Your use of the Website and Service is governed by the then current version of the Agreement in effect on the date of such use. JMC may, at its sole discretion, modify and replace the Agreement at any time and without prior notice to you by posting the updated Agreement on the Website. By using and accessing the Service, you acknowledge and agree to review the then current version of the Agreement prior to each such use. Your continued use of the Service after any modifications to the Terms have been published on the Service or otherwise provided to you constitutes your acknowledgement of, and binding agreement to, the then current Agreement. Notwithstanding the foregoing, the resolution of any dispute that arises between you and JMC will be governed by the Terms in effect at the time the events giving rise to such dispute occurred.
JMC further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Website at any time and for any reason including but not limited to, for scheduled or unscheduled maintenance, upgrades, improvements or corrections. You agree that JMC and its subsidiaries and affiliates will not be liable to you, or to any third party for any such modification, suspension or discontinuance.
The Service is available only to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. JMC may, in its sole discretion, refuse to offer the Service to any person or entity. The Service is not available to any Users suspended or removed from the Website or Service by JMC. By using the Service, you represent that you have not been previously suspended or removed from the Website or Service.
Some of our services, and certain web pages of the Website, are available only to those Users who have been authorized by us to access those services and web pages. Only Users of the Service who are Accredited Investors as defined in Regulation D Rule 501 adopted pursuant to the Securities Act of 1933 (“Accredited Investors”) with a valid User ID and password are authorized to access such services and web pages. Such authorization may require completion of an Accredited Investor Questionnaire and satisfactory background information screening and/or identification verification. By registering for, accessing, browsing, and/or otherwise using the services and/or web pages for which access is restricted to Accredited Investors, you represent and agree that you are an Accredited Investor. Should you cease to be an Accredited Investor at any time, you agree to immediately notify JMC and to refrain from accessing such restricted portions of the Website and/or Service. Further, because access to the restricted portions of the Website is limited by applicable law to Accredited Investors, you agree that you will not allow anyone to access such restricted portions of the Website, or share or disclose any information obtained through restricted portions of the Website with anyone, regardless of whether you believe such person or entity to also be an Accredited Investor.
As part of JMC’ authorization process, each user shall be required to provide, among other things, a valid email address. In providing your email address and agreeing to these Terms of Service, each authorized user consents to receiving email notifications from JMC concerning offerings. Additionally, users of the restricted portions of the Website are required to confirm their status as an Accredited Investor. In order for JMC to confirm that your representation regarding your status as an Accredited Investor is accurate when made and continues to be accurate from time to time, you agree to provide JMC with all information and documentation reasonably required by JMC to verify your status as an Accredited Investor, including without limitation, delivering a completed Accredited Investor Questionnaire, tax returns, brokerage statements, bank statements, resumes and other private financial information. Should you fail to provide information and documentation that confirms your status as an Accredited Investor ;JMC may immediately suspend, block or otherwise discontinue your access and use of the Website or Service. JMC may change its eligibility criteria at any time, for any reason, and without prior notice.
Your User Account and Password
In order to access certain features of the Services, you will have to create an account and become a registered user of the Services. If you create an account for the Services, you agree that any information you provide to JMC on registration for an account and at all other times will be true, accurate, current, and complete. Since the provision of certain features of the Services may depend on the continued accuracy of your account information, you also agree that you will ensure that this information is kept accurate and up-to-date at all times your account remains open.
Unauthorized use of the Services and our systems, including, but not limited to, unauthorized entry into our systems, misuse or sharing of User IDs passwords or misuse of any other information, is strictly prohibited. As you will be responsible for all activities that occur under your account, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and agree to promptly report any unauthorized or suspicious activity in your account to us by email at info@Graveside.com. You may be liable for any losses incurred by JMC or others due to any unauthorized use of your account. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. We reserve the right to suspend or cancel your account and/or password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
No Solicitation or Advice
None of the information contained in the publicly available portions of the Website constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Website has been prepared without reference to any particular User’s investment requirements or financial situation. The information and services provided on the Website are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where JMC is not authorized to provide such information or services. Some products and services described on the Website may not be available in all jurisdictions or to all clients.
You acknowledge that you are not relying on JMC or any of its affiliates, officers, directors, partners, agents or employees in making an investment decision. Always consider seeking the advice of a qualified professional before making decisions regarding your business and/or investments. JMC does not endorse any investments and shall not be responsible in any way for any transactions you enter into with other Users. You agree that JMC and its affiliates, officers, directors, partners, agents or employees will not be liable for any loss or damages of any sort incurred as a result of any interactions between you and other users.
