These terms and conditions of use (the “Terms of Use”) of The Basis Point Inc. (“The Basis Point,” “The Basis Point Inc.,” “thebasispoint.com,” “we,” or “us”) apply to the website located at http://www.thebasispoint.com and all associated sites linked to thebasispoint.com website by The Basis Point, its subsidiaries and affiliates (collectively, the “Site”). The Site is available to you, a user (“you”) for your individual usage, subject to compliance with the terms and conditions set forth herein. The site is the property of The Basis Point and its licensors. By using the Site, you agree to be bound by the Terms of Use, legal notices, privacy policy, and all disclaimers and terms and conditions that appear elsewhere on the Site. Your use of any information or services provided by the Site is conditioned upon your prior acceptance of the terms of service, including, without limitation, the usage rules set forth therein. If you do not agree to the Terms of Use, we do not consent to provide you with access to the Site, and you should cease your use of it.
The Terms of Use were last revised: October 29, 2008. We reserve the right, at any time, to change the terms and conditions of the Terms of Use Agreement, change or modify the Site, at any time, without notice, including eliminating or discontinuing any content or feature of the Site. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the site following the posting of changes will mean that you accept and agree to the changes.
As long as you comply with these Terms of Use, The Basis Point grants you a personal, non-exclusive, non-transferable, limited license to enter and use the Site. Except as expressly authorized or licensed, you may not copy, modify, remove, add to, publish, transmit, link to graphics, use for display or performance, participate in the transfer, sale, lease, or rental of, create derivative works from, or in any way exploit any of the Content (defined below), in whole or in part.
DEFINITION OF CONTENT AND TRANSMISSION
The term “Content” means all data, text, information, images, photographs, charts, illustrations, user interfaces, visual interfaces, artwork, music, sound, photographs, graphics, video, messages, computer code and software, including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the foregoing, and is protected by copyright, trademark, trade-dress, patent or other proprietary rights or licenses. All Content is copyrighted as a collective work under the U.S. and international copyright laws, and The Basis Point owns, to the fullest extent allowed by such law, the copyright in the selection, arrangement, coordination, and enhancement of the Content.
The terms “Transmit,” “Transmission,” or “Transmitted” mean when you upload, post, e-mail, transmit or otherwise make available (directly or indirectly, by act or omission) or communicate any Content or other information or material to the Site.
NO RECOMMENDATIONS, NO PROFESSIONAL ADVICE
The Site is not intended to provide financial, legal or tax advice, and no content transmitted onto or via the Site should be construed as an offer to sell nor a solicitation of an offer to buy any security, portfolio of securities, property, loan product, rate, transaction, investment strategy, or any other financial or legal product or service by The Basis Point or any third party or any affiliate. You alone are solely responsible for determining whether any financial, legal or tax product, service or advice is appropriate or suitable for you based on your own objectives and personal financial situation. Also, no content transmitted to or via the Site constitutes a recommendation that any particular security, portfolio of securities, property, loan product, rate, transaction, investment strategy, or any other financial or legal product or service is suitable for any specific person.
You understand and agree that no Site Content, nor contributors, nor entities they are affiliated with, are advising you personally concerning the nature, potential, value or suitability of any particular security, portfolio of securities, property, loan product, rate, transaction, investment strategy, or any other financial or legal product or service. To the extent any of the Content transmitted to or via the Site may be deemed to be advice or recommendations in any of these areas, such information is impersonal and not tailored to the needs of any specific person. You understand that any financial, legal or tax product or service is subject to various risks, fees and conditions, and that discussions of any such products or services transmitted to or via the Site will not contain a list or description of relevant risk factors. You understand that any security prices or interest rates transmitted are a representation of live market trading at the time of transmission, are subject to change without notice, are deemed expired at the time they are transmitted, and are not commitments, recommendations nor solicitations.
You understand that different Site contributors may post different opinions about securities, portfolios of securities, properties, loan products, rates, transactions, investment strategies, or any other financial or legal products or services. You understand and agree that Content contributors or their affiliates may transmit content about securities, products or services in which they or their firms have a position, and that they may or may not be subject to a disclosure policy.
