|
1. Acceptance of Terms The Terms of Use (also referred to as "TOU") govern Your use of the Services (as defined below) we provide to you through SmithOnStocks.com (also referred to as “SOS”). SmithOnStocks is a website and service owned and operated by DLS Research, LLC, (also referred to as “DLS”) a provider of subscription based research services. These services are inclusive of various communication tools, including email and third-party content delivery methods. Please read these Terms of Use carefully. By using any of our Services, You agree to comply with these TOU. If You do not agree to the terms and conditions contained in the TOU, you agree not to use the Services, and we do not consent to provide you with access to the Services. In addition, when using any of our Services, You and DLS shall be subject to any posted guidelines or rules applicable to such Services, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into the TOU.
The terms and conditions of the TOU are applicable to the web site located at the domain SmithOnStocks.com. The Agreement sets forth the terms and conditions that apply to your use of the Site and materials offered thereon (together with any successor web site(s), collectively, "Services") which are offered to you by DLS. BY USING THE SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT JUST AS IF YOU HAD SIGNED IT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, PLEASE DO NOT USE THE SERVICE. USE OF THE SERVICE SIGNIFIES YOUR CONSENT TO THIS AGREEMENT AND THE PRIVACY POLICY.
SPECIAL NOTE FOR PEOPLE UNDER EIGHTEEN (18) YEARS OF AGE: If you are under eighteen, You must have your parent or guardian review and agree to this Agreement on Your behalf. Users under thirteen may not use the Services (as defined below). When using the Services, You agree that you are subject to any additional posted guidelines, rules, terms and conditions applicable to the Services, which are hereby incorporated by reference into this Agreement.
Subject to and in compliance with the terms and conditions set forth herein, DLS may provide its users with access to its Services via the SmithOnStocks.com website. Free content includes company reports, blogs, newsletters and forums written by SOS Columnists, e-mails, conference calls and User-Generated Content which constitute the Free Service. Premium content includes blogs and forums written by SOS Columnists, e-mails, conference calls and User-Generated Content for which You must pay a subscription fee to access (the "Premium Service"). The Premium Service and the Free Service are collectively referred to herein as the "Services".
You also understand and agree that the Services may include certain communications from DLS, such as service announcements and administrative messages that You may not be able to opt out of receiving.
2. The current applicable subscription rate for the basic Premium Service is $50.00 for a period of six months. The basic Premium Service includes all aspects of Free Service and the Subscription Section of SmithOnStocks.com. In addition to the basic Premium Service, DLS may also provide additional services, primarily for the right to have personal communication with authors. Fees will be determined on a case by case basis that is dependent on the amount of work involved.
3. Changes to the TOU and Our Services We reserve the right at any time to change the terms and conditions of the TOU; change all or any portion of the Services, eliminating or discontinuing any content or feature of the Services (including but not limited to adding or removing particular Columnists, ceasing to provide access to a Premium Service, and/or providing an alternative Premium Service to You as a replacement); or change the fees, charges or other conditions for use of the Services (with reasonable notice, in our sole discretion). Any changes we make to the TOU will be effective immediately after we post the modified TOU on SmithOnStocks.com. You should check our TOU frequently.
4. Important Disclaimer Regarding the Information We Provide DLS through its SmithOnStocks.com website is a publisher. You understand that no content published as part of the Services constitutes a recommendation that any particular investment, security, portfolio of securities, transaction or investment strategy is suitable for any specific person. You further understand that none of the creators of our Services or their affiliates will advise You personally concerning the nature, potential, value or suitability of any particular investment, security, portfolio of securities, transaction, investment strategy or other matter unless there is a specific agreement covering such contact. To the extent any of the content published as part of the Services may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
Services are provided for informational purposes only. You understand and hereby agree that the Services and DLS do not recommend any security, financial product or instrument, nor does any mention of a particular security by the Services constitute a recommendation to buy, sell, or hold that or any other security, financial product or investment discussed herein. You also understand and acknowledge that neither the Services nor DLS provide tax, legal or investment advice. You further understand and hereby agree that the Services and DLS do not offer or provide any investment advice or opinion regarding the nature, potential, value, suitability or profitability of any particular security, portfolio of securities, transaction, investment strategy or other matter. You hereby agree that any investment decisions you make will be based solely on your evaluation of your financial circumstances, investment objectives, risk tolerance, financial condition, and liquidity needs. DLS shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted via the Services, and shall not be responsible or liable for any trading or investment decisions made based on such information.
