2. User Representations and Obligations
3. Confidential Information
Surepoint Equity’s Confidential Information:
In connection with your interaction with Surepoint Equity, you may receive certain Confidential Information concerning Surepoint Equity and its business, and you hereby agree to hold and keep confidential all Confidential Information concerning Surepoint Equity that is furnished to you or to any of your agents, affiliates, attorneys, associates, clients, consultants, employees, partners, related parties or representatives (each, a “Representative”) except to the extent otherwise authorized here. “Confidential Information” means any and all non-public technical and non-technical information disclosed by Surepoint Equity to you, which information would appear to a reasonable person to be confidential or proprietary, including, without limitation: the business relationships and affairs of Surepoint Equity and its affiliates, customer lists (including, without limitation, existing or potential borrowers, business partners, brokers, investors and sources thereof), trade secrets, proprietary and confidential ideas, techniques, works of authorship, models, inventions, know-how, processes, apparatuses, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of Surepoint Equity, such as information concerning research, experimental work, development, design details and specifications, financial information, procurement requirements, purchasing requirements, customer lists, investor lists, employee lists, business and contractual relationships, business forecasts, sales and merchandising plans, and marketing plans.
For purposes hereof, the term “Confidential Information” shall be deemed not to include information that (i) is or becomes generally available to the public other than as a result of disclosure by you or your Representative in violation of this Agreement, (ii) was within your possession prior to it being furnished to you by Surepoint Equity pursuant hereto, (iii) was developed by you independently of and without reference to any Confidential Information provided to you or any of your Representatives by Surepoint Equity, or (iv) that is required to be disclosed by a court order or applicable law; provided, that in the event you or your Representatives are required by law or the direction of any court or governmental authority to disclose any information that would otherwise be considered Confidential Information under this Agreement, if permitted by applicable law, you shall promptly notify Surepoint Equity in writing of such information consistent with applicable law. If, upon disclosure by Surepoint Equity of any Confidential Information, you believe that such Confidential Information was in your possession free of any obligation of confidence at the time it was disclosed to you by Surepoint Equity or its affiliates, you shall notify Surepoint Equity in writing of such possession within three (3) business days of receipt of such Confidential Information. Failure by you to timely notify Surepoint Equity shall constitute prima facie evidence that such Confidential Information was not in your possession prior to its disclosure by Surepoint Equity.
Your Confidential Information:
4. General Restrictions On Use & Termination
Except as expressly authorized by this Agreement, you may not use, reproduce, distribute, modify, transmit or publicly display any portion of the Site, or any of the content displayed on the Site. You may not create derivative works based on any portion of the Site or any of the content posted to the Site without our express written consent. Without limiting the generality of these Terms, you specifically agree not to use any portion of the Site, or our Service, in connection with any of the following, each as determined in our sole discretion:
- Any illegal or unauthorized use;
- Commercial use;
- Defaming, abusing, “stalking” , harassing, or threatening any other person;
- Infringing any patent, trademark, trade secret, service mark, copyright, privacy right, publicity right, or any other right of another person or entity;
- Restricting or inhibiting any other user from accessing or using the Site, including, but not limited to, by means of “hacking” or defacing any portion of the Site;
- Distributing computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- Interfering with, disrupting, or destroying the functionality or use of any features or portions of the Site or the servers or networks connected thereto;
- Taking any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- Using any robot, “bot” spider, scraper, web crawler, data mining process, technique, or means, or implementing any other automatic or manual processes to access, copy, compile, or decompile any portion of the Site or Content;
- Decompiling, reverse engineering, disassembling or otherwise attempting to derive source code from Surepoint Equity or the Site;
- Removing, circumventing, disabling, damaging or otherwise interfering with security-related features, or features that enforce limitations on use of the Site;
- Removing any copyright, trademark, or other proprietary rights notices contained in or displayed on any portion of the Site;
- Modifying, copying, publishing, licensing, selling, renting, leasing, lending, transferring or otherwise commercializing any rights to the content posted on the Site or any portions thereof; and/or
- Violating any other term or condition governing your use of the Site or any applicable federal, state, or local law or regulation.
If you fail to comply with these Terms, we may at any time in our sole discretion and without prior notice to you (i) suspend or terminate your access to and use of the Site, and our Service; (ii) deny your access to and use of the Site, in whole or in part, and/or revoke any or all of your other rights granted under this Agreement; or (iii) take any other action available at law or equity. Any termination of this Agreement shall not affect the respective rights and obligations of the parties arising before the date of termination.
