THE INSTITUTE FOR PRIVATE INVESTORS, INC. (“IPI”) PROVIDES THIS SITE AND RELATED SERVICES (the MEMBERLINK® services) SUBJECT TO YOUR COMPLIANCE WITH THE TERMS OF SERVICE SET FORTH BELOW. PLEASE READ THESE TERMS CAREFULLY.
TERMS OF SERVICE
By clicking, the “Submit” button or accessing or using MEMBERLINK® services (the "Service"), you are agreeing to be bound by these Terms of Service (“TOS”), which may be updated from time to time without notice, to you. You agree that you have read, understand and agree to be bound by these TOS. You can review the most current version of the TOS at any time at http://www.memberlink.net/terms-service. The Service and your access to the Service can be modified or terminated at any time, with or without notice, and for any reason in IPI’s sole discretion. If you do not wish to accept the TOS, do not use this web site.
I. OBLIGATIONS OF THE REGISTRANT
For members only:
In consideration of your use of the Service, you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form, and maintain and promptly update such data to keep it true, accurate, current and complete. You are responsible for maintaining the confidentiality of the user name and password that you receive upon completing the MEMBERLINK® registration process, and are fully responsible for all activities that occur under your user name and password. You agree to promptly notify IPI of any unauthorized use of your password and user name.
To ensure the success and integrity of Investor Conversations, the successor to IPI’s private investor listserv, a code of confidentiality must be observed. Please use your judgment when criticizing an advisor or fellow member; no “flaming.” Never print out conversations, except for your own personal use, and never forward them to anyone or distribute them in any manner. You are responsible for any damages caused by your release, intentionally or unintentionally, of any such information. IPI is not responsible for views expressed or any actions taken as a result of any information shared in Investor Conversations and does not otherwise perform due diligence on the responses. Please remember that members’ opinions may be biased; therefore, IPI urges members to perform their own extensive due diligence.
II. CONTENT REGULATION
You agree and accept that all information, data or other materials ("Content"), whether publicly or privately posted or transmitted, are the sole responsibility of the individual from whom such content originated. This means that you, and not IPI, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service. IPI does not control the Content posted by users through the Service and, as such, does not guarantee the accuracy, integrity or quality of such content.
You understand that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate (intentionally or unintentionally), or otherwise objectionable. Under no circumstances will IPI be liable in any way for any Content, including but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through the Service. By using the Service, however, you agree not to use the Service to:
a. upload, post, email, transmit or otherwise make available any Content that is obscene, lewd, lascivious, filthy, excessively violent, harassing, unlawful, harmful, threatening, abusive, tortious, defamatory, vulgar, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, whether or not you believe such material is constitutionally protected;
b. impersonate any person or entity, including, but not limited to, an IPI representative, or falsely state or otherwise represent your affiliation with a person or entity;
c. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
d. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
e. upload, post, email, transmit, or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
f. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
g. upload, post, email, transmit or otherwise make available 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;
h. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively impacts other users' ability to engage in exchanges, real-time or other;
i. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including overloading, flooding, mailing, bombing, crashing, or hacking all or part of the Service or the Content thereon or deleting or changing any part of the Service or the Content thereon;
j. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, especially and including the rule against making false or misleading statements to manipulate the price of any security, or any regulations having the force of law;
k. upload, post, email, transmit, or otherwise make available any Content that advocates or encourages any illegal activity;
l. offer, sell, or buy any security;
m. stalk or otherwise harass another;
n. collect or store personal data about other users;
o. upload, post, email, transmit, or otherwise make available any Content that violates the privacy, publicity or other personal rights of others;
p. upload, post, email, transmit, or otherwise make available any Content that is misleading or inaccurate; and
q. upload, post, email, transmit, or otherwise make available any Content that vandalizes or diminishes the value of the Service in any way, nor may you access the html code, cgi scripts, images or any other part of the Service.