You understand that employees of DLS and Outside Contributors may hold positions in stocks that are discussed. We do not permit any employee or Outside Contributor to establish or to eliminate a position in stocks which are the subject of a new recommendation or a recommendation change for three trading days before and three trading days after the publishing of a report. Disclosure of positions is required on all issued reports and/or in the disclosure section of the SmithOnStocks.com website.
From time to time, reference may be made in our publications and marketing materials to prior articles and opinions we have published. These references may be selective, may reference only a portion of an article or recommendation, and may not be current. As markets change continuously, previously published information and data may not be current and should not be relied upon.
Before selling or buying any investment, You should consult with a qualified broker or other financial professional to determine the suitability of the investment, to form Your primary fundamental basis and opinion of the outlook for the investment and to verify pricing information.
To the extent any of our Services involves a model portfolio or an actual portfolio of investments, as described below, such portfolio of investments is chosen by the author in accordance with their stated investment strategy. Your actual results may differ from results reported for the portfolio for many reasons, including, without limitation: Performance results for the portfolio do not reflect actual trading commissions that You may incur; Performance results for the portfolio do not account for the impact, if any, of certain market factors, such as lack of liquidity that may affect Your results. The prices of investments in the portfolio at the point in time You begin subscribing to the Premium Service may be higher than such prices at the time such investments were chosen for inclusion in the portfolio.
5. Registration and Privacy In order to gain access to portions of the Services, You must become a member by choosing a unique user name and password, and supply us with true, accurate, current and complete information about yourself, as required on the registration page. We may refuse to grant You a user name that is threatening, abusive, offensive, harassing, derisive, defamatory, vulgar, obscene, libelous, and invasive of another's privacy, impersonates someone else, is or may be protected by trademark or proprietary rights law, or is hatefully, racially, ethnically or otherwise objectionable, or inappropriate, as determined by us in our sole discretion. In consideration of Your use of the Services, You represent that You are of legal age to form a binding contract and are not a person barred from receiving the Services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services' registration form and (b) maintain and promptly update Your registration data to keep it true, accurate, current and complete.
Our policy with respect to the collection and use of Your personal information is set forth in our Privacy Policy. As a member, You also have certain other obligations relating to Your account: You may not transfer to or resell Your use of or access to the Services to any third party; You are responsible for all activities that occur under Your account; You are responsible for maintaining the confidentiality of Your user name, member name and password; and You agree to notify us if You become aware of any possible unauthorized use(s) of Your account or any possible breach of security, including loss, theft, or unauthorized disclosure of Your user name, member name or password.
6. Subscription Cancellation for Premium Service YOU SHOULD READ THESE TERMS CLOSELY BEFORE YOU SUBSCRIBE FOR A PREMIUM SERVICE. Please note: Upon the commencement of your subscription Your credit card will be billed the applicable subscription fee.
7. Subscription Renewal for Premium Service YOU SHOULD READ THESE TERMS CLOSELY BEFORE YOU SUBSCRIBE FOR A PREMIUM SERVICE. Your subscription will continue for the period referenced during registration (the "Term"), and renew automatically at the end of the Term, unless You notify us of Your decision not to renew Your subscription by calling our Customer Service Department though the Contact Us section of the SmithOnStock.com website. If You do not notify us as described above, the then-applicable monthly, periodic or annual fee for Your subscription will be billed automatically to the credit card account You designated during the registration process (or subsequently changed).
If You are a subscriber for a subscription term longer than a month, You may receive a refund of Your subscription fee for your recurring subscription term only if You cancel according to these terms within thirty (30) days of the date of Your subscription renewal. After that, although Your subscription may be terminated, You will not be entitled to any refund, reimbursement, or other credit.
