This Terms of Use Agreement (the "Agreement") is between you and Gust Equity Management (the "Company," "we," "us") concerning your use of the site currently located at equity.gust.com (together with any successor site(s) and all Services (as defined below), the "Site"). By agreeing to this Agreement, you are representing that you are the age of majority in your state of residence and are legally able to enter into a binding agreement. If you are using the Site on behalf of an organization, you represent and agree that (a) you are agreeing to this Agreement on behalf of such organization, (b) you are authorized to bind that organization to this Agreement, and (c) "you" as used herein means both you individually as well as the organization on whose behalf you are agreeing to this Agreement.
1. Acceptance of Terms; Fees. By accessing or using the Site, you agree to the terms of this Agreement and to any additional rules and guidelines that we may post on the Site. We may make changes to this Agreement (and to any such additional rules and guidelines) from time to time, and we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on the Site. You can determine when we last changed this Agreement by referring to the "LAST UPDATED" legend above. Your access to or use of the Site following changes to this Agreement will constitute your acceptance of those changes. Notwithstanding the foregoing, any changes to this Agreement shall not apply to any dispute between you and us arising prior to the date of such posting or other notification. We may, at any time, temporarily or permanently modify or discontinue all or part of the Site, with or without notice and/or offer opportunities to some or all users of the Site. You agree that neither we nor any of our affiliates (collectively, "Affiliated Entities") shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site, in whole or in part, or of any Service, content, feature or product offered through the Site. You agree that we may, at any time, charge fees in connection with the use of all or part of the Site and/or for certain features of the Services and that you will be responsible for all such charges (including any applicable tax). You will be notified in advance of any such charges.
2. Jurisdictional Issues. The Site is controlled and/or operated by the Company from the United States, and is not intended to subject us to the laws or jurisdiction of any jurisdiction other than that of the United States. The Site may not be appropriate or available for use in some jurisdictions outside of the United States. If you access or use the Site, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
3. Description of the Services. We provide users of the Site with access to certain content and services, which may include, without limitation: (a) services such as electronic signature services, capitalization table services, limited storage services, profiles, forums, discussion boards, registration functionality, interactive tests, voting and polling functionality, RSS feeds, blogs and links to third party websites; and (b) content such as articles, audio and video clips, photographs, graphics, images, text, data, user comments, postings and messages and other similar content (such content and services, collectively, the "Services").
4. Information Submitted Through the Site. Your submission of personal information through the Site is governed by our Privacy Policy, which is located at https://equity.gust.com/privacy/ and is hereby incorporated into this Agreement by this reference. You agree that all personal information that you provide to us is and will remain true, accurate and complete.
5. Rules of Conduct. While using the Site, you will comply with all applicable laws, rules and regulations. In addition, we expect users of the Site to respect the rights and dignity of others. Your access to and use of the Site is conditioned on your compliance with the rules of conduct set forth in this section. Your failure to comply may result in termination of your access to or use of the Site (or any part of the Site). You agree that you will not:
You also acknowledge and agree that you (and not the Company) are responsible for obtaining, maintaining and paying for all telecommunications, networking and computer hardware, equipment and services needed to access and use the Site.
6. Registration; User Names and Passwords. You may need to register to use all or part of the Site. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential. You are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password or your Site account.
7. Profiles and Forums. We may provide you with the ability to post certain information and materials on your "profile page" (your "Profile"). We may also make available services (for example, message boards, forums, blogs, chat functionality, messaging functionality and comment functionality) to which you are able to post information and materials (each, a "Forum"). Information contained in Profiles and Forums may be provided by our employees and Affiliated Entities as well as by third-party visitors to the Site. Site visitors may post messages or make statements that are inaccurate, misleading or deceptive. The Company, the Affiliated Entities and each of their respective employees, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the "Released Parties") neither endorse nor are responsible for any opinion, advice, information or statements made in the Profiles and Forums by third parties. Without limitation, the Released Parties are not responsible for any information or materials made available through the Profiles and Forums or results obtained using any such information or materials. Under no circumstances will the Released Parties be liable for any loss or damage caused by your reliance on such information or materials. The opinions expressed in the Profiles and Forums reflect solely the opinions of the individuals who submitted such opinions and may not reflect the opinions of the Company.
