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AGREEMENT TO TERMS.
By using our Services, you acknowledge that you have read, understood, and
agree
to be legally bound by these Terms. If you do not agree to any of these Terms, you may not access or use
the Services.
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PRIVACY POLICY.
Please review our Privacy Policy, which also governs
your use of the Services, for information on how we collect, use and share your information.
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CHANGES TO THESE TERMS OR THE SERVICES.
We reserve the right, at our sole discretion, to modify, discontinue, or
terminate the Services, or to modify these Terms, at any time and without prior notice. If we modify these
Terms, we will post the modification on the Website and the App and/or provide you with other
communications.
By continuing to access or use the Services after we have posted a modification to the Terms, you are
indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to
you,
your only recourse is to cease using the Services.
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DESCRIPTION OF SERVICES.
The Services allow users to share investing knowledge by posting their
insights
and sharing their investment transactions with the community as well as chatting in groups about their
investments, including securities, commodities, futures, and certain crypto- or virtual currencies
(“Virtual Currencies”). The Services connect to participating third-party broker-dealers and
virtual asset exchanges (each, a “Third-Party Broker/Exchange”), which also allow users to buy,
sell, and invest together.
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USERS.
- The Services are available for individuals
aged 18 years or older
and
capable of forming a binding contract with CommonStock, and not otherwise barred from using the Services
under applicable law.
- In order to access and use the Services, you must
register with us and
become
a member (“Member”). As a Member you will be able to: (i) create a profile; (ii) create and
join
groups and channels for exchanging investing ideas with other Members (“Groups”); (iii) link
to
certain Third-Party Brokers/Exchanges with whom you have an account in order to buy and sell securities,
commodities, futures, and Virtual Currencies (collectively, “Investments”) by using your
Third-Party Brokers/Exchanges; (iv) track your Investments; and (v) share your Investment information
and
post commentary and other content .
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SERVICES ACCOUNT AND MATERIALS; BROKERAGE ACCOUNT; TRANSACTIONS.
- Services
Account. If you
wish to register as a Member other than through a third-party login provider (e.g., Facebook), during the
registration process we will ask you to create an account, which includes a sign-in name
(“Sign-In Name”), a password (“Password”). We
may
also ask you to provide additional information that will assist in authenticating your identity when you
log-in in the future (“Unique Identifiers”). When creating your account, you
must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding
Password
can be used by only one user. You are solely responsible for the confidentiality and use of your Sign-In
Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through
the Services using one or more of them. You will promptly inform us of any need to deactivate a Password
or
Sign-In Name, or change any Unique Identifier. CommonStock will not be liable for any loss or damage
caused
by any unauthorized use of your account.
- Brokerage
Account.
In
order to use certain features of the Services, including authorizing Transactions (as defined below),
Members must have an active account with a participating Third-Party Broker/Exchange (a
“Brokerage Account”). Your Brokerage Account is subject to a separate
agreement
directly between you and the applicable Third-Party Broker. Under no circumstances will we have any
liability for your Brokerage Account. You further acknowledge that we have no control over Third-Party
Brokers/Exchanges and that you may be charged fees by the Third-Party Broker/Exchange. We are not
responsible for any Third-Party Broker/Exchange fees. You are solely responsible for your use of the
Third-Party Brokers/Exchanges’ services, and you agree to comply with all terms and conditions
applicable to such services as required by the applicable Third-Party.
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Transactions.
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The Services allow Members to purchase and sell certain Investments
through
their Brokerage Account (each, a “Transaction”). To enable you to make Transactions
through
the Services, you will be required to link your Brokerage Account to the Services. CommonStock
processes
Transaction requests according to the instructions it receives from its Members. By initiating a
Transaction on the Services, you hereby authorize CommonStock to communicate with the applicable
Third-Party Broker/Exchange on your behalf and to send a message of the Transaction through to
your
Brokerage Account. Acceptance and execution of any Transaction is in the sole control and discretion
of
your Third-Party Broker/Exchange. Once a Transaction has been completed, the Investments will be
placed
in
(or removed from) your Brokerage Account, and will be reflected in your Services account.