In connection with recurring billing for subscription renewals, You authorize DLS to bill your credit card account number, regardless of whether the other information associated with Your subscription has changed, including but not limited to the expiration date of the physical card with which you subscribed. We may receive updated information about Your account from the financial institution issuing Your credit or charge card. You agree to pay all fees and charges incurred in connection with Your user name, member name and password (including any applicable taxes) at the rates in effect when the charges were incurred. You will have thirty (30) days from the date of charge to notify us concerning any discrepancies in Your credit card statement or any invoice; after that time, all charges will be deemed correct and no refunds will be given. You agree to pay all amounts due upon our demand. In the event we have to collect unpaid amounts You owe us, You will be liable for all of our attorneys' and collection agency fees.
8. DLS Research, LLC. Proprietary Rights The Services and the content distributed through the Services, with the exception of any User-Generated Content (as defined below), is the property of DLS and/or its licensors. You may access and use the content, and download and/or print out one copy of any content from the Services, solely for Your personal, noncommercial use. You acknowledge that You do not acquire any ownership rights by using the Services. If you choose to submit content for publication through the Services, such as guest commentary or guest opinions, such content shall be exclusive to DLS, deemed to be property of DLS, and by submitting such content you irrevocably assign any and all rights to such content to DLS.
Because we host User-Generated Content as a part of portions of the Services and therefore redistribute User-Generated Content You give us, we need to obtain certain rights in those materials. By posting, sending or transmitting to us User-Generated Content, You grant us and our designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such User-Generated Content in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the User-Generated Content. None of the User-Generated Content disclosed in any part of the Services shall be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we shall not be liable for any use or disclosure of any User-Generated Content.
9. User Conduct You may not republish, upload, post, transmit or distribute content available through the Services to online bulletin boards, message boards, newsgroups, chat rooms, or in other any manner, without our prior written permission. Modification of the content or use of the content for any purpose other than Your own personal, noncommercial use is a violation of our copyright and other proprietary rights, and can subject You to legal liability.
In addition, in connection with Your use of the Services, You agree not to: Restrict or inhibit any other visitor from using the Services, including, without limitation, by means of "hacking" or defacing any portion of any of our websites; Use the Services for any unlawful purpose; Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Services or any of our websites; "Frame" or "mirror" any content available through the Services or any of our websites without our prior written authorization; Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the content available through the Services or any of our websites; or Harvest or collect information about users of the Services without their express consent.
You also agree that at all times You will: Comply with all applicable laws, rules and regulations in connection with Your use of the Services and the content made available therein; Be responsible for all statements made and acts or omissions that occur on Your user account while Your password is being used; Waive any and all rights against DLS Research and hold DLS harmless in connection with any claims relating to any action taken by DLS as part of its investigation of a suspected violation or result of its conclusion that a violation of the TOU has occurred, including but not limited to the removal of posts or a suspension or termination of Your membership account; or Maintain and promptly update Your registration data to keep it true, accurate, current and complete.
10. User-Generated Content Certain areas of SOS may allow You to post content that can be accessed and viewed by the public in general. You understand that all information, data, text, images, avatars, hyperlinks, messages, tags, or other materials, each a form of User-Generated Content posted on the public areas of SOS are the sole responsibility of the person from whom such content originated. You acknowledge that You, and not DLS Research, are entirely responsible for all content that You upload, post, email, transmit or otherwise make available via Services thereof. DLS does not control the User-Generated Content and as such, does not guarantee the accuracy, integrity, timeliness or quality of such content. You agree to not post any content that violates the TOU and to post comments in both tone and content that contribute in a positive and high quality manner to the substantive exchange of information and the subject matter of the content.
In order to comment, users must register with a valid email address and select a user name, member name and password. Please see "Registration and Privacy" above for our TOU regarding registering. The following is an incomplete list of illegal and prohibited uses of Services. DLS may investigate any illegal and/or unauthorized use of the Services and appropriate legal action may be taken, including without limitation, civil, criminal and injunctive redress.
