THIS AGREEMENT WAS LAST UPDATED ON September 9, 2009.
PLEASE SCROLL DOWN AND READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU USE ANY OF OUR PRODUCTS OR SERVICES OR BECOME A MEMBER OF MINYANVILLE. This Terms of Use Agreement (the "Agreement") and our Privacy Policy, which is hereby incorporated by reference, governs your use of the Minyanville.com site, products and services ("Minyanville" or the "Service"); Minyanville provides financial infotainment and education from Minyanville Media, INC ("we" or "us"). By accessing or using the products, services, website and software provided through or in connection with Minyanville, you signify that you have read, understood, and agree to be bound by this Agreement and our current Privacy Policy, whether or not you are a registered member. If you do not agree to any of these terms or any future Terms of Use, you may not use or access (or continue to access) the Service.
1. Changes to the Agreement.We may change the terms of this Agreement at any time and without prior notice. If we do this, we will post the changes to this page and indicate at the top of the page the date the Agreement was last revised. You can access this document at any time by selecting the Terms of Use link located at the bottom of every page on the Minyanville web site. Your use of Minyanville after changes are made to this Agreement means that you agree to be bound by such changes. As our business changes constantly, this Agreement, our Privacy Policy, and other pertinent company policies may change also. You should check our web site frequently to see recent changes.
2. Legal Disclaimer.Minyanville Media, Inc. is a content provider and publisher and is not a registered broker-dealer. By accessing the Minyanville website and/or using Minyanville products and services, including without limitation any and all content available on or through the Service, you understand and agree that the material provided in Minyanville products and services is for informational and educational purposes only, and that no mention of a particular security in any Minyanville product or service constitutes a recommendation to buy, sell, or hold that or any other security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person. You further understand and agree that none of the information providers or their affiliates will advise you personally concerning the nature, potential, value or suitability of any particular security, portfolio of securities, transaction, investment strategy or other matter. To the extent any of the information contained in any Minyanville product or service may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
You understand and agree that any Minyanville product or service may contain opinions from time to time with regard to any securities mentioned in other Minyanville products or services, and that those opinions may be different from those contained in another Minyanville product or service. You understand and agree that, from time to time, any or all of the information providers or their affiliates may hold positions in securities mentioned and that they may trade for their own account. In cases where the position is held at the time of publication, appropriate disclosure is made as of the time of publication.
You understand and agree that performance data is supplied by sources believed to be reliable, that the calculations in any Minyanville publication or service are made using such data, and that such data is not guaranteed by these sources, the information providers, or any other person or entity, and may not be accurate or complete.
When U.S. exchanges are open, stock and fund quotes are at least 15 minutes old. When U.S. exchanges are not open, quotes are only current as of the close of the most recent day of trading.
BEFORE SELLING OR BUYING ANY STOCK OR OTHER INVESTMENT YOU SHOULD CONSULT WITH A QUALIFIED BROKER OR OTHER FINANCIAL PROFESSIONAL TO VERIFY PRICING INFORMATION AND TO SOLICIT ADVICE AS TO THE APPROPRIATENESS OF A GIVEN TRANSACTION OR INVESTMENT.
3. Registration.In order to access certain features of the Service, you will have to become a citizen of Minyanville by subscribing and creating a Minyanville account. When you create your account, you must provide accurate and complete information, and keep that information up to date. You are solely responsible for maintaining the confidentiality of your user name and password and for any and all activities (including purchases) that are conducted through your account. Further, you are responsible for any fees or charges incurred to your account by accessing Minyanville through an Internet access provider or other third party service. You may never use another user's account without permission.
By providing Minyanville your email address you consent to our using the email address to send you Service-related notices, including any notice required by law, in lieu of written communication by postal mail. You may unsubscribe to certain email communications at any time though the "Manage Account" link at the top of every Minyanville page when you are logged in. We may also use your email address to send you other messages, including changes to Minyanville features and special offers. If you do not want to receive such email messages, you may opt out by sending an email message to support@minyanville.com with the word "No email" in the subject field or by sending mail to the following postal address:
[Customer Support
Minyanville
800 Third Avenue, Third Floor
New York, NY 10022]
Opting out may prevent you from receiving email messages regarding updates, improvements, or special offers.
