Agreement & Terms of Service

Membership Agreement & Terms of Service

1. THIS MEMBERSHIP AGREEMENT & TERMS OF SERVICE FORM A LEGALLY BINDING CONTRACT BETWEEN YOU AND BROKER-DEALER LLC.  IT IS IMPORTANT THAT YOU TAKE THE TIME TO REVIEW THIS MEMBERSHIP AGREEMENT & TERMS OF SERVICE CAREFULLY.

2. Introduction: BROKER-DEALER LLC (BROKER-DEALER), a Delaware Limited Liability Company, provides pursuant to this Membership Agreement & Terms of Service (Terms), certain services through, or related to, the http://www.brokerdealer.com website (Website) as well outside the Website to you (YOU) as well as other persons and entities.  Services through, and outside, the Website are collectively referred to as “Services” in these Terms.  Unless explicitly stated otherwise, BROKER-DEALER as used herein shall be deemed to include BROKER-DEALER as well as all of BROKER-DEALER’s agents, attorneys, employees, shareholders, managers, members, owners, consultants, directors, officers, parent corporations, subsidiary corporations, affiliated corporations, and successors and assigns.

3. Must be 18 or Older:  The opportunity to partake in the Service and Website is not available to minors under the age of eighteen (18) or to anybody who has been previously terminated for violating these Terms.  YOU CERTIFY THAT YOU ARE OVER THE AGE OF EIGHTEEN (18) AND HAVE NOT BEEN OTHERWISE TERMINATED FOR VIOLATING THESE TERMS (IN THEIR PRESENT VERSION OR FORMER VERSIONS.)
    
4. Seek Your Own Legal & Professional Advice: YOU UNDERSTAND THAT BROKER-DEALER IS NEITHER A LAW FIRM NOR A SUBSTITUTE FOR A LAW FIRM.  YOU agree and understand that BROKER-DEALER is not, and does not claim to be, an attorney, accountant, broker or dealer (licensed or otherwise), financial advisor, investment advisor, securities advisor, tax advisor.  BROKER-DEALER  does not advertise, market, promote, purchase, sell or trade securities of any kind, and the information provided through the Account (herein defined), Membership (herein defined), Services or this Website or through other forms of communication with BROKER-DEALER, are not financial, investment, legal or tax advice. Nothing herein shall constitute an offer to buy, sell, or recommend securities. YOU ARE ADVISED AND NOTIFIED THAT YOU SHOULD RETAIN YOUR OWN ATTORNEY, ACCOUNTANT, BROKER OR DEALER (LICENSED OR OTHERWISE), FINANCIAL ADVISOR, INVESTMENT ADVISOR, SECURITIES ADVISOR, and/or TAX ADVISOR.  YOU SHOULD HAVE AN ATTORNEY OR OTHER PROFESSIONAL REVIEW ANY DOCUMENT YOU RELY ON/OR AND INTEND TO USE FOR INVESTMENT OR ANY BUSINESS PURPOSE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY ADVICE, INFORMATION, OPINION, OR OTHER CONTENT AVAILABLE THROUGH THE ACCOUNT, MEMBERSHIP, SERVICES OR WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO ANY DOCUMENT YOU PURCHASE THROUGH BROKER-DEALER. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC ADVICE, INFORMATION, OPINION, OR OTHER CONTENT.  

5. License Grant: BROKER-DEALER grants YOU a non-exclusive, non-transferable, fully revocable, limited license to access and establish an account (Account) and membership (Membership) and use the Website and Services solely according to these Terms.

6. Terms Govern All Aspects: YOU must agree to the Terms before establishing an Account or Membership or utilizing the Website or Services.  YOU will not allowed to establish an Account or Membership, review the Website, utilize or accept the Services unless YOU agree to these Terms and click “I Accept,” or something similar, to manifest YOUR explicit, knowing and voluntary acceptance of all of these Terms.  Nevertheless, any further act, acceptance, communication, engagement or viewing, on/of the Services or Website constitutes complete and unequivocal acceptance of the Terms. These Terms govern YOU and YOUR use of the Account, Membership, Services and Website at all times and for every purpose. BROKER-DEALER may change these Terms at any time.  

7. Termination Upon Breach or Violation: If YOU violate or breach the Terms, BROKER-DEALER reserves the right to immediately terminate further access to YOUR Account or Membership as well as to the Services or Website.   

