Intelligent Investing Terms and Conditions (“Agreement”)
1.1 PLEASE READ THIS LEGALLY BINDING AGREEMENT CAREFULLY. IT IS RECOMMEND THAT YOU PRINT, STORE OR SAVE A COPY OF IT FOR YOUR RECORDS. It sets out the terms under which a company or an individual (the “Customer” or “you”) and its Users (as defined below) are allowed to use one of the following:
(a) the intelligent investing website and the content available on or through the intelligent investing website;
(b) the intelligent investing premium member content and the premium content available on or through the intelligent investing emails;
(h) a combination of any of the above, all of which are subscription services; or
(i) the Intelligent Investing website and the content available on or through the Intelligent Investing website. You do not need a subscription to view Intelligent Investing, however you will be required to register to use the premium membership content, and in each case, the website being the “Service”, and the content available on or through the Service being the “Content”, irrespective of the device used to access it.
The Customer’s full-time employees and the full-time employees of the Customer’s wholly-owned subsidiaries (each, a “Subsidiary”);
1.2 Each time you access any of the Services you are confirming your agreement to this Agreement. This Agreement governs Customer’s and its Users’ access to and use of the Services and Content. If you are accepting on behalf of your employer or another entity you warrant and represent that: (i) you have full legal authority to bind your employer or the applicable entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of the party that you represent to this Agreement.
1.3 If you do not agree with the terms and conditions you should not use the Intelligent Investing Premium Membership Services or any Content and if you have a subscription to the Services you should cancel any subscription within 7 days. Refunds for any pre-paid fees will not be provided.
1.4 This version of the Agreement was first published on August 5, 2014 and constitutes the entire agreement between Intelligent Investing and Customer as to the subject matter hereof and supersedes all previous agreements, communications, representations and arrangements unless expressly agreed to otherwise by the parties in writing. Intelligent Investing may change the terms of the Agreement from time to time and will publish details of the changes in Section 10 below. Customer should regularly check Section 10 to see if any changes have been made. If Customer is not a subscriber to the Services, any changes will become effective as soon as Intelligent Investing notifies Customer of them. If Customer is a subscriber to the Premium Services, any revised terms of the Agreement shall only apply to Customer with effect from the renewal of its then current subscription. If Customer does not agree with any of the changes then it may cancel its subscription at any time. Refunds for any pre-paid license fees will not be provided.
2 Proprietary Rights and Permitted Use.
2.1 Intelligent Investing owns all intellectual property rights (including copyright and database rights) in the Services and the Content. Intelligent Investing has made a substantial investment in obtaining, verifying and presenting the Content and this Agreement prevents the extraction or re-utilization of the Content.
2.2 Only registered membership paying Users will be permitted to view any Premium Membership Content.
2.3 Customer’s usage rights are limited as follows. Users may on a non-exclusive basis use the Content for research and current awareness purposes in the normal course of business which includes:
(a) Retrieving and viewing Content on any compatible device;
(b) Making and storing electronic copies or print copies of the Content (for the avoidance of doubt, this right is limited to Users and shall not entitle Users or Customer to develop an archive of the Content); and
(c) Emailing individual articles taken from the Website to individuals on an occasional and non-systematic basis; provided that Customer ensures that (a) its clients or other professional persons to whom the articles are being sent are made aware that the articles may not be redistributed or sublicensed and (b) such articles (or portions of articles) are attributed to Intelligent Investing.
2.4 Customer shall not (and shall not permit any third party or User to):
(a) Except as expressly permitted above, copy, cut and paste, reproduce, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, aggregate, publicly display, redistribute, syndicate, share, license, sub-license, publish, sell or in any way commercially exploit any of the Intelligent Investing Content. In particular Customer and Users shall not forward any Content to any individual or other third party by email or otherwise (except as permitted above via the “Forward to a Friend” function) and nor shall Customer or Users publish any Content on a website, intranet, extranet, email service or in any other electronic or hard copy product or service ; or
(b) Share usernames and/or passwords among Users or any third party; or
(c) Remove the copyright or trademark notices from the Service or any copies of Content permitted to be made as above; or
(d) Frame, harvest or scrape the Content or otherwise access the Content for similar purposes; or
(e) Use the Service or Content for any unlawful purpose.
