Last Updated: January 6, 2019
The Services’ Content
EXM owns, controls, and/or licenses all text, graphics, interfaces, photographs, trademarks, logos, and computer code contained on the Services (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, and arrangement of this Content. The Content is protected by trade dress, copyright, trademark laws, and other intellectual property rights and laws.
Your failure to comply with the Services’ terms, conditions, and notices will result in automatic termination of any rights granted to you, without prior notice. Except for the limited permission in the preceding paragraph, EXM does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.
Prohibited Use of the Services
You will not violate any law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while on the Services. You will not do, and will not allow or authorize any third party to do, any of the following:
- Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
- Send any unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters or pyramid schemes, or conceal or misrepresent the identity of senders of emails, for the purpose of sending spam or other commercial messages;
- Harvest or collect information about other users, including their email addresses, without their consent;
- Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data;
- Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Services (except as otherwise expressly permitted by law);
- Use or attempt to use any account you are not authorized to use;
- Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Services that you are not authorized to access;
- Attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose;
- Engage in any harassing, intimidating, predatory or stalking conduct;
- Develop any third-party applications that interact with Content and the Services without our prior written consent; and
EXM is not responsible or liable for the conduct of, or your interactions with, any other users of the Services (whether online or offline), or for any associated loss, damage, injury or harm. As a provider of interactive services, EXM is not liable for any statements, representations or Content provided by our users through the interactive area of the Services. Although EXM has no obligation to screen, edit or monitor any Content, EXM reserves the right, and has the discretion, to remove, screen or edit any Content posted or stored on the Services at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any Content you post or store on the Services at your sole cost and expense.
You may not attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services, by hacking, password “cracking,” or any other illegitimate means. You may not breach the security or authentication measures on the Services or any other systems or networks connected to the Services, or otherwise attempt to interfere with the proper functioning of the Services.
You may not impersonate any other individual or entity when using the Services. You may not use the Services or any Content for any unlawful or prohibited purpose, or to solicit the performance of any illegal activity. You may not use the Services to defame, harass, threaten, or intimidate others.
Third Party Sites and Content
The Services may contain links to independent third-party Web sites or other content of third parties (together “Third Party Contents”). EXM provides these Third Party Contents and content solely for your convenience, and does not control or endorse any of them. EXM cannot be responsible for the content, security, or privacy policies of Third Party Contents or content.
Content; Interactive Features or Areas
The Services may include discussion forums, blogs, private messages, emails or other interactive features or areas where you or other users can create, post, transmit or store content, including (but not limited to) text, music, sound, photos, images, video, graphics, code and other items or materials (collectively, “Content”). Content posted on interactive areas of the Services is publicly viewable to others. You are solely responsible for your Content and for your use of such interactive areas, which you use at your own risk.
By using interactive areas of the Services, you will not, and will not allow or authorize any third party to, post, upload to, transmit, distribute, store, create, solicit, disclose or otherwise publish through the Services any of the following:
- Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
- Content that may infringe the patent, trademark, trade secret, copyright, intellectual, privacy or proprietary right of any party;
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including (but not limited to) addresses, phone numbers, email addresses, Social Security numbers and payment card information;
- Viruses, corrupted data or other harmful, disruptive or destructive files; or
- Content that, in the sole judgment of EXM, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or may expose EXM or our users to any harm or liability of any type.
Rights in Content
By submitting or posting Content on the Services, you hereby grant to EXM a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content in connection with providing the Services. You also grant EXM the right to use your name, location and any other information you submit in connection with such Content. The use of your or any other user’s name, likeness, voice or identity in connection with various features on the Services does not imply any endorsement of such features or of the Services unless explicitly stated otherwise.
You acknowledge and agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information regarding the Services, EXM or EXM’s products or services (collectively, “Submissions”) that you communicate to EXM (whether by email, any postings on the Services or otherwise) are non-confidential and will become the sole property of EXM. EXM will own exclusive rights, including all intellectual property rights and will be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You acknowledge that EXM may have ideas or materials similar to Submissions already under consideration or development and that you are not entitled to compensation or reimbursement from EXM of any kind in connection with Submissions.
You agree that EXM may, in its sole discretion and without prior notice, terminate your access to the Services, including as a result of (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Services or any service offered on or through the Services, or (4) unexpected technical issues or problems. EXM similarly reserves the right to do any of the following, at any time, without notice: (1) modify, suspend or terminate operation of or access to the Services, or any portion of the Services, for any reason; (2) modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (3) interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
Disclaimers and Limitations of Liability
EXM DOES NOT PROMISE THAT THE SERVICES OR ANY CONTENT, SERVICE OR FEATURE OF THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SERVICES WILL PROVIDE SPECIFIC RESULTS. THE SERVICES AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.
ALL INFORMATION PROVIDED ON THE SERVICES, INCLUDING AS TO PRICING, FEATURES, AND AVAILABILITY OF PRODUCTS AND SERVICES, IS SUBJECT TO CHANGE WITHOUT NOTICE. ACCORDINGLY, YOU SHOULD CONFIRM THE ACCURACY AND COMPLETENESS OF ALL POSTED INFORMATION BEFORE MAKING ANY DECISION RELATED TO ANY SERVICES, PRODUCTS, OR OTHER MATTERS DESCRIBED IN THE SERVICES.
EXM CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SERVICES WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. EXM CANNOT ENSURE THAT ANY INFORMATION YOU TRANSMIT TO THE SERVICES WILL BE SECURE IN ITS TRANSMISSION AND/OR STORAGE. EXM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXM DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES AND/OR ANY EXM SERVICES.
YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND ANY THIRD PARTY CONTENTS. YOUR SOLE REMEDY AGAINST EXM FOR DISSATISFACTION WITH THE SERVICES OR ANY CONTENT IS TO STOP USING THE SERVICES OR ANY SUCH CONTENT.
IN NO EVENT WILL EXM BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE WHATSOEVER DAMAGES, INCLUDING LOST PROFITS, EVEN IF EXM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The above disclaimers and limitation of liability apply to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, security breach, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action, and shall apply to the fullest extent permitted by the law of the applicable jurisdiction.
You agree to indemnify and hold EXM, its existing and future officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against EXM by any third party due to or arising out of or in connection with your use of the Services.
You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of New York without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in New York, New York, and waive any objection to such jurisdiction or venue.
EXM administers and operates the Services from its location in the State of New York, in the United States. Information on EXM’s Services may contain references to EXM products, programs and services that are not available in your country. Such reference does not imply that EXM intends to make such products, programs, or services available in your country. Any offer on the Services for any feature, product, or service is void where prohibited. If you choose to access the Services from outside the United States, you are responsible for complying with applicable local laws.
Certain text in EXM’s Services may be available in languages other than English. These translations are provided as a convenience to you, and EXM makes no representations or commitments regarding the accuracy or completeness of the translation.
Notices and Procedure for Making Claims of Copyright Infringement
If you believe that anything on the Services infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.
Name of Agent Designated: Colin Clark, Advisor
Address Where Notification Should be Sent: [email protected].
Telephone Number: +1 (917) 455-6190
Email Address: [email protected].
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, EXM has adopted a policy of terminating, in appropriate circumstances and at the discretion of EXM, account holders who are deemed to be repeat infringers. EXM may also at our discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
EXM welcomes any feedback you have regarding the Services. Please be aware that any feedback you provide shall be deemed non-confidential, and EXM shall be free to use such information on an unrestricted basis. Please provide any feedback to [email protected].
Effective Date: January 6, 2019
Last Updated: January 6, 2019