8. No Performance or Success Guaranties: YOU acknowledge and understand that BROKER-DEALER does not guarantee any kind of investment for YOUR company, or YOUR client’s company or any company whatsoever by angel investors, broker-dealers, lenders, private investors, venture capital investors and/or any other type of investor, either public or private.

9. BROKER-DEALER does not Endorse: NOTHING HEREIN SHALL CONSTITUTE AN OFFER TO BUY, SELL, ENDORSE, OR RECOMMEND SECURITIES. BROKER-DEALER is a service provider to entrepreneurs and companies.  The Website and Services aggregate third party information (Information), including Information provided byYOU and by persons and entities like YOU and provides a forum and platform for third parties, including YOU and persons like YOU, to publish Information, review Information as well as find, meet and communicate with other persons and entities.  BROKER-DELAER DOES NOT BUY, SELL OR TRADE SECURITIES OF ANY KIND.

10. Notice & Modification At Any Time: Any notice (Notice) to YOU may be provided electronically (either by email or by posting on the Website that the Terms have changed).  BROKER-DEALER may change, modify or update these Terms at any time, and for any reason, by Notifying YOU of the change or that the Terms have been changed, modified, supplemented or updated.    YOU acknowledge and agree that YOU agree to be bound by such changes, modifications, supplements or updates immediately upon such change, modification, supplement or update occurring and BROKER-DEALER providing Notice.  Any use by YOU of YOUR Account, the Services or Website after  Notice shall conclusively be deemed to be acceptance by YOU of such changes, modifications, supplements or updates and their binding nature.   YOU agree to review YOUR Account and the Website periodically to be aware of such changes, modifications, supplements or updates  to the Terms. 

11. Your Account Is Personal To You: YOUR Account and Membership are individual to YOU.  YOU may not give or share access to your Account or Membership with any other person or entity, including but not limited to persons in YOUR group, company or organization.   YOUR Membership may not be assigned, sold or otherwise transferred to any other person or entity.     To that end, YOU agree that there are no third party beneficiaries to these Terms or YOUR relationship with BROKER-DEALER.      

12. BROKER-DEALER’S Right to Monitor: YOU agree that BROKER-DEALER may monitor YOUR activities in YOUR Account or Membership, on the Website, and YOUR use of the Services.   Registration data and other information about YOU are subject to BROKER-DEALER’s Privacy Policy. YOUR information may be stored and processed in any country worldwide.   YOU consent to the transfer of YOUR information outside of Delaware, the United States and YOUR country.

13. YOUR Responsibility For Your Account & Membership:  If YOU access YOUR Account, Membership, a Service or this Website using a password, YOU are solely responsible for maintaining the confidentiality of that password and are liable for all acts and omissions that occur under YOUR password, Account or Membership. In addition, without reservation, YOU are responsible and liable for any fees, charges associated or attributable to YOUR Account or for Services ordered under YOUR Account or Membership. If YOU provide another person with access to YOUR password or security questions, they will have the ability to view and access information about YOU, YOUR Account, YOUR Membership and YOUR use of the Services and Website and, also, make changes to YOUR Membership, Account and Services for which YOU will be held responsible.  YOU agree to notify BROKER-DEALER immediately if YOU know or suspect any unauthorized use of YOUR Account, Membership, or Services. 

14. YOUR Responsibility To Notify of Changes: YOU agree to notify BROKER-DEALER promptly if YOU change YOUR email or other Membership information so that BROKER-DEALER can continue to contact YOU or provide Notice as necessary.  If YOU fail to notify BROKER-DEALER of such changes, then any notice BROKER-DEALER transmits to YOUR last known email shall be deemed sufficient Notice.

15. Fees Due When Charges Incurred:  YOU agree to pay the subscription fees and any other charges incurred in connection with YOUR Account, Membership, related to the Service or Website (including any applicable taxes) at the rates in effect when the charges were incurred.   YOU are responsible for any acts, communications or omissions associated or attributable to YOUR Account, Membership or for Services ordered under YOUR Membership or Account. Subscription fees will be billed at the beginning of YOUR subscription and again at time of each renewal. YOU agree and acknowledge that BROKER-DEALER may increase or change the prices, charges or terms related to the Service or Website at any time, for any reason, by providing Notice  and YOU agree to pay the rate in effect at the time the charge was incurred.   BROKER-DEALER will bill all charges automatically to YOUR credit card, account on file, and/or send an invoice (where applicable  and at BROKER-DEALER’S sole discretion).