You acknowledge and accept that IPI does not pre-screen Content, but that IPI and its designees shall have the right (but not the obligation) in its sole discretion to refuse or remove any Content that is available via the Service. You agree and accept that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by IPI or submitted to IPI, including without limitation information in any IPI message board, and in all other parts of the Service. If you believe a party is not acting responsibly, please contact us so that we may review their posted material. We reserve the right to edit or delete posted material for any reason without notice to the posting party.
You agree and accept that IPI may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, enforce the TOS, respond to claims that any Content violates the rights of third parties, or protect the rights, property or personal safety of IPI, its users and the public.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. You specifically agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
III. LICENSING OF CONTENT
IPI does not claim ownership of Content you submit or make available for inclusion through the Service. However, you grant IPI the following world-wide, royalty free and non-exclusive license(s) with respect to Content you submit to IPI or otherwise make available for inclusion on areas accessible by other users of the Service: the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.
IPI shall not be liable for any loss or damage arising from your failure to satisfy any of your obligations under this TOS. You agree to indemnify, defend and hold IPI, and its subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, and employees, harmless from and against any and all loss, damage, liability or expense, including reasonable attorneys' fees, alleged by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
V. NO RE-RENDERING OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
VI. LINKING POLICY
The Service may directly, or indirectly, provide you with links to other World Wide Web sites or resources. You agree and accept that IPI is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services, or other materials on or available from such sites or resources. You further agree and accept that IPI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, use of or reliance on any such Content, goods or services available on or through any such sites or resources.
VII. DISCLAIMERS OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS AND "AS AVAILABLE" BASIS. IPI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. IPI MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IPI OR THROUGH IPI OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
5. IPI DOES NOT SPONSOR, SUPPORT, ENDORSE, OR RECOMMEND ANY PARTY, ITEM, SERVICE, JOB, STATEMENT, OR ADVERTISEMENT POSTED OR ANY OTHER POSTING ON THE WEB SITE. LINKS TO SERVICES, SITES, OR CONTENT OUTSIDE OF THE WEB SITE ARE NOT AN ENDORSEMENT OF THE SERVICE, SITE, CONTENT, OR ITS SPONSORING ORGANIZATION.
VIII. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IPI SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, OPPORTUNITY, SYSTEMS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
IX. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS VII AND VIII MAY NOT APPLY TO YOU.
X. LET THE INVESTOR BEWARE
THE SERVICE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND NO CONTENT INCLUDED IN THE SERVICE IS INTENDED FOR TRADING OR INVESTING PURPOSES. IPI SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, USEFULNESS, OR AVAILABILITY OF ANY INFORMATION TRANSMITTED OR MADE AVAILABLE VIA THE SERVICE, AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY TRADING OR INVESTMENT DECISIONS MADE BASED ON SUCH INFORMATION. THE FUNDAMENTAL CONCEPT IS THAT YOU SHOULD NOT RELY UPON THE INFORMATION OR OPINIONS YOU READ. RATHER, YOU SHOULD USE WHAT YOU READ HERE AS STARTING POINTS FOR DOING INDEPENDENT RESEARCH AND THEN JUDGE FOR YOURSELF THE MERITS OF THE MATERIAL THAT HAS BEEN SHARED WITH YOU. YOU AND NOT IPI ARE RESPONSIBLE FOR YOUR INVESTMENT DECISIONS.
XI. NOTICE OF CLAIMS OF PROPRIETARY VIOLATIONS OR VIOLATIONS OF TOS
IPI's agent for notice of claims of copyright or other intellectual property infringement, or violation of the TOS, can be reached as follows: Institute for Private Investors, Inc., 17 State St, New York, NY 10004, attention: TOS Notice [telephone: 212-693-1300; fax: 212-693-2797; email: email@example.com ] Specific procedures for claims involving copyright infringement are set forth in Section XII below.
