1. Welcome; Agreement to Terms and Conditions; Future Changes to these Terms. Welcome to the Aequitas website. Aequitas Capital Management, Inc. ("Aequitas Capital") is an Oregon corporation located at 5300 Meadows Road, Suite 400, Lake Oswego, Oregon 97035, USA. This website is operated by or on behalf of Aequitas Capital and its affiliates (collectively with Aequitas Capital, "Aequitas") for the use and benefit of Aequitas' clients and potential clients, their professional advisors and for the benefit of companies seeking capital. By accessing, visiting and/or using this website, you, the visitor, acknowledge that you have read, understand and agree to be bound by these Website Terms and Conditions (these "Terms"). If you do not agree to be bound by these Terms, do not use this website. Aequitas reserves the right to change these Terms at any time by posting an updated copy of these Terms on this website. You will be bound by those changes if you visit this website after those changes have been posted. The date these Terms were last modified is identified at the end of these Terms. Please check these Terms periodically for changes.
2. Scope; Relationship with Other Agreements. Except as expressly provided below, these Terms apply not only to your use of this website, but to the services, tools, information and other products that Aequitas makes available through any other channel, whether in person, by telephone, email, mobile application or any other media, and to all other aspects of your relationship with Aequitas. If you have an existing relationship with Aequitas, that relationship may also be governed by one or more separate agreements with Aequitas. If there is a conflict between these Terms and any of those other agreements, those other agreements will control.
3. Acceptable UsePolicy.
3.1 Accuracy of Information. If you apply for an account or submit any other information through this website, (a) you warrant that the information you provide is true, accurate and complete and includes all information necessary to make the information you do provide not misleading; and (b) you agree that you have not impersonated and will not impersonate another person. If Aequitas accepts your application, you will be deemed to have repeated this warranty and covenant each time you log in to your account. In addition, you will not at any time misrepresent your identity, your affiliation with others, or the purpose of any communications.
3.2 Log-In Information. During the registration process, you will select a user/screen name and password. You are responsible for protecting the security and confidentiality of that log-in information. You are responsible for all financial and other transactions, all information posted, all communications sent, all transactions made, and all other acts and omissions that occur with the use of your log-in information, whether or not you have authorized that use. You should notify Aequitas immediately if you become aware of any unauthorized use of your log-in information or any other breach or threatened breach of this website's security. Aequitas' contact information is located in Section 16 below.
3.3 Security Rules.Do not: (a) access information, services or other products that are not intended for your use; (b) log on to a server or account that you are not authorized to access; (c) probe, scan or test the vulnerability of any system or network related in any way to this website; (d) breach any security or authentication measures; (e) transmit data that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other code that adversely affects the operation of this website or otherwise interferes with service to any host, network or other user; (f) initiate a denial of service attack or take any other action that adversely affects the operation of this website or otherwise interferes with service to any host, network or other user; (g) violate or attempt to violate the security of this website; (h) breach any other obligations in these Terms or any other Aequitas agreement applicable to you; or (i) attempt to do any of the preceding.
3.4 Other Restrictions. (a) You will not use this website or any of Aequitas’ other communication tools (i) to violate any law, regulation, court order or contract by which you are bound; (ii) for any purpose that is tortious, abusive, intrusive of another person’s privacy, libelous, defamatory, embarrassing, obscene, threatening, racist, hateful or that constitutes harassment. (b) You will not use any automated systems to log on to this website or to download or transmit Data or other Content (each defined below) or other information available on or related to this website. (c) Your submission to, or posting of, any text, graphics, images, photographs, audio and/or video files, information, ideas or other communications on this website or through any other media (each, a "Transmission") will not (i) misappropriate the trade secrets of any other person or infringe the copyright, trademark or other proprietary right of any other person; (ii) constitute an unfair or improper trade practice or other wrongful conduct; (iii) contain any instructions or discussions about illegal activities; (iv) encourage or promote any illegal activity; or (v) promote or utilize software or services designed to deliver unsolicited e-mail or to circumvent protective technologies in violation of law.
4. Information. Aequitas may make available through the investor portal of this website, via email or otherwise, a wide variety of financial information, analyst research and opinions, market data, news and other information (collectively, the "Data") as a courtesy or for informational and educational purposes. You should exercise appropriate discretion, good judgment and caution in relying on any Data or other Content. You bear all risk associated with your use of the Data and any other Content. Neither the Data nor any other Content that Aequitas makes generally available constitutes investment, financial, legal or tax advice, and Aequitas urges you to seek competent professional advice on those topics. Nothing on this website constitutes a solicitation or offer to buy or sell securities or any other financial instruments or should be viewed as an endorsement or recommendation of any company, securities or instrument. While Aequitas endeavors to ensure the usefulness of that information at the time it is first posted or delivered, Aequitas does not guaranty the accuracy or timeliness of the Data or any other Content, make any promises regarding outcomes using or based on the Data or have any duty to update the Data. Aequitas may modify or delete Data and any other Content from this website or any other source at any time without notice to you or to anyone else. Aequitas, its employees, directors, consultants and third party service providers may have, and may have clients with, positions in companies referenced in the Data and may, as principal or agent, buy securities or instruments in those companies from, and/or sell securities or instruments in those companies to, Aequitas’ clients. In addition, Aequitas may perform services or seek to perform services for those companies.
