THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURTS OR JURY TRIALS, CONTAINS CLASS ACTION WAIVERS, AND LIMITS THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE.
2. LAWS AND REGULATIONS
You agree to comply with all international, federal, state and local laws and regulations applicable to your access and use of the Website.
3. GOVERNING LAW AND JURISDICTION
4. ARBITRATION AND CLASS ACTION WAIVER
Please read this Arbitration Agreement (as defined below) carefully. It is part of your contract with StoneCastle and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Scope of Arbitration Agreement (“Arbitration Agreement”)
NOW OR IN THE FUTURE, THERE MAYBE LAWSUITS AGAINST STONECASTLE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS. SUCH CLAIMS, IF SUCCESSFUL, COULD RESULT IN SOME MONETARY RECOVERY TO YOU. THE EXISTENCE OF SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS DOES NOT MEAN THAT SUCH LAWSUITS WILL ULTIMATELY SUCCEED. BUT IF YOU AGREE TO ARBITRATION WITH STONECASTLE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVERY MONETARY OR OTHER RELIEF UNDER SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST STONECASTLE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
Arbitration Rules and Forum.
This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. The arbitration shall be conducted in New York, New York and the language of such arbitration shall be English. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, United Corporate Services, Inc., 874 Walker Road, Suite C, Dover, Delaware, 19904. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. Payment of all filing, administration, and arbitration fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, StoneCastle will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.
Waiver of Class or Consolidated Actions.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor StoneCastle is entitled to arbitration. Instead, all claims and disputes will then be resolved in a court as set forth in Section 3 (Governing Law and Jurisdiction) above.
6. NO WARRANTIES
All content, products, and services on the Website, or obtained from a Linked Site, are provided to you “as is” and “as available” without warranty of any kind either express or implied.
WE EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES, TERMS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS AND SATISFACTORY QUALITY.
StoneCastle does not endorse and is not responsible for: (a) the accuracy or reliability of any opinion, advice, or statement made through the Website by anyone; (b) any content provided on Linked Sites; or (c) the capabilities or reliability of any product or service obtained from a Linked Site.
Other than as required under applicable law, under no circumstance will StoneCastle be liable for any loss or damage caused by a user’s reliance on information obtained through a Website or a Linked Site, or a user’s reliance on any product or service obtained from a Linked Site. It is the responsibility of the user to evaluate the accuracy, completeness or usefulness of any opinion, advice, or other content available through the Website or obtained from a Linked Site. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific opinion, advice, product, service, or other content.
7. LIMITATION OF LIABILITY FOR USE OF THE WEBSITE AND LINKED SITES
The information, software, products, and descriptions of services published on the WEBSite or a Linked Site may include inaccuracies or typographical errors, and StoneCastle specifically disclaims any liability for such inaccuracies or errors. StoneCastle does not warrant or represent that the content on the WEBSite is complete or up to date. StoneCastle is under no obligation to update any content on the WEBSite. StoneCastle may change the content on the WEBSite at any time without notice. StoneCastle may make improvements or changes to the WEBSite at any time.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED OR PROHIBITED, You agree that StoneCastle, its affiliates, and any of their respective officers, directors, employees, or agents will not be liable, whether in contract, tort, strict liability or otherwise, for any indirect, punitive, special, consequential, incidental or indirect damages (including without limitation lost profits, cost of procuring substitute service(s), or lost opportunity) arising out of or in connection with the use of the WEBSite or a Linked Site, or with the delay or inability to use the WEBSite or a Linked Site, even if StoneCastle is made aware of the possibility of such damages. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect a user’s equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. StoneCastle cannot and does not guarantee continuous, uninterrupted, or secure access to its Website.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU TO US FOR THE PRODUCT AT ISSUE IN THE THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM AND $50. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR A SERVICE OR PRODUCT, YOU SHALL BE LIMITED TO, AT MOST, INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, AND SHALL NOT BE ENTITLED TO ANY OTHER DAMAGES, REGARDLESS OF THE CAUSE OF ACTION.
NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (i) DEATH OR PERSONAL INJURY RESULTING FROM OUR WILLFUL MISCONDUCT; (ii) FRAUD OR FRAUDULENT MISREPRESENTATIONS; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.
8. Limitation of Liability for third party Services Through the WebSite
StoneCastle hereby disclaims any liability, whether based on contract, tort, strict liability or otherwise, including without limitation liability for any direct, punitive, special, consequential, incidental our indirect damages, in connection with the goods or services provided by any service provider, carrier, or other supplier through the WEBSite, including without limitation liability for any act, error, omission, injury, loss, accident, delay, or irregularity which may be incurred through the fault, negligent or otherwise, of such service provider, carrier, or other supplier, and you hereby exonerate StoneCastle from any liability with respect to the same.
9. Copyright and Trademarks
The trademarks, logos, service marks, slogans, and designs (“Marks”) displayed on the Website are the property of StoneCastle and other parties. Users are prohibited from using any Marks for any purpose including, but not limited to, use as metatags on other pages or websites on the World Wide Web without written permission.