16. Broker Dealer Not Liable For Errors: Neither BROKER-DEALER,  nor their third party providers guarantee the accuracy, availability, completeness or timeliness of any information provided through the Services or Website whether by BROKER-DEALER or by others. Neither BROKER-DEALER,  nor  third party providers (which shall include but not be limited to the directors, officers, shareholders, employees or agents of the foregoing third parties) shall be liable or responsible for any errors or omissions, regardless of the cause, or for the results, or lack of results, obtained from the use of the Services or Website    BROKER-DEALER is not responsible for pricing, typographical, or other errors in any offer and reserves the right to immediately cancel any Service or offering from such errors.

17. Cancellation/Renewal Policy:  YOUR Account and Membership will renew automatically, unless YOU cancel them in accordance with the policy cancellation policy set forth in this Paragraph 17.  For annual subscriptions, BROKER-DEALER will provide Notice to YOU of the pending renewal of YOUR Account and Membership prior to the date YOUR Membership renews.  For all Accounts, Membership or Services, YOU must cancel them before they  renew in order to avoid being invoiced for the entire renewal term. Notwithstanding the preceding sentence, there are no refunds for quarterly subscriptions and for annual subscriptions YOU will receive a refund for all unbilled remaining quarters minus any applicable wire or credit card fees, BROKER-DEALER’S administrative fee and any discount BROKER-DEALER provided due to the purchase of the annual subscription.    YOU may cancel YOUR Account, Membership, Services through the login section on this Website or by email. BROKER-DEALER does not accept cancellations by fax, mail, phone or through the form on this Website’s contact page.  BROKER-DEALER may cancel YOUR subscription at any time by notifying YOU.

18. Grant To Use Your Materials: If YOU communicate, post, reply, or submit any communications, content or opinions from YOUR Account, Membership on the Website or in connection with a Service, YOU represent to BROKER-DEALER that YOU have all the necessary legal rights to post, submit or upload such content and opinions and such contents, communications and opinions will not violate any law or the rights of any third person or entity.  YOU agree to indemnify, defend and hold BROKER-DEALER harmless from any and all claims, of any nature, related to any content, communications, or opinions YOU communicate, post, reply, or submit. YOU agree and grant BROKER-DEALER, and BROKER-DEALER’S respective affiliates, assigns and successors a non-exclusive, transferable, worldwide, fully paid-up, royalty-free, perpetual, irrevocable, absolute right and license to distribute, display, separate, use, publicly perform, reproduce, and create derivative works from YOUR communications, content and opinions, or any portion thereof, in any and all media, in any and all manners, in whole or part, without any duty to acknowledge, compensate or notify YOU.   In addition, BROKER-DEALER has the absolute right to delete, destroy or remove any communications, contents or opinions YOU create. The preceding grant and license includes, but is not limited to, featuring YOUR communications, content and opinions on the Website, Services, in BROKER-DEALER’s other communications or promotions and to allow other users and third parties access to YOUR communications, content and opinion.

19. Use Third Parties At Your Own Risk: The Services or Website may provide contacts, links or references to other websites or services that are maintained, published or provided by third parties. Such contacts, links and/or references are provided solely as a convenience to YOU and not as an approval or endorsement of any third party content, entity, fund, service, website,  owner, or sponsor.  BROKER-DEALER makes no warranties of any kind regarding third parties, and the third party is solely responsible for its content, entity, fund, service, website,  owner, or sponsor.   YOUR use of any third party website or service is entirely at YOUR own risk. BROKER-DEALER DOES NOT ENDORSE, WARRANT OR GUARANTY ANY THIRD-PARTY WEBSITE OR SERVICE OFFERED THROUGH OR IN CONNECTION WITH THE THIRD PARTY WEBSITE OR THE SERVICES.  BROKER-DEALER WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR, MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  BROKER-DEALER SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR YOUR USE OF THIRD-PARTY WEBSITES AND/OR SERVICES.     YOU UNDERSTAND AND ACKNOWLEDGE THAT (i) BROKER-DEALER DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES  (WHETHER OR NOT POSTED ON, LINKED TO OR FEATURED ON THE WEBSITE); (ii) BROKER-DEALER MAKES NO REPRESENTATION OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR CONTENT, PRODUCTS, OR SERVICES; AND (iii) BROKER-DEALER SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES WHETHER POSTED ON THE WEBSITE OR OTHERWISE.  Third Parties are independent companies and/or entities and not owned or control by BROKER-DEALER and do not have the authority to bind, or otherwise make BROKER-DEALER a party, to any contract or other agreement with YOU or any other third party—regardless of the post is on the Website, linked to the Website, or not.    