6. General Disclaimerof Warranties. The images, illustrations, designs, icons, photographs, video and audio clips, Data, text and graphics, and the look and feel, collection, arrangement and assembly of the content on this website, its structure, the domain name/URL for this website, the HTML code for this website, the logos and brand names of the services described on this website and other materials displayed on this website (collectively, the "Content") are provided "AS IS", and to the maximum extent permitted by applicable law, Aequitas disclaims all warranties, express and implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, course of dealing, course of performance, usage in the trade, title, quiet enjoyment, data accuracy and non-infringement. Without limiting the preceding general disclaimer, Aequitas does not warrant that your use of this website, the Data or any other Content will be uninterrupted or error free, that defects in this website or the Content will be corrected or that this website or the Content is free from viruses or other harmful components. Although Aequitas makes reasonable efforts to ensure that the Data and other Content is accurate and up to date, Aequitas does not make any representations or warranties regarding the use, validity, correctness, accuracy, reliability or truthfulness of this website, any Content, any websites that link to this website, or any links on this website to other websites unless and only to the extent (a) you have an account with or are a client of Aequitas and (b) there are express representations and warranties regarding this website, that Data or other Content or any other website in a written agreement that has been executed by a duly authorized representative of Aequitas.
7. Limitationof Liability. Except as expressly provided in a written agreement that has been executed by a duly authorized representative of Aequitas, (a) under no circumstances will Aequitas, its suppliers, shareholders, directors, officers, employees or agents, be liable for any loss of data, loss of use, lost profits, cost of cure, any damages caused by viruses or bugs, any hardware, software or phone line malfunction, any failures or delays in computer transmissions or network connections, or any direct, indirect, special, punitive, exemplary, incidental or consequential damages, arising out of your use or inability to use this website, the Data or other Content, even if those damages are foreseeable and even if Aequitas has been advised of the possibility of those damages; (b) if your use of this website, the Data or other Content results in the need for service, repair or correction of equipment, software or data, you assume all cost related to that service, repair and correction; and (c) by using this website, the Data or any other Content, you agree that Aequitas' maximum aggregate liability to you for all claims arising from or related to this website, any Data or other Content and all Transmissions is limited to $1,000. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
9. United States Government Restricted Rights. This website, the Data and the other Content are "commercial items" as that term is defined at FAR 2.101 (Oct 1995), are provided to the United States Government only as a commercial item and are provided with "RESTRICTED RIGHTS". Use, duplication or disclosure of this website, any Data or any other Content by the United States Government is subject to restrictions as provided in applicable law and regulations. Consistent with FAR 12.212 and DFARS 227.7202 (Jun 1995), all United States Government end users have only those rights set forth in these Terms. Use of this website, any Data or other Content by the United States Government constitutes its acknowledgement of Aequitas' proprietary rights in those items.
10. Termination. If you breach or otherwise fail to comply with these Terms, your right to access and use this website will terminate immediately without notice.
11. Intellectual Property Rights.
11.1 Ownership. This website includes or may include registered and unregistered copyrights, trademarks, service marks and trade dress, as well as publicity rights and/or other intellectual property, owned by Aequitas or used by Aequitas with permission of their owners. The Content is protected by United States copyright, trademark and other intellectual property laws and international treaty. Unauthorized reproduction, distribution or modification is subject to civil and criminal penalties.
11.2 Your Rights to Use Aequitas’ Intellectual Property. Aequitas grants you the right to make a reasonable number of copies of the Data and other Content for the sole purpose of evaluating whether you wish to apply for an account, or to enter into a business relationship, with Aequitas (collectively, the "Permitted Purpose"). You will not: (a) distribute, transmit, disclose or provide the Data, any other Content, or any notes, summaries, excerpts or abstracts of any Content, to anyone other than to your professional advisors (and if you are a legal entity, to your employees and independent contractors) in each case who have a need to know that Content in connection with a Permitted Purpose and in any event only if the person to whom you disclose the Content is bound by restrictions that are as protective of the Content as those in these Terms; or (b) remove or obscure any disclaimer or any copyright, trademark, patent or other proprietary rights legends on the original or any copies of the Content or modify the Content in any other way. If you are a broker, dealer, banker or investment advisor, the term "Permitted Purpose" also includes evaluating whether one or more of your clients or potential clients wishes to apply for an account or to enter into a business relationship with Aequitas. You will be responsible for any breach of these Terms by any person who receives Content from or through you. Your rights under this section are not assignable or transferable.