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CommonStock does not collect any funds, execute any Transactions, or
otherwise act as a broker-dealer or cryptocurrency exchange, money transmitter, money services
business,
bank account, brokerage account, or other financial account. CommonStock merely communicates your
purchase
authorizations to Third-Party Broker/Exchange that complete the Transactions on your behalf. Although
you
may be able to find information about investment opportunities through the Services, we are not a
party
to
any Transaction regarding any such opportunity. We strongly recommend that in connection with each
Transaction, Members conduct their own due diligence. All messages sent using the Services are
self-directed by you to your Third-Party Broker/Exchange . All orders are executed by Third-Party
Brokers/Exchanges where Members have an existing account, and CommonStock is not responsible for the
order
routing or execution of any transaction. Any confirmations of such Transactions will be issued solely
by
the Member’s Third-Party Broker/Exchange. Members are solely responsible for any and all orders
placed by them, and understand that all orders are unsolicited and based on their own investment
decisions. COMMONSTOCK AND ITS AFFILIATES, EMPLOYEES, AGENTS, PRINCIPALS, OR REPRESENTATIVES DO NOT
PROVIDE RECOMMENDATIONS OF ANY TRANSACTION OR ORDER, PROVIDE INVESTMENT ADVICE, ENDORSE ANY
INVESTMENTS,
PRODUCE OR PROVIDE RESEARCH TO ANY USER REGARDING ANY INVESTMENT, TRANSACTION OR ORDER, OR EXECUTE ANY
TRANSACTIONS.
(d)Materials. YOU
UNDERSTAND
AND AGREE THAT THE SERVICES INCLUDE INFORMATION AND MATERIALS PROVIDED BY OTHER MEMBERS. ALL STATEMENTS
AND/OR
OPINIONS EXPRESSED IN SUCH MATERIALS ARE SOLELY THE OPINIONS OF THE MEMBER PROVIDING SUCH MATERIALS. WE
ARE
NOT RESPONSIBLE, OR LIABLE TO YOU OR ANY THIRD PARTY, FOR THE CONTENT OR ACCURACY OF ANY SUCH MATERIALS.
In
addition:
- We make no attempt to confirm, and do not confirm, any Member’s
purported identity. You are
solely
responsible for determining the identity and suitability of other Members with whom you may interact by
means of the Services;
- We make no representations, offer no assurances, and do not investigate any
Member’s background,
history, course of dealing, morality, or character, and you understand and agree that you assume the
risk
of
any encounter or interaction with any other Member of the Services. We encourage all Members to
communicate
directly with other Members through the tools available on the Services and to review their profile
pages
for more information; and
- We do not endorse any Members.
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USER CONTENT.
- Posting
Content. Our Services allow you to store or share content such as
text (in posts or communications with others), files, documents, graphics, images, audio and video.
Anything
(other than Feedback) that you post or otherwise make available through the Services, including
information
about Investments and Transactions, is referred to as “User Content”. CommonStock does
not
claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any
rights that you may have to your User Content.
- Permissions to Your User Content. By making any User Content
available
through the Services, you hereby grant us a non-exclusive, transferable, worldwide, royalty-free license,
with the right to grant sublicenses, to use, copy, publicly display, compile, combine with other content,
modify (solely to conform such User Content to the technical requirements of the Services), and publicly
perform all User Content you provide to us in any media now known or hereafter devised solely in
connection
with providing the Services, and the right, but not the obligation, to reproduce and use any such User
Content, including, without limitation, your name, image, likeness, photograph, and Sign-In Name to
advertise and promote the Services and/or CommonStock. Without limiting the foregoing, you acknowledge and
agree that uses of your User Content, name, image, likeness, photograph, and Sign-In Name permitted by the
foregoing rights and licenses may include the display of such materials adjacent to advertising and other
material or content, including for profit.
- Your
Responsibility for User Content. You are solely responsible for
all your User Content. You represent and warrant that you have (and will have) all rights that are
necessary
to grant us the license rights in your User Content under these Terms. You represent and warrant that
neither your User Content, nor your use and provision of your User Content to be made available through
the
Services, nor any use of your User Content by CommonStock on or through the Services will infringe,
misappropriate or violate a third party’s intellectual property rights, or rights of publicity or
privacy, or result in the violation of any Applicable Laws (as defined below), or our Community Guidelines
(as defined below).