20. DISCLAIMERS: YOU AGREE THAT YOUR ACCESS TO, AND USE OF, YOUR ACCOUNT, THE SERVICES AND WEBSITE (AS WELL AS ANY THIRD-PARTY SERVICES, PRODUCTS, AND INFORMATION DELIVERED TO YOU IN CONNECTION THEREWITH) IS AT YOUR SOLE RISK AND ON AN "AS-IS", "AS AVAILABLE" BASIS AND BROKER-DEALER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR ACCURACY.  THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS PARAGRAPH APPLY TO ANY DAMAGES OR INJURY CAUSED, DIRECTLY OR INDIRECTLY,INCLUDING BUT NOT LIMITED TO COMPUTER VIRUS,  DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, DESTRUCTION, ERROR, OMISSION, INTERRUPTION, THEFT OR WHETHER DUE TO BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.  BROKER-DEALER DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES BROKER-DEALER MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF ANY COMMUNICAITON, INFORMATION, SERVICES OR ANY PART OF THE WEBSITE.  BROKER-DEALER MAKES NO REPRESENTATION AS TO THE ACCURACY, CONTENT, OR RELIABILITY OF ANY INFORMATION, SERVICE OR PRODUCTS PROVIDED THROUGH THIS WEBSITE.  UNDER NO CIRCUMSTANCES WILL BROKER-DEALER BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES OR WEBSITE OR ANY DOCUMENT REVIEWED OR OBTAINED THROUGH THE SERVICES OR WEBSITE.   BROKER-DEALER DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE YOUR ACCOUNT OR THE SERVICES AND WEBSITE AT TIMES OR LOCATIONS OF YOUR CHOOSING OR THAT BROKER-DEALER WILL HAVE ADEQUATE CAPACITY FOR YOUR ACCOUNT OR MEMBERSHIP OR THE SERVICES OR  WEBSITE AS A WHOLE, OR IN ANY SPECIFIC GEOGRAPHIC AREA. THE SERVICES AND WEBSITE MAY CONTAIN ERRORS, INCLUDING TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS. YOU SPECIFICALLY ACKNOWLEDGE THAT BROKER-DEALER IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  BROKER-DEALER NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE WEBSITE, OR ANY DOCUMENT ON THIS WEBSITE OR WHAT BROKER-DEALER MAY HAVE PRODUCED FOR OTHER MEMBERS OR THIRD PARTIES.  BROKER-DEALER IS NOT RESPONSIBLE FOR ANY OFFENSIVE, DEFAMATORY OR OBSCENE POSTING MADE. THE MATERIALS OR SERVICES AT THIS WEBSITE SITE MAY BE OUT OF DATE, AND BROKER-DEALER MAKES NO PROMISES OR GUARANTIES TO UPDATE SUCH MATERIALS OR SERVICES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSON OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSON OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, BEACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS, ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND BROKER-DEALER’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.  

21. Liability Exclusions:  YOU EXPRESSLY UNDERSTAND AND AGREE THAT BROKER-DEALER  SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOST GOODWILL, LOST USE, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BROKER-DEALER HAS BEEN ADVISED OF THE POSSIBIILITIES OF SUCH DAMAGES) RESULTING FROM THE USE OF THE ACCOUNT, MEMBERSHIP, SERVICE OR WEBSITE.  FURTHER, BROKER-DEALER SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING TO BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF THE SERVICE OR WEBSITE, RECCOMENDED OR MENTIONED BY BROKER-DEALER OR ANY THIRD PARTY; ANY CHANGES WHICH BROKER-DEALER MAY MAKE TO THE WEBSITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES OR WEBSITE; THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED, BY OR THROUGH, YOUR USE OF THE ACCOUNT, MEMBERSHIP, SERVICES ORWEBSITE; OR YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

22. Right to Change/Discontinue:  BROKER-DEALER shall have the unequivocal right from time to time, and at any time, to change or discontinue any aspect or feature of the Services or Website including, but not limited to, the content, hours of availability, and equipment needed for access or use. Such changes, modifications, additions or deletions shall be effective immediately without further notice thereof or the need to provide otice.

