Updated as of June 30, 2011
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING OR ACCESSING THE SITE. BY USING OR ACCESSING THE SITE, YOU SIGNIFY YOUR ASSENT TO THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT ASSENT TO THIS AGREEMENT, PLEASE DO NOT USE OR VIEW THE SITE.
Changes to Agreement. Long Wharf may, at any time and in its sole discretion, revise, amend, modify, delete or add to this Agreement (“Revisions”) without notice or liability to you. Any Revisions shall be effective immediately following the posting of such changes on the Site. The most recent version of this Agreement may always be found on the Site. You agree to review this Agreement from time to time and agree that any subsequent use by you of the Site following Revisions to this Agreement shall constitute your acceptance of all such changes.
Changes to Site and Services. Long Wharf may, at any time and in its sole discretion, delete, suspend or terminate the Site and any content, services or material offered on or throughout the Site, for any or no reason, and without notice or liability to you.
Authorized Users. You affirm that you are over the age of eighteen (18). If you are under the age of eighteen (18), you may not access or use the Site without the consent of a parent or guardian.
User Names, Password & Account Access. Any right given to you to obtain information or documents from the Site is not transferable or assignable without the prior written consent of Long Wharf. If you use any part of our Site that requires a user name, account or password, you will be responsible for maintaining the confidentiality of that user name, account or password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your user name, account or password. In the event the confidentiality of your user name, account or password is compromised in any manner, you must notify Long Wharf immediately. Long Wharf reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Site and your accessibility. Notwithstanding the foregoing, Long Wharf may rely on the authority of anyone accessing your account or using your user name or password and in no event and under no circumstances shall Long Wharf be held liable to you for any liabilities or damages resulting from or arising out of: (a) any action or inaction of Long Wharf under this provision; (b) any compromise of the confidentiality of your user name, account or password; and (c) any unauthorized access to your user name, account or use of your password.
Intellectual Property Ownership. All information, materials, images, software, photographs, articles, functions, text and other content (“Content”) contained on or offered through the Site and all copyrights, trademarks and other intellectual property rights in or relating to the Content are the sole property of Long Wharf, its licensors or content providers or other third parties. This Site and all of its Content and the selection and arrangement thereof, is protected as a compilation owned by Long Wharf under the copyright laws of the United States and other countries. Long Wharf reserves all rights not expressly granted in and to the Site and the Content.
Unless otherwise noted, Long Wharf and all other trademarks, service marks, trade names and logos displayed on the Site are the trademarks, service marks, trade names and logos of Long Wharf. All other trademarks, service marks, trade names and logos are the property of their respective owners. Nothing on the Site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, service mark, tradenames and logos displayed on the Site without proper prior written consent.
Any unauthorized use of our Site will terminate the permission or license granted herein and may violate applicable law including copyright laws, trademark laws, and communications regulations and statutes.
Use of the Site. Content may not be copied, reproduced, republished, uploaded, posted, re-delivered, transmitted, displayed, performed, distributed or used in any way without Long Wharf’s prior written consent. No permission is granted to use the Site icons, addresses or other means to hyperlink other web sites with any page in the Site. You shall obtain prior written consent from Long Wharf to hyperlink in any manner to the Site. Long Wharf reserves the right in its sole discretion to terminate this permission at any time with or without notice for any or for no reason.
Third Party Content. Long Wharf may from time to time (a) link to other sites that we feel may be useful to you, and (b) post content to our Site that is supplied by third parties (collectively “Third Party Content”). Third Party Content is not under the control of Long Wharf. Long Wharf makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of Third Party Content, any services accessible by hyperlink from our Site, links contained in any Third Party Content, or any review, changes or updates to a third party web site or for third-party web sites that link to our Site. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties in the Third Party Content are those of the respective author(s) or distributor(s) and not of Long Wharf. Long Wharf does not guarantee the merchantability or fitness for any particular purpose of Third Party Content. When leaving our Site, you should be aware that this Agreement no longer governs, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of any third party sites. Additional disclaimers and limitation of liability are noted below.