- Removal
of User Content. You can remove your User Content by
specifically deleting it. You should know that in certain instances, some of your User Content (such as
posts or comments you make) may not be completely removed and copies of your User Content may continue to
exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the
removal or deletion of (or the failure to remove or delete) any of your User Content.
- Confidentiality. PLEASE
NOTE
THAT ALL USER CONTENT THAT YOU POST OR SHARE WITH OTHER MEMBERS THROUGH THE SERVICES WILL BE SEEN AND MAY
BE
USED BY OTHER MEMBERS, AND COMMONSTOCK CANNOT CONTROL HOW OTHER MEMBERS WILL USE SUCH USER CONTENT.
THEREFORE, IF YOU HAVE ANY INFORMATION THAT YOU WOULD LIKE TO KEEP CONFIDENTIAL, THAT YOU DO NOT WANT
OTHERS
TO USE, AND/OR THAT IS SUBJECT TO THIRD-PARTY RIGHTS THAT MAY BE INFRINGED BY YOUR SHARING IT, DO NOT POST
IT ANYWHERE ON OR THROUGH THE SERVICES. COMMONSTOCK IS NOT RESPONSIBLE FOR ANY MEMBER’S MISUSE OR
MISAPPROPRIATION OF ANY IDEA, CONTENT, OR INFORMATION THAT YOU POST ON OR THROUGH THE SERVICES.
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COMMUNITY GUIDELINES.
CommonStock’s community, like any community, functions best when its
people follow a few simple rules. By accessing and/or using the Services, you hereby agree to comply with
the
following community rules and guidelines or those that may be posted on the Services from time to time
(collectively, the “Community Guidelines”):
- You will not use the Services for any unlawful purpose, and you will comply with
all applicable laws,
rules, and regulations in connection with your use of the Services including, but not limited to, the
Securities Exchange Act of 1934, as amended (collectively, “Applicable
Laws”);
- You will not impersonate any person or entity, including without limitation
CommonStock, or falsely
state
or otherwise misrepresent your affiliation with a person or entity;
- You will not submit false or misleading information (including, without
limitation, in connection with a
“pump and dump” scam or other form of stock fraud), or “Material Nonpublic
Information” (as defined by Applicable Laws), or authorize any Transaction, that you do not intend
to
honor;
- Other than making Investments for your own personal use and gain, you will not
use the Services to
engage
in any commercial activities, including, without limitation, raising money; advertising or promoting a
product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
- You will not access or use the Services to collect any market research for a
competing business;
- You will not upload, post, e-mail, transmit, or otherwise make available any
User Content that:
- infringes any copyright, trademark, right of publicity, or other proprietary
rights or confidential
information of any person or entity; or
- is threatening, tortious, defamatory, libelous, indecent, obscene, offensive,
pornographic, invasive
of
another’s privacy, or promotes violence, discrimination, bigotry, racism, hatred, harassment or
harm
against any individual or group, or promotes illegal or harmful activities or substances; or
- is fraudulent, false, misleading or deceptive; or
- discloses any sensitive information about another person, including that
person’s e-mail
address,
postal address, phone number, credit card information, or any similar information;
- You will not “stalk” or otherwise harass another user of the
Services;
- You will not interfere with or attempt to interrupt the proper operation of the
Services through the use
of any virus, device, information collection or transmission mechanism, software or routine, or access or
attempt to gain access to non-public areas of the Services, any data, files, or passwords related to the
Services through hacking, password or data mining, or any other means.
- You will not cover, obscure, block, or in any way interfere with any
advertisements and/or safety
features
(e.g., report abuse button) on the Services;
- You will not use any robot, spider, scraper, or other automated means to access
the Services for any
purpose without our express written permission; provided, however, we grant the operators of public search
engines permission to use spiders to copy materials from the Services for the sole purpose of, and solely
to
the extent necessary for, creating publicly-available searchable indices of the materials, but not caches
or
archives of such materials;
- You will not take any action that imposes or may impose (in our sole discretion)
an unreasonable or
disproportionately large load on our technical infrastructure; You will not attempt to decipher,
decompile,
disassemble or reverse engineer any of the software used to provide the Services;
- You will not attempt to probe, scan or test the vulnerability of any CommonStock
system or network or
breach any security or authentication measures;
- You will not avoid, bypass, remove, deactivate, impair, descramble or otherwise
circumvent any
technological measure implemented by us or any of our providers or any other third party (including
another
user) to protect the Services; and
- You will not encourage or enable any other individual to do any of the
foregoing.