23. Limitation of Damages:  IN NO EVENT SHALL BROKER-DEALER’S LIABILITY TO YOU, IF ANY, EXCEED THE TOTAL AMOUNT PAID TO BROKER-DEALER BY YOU.  BROKER-DEALER  WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THE ACCOUNT, SERVICES AND WEBSITE, OR ANY THIRD PARTY’S WEBSITE OR SERVICES,  AND FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES, (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, WARRANTY OR OTHER THEORY OF LIABILITY, EVEN IF BROKER-DEALER  HAD BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS PARAGRAPH TO BE UNENFORCEABLE, THEN BROKER-DEALER’S LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. 

24. Limitations on Remedies:  YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IN RELATION TO ANY DISPUTE WITH BROKER-DEALER IS TO STOP USING THE SERVICES AND WEBSITE, AND TO CANCEL YOUR SUBSCRIPTION. YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL BROKER-DEALER OR THE BROKER-DEALER PARTIES BE LIABLE FOR ANY ACT, OR FAILURE TO ACT, BY BROKER-DEALER OR ANY OTHER THIRD PERSON REGARDING ANY CONDUCT, COMMUNICATION OR CONTENT ASSOCIATED WITH THE ACCOUNT, MEMBERHSIP, SERVICES AND WEBSITE OR ANY CONTENT WITHIN. 

25. Indemnification:  YOU AGREE TO DEFEND, INDEMNIFY AND HOLD BROKER-DEALER HARMLESS FROM AND AGAINST ALL CLAIMS (including but not limited to investigations and allegations that are not yet presented as litigation) and liabilities, losses and expenses, including attorneys' fees and costs, arising in connection with any breach of these Terms. If YOU fail to provide a defense satisfactory to BROKER-DEALER, BROKER-DEALER may assume the defense and invoice YOU for the cost thereof, which invoice(s) YOU shall pay immediately upon presentation.

26. Broker-Dealer Rights To Materials:  The Service and Website contains copyrighted, trademarks and other proprietary information including text, software, photos, video, graphics, music and sound, and the entire contents of this Service and Website are copyrighted as a collective work under the United States copyright laws. BROKER-DEALER is the owner of any and all copyrights of the Website.  BROKER-DEALER owns all copyrights in the arrangement, coordination, enhancement and selection of such content, as well as in the content original to it. Each third party content provider, if any, may own the copyright in content original to it. YOU may not create derivative works,  display, modify, participate in the transfer or sale,  publish, transmit, or in any way exploit the content of the Website or Service, or any portion of Website or Service, any communications with BROKER-DEALER, or materials that are not explicitly and exclusively owned by YOU. YOU may not copy, display, exploit, publish, or redistribute any communications or material from the Website or otherwise created by BROKER-DEALER without the express permission of BROKER-DEALER, and, if applicable, any other copyright owner. In the event of any permitted copying, redistribution or publication of material from the Website, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. YOU acknowledge that YOU do not acquire any ownership rights by downloading or copying copyrighted material.  All trademarks, logos, and service marks (Marks) displayed on the Website are the property of BROKER-DEALER and, possibly, other parties.  YOU are prohibited from using any Marks for any purpose whatsoever without the express written permission of BROKER-DEALER or such or third party which may own the Marks.  All information and content including any software programs available on, or through, the Website (Content) is protected by copyright.  YOU are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing creating derivative works or using any Content for commercial or public purposes. Unless YOU have agreed with BROKER-DEALER in writing, nothing in the Terms gives YOU a right to use any of BROKER-DEALER’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features.  YOU agree that BROKER-DEALER owns all legal right, title and interest in and to YOUR Membership and Postings (defined herein), including any intellectual rights which exist in YOUR Membership or Postings (whether those rights happen to be registered or not, and wherever in the world those rights may exist.)  Unless YOU have been specifically permitted to do so in a separate written agreement with BROKER-DEALER, YOU shall not reproduce, duplicate, copy, sell trade or resell YOUR Membership or Postings for any purpose.  Further, YOU agree to not capture, use, replicate or distribute any electronic image or data created through YOUR Account, Membership, Postings as well as YOUR use of the Services or Website.    Once created, YOUR Membership and Postings becomes the property of BROKER-DEALER and may not be reposted or used anywhere else.  

