Terms of Use

ACCESS TO AND USE OF THIS WEBSITE IS GOVERNED BY THE FOLLOWING TERMS OF USE (THE “TERMS OF USE”):

ACCESS-BINDING AGREEMENT

You acknowledge and agree that your use of the website, [www.clearlist.com], including any and all information, statements, materials, articles, research, data, software, links to third party websites, products and services made available on or accessible through this website (collectively, “Content,” and together with this website, the “Site”), is conditioned on your adherence to the following terms and conditions (the “Terms of Use”) and that such acceptance creates a valid and binding contract between the you and ClearList LLC. (“ClearList”). These Terms of Use are in addition to the terms of any other subscriber, participant or other agreement you may have with ClearList or its affiliates or subscribers and are not intended to modify or supersede the terms of such agreement, which agreement, in the event of any conflicting terms, will govern. By using the Site and the Content, you further agree: (a) to comply with U.S. law regarding the transmission of any information through the Site; (b) not to use the Site for illegal purposes; and (c) not to interfere with, trespass on or disrupt the networks or computers and equipment connected to the Site. If, at any time, you do not wish to accept these Terms of Use, you must discontinue use of the Site and any Content obtained from the Site.

NO OFFER, SOLICITATION OR RECOMMENDATION

The fact that ClearList has made or may make Content available on or accessible through the Site does not constitute a representation by ClearList that any such Content is suitable or appropriate for you. The Content is for your private use, and ClearList is not soliciting any action based on it. The Content is not to be construed as a recommendation or an offer to buy or sell, or the solicitation of an offer to buy or sell, or to enter into any transaction in respect of, any security, financial product or other instrument. Although the information contained in the Content is obtained or compiled from or based upon information that ClearList considers reliable, ClearList does not represent that such information is accurate, current or complete. ClearList does not undertake to advise you of changes in any of the Content, and you should note the date of publication of each component of the Content. You acknowledge that: (a) the Site is provided for its intended uses only; (b) the Site may include information taken from third-party sources; and (c) any reliance on any portion of the Content shall be at your sole risk. The Content may not be used for any illegal purpose or in any manner inconsistent with these Terms of Use. The Content may not be used in any manner that would subject ClearList or its affiliates to any registration requirements in any jurisdiction or country. You may not display any Content in any way that creates a misimpression or likelihood of confusion that such Content is from any source other than ClearList.

LEGAL, TAX AND OTHER CONSIDERATIONS

You acknowledge that none of the Content made available on or through the Site constitutes business, financial, investment, hedging, trading, legal, regulatory, tax, accounting or other advice. You further acknowledge that certain legal and tax considerations, margin requirements, fees and other transaction costs may significantly affect the economic consequences of the transactions effected by you on or through the Site, and you should review such requirements and costs carefully with your business, legal, tax, accounting and other advisors.

INTELLECTUAL PROPERTY

The Site, including the Content, is owned by ClearList or its licensors, and is protected under the copyright, trademark, data misappropriation, unfair competition, and other intellectual property laws of the United States and other countries as well as by international treaties and conventions. Third-party trademarks and service marks are the property of their respective owners. All other service marks and trademarks displayed on the Site are registered and unregistered service marks and trademarks of ClearList.  The Site is further protected as a collective work and/or compilation under U.S. copyright and other laws, treaties and conventions. Using, copying, or storing any portion of the Site for other than personal, noncommercial use without the prior written consent of ClearList or the relevant licensor is expressly prohibited. You may not copy, modify, sell, display, distribute, publish, transmit or otherwise disseminate the Site, or any portion thereof, to others. You agree to abide by all applicable copyright, trademark and other intellectual property laws and with all additional copyright and trademark notices, information, and restrictions contained in any of the Content. Unauthorized use of the Site or the Content may violate applicable copyright, trademark, misappropriation or other intellectual property laws or other laws.

DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING THE CONTENT, IS PROVIDED “AS IS.” CLEARLIST, ITS AFFILIATES AND LICENSORS, AND THEIR OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE “CLEARLIST PARTIES”), MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AS TO THE SITE OR ANY PORTION THEREOF OR RELATING TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE. THE CLEARLIST PARTIES HAVE NO RESPONSIBILITY TO MAINTAIN THE SITE OR ANY PORTION THEREOF OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES THERETO. THE CLEARLIST PARTIES DO NOT WARRANT THAT THE SITE OR ANY PORTION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER ON WHICH IT IS HOSTED IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SOFTWARE THEREIN IS COMPATIBLE WITH SUBSCRIBER’S EQUIPMENT. AVAILABILITY OF THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE CLEARLIST PARTIES HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON FOR THE QUALITY, ACCURACY, TIMELINESS, CONTINUED AVAILABILITY OR COMPLETENESS OF THE SITE OR ANY PORTION THEREOF. IN NO EVENT WILL THE CLEARLIST PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT YOU OR ANY OTHER PERSON MAY INCUR IN CONNECTION WITH YOUR ABILITY OR INABILITY TO USE THE SITE, OR ANY PORTION THEREOF, OR INTERRUPTION OF SERVICE, INCLUDING BUT NOT LIMITED TO, DELAYS OR INTERRUPTION OF INTERNET OR NETWORK SERVICES NOT OPERATED OR CONTROLLED BY CLEARLIST, OR OMISSIONS OR INACCURACIES IN SUCH INFORMATION OR MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF REVENUE, EVEN IF ANY OF THE CLEARLIST PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LINKS TO OR FROM THIRD PARTY WEBSITES