2.6 Intelligent Investing reserves the right to monitor use of any Service.
2.7 PLEASE NOTE THAT IN ADDITION AND WITHOUT PREJUDICE TO INTELLIGENT INVESTING’S RIGHTS AT LAW TO RESTRICT THE TYPES OF USE REFERRED TO ABOVE, THESE RESTRICTIONS ARE ALSO CONTRACTUAL IN NATURE AND BIND ALL USERS OF ANY SERVICE AND/OR CONTENT. ALL RIGHTS RESERVED BY INTELLIGENT INVESTING UNDER THIS AGREEMENT ARE WITHOUT PREJUDICE TO ALL OF INTELLIGENT INVESTING’S OTHER RIGHTS, WHETHER UNDER THIS AGREEMENT, AT LAW (INCLUDING APPLICABLE COPYRIGHT LEGISLATION), EQUITY OR OTHERWISE.
3.2 On registration, Users must provide Intelligent Investing with accurate, complete registration information and Intelligent Investing is entitled to rely on any information Users provide to it. Intelligent Investing shall provide the Users with access to the Service through the email domains agreed to by the Customer and Intelligent Investing within 24 hours of receipt. It is the responsibility of Customer and each User to update and maintain changes to the registration information by contacting Intelligent Investing. Each premium membership registration is for a single User only. On registration, each User will be sent a password (“ID”). Intelligent Investing does not permit any other person sharing an ID or access through a single ID being made available to multiple Users on a network or within an organization. A separate registration is required for each User within an organization. Intelligent Investing may cancel or suspend access to the Content if Customer or any User does this without further obligation to Customer or the Users.
3.3 Customer is responsible for all use of the Premium Membership Services made by the Users and for preventing unauthorized use of an ID. If a User wishes to change password, or if Customer believes there has been any breach of security such as the disclosure, theft or unauthorized use of an ID, Customer must notify Intelligent Investing immediately by e-mailing to intelligent_investing AT yahoo DOT com.
4 Intelligent Investing’s Responsibilities to Customer.
4.1 A summary of what this section means: this section is important and you should read it carefully. It makes clear to what extent, if any, Intelligent Investing accepts responsibility (liability) to Customer for Customer’s use and for the Users’ use of the Services or the Content or in respect of any third party products or services referred or linked to in the Services. Unless Customer has a paid-for Subscription, Intelligent Investing accepts no financial responsibility to Customer arising from use of any Service or the Content. If Customer has a paid-for Subscription, Intelligent Investing limits its financial responsibility to Customer arising from use of any Service or the Content to the price paid for the Subscription. In no circumstances does Intelligent Investing accept responsibility for use of Third Party Sites or third party products or services.
4.2 Limitations of Content: The Content is only for general information and use and is not intended to address particular requirements. In particular, the Content, including any content provided by third parties and published through a Service or the UGC, does not constitute any form of advice, recommendation, representation, endorsement or arrangement by Intelligent Investing and is not intended to be and should not be relied upon by users in making (or refraining from making) any specific business, investment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any agreements, transactions or other arrangements made between Customer and any third party named on (or linked to from) a Service are at Customer’s sole risk and responsibility. Intelligent Investing is not responsible for any use of the Services or Content outside its scope as stated in this Agreement.
4.3 What we promise: INTELLIGENT INVESTING WILL TRY TO DEVELOP AND OPERATE THE SERVICES WITH REASONABLE SKILL AND CARE AND WILL USE REASONABLE EFFORTS TO PROMPTLY REMEDY ANY FAULTS OF WHICH IT IS AWARE. THIS IS THE ONLY PROMISE INTELLIGENT INVESTING MAKES IN RELATION TO THE PROVISION OF THE SERVICES AND THE CONTENT.