11.3 Aequitas' Rights to Use Your Intellectual Property. In consideration of your right to access this website, use the Content and for other good and valuable consideration, you grant Aequitas a non-exclusive license to commercially exploit, copy, modify, distribute, disclose, publish, make, have made, import, and otherwise use any of your communications to Aequitas and any suggestions, recommendations or input you make regarding the Data or other Content, this website, any Aequitas services, other products or business and all related intellectual property rights.
11.4 No License. Except as expressly described in Section 11.2 above, nothing in these Terms or elsewhere in this website grants to you, by implication, estoppel or otherwise, any license or right to use this website or any Content without the prior written permission of Aequitas. All such rights are reserved.
11.5 Notice of Copyright and Other Infringement. Aequitas will use commercially reasonable efforts to promptly process, investigate and respond to all claims of intellectual property infringement and will take appropriate action under the Digital Millennium Copyright Act and other applicable intellectual property laws. Upon receipt of a notice that complies with the Digital Millennium Copyright Act, Aequitas will act to promptly remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and to any reference or link to material or activity claimed to be infringing. Send any notice of claimed copyright infringement to the address or telephone number below:
Aequitas Capital Management, Inc.
5300 Meadows, Road, Suite 400
Lake Oswego, Oregon 97035
Attn: Legal Department
Telephone: (503) 503-419-3500
Fax: (503) 419-3530
Please include in the subject line the word "copyright" for all claims of copyright infringement and the words "intellectual property" for all claims of any other intellectual property infringement.
12. GoverningLaw. All disputes relating to the Content, the Transmissions, these Terms or this website will be governed by the laws of the State of Oregon, and to the extent applicable, the federal laws of the United States of America, except that neither their choice of law rules nor the Convention for the International Sale of Goods will apply.
13. Arbitration. Except as expressly provided otherwise in a separate written agreement that has been executed by a duly authorized representative of Aequitas, all disputes (whether in contract, tort or otherwise, whether statutory or common law and whether pre-existing, present or future) against Aequitas or any of its agents, employees, successors and assigns, relating to the Content, the Transmissions, these Terms, any other part of this website or your relationship with Aequitas (whether in contract, tort or otherwise, whether statutory or common law and whether pre-existing, present or future) will be resolved by binding arbitration administered by the Arbitration Service of Portland, Inc. ("ASP") under its arbitration rules then in effect. You may obtain a copy of those rules by writing to ASP at 620 SW 5th Avenue, Suite 1010, Portland, Oregon 97204, by downloading the rules from ASP's website, www.arbserve.com, or by telephoning ASP at 503-226-3109 or 1-800-423-1216. That arbitration will be conducted before a single neutral arbitrator and will be limited solely to the dispute between Aequitas and you, the user. The arbitration will be conducted in Portland, Oregon, or by telephone or online. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Either you or Aequitas may, without violating this provision, seek from a court any equitable relief that may be necessary to protect the rights or property of that person pending the appointment of an arbitrator (or pending the arbitrator's determination of the merits of the controversy), and in those cases, you irrevocably submit to the jurisdiction of any state or federal court sitting in Portland, Oregon, you waive any objection to jurisdiction and venue in those courts and any claim that forum is inconvenient, and you agree not to initiate any proceeding against Aequitas or any of its agents, employees, successors or assigns in any other jurisdiction.
14. Headings. The section headings used in these Terms are for convenience of reference only, do not affect the construction or interpretation of the text of these Terms, and are not part of these Terms.
15. SeparateAgreements. If any provision of these Terms is unlawful, void or unenforceable for any reason, then that provision will be deemed to be deleted from these Terms and that deletion will not affect in any way the remaining provisions in these Terms.
16. Notices, Questions, Communications. If you have an account with Aequitas, you will ensure that your contact information is accurate and up to date, and you will promptly advise Aequitas of any changes to that information. You release Aequitas from all claims and liability resulting from your failure to receive any communications from Aequitas because of changes in your contact information that you have not conveyed to Aequitas. If you have an account with Aequitas, Aequitas may communicate with you by telephone, email, facsimile or any other means. You have the right to opt out of receiving certain types of communications from Aequitas by complying with the instructions in those communications. If you wish to contact Aequitas, please direct all inquiries (except for claims of copyright infringement) to firstname.lastname@example.org or telephone the administrator for this website at 503-419-3500. Send all notices, questions and communications regarding copyright infringement in the manner specified in Section 11.5 above. Aequitas may, but is not obligated to, monitor, review or retain your communications and other Transmissions. Your emails and other electronic communications with Aequitas, whether through this website or otherwise, may not be encrypted. Any data you send to us or to others via e-mail or any other wired or wireless communication may be accessed by unauthorized persons.
17. EntireAgreement. Except as described in Section 2 (Scope; Relationship with Other Agreements), these Terms reflect the entire agreement between you and Aequitas relating to the subject matter of these Terms. These Terms may not be modified in any way except in a writing signed by both you and a duly authorized officer of Aequitas or except as provided in Section 1 (Welcome; Agreement to Terms and Conditions; Future Changes to these Terms).
LAST UPDATED: 3/14/2011
Copyright 2011 – Aequitas Capital Management, Inc. All rights reserved.