4. Privacy.Registration data and other information about you are subject to our Privacy Policy.
5. Fees and Payments.
a.For subscribers to Minyanville subscription services only, you agree to pay the subscription fees and any other charges (including any applicable taxes) at the rates in effect when the charges were incurred. We will bill all charges automatically to your credit card. Subscription fees will be billed at the beginning of your subscription or any renewal. Annual fees and charges for subscription services, and monthly fees once billed, are nonrefundable (subject to applicable law).We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. If you want to use a different credit card or there is a change in credit card validity or expiration date, or if you want to change your service, or change or update any other relevant account information, you may do so by clicking the "Manage Account" link located near the top middle of every Minyanville page when you are logged in. If you believe someone has accessed Minyanville using your user name and password without your authorization, you must immediately notify us via email. You can contact us via the "Contact Us" section of Minyanville, located at the bottom of every page.
b.Minyanville will automatically bill you according to your subscription choice upon completion of the registration form.
c.We may offer a free trial subscription from time to time. If you don't cancel your subscription within the free trial offer period, we will charge the credit card you provided during the sign-up process. You agree to pay the applicable subscription fee as set forth on this site.
d.Your subscription will renew automatically at the beginning of each subscription period (monthly or annually), unless you terminate it. You can cancel your subscription at any time by clicking the "Manage Account" link near the top right of any page and following the Cancel Account link on the next page. Cancellations take effect as of your next billing date, which is noted on the Manage Account page. As previously stated, fees cannot be refunded or prorated. You must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card.
6. User Content.Some areas of the Service may allow users to post feedback, comments, questions, and other information ("User Content"). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have a right to grant, to Minyanville a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed for use in connection with the Service.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, including without limitation material, non-public information about companies that you are not authorized to disclose; (vii) contains any information or content that you know is not correct and current; or (viii) contains advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us). You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. Minyanville reserves the right, but is not obligated, to reject and/or remove any User Content that Minyanville believes, in its sole discretion, violates these provisions.
For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Minyanville takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Minyanville is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Minyanville shall not be liable for any damages you allege to incur as a result of such User Content.
You are solely responsible for your interactions with other Minyanville users. We reserve the right, but have no obligation, to monitor disputes between you and other users.
7. Limitations on Use.
a. Access to the subscriber areas of Minyanville is solely limited to the registered subscriber and is non-transferable to any third party. Only one individual may access Minyanville at the same time using the same user name or password, unless otherwise expressly permitted in writing by Minyanville.
b. The content available through Minyanville , including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "Content"), and all Intellectual Property Rights related thereto, is our property or the property of our licensors and is protected by copyright and other intellectual property laws. You may display or print the Content for your personal, non-commercial use only. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Service. Minyanville reserves all rights not expressly granted herein in the Service and its Content. Minyanville may terminate this license at any time for any reason or no reason.
You agree not to sell, publish, license, rent, modify, distribute, copy, reproduce, transmit, retransmit, publicly display, publicly perform, adapt, edit, create derivative works from, or otherwise provide access to the Content to anyone, including, but not limited to your fellow employees, friends or family, with the following two exceptions:
(i) You may occasionally distribute a copy of an article or a portion of an article from Minyanville in non-electronic form to a few individuals without charge, provided you include all copyright and other proprietary rights notices in the same form in which the notices appear in Minyanville, original source attribution, and the phrase "Used with permission from Minyanville.com" or "Used with permission from Minyanville Media, INC." Please contact us if you need to distribute content from Minyanville to a larger number of individuals, on a regular basis or in any other manner not expressly permitted by this Agreement. You can contact us via the "Contact Us" section of Minyanville, located in the Company section in the main navigation on the left side of every page.
(ii) You may use our "E-mail To A Friend" service, as it is available, to e-mail an article from Minyanville to a few individuals, without charge.
c. You agree not to create abstracts from, scrape, frame, or display headlines from our Content for use on another web site or service. Without limiting the generality of this Section 6, you agree not to post any Content from Minyanville to newsgroups, mail lists or electronic bulletin boards, without our written consent.
To request consent for uses of the Content and Service not expressly permitted by this Agreement, please contact Minyanville customer service at support@minyanville.com.
d. You agree not to use Minyanville for any unlawful purpose. We reserve the right to terminate or restrict your access to Minyanville at any time and without notice if, in our opinion, your use of Minyanville may violate any laws, infringe upon another person's rights or violate the terms of this Agreement. Also, we may refuse to grant you a user name that impersonates someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive.