4.4 What we do not promise: INTELLIGENT INVESTING’S SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THIS MEANS THAT INTELLIGENT INVESTING DOES NOT MAKE ANY PROMISES IN RESPECT OF THE SERVICES AND THE CONTENT OR THE SERVICES AND FUNCTIONS AVAILABLE ON OR THROUGH ITS WEBSITE OR OF THE QUALITY, COMPLETENESS OR ACCURACY OF THE INFORMATION PUBLISHED OR LINKED TO FROM THE SERVICES. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, INTELLIGENT INVESTING DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND DUTIES (EXCEPT ANY DUTIES OF GOOD FAITH) OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. INTELLIGENT INVESTING ALSO DOES NOT MAKE ANY PROMISES AS TO THE TIMELINESS, SECURITY, PERFORMANCE OR AVAILABILITY OF THE SERVICES AND DOES NOT PROVIDE ANY WARRANTY OR REPRESENTATION THAT THE SERVICES OR THE CONTENT IS FREE FROM INFECTION FROM VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
4.5 Our financial responsibility to Customer: CUSTOMER AGREES THAT IF INTELLIGENT INVESTING IS IN BREACH OF THIS AGREEMENT, INTELLIGENT INVESTING WILL ONLY BE RESPONSIBLE (LIABLE) TO CUSTOMER FOR ANY DAMAGES INCURRED ARISING OUT OF CUSTOMER’S USE OF ANY SERVICE OR THE CONTENT (TO THE EXTENT THAT INTELLIGENT INVESTING’S LIABILITY IS NOT OTHERWISE EXCLUDED BY THIS SECTION 4) AS FOLLOWS:
(a) IF CUSTOMER INCURS ANY LOSS AS A RESULT OF USING ANY SERVICE OR ANY CONTENT OUTSIDE THE SCOPE OF THIS AGREEMENT, INTELLIGENT INVESTING ACCEPTS NO RESPONSIBILITY (LIABILITY) TO CUSTOMER FOR SUCH LOSS.
(b) IF CUSTOMER HAS PAID FOR A SUBSCRIPTION, THEN INTELLIGENT INVESTING ACCEPTS RESPONSIBILITY (LIABILITY) TO CUSTOMER FOR ANY DIRECT DAMAGES ACTUALLY INCURRED ARISING OUT OF USE OF THE RELEVANT SERVICE OR THE CONTENT IN ACCORDANCE WITH THIS AGREEMENT, SUBJECT TO A LIMIT EQUAL TO THE PRICE PAID BY CUSTOMER TO INTELLIGENT INVESTING FOR THE MONTHLY SUBSCRIPTION DURING THE YEAR IN WHICH THE DAMAGE HAS BEEN INCURRED. CUSTOMER MAY AT ITS OPTION RECEIVE A RENEWAL TO THE SUBSCRIPTION FREE-OF-CHARGE AT THE POINT OF RENEWAL, IN PLACE OF MONETARY DAMAGES.
(c) IF CUSTOMER HAS NOT PAID FOR A SUBSCRIPTION, THEN INTELLIGENT INVESTING ACCEPTS NO RESPONSIBILITY (LIABILITY) TO CUSTOMER FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF USE OF ANY SERVICE OR ANY CONTENT.
(d) INTELLIGENT INVESTING SHALL NOT HAVE ANY RESPONSIBILITY (LIABILITY) TO THE CUSTOMER FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER; OR (B) ANY LOSS OF PROFITS, LOSS OF REVENUE, ANTICIPATED SAVINGS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE OR ACTUALLY FORESEEN.
4.6 THE LIMITATIONS OF LIABILITY IN THIS SECTION 4 APPLY FOR THE BENEFIT OF INTELLIGENT INVESTING, ITS AFFILIATES AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS.
4.7 TO THE FULL EXTENT PERMITTED BY LAW CUSTOMER ACKNOWLEDGES AND AGREES THAT INTELLIGENT INVESTING’S THIRD PARTY CONTENT AND DATA SUPPLIERS HAVE NO LIABILITY WHATSOEVER TO CUSTOMER IN RESPECT OF ANY OF THEIR DATA SUPPLIED TO CUSTOMER AS PART OF THE CONTENT. CUSTOMER ALSO AGREES TO WAIVE, TO THE FULL EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO BRING LEGAL CLAIMS AGAINST SUCH THIRD PARTIES ARISING FROM USE OF THEIR CONTENT IN ANY SERVICE.