Use of Information. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (“Submission”) will forever be Long Wharf’s property. We will not be required to treat any Submission as confidential unless you have marked it so, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to Submissions of every kind and nature everywhere. We will be entitled to use Submissions for any commercial or other purpose whatsoever, without compensation to you or any other person sending Submissions. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
DMCA Notice. If you are a copyright owner or an agent thereof and believe any Content posted on the Site infringes upon your copyrights, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) by providing notice to Long Wharf through the email address: email@example.com containing the following information:
(a) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(b) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
(c) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(d) 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;
(e) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
(f) A physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed.
You acknowledge that if you fail to comply with substantially all of the above requirements of this Section your DMCA notice may not be valid and we may not be able to remove infringing content.
Applicable Laws. Our Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The sites and the information contained therein do not constitute any offers or solicitations of offers for the sale of any securities (except for appropriately marked product prospectuses).
Institutional Investor. For purposes of the Site, the term “Institutional Investor” includes sophisticated non-retail investors such as registered investment companies, investment advisers, plan sponsors, endowments, foundations, governmental entities, and high net worth natural persons. Certain products and investment services may only be offered to Institutional Investors which are also accredited investors or qualified purchasers as those terms are currently defined by the U.S. federal securities laws.
Information for Non-U.S. Investors. The Site is intended to be made available only to current and prospective Institutional Investors residing in the United States. Nothing on the Site shall be considered a solicitation to buy or an offer to sell a security, or any other product or service, to any person in any jurisdiction where such offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction.
No Investment Recommendations or Professional Advice; No Offer to Buy or Sell Any Securities. Generally, the Site is not intended to provide tax, legal, insurance or investment advice, and nothing on the Site should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by Site or any third party. Long Wharf does not provide legal or tax advice and we encourage you to consult your own lawyer, accountant or other advisor before making an investment.
Disclaimers. While Long Wharf uses reasonable efforts to include accurate and up to date information on the Site, Long Wharf makes no warranties or representations as to its accuracy. With respect to the press releases on the Site, we disclaim any duty or obligation to update the press releases. Long Wharf assumes no liability or responsibility for any errors or omissions in the Content of the Site.
THE MATERIALS ON, OR ACCESSIBLE FROM, THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LONG WHARF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OR NON-INFRINGEMENT. LONG WHARF DOES NOT WARRANT THAT THE ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LONG WHARF DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE CONTENT AND OTHER MATERIALS ON, OR ACCESSED THROUGH, THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation Of Liability. IN NO EVENT WILL LONG WHARF BE LIABLE TO YOU FOR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM OR IN CONNECTION WITH THE SITE, ITS CONTENT, OR ANY ERRORS OR OMISSIONS IN THEIR TECHNICAL OPERATION OR CONTENT, EVEN IF LONG WHARF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification. By using the Site, you agree to indemnify and hold Long Wharf and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, advertisers, product and service providers, and affiliates harmless from any claims, allegations, suits or proceedings for any damages, losses, liabilities, and all costs and expenses (including attorneys’ fees), resulting from a third party based on your use of the Site in violation of this Agreement.
Other Provisions. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. Any legal action, suit or proceeding brought by a Party in any way arising out of or relating to this Agreement shall be brought solely and exclusively in the state or federal courts located in Boston, Massachusetts, and each Party irrevocably accepts and submits to the sole and exclusive personal jurisdiction of such courts in personam, generally and unconditionally with respect to any action, suit or proceeding brought by or against it by the other Party.
If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between you and Long Wharf relating to the subject matter contained herein. No delay or failure by Long Wharf to take action under this Agreement will constitute a waiver of any of the provisions contained herein, or rights provided hereby, unless expressly waived in writing by Long Wharf. No single waiver will constitute a continuing or subsequent waiver.
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content provided therein.
How To Contact Us. If you have any questions regarding this Agreement or anything relating to the Site, please do not hesitate to contact us at: Email: firstname.lastname@example.org or call (617) 250-7281 to speak with a representative.