8. Code of Conduct. While using any Minyanville product or service, you agree not to:
Restrict or inhibit any other visitor or member from using any Minyanville product or service, including, without limitation, by means of "hacking" or "cracking" or defacing any portion of the Minyanville web site;
Use any Minyanville product or service for any unlawful purpose;
Express or imply that any statements you make are endorsed by us, without our prior written consent;
Engage in spamming;
Transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of any of the Minyanville web site;
Remove any copyright, trademark, or other proprietary rights notices contained in the Minyanville web site;
"Frame" or "mirror" any part of the Minyanville web site without our prior written authorization;
Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of any Minyanville product or service or its contents;
Harvest or collect information about visitors to or members of Minyanville without their express consent; or
Permit anyone without an account or subscription to use any Minyanville product or service through your subscription, user name or password.
While using Minyanville products or services you agree to comply with all applicable laws, rules and regulations.
9. DMCA Notice. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Minyanville's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Minyanville to contact you, such as your address, telephone number, and, e-mail address;
5. 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 law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Bill Meehan
Attn: DMCA Notice
Minyanville, Inc.
800 Third Avenue, Third Floor
New York, NY 10022
Telephone: 212-991-6200
Fax: 212-991-9562
Email: copyright@minyanville.com
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Minyanville and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Minyanville's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Minyanville has adopted a policy of terminating, in appropriate circumstances and at Minyanville's sole discretion, members who are deemed to be repeat infringers. Minyanville may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10. Additional Representations and Warranties. You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
a. You are at least 18 years of age, or if you are under 18 years of age you are either an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
b. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
c. Your User Content and Minyanville's use thereof as contemplated by this Agreement and the Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
11. Links to Other Websites. Our products and services may contain links to other Internet web sites or resources. Minyanville Media, INC neither controls nor endorses such other web sites, nor will it review or approve any content that appears on such other web sites. If you choose to follow a link to another web site, the terms of service and privacy policy of that web site, not of Minyanville, apply. You acknowledge and agree that Minyanville shall not be held responsible for the legality, accuracy, or inappropriate nature of any content, advertising, products, services, or information located on or through any other websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content.
12. Disclaimers of Warranties and Limitations on Liability . YOU AGREE THAT YOUR ACCESS TO AND USE OF MINYANVILLE AND THE CONTENT AVAILABLE THROUGH MINYANVILLE IS ON AN "AS-IS", "AS AVAILABLE" BASIS. MINYANVILLE PUBLISHING AND MULTIMEDIA, LLC AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND CONTRIBUTORS AND LICENSORS ("THE MINYANVILLE PARTIES") SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, THE MINYANVILLE PARTIES DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF MINYANVILLE PRODUCTS OR SERVICES, THE MATERIALS ON OUR WEB SITE AND ANY MATERIALS PROVIDED THROUGH OUR WEB SITE ARE ENTIRELY AT YOUR OWN RISK.
YOU ACKNOWLEDGE THAT THE MINYANVILLE PARTIES WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF MINYANVILLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE MINYANVILLE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.
YOU AGREE THAT THE MAXIMUM LIABILITY OF THE MINYANVILLE PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION UNDER THIS AGREEMENT SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, FOR ACCESS TO ANY MINYANVILLE PRODUCTS OR SERVICES.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled from its facilities in the United States. Minyanville makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
13. General. This Agreement contains the final and entire agreement between you and Minyanville Media, INC regarding your use of Minyanville and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding your use of Minyanville. Minyanville Media, INC may discontinue or change Minyanville, or its availability to you, at any time. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. No third party is a beneficiary of this Agreement. You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of New York, United States of America applicable to contracts made entirely within New York and wholly performed in New York, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in New York . This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
14. Indemnification. You agree to indemnify, defend and hold the Minyanville Parties 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 breach of this Agreement, including any violation of the Code of Conduct above; (b) any allegation that any materials that you submit to us or transmit to our web sites infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with the Service or any Minyanville products or services.
15. Notification Procedures. Minyanville may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Minyanville in our sole discretion. Minyanville reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.