You agree not to use DLS Services to: Post any content that You either know or should know is false, deceptive or misleading, or misrepresent or deceive others as to the source, accuracy, integrity, timeliness or completeness of any comment You post. Express or imply that any statements You make are endorsed by us, without our prior written consent. Post any content that is unlawful, harmful or injurious to others, threatening, abusive, offensive, harassing, derisive, defamatory, vulgar, obscene, libelous, hatefully, racially, ethnically or otherwise tortious or objectionable. Post any content that does or may invade the privacy or violate or infringe on any rights of others, including, without limitation, copyrights and other intellectual property rights. Impersonate any person, firm or entity, falsely or deceptively state, infer or otherwise misrepresent Your affiliation with or connection to any person, firm or entity. Post any content which, either the act of posting or the comment itself, You do not have a right to do under any law, regulation or order of any court, or as a result of an employment, contractual, fiduciary or other legal obligation or relationship, or any non-public or otherwise restricted, confidential, sensitive or proprietary information without authorization Post any advertising, promotional materials, so called "chain letters", "pyramid" or other schemes or invitations to participate in these or any other form of solicitation or promotion. Offer to sell or buy any product or service or use the services for any commercial purpose, to distribute any advertising or solicitation of funds or goods and services, or to solicit users to join competitive online services. Post any links to any external Internet sites that are obscene or pornographic, or display pornographic or sexually explicit material of any kind. Post any false or misleading information, material non-public information, insider information or information intended to increase or decrease the price of any particular publicly-traded security. Violate any local, state, national or international law, 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 and/or Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.
You may post only content owned by You, content for which You have received express permission from the owner and content in the public domain. You assume all risk and responsibility for determining whether any User-Generated Content is in the public domain.
DLS expressly disclaims ownership of any User-Generated Content. However, by submitting User-Generated Content to the public areas of SOS, You hereby grant, transfer and assign DLS, our affiliates and distributors, successors, assigns and licensees a fully-paid, royalty-free, irrevocable, perpetual, worldwide right and license to publish, distribute, reproduce, transmit, use, translate, display, copy, display, perform, modify, revise, create derivative works of, archive and adapt this content in any form or media now known or hereafter developed (including without limitation in print, magnetic or electronic form), on any number of occasions in any form, and to sublicense third parties (including other users of the Services) to do any of the foregoing with further right of sublicense, without compensation to You. You represent and warrant that You are authorized to grant all rights set forth in the preceding sentence and that the exercise by You of Your rights under this License does not violate any laws, defame or libel any person, invade any person's right of privacy or publicity or otherwise violate, misappropriate or infringe the rights of any person (including without limit any copyright or moral right). None of the User-Generated Content disclosed in any part of the Services shall be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we shall not be liable for any use or disclosure of any User-Generated Content.
DLS does not and cannot review all of the User-Generated Content posted by users on the Services and is not responsible for such content. You shall remain solely responsible for all User-Generated Content submitted to DLS. Your use of any User-Generated Content shall be at your own risk and DLS makes no representations or warranties regarding User-Generated Content. Users should be cautious about any and all investment recommendations and should consider the source of any investment advice. Various factors, including personal or corporate ownership, may influence or factor into User-Generated Content. You understand that by using the Services, you may be exposed to User-Generated Content that is offensive, indecent or objectionable. Although DLS reserves the right to remove any offending User-Generated Content, You understand and agree that You nonetheless may be exposed to such material and that You further waive Your right to any damages (from any party) related to such exposure.
DLS retains the right in its sole discretion, arbitrarily and/or for any reason and without any notice whatsoever, to edit, move, delete, and/or remove any User-Generated Content posted on any of its websites at any time. Without limiting the foregoing, DLS has the right to delete any User-Generated Content that DLS believes, in its sole discretion, does or may violate the TOU.
You expressly agree that under no circumstances is DLS Research responsible, nor will DLS Research be liable for, any User-Generated Content or for any loss or damage of any kind, that arises or results from such User-Generated Content posted on any of its websites, or any comment deleted by DLS or its agents from any of its websites. This includes not only the comments posted, but also any external websites or resources, content, advertising, products, services or any other materials or information on or available from any person, firm or entity other than DLS, posted on any of its websites.
11. Links to Other Websites and Viral Links Your use of certain features made available to You by DLS may be governed by additional rules, which are available on our websites or by hyperlink from other websites, in connection with the Services. By using any feature You are acknowledging that You have reviewed all corresponding rules and agree to be bound by them. Some of the features may have been provided by third parties for Your use. In the event that any feature or tool is provided by a third party, such feature or tool may become unavailable in the event that the agreement between us and the third party is terminated. You expressly acknowledge and agree that Your use of all features and tools is solely at Your own risk.