27. Nonexcluisve List of Prohibited Activities:  YOU expressly agree not to: (i) use or attempt to use any ‘deep-link,’ ‘scraper,’ ‘robot,’ ‘bot,’ ‘spider,’ ‘data-mining,’ ‘computer code’ or any other automated device, program, tool, algorithm, process, or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Services or Website, any data, communications or content found on or accessed through the Services or Website or as the result of being rendered Services without the prior express written consent of BROKER-DEALER (ii)  obtain or attempt to obtain through any means any materials or information on the Website that has not been intentionally made publicly available either by their public display on the Website or through their accessibility by a visible link on the Website (iii) violate the security of the Website or attempt to gain unauthorized access to the Website, data, materials, information, computer systems or networks connected to any BROKER-DEALER server, through hacking, password mining or any other means; (iv) interfere or attempt to interfere with the proper working of the Services or Website or Services or any activities conducted on or through the Services or Website, including accessing any data, content or other information prior to the time that it is intended to be available to the public on the Services or Website.

28. Complete Agreement:  These Terms constitute the entire understanding of YOU and BROKER-DEALER and supersedes all prior agreements (whether oral or in writing) between the YOU and BROKER-DEALER, and will not be modified or amended except in writing signed by both  YOU and BROKER-DEALER.

29. No Waiver:  The failure of BROKER-DEALER to insist upon strict compliance with any term of these Terms shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision.      The failure of BROKER-DEALER  to seek relief for YOUR breach of any duty under these Terms, will not waive any right of BROKER-DEALER to seek relief for any subsequent breach.

30. Consent to Notice: YOU consent to receive communications via email.  YOU agree that all agreements, notices, disclosures, or anything else, may be provided to YOU by email and that email is considered a “writing” and satisfies any and all legal requirements that any communication must be in writing.  Only BROKER-DEALER’S corporate office has the ability to bind BROKER-DEALER to any contract or other agreement.

31. Conditions of Public Posting: The Service or Website may provide other users, including and besides YOU or BROKER-DEALER, a forum to post comments, opinions, recommendations, writings, data, research, and other information (Postings). BROKER-DEALER may, at BROKER-DEALER’s sole discretion, add, edit, remove or review  Postings.    BROKER-DEALER is under no obligation to review Postings, may not review Postings, and disclaims all liability for the Postings or YOUR reliance on the Postings.  YOU RELY ON POSTINGS AT YOUR OWN RISK.  If YOU create Postings, YOU agree that YOUR Postings will not contain (i) any harassing, infringing, offensive, political,  profane, sexual, unlawful,  vulgar, or otherwise objectionable material of any kind (ii) advertisements or solicitations of any kind (iii) false or misleading information (iv) information containing personal identifying information of YOU or any other person or entity or (v) information that is violative of any persons or entity’s intellectual or other property rights.    YOU agree to that you will partake in Postings solely for purposes that are not prohibited by the Terms, applicable laws or regulations, or generally accepted practices, guidelines or behavior.
     
32. Prohibition Against Assignment: This Agreement is personal to YOU, and YOU may not assign YOUR rights or obligations to anyone.

33. Neutrally Construed Terms: All YOU have read and understand the entire Terms.     The rules of contra proferentem shall not apply to the interpretation or construction of this Terms and in case of a dispute the terms of the Terms should be construed neutrally and not against the drafter.

34. Attorney Fees For Prevailing Party:  In the event of any dispute over, relating or referring to these Terms, including but not limited to collections actions, breach of Terms actions, declaratory judgment actions or equitable injunction actions the prevailing party will be entitled to its reasonable legal costs, expert fees, and attorneys’ fees.

35. Jurisdiction and Law of Washington State, USA:  The construction, validity and performance of these Terms will be governed by, and construed in accordance with, the laws of the state of Washington. All parties hereby submit to the jurisdiction of Washington state courts. The venue for all disputes shall exclusively reside in the courts of King County, Washington.

36. Severability:   If any term, clause or provision of Terms are held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision will be deemed to be severed from the Terms.

37. Captions for Reference Only:  Captions contained in this Terms are for reference purpose only, and are not intended by either party to broaden or limit the scope or intent of the Terms or any of its provisions.

38. Inures To BROKER-DEALER’S Assigns Only:  The provisions of this Terms will be binding upon and inure to the benefit of BROKER-DEALER hereto and their respective successors, assigns, heirs and administrators.

39. Reasonable Necessary Acts: YOU will take all necessary and reasonable further acts and execute all reasonable further and necessary documents and instruments to affect the intent of these Terms.