XII. INTELLECTUAL PROPERTY RIGHTS
A. Copyright. COPYRIGHT ©1995-2008 INSTITUTE FOR PRIVATE INVESTORS, INC. ALL RIGHTS RESERVED. The content of the web site is protected by intellectual property laws. All right, title and interest in the content on the web site, including without limitation the pages, the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by IPI or its licensors unless otherwise indicated. You are hereby granted a limited, non-exclusive license to use the content but only while accessing the site, and only for your personal, non-commercial use. You are also granted a limited license to print copies of any content posted at the site, but only for your personal, non-commercial use. Except as expressly provided above, all rights are reserved by IPI. Except to the extent required for the limited purpose of reviewing material on the web site, reproduction, adaptation, distribution, performance, display or modification of all or any part of this web site without the prior written permission of IPI is strictly prohibited.
Podcasts on the web site are intended for the use of IPI members only. Use by anyone other than an IPI member is strictly prohibited. If you are an IPI member, you may view and download podcasts, but only for your personal, non-commercial use. You may not otherwise distribute, modify, copy, transmit, display, reuse, reproduce, publish, license, create derivative works from, transfer, sell or use podcasts without IPI’s prior written permission. In particular, and without limiting the foregoing, you may not show, display, transmit, transfer, sell or otherwise distribute this podcast to anyone who is not an IPI member.
B. DMCA Copyright Policy and Copyright Agent. IPI may remove content that appears in its sole discretion to infringe the intellectual property rights of others. IPI also has a policy of terminating the accounts of repeat infringers in appropriate circumstances. If you believe that content available on or through the Service infringes one or more of your intellectual property rights, please immediately notify IPI’s copyright agent by mail, email or faxed notice (“Notification”) providing the information described below. A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.
Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that content located on or linked to by the Service infringes your rights, you should consider first contacting an attorney.
All Notifications should include the following:
• A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material that you claim is infringing and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit IPI to locate the material, including the URL.
• Your address, telephone number and email address.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement made under penalty of perjury that the information in the Notification is accurate, and that you are authorized to act on behalf of the owner of the intellectual property right that is allegedly infringed.
Notifications should be sent to IPI’s copyright agent as follows:
Institute for Private Investors
17 State St
New York, NY 10004
Attention: TOS Notice
C. Trademarks. The marks MEMBERLINK®, THE GRILL®, FAMILY PERFORMANCE TRACKING® and ADVISOR DATABANK® are federally registered service marks of IPI and the mark INSTITUTE FOR PRIVATE INVESTORS is a service mark of IPI. Unless otherwise indicated, IPI also claims rights in certain other service marks contained in these web pages.
The TOS constitutes the entire agreement between you and IPI and governs your use of the Service, superseding any prior agreements between you and IPI. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The TOS and the relationship between you and IPI shall be governed by the laws of the State of New York without regard to conflict of law provisions. You and IPI agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, New York. The failure of IPI to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision is found to be invalid by a court of competent jurisdiction, you and IPI nonetheless agree that the court should endeavor to give effect to the intentions of you and IPI as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.
IPI may collect and store personal identifiable information about the individuals or businesses who visit this web site. This information may include, but is not limited to, your name, company name, job title, address, telephone number, fax number, web site address, or e-mail address. IPI may use this information to contact you or your company about its services from time to time. E-mail addresses, IP addresses, ISP identifiers and timestamps may also be collected, recorded, and stored on this site. This information may be used to track web site usage or to act upon violations of these Terms of Service.
IPI does not intentionally trade, sell, distribute, rent, or pass on any information about the users of this web site without a court order. However, IPI cannot be held responsible for any hacking attempt that may lead to this information being compromised.
You may ask IPI to delete any information about you or your business and cease any further contact with you at any time by contacting IPI by phone, e-mail, or postal mail.
If served with a court order, we will assist with actions against users who have used the web site for illegal purposes or to harass other users.
XV. MESSAGE BOARDS
IPI assumes no liability for the information or content posted on the message boards, known as Private Investor Conversations. Full responsibility and liability for all material lies solely with the posting party. As is true with many forums and bulletin boards, submissions of information on the web site are often passively posted without any review, editing, confirmation of accuracy, or approval of content. Any violation of law or misinformation is the sole responsibility of the posting party. IPI assumes no liability as a provider of posted information.