We are not obligated to monitor access to or use of the Services or to review
or edit any content. However, we have the right to do so for the purpose of operating the Services, to
ensure
compliance with these Terms and to comply with Applicable Laws. We reserve the right, but are not obligated,
to remove or disable access to any content, including User Content, at any time and without notice,
including,
but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms.
We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law .
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COMMONSTOCK’S INTELLECTUAL PROPERTY.
CommonStock and its licensors exclusively own all right, title and interest in
and to the Services, including all associated intellectual property rights. You acknowledge that the
Services
are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree
not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices
incorporated in or accompanying the Services.
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FEEDBACK.
We welcome feedback, comments and suggestions for improvements to the
Services
(“Feedback”). If you provide us with any Feedback, you grant to us a non-exclusive,
transferable,
worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any
and all intellectual property rights that you own or control to use, copy, modify, create derivative works
based upon and otherwise exploit the Feedback for any purpose.
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RIGHTS AND TERMS FOR APPS.
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App License. If you
comply with these Terms, CommonStock grants to you
a
limited non-exclusive, non-transferable license, with no right to sublicense, to download and install
the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices
and
to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in
these Terms, you may not: (i) copy, modify or create derivative works based on the App;
(ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party;
(iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite
this limitation); or (iv) make the functionality of the App available to multiple users through
any
means.
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Additional Information: Apple
App Store. This Section 12(b) applies to
any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to
furnish any maintenance and support services with respect to the App. In the event of any failure of
the
App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App
purchase
price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have
no
other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing
any claims by you or any third party relating to the App or your possession and use of it, including,
but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any
applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or
similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge
of any third-party claim that your possession and use of the App infringe that third party’s
intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these
Terms,
and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted
the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and
warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or
that
has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not
listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any
applicable third-party terms of service when using the App.
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DMCA/COPYRIGHT POLICY.
CommonStock respects copyright law and expects its users to do the same. It
is
CommonStock’s policy to terminate in appropriate circumstances account holders who repeatedly
infringe
or are believed to be repeatedly infringing the rights of copyright holders. Please see
CommonStock’s
Copyright Policy at www.commonstock.com/copyright, for further information.
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THIRD PARTY APPLICATIONS, WEBSITES OR RESOURCES.
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Third-Party Applications. If you install or enable any
online,
web-based applications provided by third parties that interoperate with the Services
(“Third-Party
Applications”) for use with the Services, you acknowledge that we may allow providers of those
Third-Party Applications to access your information as required for the interoperation of such
Third-Party Applications with the Services. We are not responsible for any disclosure,
modification, or deletion of your information resulting from any such access by Third-Party
Application
providers, and any such access and use of your information shall be subject to the privacy policies
of
such Third-Party Application providers.
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Third-Party APIs or Widgets. Certain feature of the
Services
may
interoperate and/or integrate with third-party APIs or widgets. Such features depend on the
continuing
availability of such APIs or widgets. If these providers cease to make their API or widgets or
program
available on reasonable terms for the Services, we may cease providing such features without notice
or
liability.
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Links. The Services (including the App) may allow you to
access
third-party websites or other resources. We provide access only as a convenience and are not
responsible
for the content, products or services on or available from those resources or links displayed on
such
websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any
third-party resources.
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WARRANTY DISCLAIMERS.
- THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY
KIND.
WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS
FOR
A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF
DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE
AVAILABLE
ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY,
TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.
- WE DO NOT EXECUTE ANY TRANSACTIONS. WE ONLY COMMUNICATE
MEMBERS’
TRANSACTION INSTRUCTIONS TO THE RELEVANT THIRD-PARTY BROKER/EXCHANGE(S). WE DO NOT WARRANT THAT
THIRD-PARTY
BROKER/EXCHANGE(S) WILL RECEIVE THE INSTRUCTIONS OR EXECUTE THE TRANSACTIONS, AT ALL OR ON A TIMELY
BASIS.
- THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS
OR
OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED
THEREIN.