Under no circumstances will The Basis Point be liable or responsible in any manner for any Content that The Basis Point posts to the Site, including without limitation, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any such Content. You agree that you must evaluate, and bear all risks associated with the use of or access to any Content, including Content posted to the Site by The Basis Point. You should consult with your own legal, tax and business advisors prior to the use of any of the Content contained on the Site.
If you are dissatisfied with the Site, its Content or these Terms of Use, you agree that your sole and exclusive remedy is to discontinue using the Site.
INTELLECTUAL PROPERTY
The Site, all of its Content and all copyrights, logos, trademarks and trade names are the property of The Basis Point and its licensors. You may access and use the Content, and download and/or print out copies of any Content from the Site, solely for your personal, non-commercial use. You acknowledge that you do not acquire any ownership rights of all or any portion of the Content by using the Site.
You may not re-publish, upload, reproduce, copy, post, manipulate, transmit or distribute Content from the Site in any manner without our prior written consent or the prior written consent of the owner thereof. Modification of the Content or use of the Content for any purpose other than your own personal, non-commercial use is a violation of our copyright and other proprietary rights, and can subject you to legal liability.
OUTSIDE LINKS
The Site may contain links to other independent third-party web sites (“Linked Sites”). These linked sites are provided solely as a convenience to you and such Linked Sites are not under The Basis Point’s control, and The Basis Point is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You acknowledge and agree that we shall not be held responsible for the legality, accuracy, or appropriateness of any content, advertising, products, services, or information located on or through any Linked Sites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content.
The conditions of use and privacy policy of any Linked Site may differ substantially from these Terms of Use. Please review the conditions of use for all Linked Sites for more information about the terms and conditions that apply to your use of such Linked Sites.
USER CONDUCT
You agree to submit Content that facilitates the intelligent and positive exchange of information in line with the subject matter of the Site. You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes upon the rights of The Basis Point or others. Additionally, we ask that users do not make personal attacks, do not use profanity, do not solicit, and do not behave in an unethical or inappropriate manner. Users deemed by The Basis Point to be violating these codes of conduct will be blocked from the Site without notice at our sole discretion.
You agree not to violate any local, state, national or international law, regulation or order of any court, including but not limited to regulations of the U.S. Securities and Exchange Commission, any rules of any securities exchange.
You acknowledge and understand that all content you transmit onto or via the Site, whether publicly posted on the Site using the “Submit Comment” or “Submit A Tip/Post” or “Contact” form functions, or privately transmitted via any email to a domain name containing “thebasispoint.com,” is not reviewed or pre-screened by The Basis Point. This means that you, and not The Basis Point, are responsible for all content that you transmit to or via the Site, whether or not ultimately displayed on the Site. Therefore, The Basis Point does not guarantee the accuracy, integrity or quality of content transmitted to the Site by you, nor does The Basis Point make any representation or other warranty with respect to such content.
In addition to the foregoing, you agree NOT to use the Site to:
1. Transmit any content that is unlawful, harmful, threatening, abusive, pornographic, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable.
2. Harm minors or any person in any way.
3. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
4. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site.
5. Transmit any content that you do not have a right to transmit, whether or not under any law, rule or regulation, or under contractual or fiduciary relationships.
6. Transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
7. Transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation.
8. Transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
9. Interfere with or disrupt the Site or The Basis Point or servers or networks connected to the Site or The Basis Point, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or The Basis Point, or violate any terms contained in this Terms of Use Agreement.
10. “Stalk” or otherwise harass any other party.
11. Collect or store personal data about users other than yourself.
12. Download Content except as otherwise permitted under this Terms of Use Agreement.
You acknowledge that (i) The Basis Point or its designee has the right (but not the obligation) in its sole discretion to refuse, move, edit or delete any Content that is transmitted onto or made available via the Site, and (ii) your transmission of Content to the Site or The Basis Point does not imply any promise or covenant on behalf of The Basis Point that such content will be displayed, nor does it imply any promise or covenant that such content will not be displayed or made publicly available on the Site or intercepted or read by someone other than the intended recipient.
