Smart Analyst

Definitions

The following definitions are used in these terms of use:

• "Extranet" means this extranet being operated under the control, operation, security and management of SMARTANALYST, that requires users to access such extranet and the Service via a unique user identification and password and requires each user to individually accept these Terms of Use before accessing the Service;
• "Licensed Information" means all information, in whatever form, contained in the Service;
• "Authorized personÓ means, in the case of a username that is provided to a corporation or other entity, any officer or agent who is authorized to act on behalf of the corporation or entity.
• "Registered MembersÓ means any User who has registered with SMARTANALYST. Currently, this includes those Users described as an Administrators, Users within SMARTANALYST membership registration process and other titles which may be added at a future date.
• ÒSiteÓ means the smartanalyst.com web site.
• ÒUserÓ, ÒyouÓ or ÒyourÓ means any person accessing, browsing, utilizing, or participating in the use, of the Site either manually or via an automated device or program.
• ÒUser CodesÓ means collectively the usernames and passwords designated for your use on our Site.

License to use the Site

SMARTANALYST hereby grants you a non-exclusive, non-transferable license for the term here of to access and download, display, and print one copy of the content and functionality displayed on the Site (the "Site Content") on any single computer solely for your internal, business use, provided that you do not modify the Site Content in any way and that you retain all copyright and other proprietary notices displayed on the Site Content. You may not otherwise reproduce, modify, distribute, transmit, post, or disclose the Site Content without SMARTANALYST prior written consent.

Except as noted otherwise, all extranet contents are proprietary and confidential information of SMARTANALYST, and SMARTANALYST reserves all rights. The Restricted Site may be viewed and used solely by the intended individual recipient that has been granted a password for the Site. Except for such limited use, no part of the materials on this Site, including but not limited to the text, graphics and HTML code, may be reproduced, transmitted, downloaded, uploaded or republished in any form by any means without SMARTANALYST advance written permission. No implicit license is granted hereby.

SMARTANALYST agrees to furnish to a User access to SMARTANALYST Site pursuant to a non-exclusive, non-transferable, revocable license. The mode of delivery may change from time to time. SMARTANALYST reserves the right, at its sole discretion, to limit or terminate your access to the Site and to accept, reject or check any request from any User. Information input by the User will be deemed transmitted when received by SMARTANALYST.

No Warranties and Limitation of Liability

ACCESS TO THE SITE, AND ALL INFORMATION AND CONTENT, IS PROVIDED ÒAS IS.Ó SMARTANALYST MAKES NO WARRANTIES (EXPRESS OR IMPLIED), REPRESENTATIONS, OR GUARANTEES AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRIGEMENT OR OTHERWISE WITH RESPECT TO THE SITE, ITS CONTENT, ANY DOCUMENTATION OR ANY HARDWARE OR SOFTWARE PROVIDED BY SMARTANALYST TECHNICAL DIFFICULTIES COULD BE ENCOUNTERED IN OPERATION, FUNCTIONALITY, AVAILABILITY, OR CONNECTION WITH THE SITE. THESE DIFFICULTIES COULD INVOLVE, AMONG OTHERS, THE COMPLETE DISCLOSURE OF ANY AND ALL INFORMATION PROVIDED BY YOU TO US TO THE PUBLIC, FAILURES, DELAYS, MALFUNCTIONS, SOFTWARE EROSION OR HARDWARE DAMAGE. THESE DIFFICULTIES COULD BE THE RESULT OF HARDWARE, SOFTWARE OR COMMUNICATION LINK INADEQUACIES OR OTHER CAUSES. SUCH DIFFICULTIES COULD LEAD TO POSSIBLE ECONOMIC AND/OR DATA LOSS. IN NO EVENT WILL SMARTANALYST, ITS AFFILIATES, ITS VENDORS OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY POSSIBLE LOSS, COST OR DAMAGE INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES WHICH MIGHT OCCUR AS A RESULT OF OR ARISING OUT OF USING, ACCESSING, INSTALLING, MAINTAINING, MODIFYING, DEACTIVATING OR ATTEMPTING TO ACCESS THE SITE OR OTHERWISE. FURTHER, THERE WILL NO LIABILITY TO YOU WITH RESPECT TO THE SERVICES, CONTENT, SITE OR ANY SOFTWARE UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION LIABILITY (I) FOR ANY DELAY OR FAILURE TO COMPLETE A REQUEST, ORDER, OR TRADE, OR (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, OR (III) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSSES, LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION, COST OF COVER, OR OTHER INDIRECT LOSS OR DAMAGE, EVEN IF SMARTANALYST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

No Guarantee of Uninterrupted Service

We cannot guarantee the privacy or transmission speed of any request or order. We cannot guarantee that our online services will be operated without interruption or error free or that we will actually receive information you transmit to us. Therefore, you agree that your use of our services is Òas isÓ and at your own risk, and that you will not hold us responsible for any information, communication, request or order that is delayed or lost while in transit to us or whose security is compromised.

If you experience difficulties placing a request, order, and trade or sending information, you should promptly Contact Us.

Indemnity

You agree to indemnify, hold harmless, and defend at you own cost SMARTANALYST and its officers, directors, employees, agents, successors, and assigns from and against any liability, claim, loss or damage (including attorney's fees and other expenses) arising out of, or in connection with, any inaccuracy of a representation or breach of a warranty or covenant made by you herein.

No Representations

The Site is designed for individuals and institutions. Notwithstanding the foregoing, SMARTANALYST makes no representation or warranty with respect to the authentication, eligibility or qualification of any User (including Registered Members) or Marketing Partners (if any).

Consent

I hereby acknowledge that I have carefully read and reviewed all of the terms and conditions above and I and any person authorized to act on behalf of the User hereby understand and consent to all of these terms and conditions.

Disputes & Notice

These terms and conditions shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be fully performed in such State without reference to principles of conflict of laws. Each party hereto submits to the jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York for the enforcement of these terms and conditions and agrees to service of process by mail.

Notices for service of process for SMARTANALYST should be sent to:
General Counsel SMARTANALYST, Inc
545 Eighth Avenue, 9SW
New York, NY 10018 18

If you have any questions about SMARTANALYST, Inc Privacy Statement and Terms of Use policy, you should contact privacy@smartanalyst.com.