Terms of Use Agreement

 

Please read This Terms of Use Agreement Before Accessing the InvesGuard.com Website

 

 

1. Acceptance of Terms

This Terms of Use Agreement sets forth the standards of use of the Services. You (the “User”) agree to these terms and conditions. In order to use the Services, User must first agree to the Terms. If User does not accept the Terms, User must immediately cease all usage of the Services. Auditopia Solutions, LLC reserves the right, at any time, to modify, alter, terminate, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at the InvesGuard.com website. User’s continued use of the Services after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. User may not use the Services if (a) User is not of legal age to form a binding contract, or (b) User is a person barred from receiving the Services under the laws of the United States or other countries including the country in which User is a resident or from which User uses the Services.

 

 

2. Definitions

 

2.1 “Auditopia” means Auditopia Solutions LLC, whose principal place of business is at: 11440 West Bernardo Court, Suite 300, San Diego, California 92127, United States.

 

2.2. “Effective Date” means the Terms of Use Agreement, which was last updated on February 8, 2010.

 

2.3. “Services” means any use of Auditopia’s reports, products, software, services and web sites.

 

2.4. “Terms” means collectively this legal agreement.

 

 

3. Use of the Services by User

 

3.1. In order to access certain Services, User may be required to provide information as part of the registration process for the Services, or as part of User’s continued use of the Services. User agrees that any registration information given to Auditopia will always be accurate, correct and up to date.

 

3.2. User agrees to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

 

3.3. User agrees not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Auditopia.

 

3.4. User agrees that User will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

 

3.5. User agrees and understands that User is responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, User agrees that User will be solely responsible for all activities that occur under User’s account. If User becomes aware of any unauthorized use of User’s account, User agrees to notify Auditopia.

 

 

4. Proprietary rights

 

4.1. User acknowledges and agrees that Auditopia owns all legal right, title and interest in and to the Services, including without limitation any intellectual property rights, including, but not limited to, copyrights with all derivative rights, trademarks and all associated goodwill, patents, and trade secrets. User further acknowledges that the Services may contain information which is designated confidential by Auditopia and that User shall not disclose such information without Auditopia’s prior written consent.

 

4.2. User acknowledges that access to the services does not imply any right or license to use such information or limit the other protections available to the Auditopia for such information under statute or common law.

 

4.3. User agrees not to reproduce, distribute, store, retransmit, duplicate, copy, sell, trade or resell the Services or any associated rights for any purpose. User may not display Auditopia’s trademark without Auditopia’s explicit written consent.

 

 

 

5. LIMITATION OF LIABILITY

 

AUDITOPIA SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR AUDITOPIA SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE SERVICES OR THE INVESGUARD.COM WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF AUDITOPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT AUDITOPIA’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN USER’S JURISDICTION WILL APPLY TO USER AND AUDITOPIA’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. AUDITOPIA IS NEITHER A RATING AGENCY NOR DOES IT PURPORT TO OFFER ANY KIND OF FINANCIAL, TAX, LEGAL OR INVESTMENT ADVICE. FINANCIAL AND INVESTMENT DECISIONS ARE SOLELY THE RESPONSIBILITY OF USER.

 

 

 

6. DISCLAIMER

 

USER EXPRESSLY UNDERSTANDS AND AGREES THAT USER’S USE OF THE SERVICES IS AT USER’S SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”

 

IN PARTICULAR, AUDITOPIA, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO USER THAT:

 

(A) USER’S USE OF THE SERVICES WILL MEET USER’S REQUIREMENTS,

 

(B) USER’S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

 

(C) ANY INFORMATION OBTAINED BY USER AS A RESULT OF USER’S USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

 

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SERVICE OR SOFTWARE PROVIDED TO USER AS PART OF THE SERVICES WILL BE CORRECTED.

 

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT USER’S OWN DISCRETION AND RISK AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM AUDITOPIA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

 

AUDITOPIA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

 

 

7. Other Content

 

7.1. The Services may include hyperlinks to other web sites or content or resources operated by third parties. Auditopia may have no control over any web sites or resources which are provided by companies or persons other than Auditopia.

 

7.2. User acknowledges that Auditopia is not responsible for the availability of, or the content located on or through, any third-party site, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

 

7.3. User acknowledges and agrees that Auditopia is not liable for any loss or damage which may be incurred by user as a result of the availability of those external sites or resources, or as a result of any reliance placed by user on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

 

7.4. All trademarks displayed in conjunction with the Services are the trademarks of the respective owners, and do not constitute any endorsement, association or affiliation.

 

 

 

8. Notification of Claimed Copyright Infringement

 

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Auditopia designates the following individual as its agent for receipt of notifications of claimed copyright infringement.

 

By Mail: Copyright Agent, Auditopia Solutions LLC, 11440 West Bernardo Court, Suite 300, San Diego, California 92127, United States

 

By Telephone: (858) 753 1989

 

By Email: Tejus@invesguard.com

 

 

 

9. Miscellaneous

 

9.1. Indemnification. User agrees to indemnify and hold Auditopia, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of User’s use of the Services, publishing content with the Services, the violation of this Agreement, infringement by User, or other user of the Services using User’s computer, of any intellectual property or any other right of any person or entity.

 

9.2. No Partnership. Nothing contained in this Agreement, nor in the relationship created hereby, shall create or be interpreted to evidence a joint venture, partnership, or principal/agent relationship between User and Auditopia. User shall not have the right or authority to act for or assume, create, or incur any obligation or liability of any kind, whether express or implied, against, in the name of, or on behalf of Auditopia. User and Auditopia shall be fully independent in its business operations.

 

9.3. No Waiver. The waiver of any breach of any term of this Agreement by Auditopia shall not be deemed a waiver of any subsequent or prior breach. Auditopia shall not be deemed to have waived any breach of any term of this Agreement, except as set forth in writing.

 

9.4. Severability. If any part, term or provision of this Agreement or any document required to be executed in connection with this Agreement shall be declared invalid, void, or unenforceable, then all remaining parts, terms, and provisions shall remain in full force and effect to the maximum extent permissible by law and shall not be invalidated, impaired or affected.

 

9.5. Scope. The scope of this Agreement shall be worldwide.

 

9.6. Equitable Relief. User agrees to cooperate with Auditopia to take such action as may be required by law or reasonably necessary to effectively carry out the purposes of this Agreement. User agrees that any breach of this Agreement by User would cause irreparable harm, and that Auditopia shall be entitled to injunctive relief, including without limitation specific performance without showing proof of damages.

 

9.7. Binding. This Agreement shall be binding upon and inure to the benefit of the User and its agents, servants, employees, officers, affiliates, representatives, successors, transferees, parents, and assigns.

 

9.8. Choice of Law. This Agreement shall be construed in accordance with the laws of the State of California (exclusive of California conflict of laws principles). Any dispute concerning this Agreement, its formation, interpretation, or breach, shall be adjudicated exclusively by a federal or state court with subject matter jurisdiction located in San Diego County, California, and User hereby irrevocably submits and consents to the exclusive personal jurisdiction and venue of such courts for this purpose. Auditopia makes no representation that its website or other services are appropriate, legal or available for use in other locations.

 

9.9. Integration. This Agreement is integrated and contains the entire agreement and understanding concerning the subject matter hereof between User and Auditopia, and supersedes and replaces all prior negotiations and proposed agreements, written or oral, as between them concerning the subject matter hereof.

 

 

 

Dated: February 2010