5. Intellectual Property Rights
The Surepoint Equity Site and the content contained therein may be protected by copyright, trademark, patent and/or other intellectual property laws. Unless otherwise agreed in writing by us, all text, photographs, videos, and other content appearing on the Surepoint Equity Site, including but not limited to visual interfaces, data, interactive features, graphics, design, compilation, computer code, software, comments, reports and other usage-related data, your account, and all other elements and components of the Surepoint Equity Site are owned by us or our licensors (collectively “Our Content”). Except as expressly permitted by us, You SHALL NOT copy, license, display, distribute, modify, translate, reformat, incorporate into any advertisement, create derivative works based on, publish, or sell any content on the Surepoint Equity Site or any information, software, or services provided by us. Our Content may be modified from time to time by us in our sole discretion. Your use of the Surepoint Equity Site does not grant you any right, title, interest or license to any such intellectual property appearing on Surepoint Equity Site. Any unauthorized use of the content of the Surepoint Equity Site may subject you to civil or criminal penalties.
Except as expressly set forth herein, no license is granted to You for any other purpose other than for personal and non-commercial use, and any other use of Our Content by You shall constitute a material breach of this Agreement. Nothing in this Agreement shall affect any of our rights or the rights of our licensors in the Surepoint Equity Site and any associated IP Rights.
6. Liability Limitations
THIS SITE IS PROVIDED “AS IS” FOR YOUR INFORMATIONAL USE. IN NO EVENT WILL SUREPOINT EQUITY OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF SUREPOINT EQUITY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF SUREPOINT EQUITY OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD SUREPOINT EQUITY, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, SHAREHOLDERS, EMPLOYEES AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE OR THE SITE. YOU FURTHER AGREE THAT YOU WILL COOPERATE FULLY IN THE DEFENSE OF ANY SUCH CLAIMS. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT IN ANY EVENT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR WRITTEN CONSENT.
7. Disclaimer of Warranty
THE SITE AND SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. SUREPOINT EQUITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO PERSON OR ENTITY IS PERMITTED TO RELY UPON OR USE THIS INFORMATION FOR ANY PURPOSE OTHER THAN INFORMATIONAL PURPOSES. NEITHER SUREPOINT EQUITY AND ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES OR REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OF ANY INFORMATION PROVIDED BY THIRD PARTIES (“THIRD PARTY CONTENT, NONE OF WHICH IS GUARANTEED BY ANY OF SUREPOINT EQUITY, ITS AFFILIATES OR THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES OR REPRESENTATIVES TO BE ACCURATE OR COMPLETE IN ANY RESPECT.
THE SITE AND THE SERVICE OPERATE OVER THE INTERNET AND LIKE ANY SITE MAY BE
TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. WE MAKE NO GUARANTEE OF AVAILABILITY, ACCURACY, OR TAT THE SITE IS ERROR OR VIRUS FREE. ALTHOUGH WE TAKE REASONABLE STEPS TO PROVIDE YOU WITH QUALITY CONTENT, WE ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING ANY LOSS OR DAMAGE TO ANY USER RESULTING FROM ANYONE’S USE OF THE SITE OR THE SERVICE OR ANY THIRD PARTY CONTENT POSTED ON OR THROUGH THE SITE OR THE SERVICE OR TRANSMITTED TO USERS, OR ANY INTERACTIONS BETWEEN USERS OF THE SITE, WHETHER ONLINE OR OFFLINE. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT CONTAINED IN THE SITE AND ANY SERVICES OFFERED THROUGH THE SITE, OR OTHERWISE, AT ANY TIME WITHOUT NOTICE.
8. Governing Law
9. Linked Sites
REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF OR ANY AFFILIATION THEREWITH BY SUREPOINT EQUITY.
If any of the provisions, or portions thereof, of this Agreement are found to be invalid under applicable law, then it shall be severed from the Terms and the remainder of the Agreement shall be in full force and effect to the fullest extent possible. You may not transfer or assign your rights and obligations under this Agreement without our prior, written consent; however, we may assign this Agreement without restriction. Any waiver of any provision of this Agreement, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right. No waiver shall be enforceable against us unless such waiver is in writing signed by us. This Agreement forms the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements pertaining hereto. This Agreement may only be amended by Surepoint Equity in writing and will be effective immediately upon posting the revised version to the Site. Your use of the Site and Service shall be subject to the current version of this Agreement at your time of use of the Site as provided herein.
REVISION DATE: October 10, 2016
Surepoint Equity Folder – terms and conditions – website