THE
SERVICES MAY CONTAIN INFORMATION ON INVESTMENTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO
AN
INVESTMENT ON THE SERVICES DOES NOT IMPLY THAT SUCH INVESTMENT IS OR WILL BE AVAILABLE WHEN YOU WOULD
LIKE
TO
PURSUE IT. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AT ANY
TIME
WITHOUT NOTICE.
- NO INFORMATION OR CONTENT ON THE SERVICES SHALL BE USED OR CONSIDERED
AS AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OR PRODUCTS OR SERVICES OF ANY
ENTITY.
INVESTMENT OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAWS. THE
SERVICES
PROVIDE NO INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THEM IS TO BE
RELIED
UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS. IN MAKING AN INVESTMENT
DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE INVESTMENT AND THE TERMS OF THE OFFERING. WE DO
NOT
ADVISE ON THE TAX CONSEQUENCES OF ANY INVESTMENT. TO THE EXTENT THAT PAST PERFORMANCE IS AVAILABLE
THROUGH
THE
SERVICES, PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND NO REPRESENTATION IS BEING MADE THAT
ANY
INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT
SIGNIFICANT LOSSES WILL BE AVOIDED.
- Please note the following disclosures associated with Virtual
Currencies:
- Virtual Currencies are not legal tender, are not backed by the government, and accounts and value
balances
are not subject to federal deposit insurance corporation protections.
- Legislative and regulatory changes or actions at the state, federal, or international level may
adversely
affect the use, transfer, exchange, and value of Virtual Currencies.
- Transactions in Virtual Currencies may be irreversible, and, accordingly, losses due to fraudulent
or
accidental transactions may not be recoverable.
- Some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger,
which is
not necessarily the date or time that the customer initiates the transaction.
- The value of a Virtual Currency may be derived from the continued willingness of market participants
to
exchange government-issued currency for that Virtual Currency, which may result in the potential for
permanent and total loss of value of a particular Virtual Currency should the market for that Virtual
Currency disappear.
- There is no assurance that a person who accepts a Virtual Currency as payment today will continue to
do
so
in the future.
- The volatility and unpredictability of the price of virtual currencies relative to government-issued
currencies may result in significant loss over a short period of time.
- The nature of virtual currencies may lead to an increased risk of fraud or cyber-attack.
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LIMITATION ON LIABILITY.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMMONSTOCK NOR ITS
SERVICE
PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS,
LOST
BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE
OR
THE
COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE
OF
OR
INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMMONSTOCK OR ITS SERVICE PROVIDERS HAVE BEEN
INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE
FAILED
OF ITS ESSENTIAL PURPOSE.&nbsli;
- TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE
JURISDICTION,
IN
NO EVENT WILL COMMONSTOCK’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR
FROM
THE
USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO
COMMONSTOCK
FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO
COMMONSTOCK, AS APPLICABLE.
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMMONSTOCK AND YOU.
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INDEMNIFICATION.
You will indemnify and hold CommonStock, its affiliates and their
respective
officers, directors, employees and agents, harmless from and against any claims, disputes, demands,
liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal
and
accounting fees arising out of or in any way connected with (a) your access to or use of the Services,
(b)
your User Content, (c) your violation of these Terms, or (d) any of your Transactions or Investments. We
will
provide notice to you of any such claim, dispute or demand. We reserve the right, at your expense, to
assume
the exclusive defense and control of any claim, dispute or demand that is subject to indemnification
under
this Section. In such case, you agree to cooperate with any reasonable requests assisting our defense of
such
matter.
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COMPLIANCE WITH APPLICABLE LAWS.
The Services are based in the United States. We make no claims concerning
whether the Services may be downloaded, viewed, or be appropriate for use outside of the United States.
If
you
access the Services from outside of the United States, you do so at your own risk. Whether inside or
outside
of the United States, you are solely responsible for ensuring compliance with the laws of your specific
jurisdiction.
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TERMINATION.
We may suspend or terminate your access to and use of the Services,
including
suspending access to or terminating your account, at our sole discretion, at any time and without notice
to
you. You may cancel your account at any time via the Services interface. Upon any termination,
discontinuation
or cancellation of the Services or your account, the following Sections will survive: 8(b), 8(c), 8(e),
9,
10,
11, 15, 16, 17, 19, 20, 21 and 22.
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GOVERNING LAW AND FORUM CHOICE.