In addition, the Released Parties have no control over, and shall have no liability for, any damages resulting from the use or misuse by any third party of information voluntarily made public through a Profile or a Forum or any other part of the Site. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE ON THE SITE, YOU DO SO AT YOUR OWN RISK.
8. Your Content. "Your Content" means reports, data, text, audio, video, images, graphics, messages, files, attachments or other materials that you submit to, or create within, the Services in connection with your account. Solely you are responsible for properly using the Services and taking your own steps to maintain appropriate security, protection and backup of Your Content. Because it is not possible to guarantee data security, you acknowledge that it may be possible for an unauthorized party to access Your Content, and you agree that, in such event, any loss that you may suffer is subject to the Limitation of Liability section of this Agreement.
Solely you are responsible for Your Content. You retain ownership rights that you may have in Your Content. We display, store and otherwise process Your Content solely at your direction. To the extent that we need a license to provide such display, storage and other processing services to you, you hereby grant to us, the Affiliated Entities and each of our and their respective service providers and designees a worldwide, non-exclusive, transferable, fully sublicenseable (through multiple tiers), royalty-free, fully paid-up, perpetual, irrevocable license, without additional consideration to you or any third party, to use, reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use and exploit Your Content, in any format or media now known or hereafter developed, for the sole purpose of providing the Services and related customer service to you and other users designated by you. You represent and warrant that you have all rights necessary for you to grant the license granted in this section and that Your Content and your provision of it to and through the Site comply with all applicable laws, rules and regulations and do not violate the rights of any person. You agree to cooperate with us, at our request, in responding to any claims relating to Your Content. We may disclose your account information and Your Content to any person as we reasonably believe necessary or appropriate: (i) if we are required to do so to comply with legal process or governmental request, (ii) to enforce this Agreement, (iii) to detect or prevent security, fraud or technical issues, (iv) to protect the rights, property and/or safety of us, our users, you or any other person, or (v) as permitted by law.
Solely you are responsible for determining and identifying which third parties shall have access (and what level of access) to Your Content. We are not responsible for any such third party's access of Your Content.
9. Submissions. The Site may make available certain functionality (such as Forums) through which you are able to post or send information and materials in connection with community-focused areas of the Site (each, a "Submission"). "Submissions" do not include Your Content. For purposes of clarity, you retain ownership rights that you may have in any Submission that you post, subject to the terms and conditions of this Agreement. We do not claim ownership over any of your Submissions; however, we need certain rights to your Submissions to be able to make them available through the Site. Accordingly, you hereby grant to the Company, the Affiliated Entities and each of their respective service providers and designees a worldwide, non-exclusive, transferable, fully sublicenseable (through multiple tiers), royalty-free, fully paid-up, perpetual, irrevocable license, without additional consideration to you or any third party, to use, reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes).
For each Submission, you represent and warrant that you have all rights necessary for you to grant the license granted in this section and that such Submission, and your provision of it to and through the Site, comply with all applicable laws, rules and regulations and do not violate the rights of any person. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. We request this license and waiver to help ensure that we have all the rights we may need to provide the Services available through the Site.
10. Monitoring. We may (but have no obligation to) monitor, evaluate, refuse to post, remove or alter Submissions before or after they appear on the Site. We may disclose any Submissions and the circumstances surrounding their transmission to anyone for any reason.
11. Your Suggestions. You grant to Company all right, title and interest to any suggestion, recommendation or other feedback that you provide to us. In the event this grant is not sufficient, you grant to Company a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into its products and/or services (including the Site) any of your suggestions, recommendations or other feedback.
12. Orders. All product and service features, including availability and price, are subject to change at any time without notice. We reserve the right, with or without prior notice, to limit the availability of or to discontinue any product or service; to impose conditions on any promotion; to bar any user from making any purchase; and/or to refuse to provide any user with any product or service.
You authorize Company to charge you for all products or services purchased by you through the Site, to the payment method you provide. "Charge" shall indicate either a charge or a debit, as applicable, against your payment method. If you request a purchase on a recurring basis, you agree that we may automatically charge the payment method you have provided at the regular intervals you have designated, unless and until you cancel by selecting the cancellation option on your company profile page. You represent that you have the legal right to use any payment method that you submit to us. There will be no refunds or credits for prior months of service, partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
All orders placed through the Site are subject to our acceptance. Your receipt of an order confirmation does not signify our acceptance of your order. We reserve the right at any time after receipt of your order to accept or decline your order for any or no reason and without liability to you or anyone else. If your method of payment has already been charged for an order that we later cancel, we will issue you a refund. Prices are in U.S. dollars and are subject to change. We may require verification of information prior to the acceptance and/or fulfillment of any order.