All information and content, including any software programs available on or through the Website (“Content”), is protected by copyright. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any Content available on or through the Website for commercial or public purposes.
The Website may provide links to other websites or digital properties by allowing the user to leave this Website to access third-party material or by bringing the third-party material into this Website via “inverse” hyperlinks and framing technology (a “Linked Site”). StoneCastle has no discretion to alter, update, or control the content on a Linked Site. The fact that StoneCastle has provided a link to a website is not an endorsement, authorization, sponsorship, or affiliation with respect to such website, its owners, or its providers. There are inherent risks in relying upon, using, or retrieving any information found on the Internet. StoneCastle urges you to make sure you understand these risks before relying upon, using, or retrieving any such information on a Linked Site.
11. LINKED INTERNET SITES
StoneCastle prohibits caching, unauthorized hypertext links to the Website and the framing of any Content available through the Website. StoneCastle reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the Content available on any other Internet sites linked to the Website. Access to any other Internet Sites Linked to the Website is at the user’s own risk.
12. Confidentiality of User Communications
Postings by a user on any message board or in any chat room will not be protected as confidential or proprietary, and StoneCastle may use and provide information contained in any such postings (including any ideas, concepts, know-how or other intellectual property) to any of its parent company and affiliates fo rany purpose whatsoever and as deemed appropriate by StoneCastle. By posting to a Website, you grant StoneCastle and its affiliates an irrevocable, perpetual, sublicensable license and right to use, reproduce, modify, perform, publicly display, distribute, and otherwise fully exploit for any benefit and disclose to third parties any such material.
User should be aware that Linked Sites may contain confidentiality provisions that differ from the provisions provided herein. StoneCastle is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.
StoneCastle is under no obligation to review any messages, information or content (“Postings”) posted on the Website by users and assumes no responsibility or liability relating to any such Postings. Notwithstanding the above, StoneCastle may from time to time monitor the Postings on the Website and may decline to accept and/or remove any Postings that contain:
Any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any applicable local, state, national or international law.
Advertisements or solicitations of any kind.
Blog postings posted by users impersonating others.
Personal information such as messages which state phone numbers, social security numbers, account numbers, addresses, or employer references.
Messages by non-spokesperson employees of StoneCastle purporting to speak on behalf of StoneCastle or containing confidential information or expressing opinions concerning StoneCastle.
Messages that offer unauthorized downloads of any copyrighted or private information.
Multiple postings placed within individual articles by the same user restating the same point.
Chain letters of any kind.
14. Transmission of Personal Data
User should be aware that Linked Sites may contain transmission of personal data provisions that differ from the provisions provided herein. StoneCastle is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.
15. Your Contact with Affiliates
Your dealings or correspondence with, or participation in promotions of, affiliates found on or through the Website (including, without limitation, payment and delivery of related products or services, and any other terms, conditions, representations, or warranties associated with such dealings or correspondence) are solely between you and such affiliates. StoneCastle makes no representations or warranties with respect to any promotion content of, or any products or services that may be obtained from, such affiliates. You agree that StoneCastle will not be responsible or liable with respect to any loss or damage of any kind incurred as a result of: (a) any such dealings or correspondence between you and such affiliates, (b) content, products or services of such affiliates, or(c) the presence of such affiliates on the Website.
16. Access to Password Protected and Secure Areas
Access to and use of password protected and/or secure areas of the Website is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Website may be subject to prosecution. You agree to protect the confidentiality of your user identification and passwords, and to be responsible for any unauthorized use.
17. Use of “Cookie” File Features
18. No Investment Advice or Offers
Nothing in the Website constitutes investment advice. StoneCastle provides investor relations materials for convenience and information only. In addition, investor relations materials and other Website content are not offers to sell or solicitation of an offer to buy any security.
19. Forward Looking Information
Certain information on this Website contains certain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. The words “believe,” “expect,” “anticipate,” “optimistic,” “intend,” “aim,” “will,” or similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. StoneCastle undertakes no obligation to update publicly or revise any forward-looking statements.
20. Press Releases
All press releases and other materials presented or released that are contained on the Website were, to the best of StoneCastle’s knowledge, timely and accurate when issued. However, the passage of time can render information stale, and you should not rely on the continued accuracy of any such material beyond the date of issuance. StoneCastle has no responsibility to update any information contained in any such material. All viewers should carefully check the dates of issuance of the material contained in the Website.
21. Digital Millennium Copyright Act - Notification to StoneCastle Regarding Alleged Copyright Infringement
StoneCastle avails itself of the protections under the terms of the Digital Millennium Copyright Act (the “Act”). StoneCastle reserves the right to remove any Content on the Website which allegedly infringes another person’s copyright. Notices to StoneCastle regarding any alleged copyright infringement on the Website should be directed to firstname.lastname@example.org.