Except as otherwise provided by separate agreement between you and The Basis Point, The Basis Point does not claim ownership of content transmitted by you to the Site and displayed on the Site. This means that you, and not The Basis Point, are entirely responsible for anything and everything you transmit onto or via the Site. In it sole discretion, The Basis Point may require you to provide background information about yourself as a condition of displaying your content on the Site.
Notwithstanding the foregoing, in successfully transmitting Content to the Site, you grant to The Basis Point a perpetual, world-wide, royalty free, non-exclusive, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display any or all content so transmitted and to incorporate such content into other works.
You acknowledge and agree that The Basis Point may preserve Content and may also disclose Content (including without limitation, registration data) if required to do so by law or if The Basis Point believes that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property or personal safety of the Site, its users or the public.
User understands that the technical processing of content may involve (a) transmission over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
DISCLAIMER OF WARRANTIES
THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WE AND MAKE NO WARRANTY OR REPRESENTATION REGARDING ANY PRODUCT OR SERVICE OBTAINED OR ACCESSED THROUGH THE SITE, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH, ALONG WITH ANY OTHER SIMILAR WARRANTIES OR REPRESENTATIONS, ARE HEREBY EXPRESSLY DISCLAIMED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY THE BASIS POINT OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
THE BASIS POINT AND ITS AFFILIATES, SUPPLIERS, AGENTS AND SPONSORS DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT THE SITE OR THE SERVER(S) ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF THE BASIS POINT OR ITS AFFILIATES, SUPPLIERS, AGENTS, MEMBERS, OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE BASIS POINT NOR ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, ADVERTISERS, AGENTS AND SPONSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR ANY CONTENT CONTAINED THEREIN, OR ANY PRODUCT OR SERVICE USED OR PURCHASED THROUGH THE BASIS POINT, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM SITE THAT RESULTS IN MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OR CORRUPTION OF FILES, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING IT. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO THE BASIS POINT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE) SHALL BE THE TOTAL AMOUNT PAID TO US BY YOU, IF ANY, FOR ACCESS TO THE SITE. BY ENTERING OR USING THE SITE, YOU AUTOMATICALLY ACKNOWLEDGE THE LIMITATION OF RELIEF SET FORTH ABOVE IS A PART OF THE BARGAIN BETWEEN YOU AND THE BASIS POINT.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
INDEMNIFICATION
As a condition of your use of the Site, you agree to indemnify, defend and hold us, our officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (a) your violation of the Terms of Use; (b) your use of the Site; or (c) your violation of the rights of any third party.
The Terms of Use, together with all The Basis Point policies referred to herein, constitutes the entire agreement between you and The Basis Point relating to your use of the Site and supersedes and any all prior or contemporaneous written or oral agreements on that subject between us. The Terms of Use and the relationship between you and The Basis Point are governed by and construed in accordance with the laws of the State of Colorado. You and The Basis Point agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the City and County of Denver, State of Colorado, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. If any provision of the Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms of Use and shall not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in the Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. We reserve the right to require you to sign a non-electronic version of the Terms of Use.
PRIVACY POLICY
The Basis Point receives and stores information users send to us. When a user becomes a subscriber, The Basis Point obtains and retains the registration data. When a user requests pages from the Site’s server, the Site web server automatically collects some information about the user, including the user’s IP addresses. The Basis Point collects information regarding a user’s use of the Site through the use of cookies. If a user sends the Site or The Basis Point personal correspondence, such as e-mails or letters, The Basis Point may collect such information in a file specific to that user. The Basis Point may maintain a record or notes of communications with a user regarding use of or access to the Site.
The Basis Point does not distribute, rent or sell user information to third parties. We do not monitor for nor delete user information that they themselves transmit for public display on the Site.
The Basis Point utilizes user information to facilitate a user’s viewing of the Site and to communicate with the user. The Basis Point also utilizes user information to compile broad demographic and Site usage data for internal business use, but such data generally do not contain anything that could be used to identify a user personally.
Users will not receive any e-mail from The Basis Point unless the user has requested it and a user can indicate at any time if they do not wish to receive e-mails from The Basis Point.