13. Our Proprietary Rights. We and/or our licensors and suppliers own the information and materials made available through the Site, excluding Your Content. Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Subject to your compliance with this Agreement, and solely for so long as you are permitted by us to access and use the Site, you may access, view and print a single copy of any content on the Site to which we provide you access hereunder, solely for your personal, internal business and non-commercial purposes, provided that you keep intact all copyright and other proprietary notices. Other than exercising rights you may have to documents provided to you by another user through the Services, or except as expressly authorized in advance by us in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on all or any part of the Site or any information or materials made available through the Site.
Our trade names, trademarks and service marks include, without limitation, Gust Equity Management and any associated logos. All trademarks and service marks on the Site not owned by us are the property of their respective owners. You may not use our trade names, trademarks or service marks in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any license or right to use any trade names, trademarks or service marks without the express prior written consent of the owner.
14. Links to or from Other Sites. The Site may provide links to or feeds from other websites and online resources. Except as otherwise expressly stated by us on the Site, we are not affiliated or associated with the operators of any third party websites or other resources that link to or are linked from the Site. The Released Parties do not endorse any such third party website or resource and expressly disclaim any responsibility for the accuracy, content or availability of information found on third party websites or resources that link to or are linked from the Site. YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES AND OTHER ONLINE RESOURCES, INCLUDING YOUR USE OF ANY CONTENT, INFORMATION, PRODUCTS, SERVICES OR OTHER MATERIALS AVAILABLE ON OR THROUGH SUCH WEBSITES AND RESOURCES IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH WEBSITES AND RESOURCES. We shall have the right, at any time and in our sole discretion, to block links to the Site through technological or other means without prior notice.
15. DISCLAIMERS; LIMITATION OF LIABILITY. THE SITE AND ANY CONTENT, GOODS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE ARE PROVIDED TO YOU "AS IS," WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND AND EACH OF THE RELEASED PARTIES DISCLAIMS ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE SITE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE.
NONE OF THE RELEASED PARTIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THE SITE AND ANY CONTENT, GOODS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE, UNDER ANY THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE (INCLUDING, WITHOUT LIMITATION, YOUR CONTENT) OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF THE RELEASED PARTIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES.
Applicable law may not allow for limitations on certain implied warranties or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.
While we try to maintain the security of the Site, we do not guarantee that it will be secure or that any use of the Site will be uninterrupted. Information on the Site may occasionally be inaccurate, incomplete or out of date. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any unauthorized third party alteration to the Site, contact us at equity@gust.com with a description of the material(s) at issue and the URL or location on the Site where such material(s) appear.
16. Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless the Released Parties from and against all claims, losses, costs and expenses (including attorneys' fees) relating to or arising, directly or indirectly, in whole or in part, out of (a) your use of, or activities in connection with, the Site or activities under your account; (b) any violation or alleged violation of this Agreement by you; (c) Your Content; or (d) your Submissions.
17. Termination. This Agreement is effective until terminated. We, in our sole discretion, may terminate your access to or use of the Site at any time and for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of your access to or use of the Site may be effected without prior notice, and that we may immediately deactivate or delete your password and user name, and all related information, files and shareholder credentials associated with it, and/or bar any further access to or use of such information, files or credentials. You agree that the Released Parties shall not be liable to you or any third party for any termination of your access to the Site or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Sections 1, 2, 5-17, 20 and 22 shall survive any expiration or termination of this Agreement.
18. Governing Law; Jurisdiction. This Agreement is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law. You agree to exclusive jurisdiction of the federal and state courts located in New York County, New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.
19. Information. If you have a question regarding the Site, please contact us at equity@gust.com.
20. Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two web sites GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). We do not endorse any of the products or services listed at such site.
21. Claims of 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. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details.
22. Export Control. You represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You may not export any Services or software available on or through the Site except as authorized by United States law.
23. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. The term "including" as used herein means "including without limitation." This, together with all policies referred to herein, is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in our discretion. Without limitation, you agree that a printed version of this Agreement and of any notice given hereunder in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for failures to fulfill any obligations due to causes beyond our control.
Site © 2016 Gust Equity Management, unless otherwise noted. All rights reserved.