Any sweepstakes, contests, and games that are accessible through our websites are governed by specific rules. By entering such sweepstakes or contests or participating in such games, You will become subject to those rules.
Content available through the Services may contain links to other Internet websites or resources. We neither control nor endorse such other websites, nor have we reviewed or approved any content that appears on such other websites. You acknowledge and agree that we shall not be held responsible for the legality, accuracy, timeliness, or inappropriate nature of any content, advertising, products, services, or information located on or through any other websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content. Viral Links You are encouraged to link to the Services on any online bulletin board, message board, newsgroup, website or chat room ("Third-Party Site"). If You elect to display links from our websites on a Third-Party Site, You agree that You will comply with DLS's viral linking requirement as set forth herein. Notwithstanding anything contained herein, we reserve the right to deny permission to You to link to the website for any reason in our sole and absolute discretion.
DLS hereby grants You the permission to post such links on a Third-Party Site, provided, however, that You comply with the following guidelines: You may display only an excerpt of the content not to exceed 75 words that must be followed by a link to the full content of the Service. You are not permitted to reproduce the entire text of content as it appears on the website. You are prohibited from displaying excerpts from the Premium Service.
The byline must consist of the name or title of the content and the name of the website. (e.g. "as appearing on SOS"). Any website that links to SOS (a) must not suggest or imply that DLS is sponsoring or endorsing such website(s)'s product, unless DLS has given its prior written consent; (b) must not use any of our trademarks on such Third-Party Site without prior written consent of DLS; and (c) must not display any excerpt of DLS content and link together with content on such Third-Party Site that may be construed as distasteful, offensive or controversial.
12. Disclaimer of Warranties The Services, and any content obtained or accessed through the Services, is provided "as is" without representations or warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, DLS, its officers, directors, employees, subsidiaries, affiliates, suppliers, advertisers, and agents disclaim all warranties, express, implied or statutory, including, but not limited to, implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose or use, and all warranties relating to the adequacy, accuracy, timeliness or completeness of any information available through the Services.
DLS and its affiliates, suppliers, agents and sponsors do not warrant that Your use of the Services will be uninterrupted, error-free, or secure, that defects will be corrected, or that the Services or the server(s) on which the Services are hosted are free of viruses or other harmful components. You acknowledge that You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Services, and all charges related thereto. You assume total responsibility and risk for Your use of the Services and Your reliance thereon. No opinion, advice, or statement of DLS or its affiliates, suppliers, agents, members, or visitors, whether made on the site or otherwise, shall create any warranty. You use of the site, the content contained therein, and materials provided through the site, are entirely at Your own risk.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. You agree that DLS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.
A possibility exists that content available through the Services could include inaccuracies or errors, or materials that violate the TOU. Additionally, a possibility exists that unauthorized alterations could be made to the content available through the Services by third parties. Although we attempt to ensure the integrity of our websites and Services, we make no guarantees as to the completeness or correctness of any content available through the Services. In the event that such a situation arises, please contact us with a description of the material to be checked and the location (URL) where such material can be found on our websites, if applicable, as well as information sufficient to enable us to contact You. We will try to address Your concerns as soon as reasonably practicable. For copyright infringement claims, see the section on "Copyright Infringement" below.
Under no circumstances shall DLS be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
13. Limitation of Liability NEITHER DLS RESEARCH, LLC. NOR ITS AFFILIATES, SUPPLIERS, SUBSIDIARIES, ADVERTISERS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES AND/OR ANY CONTENT CONTAINED THEREIN, OR ANY SERVICES USED OR PURCHASED THROUGH DLS, WHETHER SUCH DAMAGE IS FORESEEABLE OR NOT AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FOR AVOIDANCE OF DOUBT, DAMAGES ARISING UNDER THE SECTION ENTITLED "INDEMNIFICATION" (INCLUDING WITHOUT LIMITATION DAMAGES TO WHICH A PARTY IS ENTITLED TO INDEMNIFICATION UNDER SUCH SECTION THAT SUCH PARTY SUFFERS IN CONNECTION WITH THIRD PARTY CLAIMS FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARE DEEMED TO BE DIRECT DAMAGES OF THE INDEMNIFIED PARTY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING IT. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO COMPANY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION — WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE — SHALL BE THE TOTAL AMOUNT PAID TO US BY YOU, IF ANY, FOR ACCESS TO THE SERVICES IN THE CURRENT CALENDAR YEAR OF YOUR SUBSCRIPTION.