These Terms and any action related thereto will be governed by the
Federal
Arbitration Act, federal arbitration law, and the laws of the State of New York without regard to its
conflict
of laws provisions.Except as otherwise expressly set forth in Section 21 “Binding
Arbitration,”
the exclusive jurisdiction for all Disputes (defined below) that you and CommonStock are not
required
to
arbitrate will be the state and federal courts located in the State of New York, and you and CommonStock
each
waive any objection to jurisdiction and venue in such courts.
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BINDING ARBITRATION.
- Mandatory Arbitration of
Disputes. We each agree that any dispute, claim or controversy arising out of or relating to
these
Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the
Services
(collectively, “Disputes”) will be resolved solely by binding, individual
arbitration and not in a class, representative or consolidated action or proceeding. You and CommonStock
agree
that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and
that
you
and CommonStock are each waiving the right to a trial by jury or to participate in a class action. This
arbitration provision shall survive termination of these Terms.
- Exceptions. As limited
exceptions to Section 21(a) above: (i) we both may seek to resolve a Dispute in small claims court if it
qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court
to
prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
- Conducting Arbitration and
Arbitration Rules. The arbitration will be conducted by JAMS under the JAMS Comprehensive
Arbitration
Rules (the “JAMS Rules”) then in effect, except as modified by these Terms.
The
JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-JAMS. A party who wishes to start
arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as
specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com.
- Any arbitration hearings will take place in the county (or parish) where
you
live, unless we both agree to a different location. The parties agree that the arbitrator shall have
exclusive
authority to decide all issues relating to the interpretation, applicability, enforceability and scope
of
this
arbitration agreement.
- Arbitration Costs.
Payment
of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and we won’t
seek
to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator
finds
your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees
and
costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled
to
an
award of attorneys’ fees and expenses to the extent provided under applicable law.
- Injunctive and Declaratory
Relief. Except as provided in Section 21(b) above, the arbitrator shall determine all issues of
liability on the merits of any claim asserted by either party and may award declaratory or injunctive
relief
only in favor of the individual party seeking relief and only to the extent necessary to provide relief
warranted by that party’s individual claim. To the extent that you or we prevail on a claim and
seek
public injunctive relief (that is, injunctive relief that has the primary purpose and effect of
prohibiting
unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief
must
be
litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that
litigation
of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any
individual
claims in arbitration.
- Class Action Waiver.
YOU AND COMMONSTOCK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS
INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the
arbitrator
may not consolidate another person’s claims with your claims, and may not otherwise preside over
any
form of a representative or class proceeding. If this specific provision is found to be unenforceable,
then
the entirety of this Dispute Resolution section shall be null and void.
- Severability. With the
exception of any of the provisions in Section 21(f) of these Terms (“Class Action
Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of
these
Terms is invalid or unenforceable, the other parts of these Terms will still apply.
-
MISCELLANEOUS.
-
Entire Agreement. These Terms constitute the entire and exclusive
understanding and agreement between CommonStock and you regarding the Services, and these Terms
supersede and replace all prior oral or written understandings or agreements between CommonStock and
you
regarding the Services. If any provision of these Terms is held invalid or unenforceable by an
arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum
extent
permissible and the other provisions of these Terms will remain in full force and effect. You may
not
assign or transfer these Terms, by operation of law or otherwise, without CommonStock’s prior
written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be
null. CommonStock may freely assign or transfer these Terms without restriction. Subject to the
foregoing, these Terms will bind and inure to the benefit of the parties, their successors and
permitted
assigns.
-
Notices. Any notices or other communications provided by CommonStock
under these Terms will be given: (i) via email; or (ii) by posting to the Services. For
notices made by email, the date of receipt will be deemed the date on which such notice is
transmitted.
-
Waiver of Rights. CommonStock’s failure to enforce any right or
provision of these Terms will not be considered a waiver of such right or provision. The waiver of
any
such right or provision will be effective only if in writing and signed by a duly authorized
representative of CommonStock. Except as expressly set forth in these Terms, the exercise by either
party of any of its remedies under these Terms will be without prejudice to its other remedies under
these Terms or otherwise.
-
CONTACT INFORMATION.
If you have any questions or complaints about these Terms or the Services,
please contact CommonStock at info@commonstock.com. California residents may reach the Complaint
Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by
mail
at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
