1. Acceptance of Terms of Service.
You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
3. Registration and the Services.
To sign up for the Services, you must register for an account on the Services (an "Account") with your email address or log in through your LinkedIn or Google account. By using the Services through your LinkedIn or Google account, you permit us to access certain information from such account for use by the Services. You may be able to control the amount of information that is accessible to us by adjusting your LinkedIn or Google account settings, as applicable. You must provide accurate and complete information and keep your Account information updated. If you request to become a Verified Professional user on the Services, you represent and warrant that the information you submit is accurate and that you are not misrepresenting your status. You shall not use a name of another person with the intent to impersonate that person. You are solely responsible for the activity that occurs on your Account, and if you have an Account password, for keeping your Account password secure. You may never use another person's user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
4. Content.a. Definition.
For purposes of these Terms of Service, the term "Content" includes, without limitation, information, data, text, photographs, charts, stock and other financial information, videos, audio clips, written posts and comments, rankings, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, "Content" also includes all User Content (as defined below).b. User Content.
The Services allow registered users to post investment perspectives and other User Content (defined below) and access certain other registered users' activity, investment perspectives, and User Content via the Services. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively "User Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. User Content includes “Private Content”, which is User Content that is only available to other users who have opted in or have been permissioned to access such User Content. You represent that all User Content provided by you is accurate (except to the extent such User Content consists of your opinion that is not verifiable), complete, up-to-date, and in compliance with all applicable laws, rules and regulations, including but not limited to United States laws and regulations regarding insider trading and or the provision of insider information. As part of the Services, users may have the ability to interact with and view the User Content of other users. Certain of the User Content (such as Private Content) or access to a private Vosterra network, may only be available to users who meet specific criteria, including without limitation the requirement of being an institutional investor or institutional investment industry consultant. You may only access such User Content or private Vosterra networks if you meet the relevant foregoing criteria, and you hereby warrant and represent that, by accessing such User Content or private Vosterra networks, you meet such criteria and are not misrepresenting your status. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.b. Not a Broker-Dealer.
You acknowledge and agree that we are not a broker-dealer, as such term is used in United States financial services regulations, and that we do not trade securities on our or another party's behalf as part of the Services, nor do we directly offer any financial advice of our own as part of the Services. You acknowledge that all financial opinions and advice provided through the Services are User Content, and we shall not be liable for your reliance on such User Content. You acknowledge and agree that we are not liable for any losses or gains that may arise from your reliance upon information provided through the Services or your interaction with other users. You acknowledge that you have sole responsibility for your investment decisions, that the Services are one source of information you may consult regarding investment decisions, and, you should not rely solely on any information provided through the Services with regard to any investment decisions you make. You acknowledge that other users that may provide information through the Services may hold positions in securities that they discuss and that they have no obligation to inform you of any change in their opinions or knowledge.d. Use License.
Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content available to such user solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. Notwithstanding the foregoing, if we provide you with RSS feeds of certain Content or your Account RSS feed, you may use such feeds solely to display on websites owned or operated by you (each, a “User Website”). Subject to these Terms of Service, we grant each user of the Services permission to use Harvest’s trademarks and logos (subject to any trademark guidelines provided by us) for the sole purpose of displaying a link on such user’s User Website to such user’s Account and profile on the Services. Except for User Content, you acknowledge that Harvest and its licensors own the Services and all intellectual property rights and moral rights therein, including without limitation all copyrights, trademarks and trade dress. Except for the limited access expressly provided in these Terms of Service, neither these Terms of Service nor your access to the Services transfers to you any right, title or interest in or to such intellectual property rights. No rights or licenses are granted except as expressly and unambiguously set forth in these Terms of Service. Except as expressly provided by us, none of the Services may be copied, displayed or transmitted in any way. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.e. License Grant.
By submitting Private Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display and perform such Private Content solely for the purpose of providing the Services and to create, use, distribute, commercialize and fully exploit anonymized aggregate data analyses and compilations from users’ use of and interaction with Private Content on the Services. By submitting User Content through the Services that is publicly available, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, commercialize and otherwise fully exploit such User Content in connection with the Site, the Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content available to such user through the Site and/or the Services, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.f. Availability of Content.
We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) monitor, remove, edit, or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.
5. DMCA Copyright Policy.
We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of the Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this section. If you believe that material or content residing on or accessible through Harvest’s websites or services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
Harvest Exchange Corp, 1200 Smith Street, Suite 672, Houston, TX 77002 USA
7. Third Party Services.
The Services may permit you to link to or share Content with other websites, services or resources on the Internet, including, but not limited to, Facebook, Twitter, and LinkedIn. Other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link or ability to share Content does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
8.Payments and Billing.
9. Suspension and Termination.
The Services allow users to flag User Content that you upload as inappropriate Content. Should your Account receive a certain number of flags, we will be automatically notified and may review your Account for compliance with these Terms of Service. We may suspend or terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which, in the case of termination, may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Should you be unable to terminate your Account, due to death or disability, we may, in our sole discretion, allow a member of your immediate family or next of kin, terminate your Account. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
10. Warranty Disclaimer.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
12. Limitation of Liability.
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $100.00.13. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
14. Governing Law and Jurisdiction.
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Texas, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of the State of Texas.
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.
a. Entire Agreement and Severability.
These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
b. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.c. Assignment.
These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.d. Agency.
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.e. Notices.
Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to firstname.lastname@example.org. No Waiver.
Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.g. Headings.
The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.