4.8 Notwithstanding anything else in this Section 4, Intelligent Investing’s liability will not be limited in the case of death or personal injury directly caused by Intelligent Investing’s negligence in those countries where it is unlawful for Intelligent Investing to seek to exclude such liability.
4.9 The above disclaimers and restrictions on liability apply equally to use of the Services and all Content.
4.10 Without limiting the above, Intelligent Investing is not liable for matters beyond its reasonable control. Intelligent Investing does not control postal or courier services, telephones, third party communications networks (including Internet Service Providers), the Internet, acts of God or the acts of third parties. Customer is responsible at its cost for obtaining all hardware and communications services needed to access the Services.
5 Third Party Sites and Services.
5.2 Copyright in any software that is made available for download from the Services belongs to Intelligent Investing or its suppliers. Customer’s use of the software is governed by the terms of any license agreement that may accompany or be included with the software. Intelligent Investing is not responsible for any technical or other issues that may arise if Customer downloads third party software. Customer should not install or use any software unless it agrees to such license agreement.
5.3 The Content and Services may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Services complies with international and national law. Intelligent Investing will not be responsible for any error or inaccuracy in advertising or sponsorship material.
6 Subscription Fees, Payment and Cancellations.
6.1 If you purchase a subscription to use the Premium Membership Services, Customer must provide Intelligent Investing with complete and accurate payment information, through PayPal. An invoice (which shall be paid in accordance with its credit terms) will be generated at the point of sale, through PayPal. If Intelligent Investing does not receive timely payment or payment authorization or any payment authorization is subsequently cancelled by Customer, or refused, suspended or put on hold, by any means it may immediately terminate or suspend access to the Services without issuing any refunds.
6.2 The subscription price is the price quoted to Customer by Intelligent Investing’s website, email or other written correspondence. The subscription price does not include taxes. When required by law, applicable taxes are the responsibility of Customer. Intelligent Investing subscriptions automatically renews at the end of the subscription period unless expressly unsubscribed. If a Customer renews its subscription, the subscription will renew upon the same terms and conditions as this Agreement.
6.3 Customer shall have the right to cancel the subscription at any time without giving notice to Intelligent Investing. In the event of such termination, Intelligent Investing will immediately terminate or suspend access to the Services without issuing any refunds. PayPal-linked Unsubscribe buttons are available on Intelligent Investing’s website, which Customer shall use to cancel.
6.4 Intelligent Investing reserves the right to suspend or terminate the subscription or a User account if Customer or a User breach the terms of the Agreement, with or without notice, and without further obligation to Customer. Customer shall no longer be entitled to use the Services when its subscription is terminated or suspended or when it expires.
6.5. If Customer acquires an entity which has an existing agreement with Intelligent Investing (“Acquired Company License”), the fee payable under the Acquired Company License will be added to the Subscription fee payable under this Agreement. In the event Customer acquires an entity that does not have an existing agreement with Intelligent Investing, Intelligent Investing reserves the right to revise the fee payable under this Agreement before granting access to the Users from the acquired company.
6.6 Customer shall keep (credit card) payment information at PayPal accurate and up-to-date to allow for on-time processing of payments on the due date. Failure to do so by Customer will result in termination of all Services or when it expires five working days after first notice to Customer by Intelligent Investing’s email. However, payments will continue to be accrued indefinitely and a late-payment fee and processing fee will be added to the next monthly invoice. After 3 failed attempts to collect payments, a collection agency will be hired by Intelligent Investing to collect the outstanding payments due from Customer. Customer will be responsible for all the associated and additional costs.
6.7 Customer shall have a valid and working email address associated with the PayPal account used to sign up for Intelligent Investing’s Premium Membership services. Failure to have a valid and working email address to which Intelligent Investing sends its updates and all other communications will result in not receiving any of these. However, Premium Membership Services’ charges will continue until canceled because it is the Customer’s responsibility to ensure their PayPal-associated email address is valid, and working.
7 User Generated Content
7.1 Some Services may include discussion Comments and blogs that allow interaction between users and between users and journalists (we call these “Comments”). We call the information posted to these Comments or blogs by users “User Generated Content” or “UGC”.