14. Indemnification You agree to indemnify, defend and hold harmless DLS, our current and former affiliates, our current and former officers, directors, employees, agents and representatives and their successors and assignees from and against any and all liabilities, claims, (including, without limitation, third-party claims), damages, losses, costs (including reasonable attorneys' fees), or other expenses associated with or incurred as a result of or from (a) Your violation of the TOU; (b) Your use of the Services; (c) Your violation of the rights of any third party; (d) the actual or alleged infringement of any third party proprietary or intellectual property right arising out of the duplication, sale, distribution, or use of the Services, or (e) any liability arising from Your use of the Services including any User-Generated Content You create.
15. Termination DLS reserves the right to restrict, suspend or terminate Your use of and registration on any of its websites at any time for any reason in its sole discretion, with or without cause, without prior notice to You and without liability or further obligation of any kind whatsoever to You or any other party. DLS reserves the right to terminate Your access to any portion of the Services and, in some cases in the sole discretion of DLS, Your membership in the Premium Services, in the event You violate the TOU. In such case, You will not be entitled to receive a refund of any portion of the subscription fee paid by You.
You may terminate Your user account, user name, member name any associated email address and access to the Services by submitting such termination request to us.
16. Copyright Infringement The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. The procedure under the DMCA for takedown notice is given below. See http://loc.gov/copyright/ for the most current statutory requirements.
If You believe in good faith that materials displayed on SOS infringe Your copyright, You (or Your agent) may contact DLS with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest; (b) a description of the copyrighted work(s) or trademark(s) that You claim has been infringed; (c) a description of where the material that You claim is infringing is located on the website; (d) Your address, telephone number, and email address; (e) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or trademark owner or authorized to act on the copyright or trademark owner's behalf. Please note that You will be liable for damages (including costs and attorneys' fees) if You materially misrepresent that any material on our sites is infringing Your copyrights.
17. Repeat Infringement We have a policy of terminating the accounts of repeat infringers or otherwise taking reasonable steps to prevent such users from continuing to post. Each user agrees that if his or her account is terminated under this policy, the user will not attempt to establish a new account or otherwise post content under any name, real or assumed, and further agrees that if the user violates this restriction by opening a new account or otherwise posting content after being terminated pursuant to this policy, the user shall indemnify and hold us harmless for any and all liability that we may incur therefore.
18. Miscellaneous The Services are directed solely to individuals residing in the United States. We make no representation that materials provided through the Services are appropriate or available for use in other locations. Those who choose to access the Services from other locations 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 Services to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion, and to limit the quantities of any such service that we provide.
You are responsible for promptly paying all fees associated with your use or purchase of the Services (the "Fees") at the time of purchase. You are also responsible for any applicable federal, state, or local franchise fees, surcharges, sales and use taxes, and any other taxes (except those related to DLS’s net income) related to the Services (collectively, the "Taxes"). You shall promptly pay all Taxes at the time of purchase. The TOU, together with all DLS policies referred to herein, constitutes the entire agreement between You and DLS relating to
Your use of the Services and supersedes any and all prior or contemporaneous written or oral agreements on that subject between us. The TOU and the relationship between You and DLS are governed by and construed in accordance with the laws of the State of New York, excluding (a) the application of principles of conflict of laws that otherwise might call for the application of the substantive law of another jurisdiction and (b) the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You and DLS agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within New York County, New York, waive any jurisdictional venue, or inconvenient forum objections to such courts and such courts shall have the sole and exclusive jurisdiction over any action, suit or other proceeding arising out of or relating to these TOU. If any provision of the TOU is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the TOU and shall not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in the TOU is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. We reserve the right to require You to sign a non-electronic version of the TOU.
19. Legal Notices California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210. For all other notices, please contact DLS Research through the SOS Website. |