The Site may contain links to certain Internet sites sponsored and maintained by third parties. These Internet sites are not under the control of ClearList. In addition, third party sites may contain links to the Site. ClearList is not responsible or liable for, and makes no representations or warranties, concerning the content of any such, third party sites. The fact that ClearList has provided a link to a third party site, or that a third party site has provided a link to the Site, does not constitute an endorsement, authorization, sponsorship, or affiliation by ClearList with respect to that site, its owners, or its providers and your accesses to that site and any services or information provided therein is at your own risk. ClearList is not responsible or liable for, and makes no representations or warranties with respect to, any particular information, software, products, services or content found on any of the linked sites, including appropriateness of any products, services or transactions described therein.

INDEMNIFICATION

You agree to indemnify the ClearList Parties from and against any and all losses, liabilities, judgments, fines, settlements, damages and costs (including attorneys’ fees and disbursements) resulting from or arising out of any suits, actions, claims, demands, investigations, hearings or similar proceedings (collectively, “Proceedings”) to the extent such Proceedings are based on or result from your use of, or your ability or inability to use the Site or any portion thereof, or any data, information, service, report, analysis or publication you derive therefrom.

COMPUTER VIRUSES

ClearList shall not be liable for any harm caused by the transmission through access or use of the Site of a computer virus or other electronically transmitted code or programming device that might be used to access, damage, modify, delete, corrupt, disable, disrupt or otherwise impede in any manner the operation of the Site or the information contained herein, or any of your hardware, software, data or property. Further, you may not introduce into the Site any code, malicious or hidden procedures, routines or mechanisms that would permit other persons access to the Site or to enable or impair its operation (sometimes referred to as “viruses”, “traps”, “access codes” or “trap door devices”), nor may you access the Site to gain any unauthorized access to any computer system operated by ClearList or any of its affiliates or third-party service providers.

TERMINATION AND MODIFICATIONS TO TERMS OF USE

ClearList reserves the right without notice, at its sole discretion, to terminate, change, modify, add or remove any portion of these Terms of Use, in whole or in part, or to charge fees for access to portions of the Site or the Site as a whole. Please continue to review these Terms of Use whenever accessing or using the Site. Your use of the Site after the posting of changes, modifications, additions or deletions to these Terms of Use will constitute your acceptance of these Terms of Use, as so modified, as of the date such modifications are first posted to the Site. ClearList expressly rejects any terms and conditions you may propose that are in addition to or which conflict with the terms and conditions herein and such proposed terms and conditions shall be of no force or effect.

GOVERNING LAW; SEVERABILITY

Any dispute, controversy or claim arising out of or related to the Site or these Terms of Use shall be governed by and interpreted under the laws of the State of New York (excluding any rules of law that would lead to the application of the laws of any other jurisdiction). You agree to submit to the jurisdiction of the state and federal courts in New York County in the State of New York in respect of litigation arising out of or related to your use of the Site or with respect to these Terms of Use, waiving all affirmative and legal defenses in respect of jurisdiction, forum and venue. If any provision of these Terms of Use is determined to be invalid, superseded, illegal or unenforceable, in whole or in part, the validity, legality or enforceability of any of the remaining provisions or notices shall not in any way be affected or impaired thereby and shall continue in full force and effect.

CONFIDENTIALITY AND USE OF PERSONAL INFORMATION

ClearList will endeavor to maintain the confidentiality of personal information you provide in connection with the use of the Site and the services provided herein. Nonetheless, you acknowledge and agree that any such information that is sent via the Internet may not be protected and there can be no assurance that such information will remain confidential. In addition, you acknowledge and agree that, subject to applicable law, ClearList may disclose your name and other personal and financial information about you or your account(s) to its employees, representatives, officers, directors, agents and affiliates, or to any governmental or regulatory authority or self-regulatory organization, or to any third party service provider, (i) in connection with the offering, maintenance or administration of the Site or the services provided herein, (ii) to comply with applicable laws, rules, orders, subpoenas or requests for information by governmental or regulatory authorities or self-regulatory organizations, or (iii) for any other purpose described in any other subscriber, participant or other agreement you may have with ClearList or its affiliates or subscribers or in the ClearList “Privacy Policy.” ClearList has contractual relationships with one or more technology and operational support service providers, including, but not limited to, ClearList Holdings LLC, Fundamental Interactions Inc., and Trellis Software Inc., and with financial service providers, including, but not limited to, introducing or carrying brokers (such as ShareNett Securities LLC or ClearList Securities LLC) or custodians/clearing agents. Any agreements with those parties contain provisions protecting confidential customer information.