7.2 If you wish to view or participate in a Comment then you must comply with any specific rules posted on the Comment. You will retain ownership of the copyright in any of your UGC that you or we publish on the Service so you are free to re-use it as you wish. You agree that if you post UGC to a Comment then you are granting Intelligent Investing a right (but not an obligation) unlimited in time to publish, re-use, archive, modify, delete or commercially exploit that UGC in whole or in part as we see fit, whether on the Services or otherwise, without any requirement to pay you for this and with or without attribution to you. This means that you grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free licence to use any UGC you publish in whole or in part in any manner and for any purpose whatsoever and without further obligation to you. You also waive any moral rights that you may have in regard to the UGC.
7.3 You are responsible for all the content of any of your UGC that you or we publish. You are financially responsible to us for any claim against us by any third party that your UGC is not in accordance with Section 7.4 below or that otherwise relates to your UGC.
7.4 You agree that you will:
only publish UGC that is your original content and will not infringe the copyright or other rights of any third party when publishing UGC.
not post, link to or otherwise publish any UGC containing any form of advertising or promotion for goods and services or any spam or other form of unsolicited communication.
not post, link to or otherwise publish any UGC with recommendations to buy or not buy a particular share or other investment or which contain confidential information of another party or which otherwise have the purpose of affecting the price or value of any share or other investment.
not post, link to or otherwise publish any UGC that is threatening, abusive, libelous, indecent or otherwise unlawful.
not disguise the origin of any UGC and not impersonate any person or entity (including Intelligent Investing employees or Comment guests or hosts) or misrepresent any connection with any person or entity.
not post or otherwise publish any UGC unrelated to the Comment or the Comment’s topic.
not post or transmit any UGC that contains software viruses, files or code designed to interrupt, destroy or limit the functionality of the Services or any computer software or equipment.
not collect or store other users’ personal data.
not restrict or inhibit any other user from using the Comments.
7.5 The Comments contain UGC submitted by users over whom Intelligent Investing has no control so we cannot therefore guarantee the accuracy, integrity or quality of any UGC. Some users may not behave properly and may post UGC that is misleading, untrue or offensive.
7.6 It is not possible for Intelligent Investing to fully monitor all UGC published on the Services but where we have actually received notice of any UGC that is potentially misleading, untrue, offensive, unlawful, infringes third party rights or is potentially in breach of these terms and conditions, then we will review that UGC, decide whether to remove it from the Services and act accordingly. If you believe that any UGC published on the Services infringes any legal rights that you may have or is not allowed under these terms and conditions, please notify Intelligent Investing immediately with specific details by contacting I.I. at soulsurferusa AT yahoo DOT com.
8 Choice of Law and Jurisdiction.
8.1 If the Customer is organized in the United States, this Agreement shall be governed by, and construed in accordance with, the laws of the State of California, United States of America, without regard to any conflict or choice of law principles and Customer and Intelligent Investing irrevocably agree that the appropriate federal or state court in California shall (subject to Section 8.3 below) have the exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with this Agreement.
8.2 If the Customer is organized outside of the United States, this Agreement shall be governed by, and construed in accordance with, English law and to the extent possible in the applicable jurisdiction, Customer and Intelligent Investing irrevocably agree that the courts of England shall (subject to Section 8.3 below) have the exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with this Agreement.
8.3 For the exclusive benefit of Intelligent Investing and to the extent possible in the applicable jurisdiction, Intelligent Investing shall retain the right to bring or enforce proceedings as to the substance of the matter in the courts of the country of the place of business in which the Customer agreed to this Agreement or (if different) the country of the principal place of business of the Customer.
8.4 No term of this Agreement shall be enforceable by any third party (including any User).
9.1 This Agreement does not confer any exclusive rights on the Customer. No provision of this Agreement may be amended, modified, discharged or terminated other than by the express mutual written agreement of the Customer and Intelligent Investing.
9.2 Customer may not assign, sub-license or otherwise transfer any of its rights under this Agreement.
9.3 If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
9.4 Failure by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy. Headings in these terms and conditions are for convenience only and will have no legal meaning or effect.
9.5 Nothing in this Agreement will be deemed to create a partnership, agency, or joint venture between the parties.
10 Changes to Agreement.
This version of the Agreement was published on October 19, 2015.