Unauthorized use of the Website and our Service, including, but not limited to, unauthorized entry into our systems, the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Website in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of the Service. You agree that you will not engage in any activities related to the Website that are contrary to applicable laws or regulations. You may be liable for any losses incurred by JMC or others due to any unauthorized use of your account.
You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. JMC reserves the right at its discretion to suspend or cancel your account and/or password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
You are solely responsible for maintaining the confidentiality of your account and password and agree to promptly report any unauthorized or suspicious activity in your account to us by email at info@Graveside.com. You may also be liable for any losses incurred by JMC or others due to any unauthorized use of your account.
You agree not to upload, post, email, transmit, submit, or otherwise make available through the Website or Service any material or content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content. You further agree to not take any action that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract, including removing any copyright, trademark or other proprietary rights notices contained in or on the Website or Service.
You agree not to share or disclose to anyone any information obtained through the Website or Service about any investment offerings.
Distribution without Consent
You agree not to distribute in any medium any part of the Website or Service or any content available thereon without JMC’ prior written authorization. The only exceptions are where JMC makes available the means for such distribution through functionality offered by the Service.
You agree not to distribute in any medium any part of the Website or Service or any content available thereon without JMC’ prior written authorization. The only exceptions are where JMC makes available the means for such distribution through functionality offered by the Service.
Alterations or Modifications. You agree not to alter or modify any part of the Website or Service.
Transfers or Assignments
Submitting False, Defamatory or Harassing Information. You agree not to upload, post, email, transmit or submit or otherwise make available through the Website or Service any inappropriate, defamatory, infringing, obscene, false, misleading, inaccurate, harassing, threatening or unlawful material or content or imply that such content is sponsored or endorsed by JMC, any of its affiliates or any third parties. You further agree not to take any action that would defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Submitting False, Defamatory or Harassing Information. You agree not to upload, post, email, transmit or submit or otherwise make available through the Website or Service any inappropriate, defamatory, infringing, obscene, false, misleading, inaccurate, harassing, threatening or unlawful material or content or imply that such content is sponsored or endorsed by JMC, any of its affiliates or any third parties. You further agree not to take any action that would defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Submitting False, Defamatory or Harassing Information. You agree not to upload, post, email, transmit or submit or otherwise make available through the Website or Service any inappropriate, defamatory, infringing, obscene, false, misleading, inaccurate, harassing, threatening or unlawful material or content or imply that such content is sponsored or endorsed by JMC, any of its affiliates or any third parties. You further agree not to take any action that would defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
You agree not to use the Website or Service for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, consumer protection, unfair competition, and anti-discrimination laws or regulations or equivalent laws or regulations in foreign jurisdictions).
Transfers or Assignments
You agree not to transfer or assign these Terms, and any rights and licenses granted hereunder.
You agree not to access, tamper with, or use non-public areas of the Website or Service or any other computer systems or networks connected to the Service.
Breach of Security Measures
You agree not to breach any of JMC security or authentication measures.
Unauthorized Access or Contact
You agree not to gain unauthorized access to the Website, Service, any other JMC Website or service, or the computer systems or networks connected to the Service through hacking, password mining or any other means. You further agree not to contact any party or user other than as allowed through the Website or Service.
Generate Artificial Traffic
You agree not to use the Service to artificially generate traffic or page links to a Website or for any other purpose not expressly allowed under these Terms of Service.
You agree not to use the Service for any commercial uses or purposes, unless you obtain JMC prior written consent and approval. Such commercial uses include but are not limited to: (i) soliciting other Users for investments of any kind; (ii) offering or selling any products or services of any kind; (iii) making investment recommendations to other Users; and (iv) advertising, sponsorships, or promotions placed on or within the Website or Service.
Unlawful Schemes or Activities
Disabling Security Features
You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or any other computer systems or networks connected to the Service. You also agree not to circumvent, disable or otherwise interfere with features that prevent or restrict use or copying of any material or content or enforce Service or content use limitations.
You agree not to impersonate any person or entity, including any employee or representative of JMC, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials.
You agree not to: (i) use the Service or take any action that imposes or may impose (as determined by JMC in its sole discretion) an unreasonable or disproportionately large load on JMC’ or its third-party providers’ infrastructure or that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use and enjoyment of the Service; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Mail list, Listserv, or any form of auto-responder or “spam” on the Service; (v) use any robot, spider, Website search/retrieval application, or other device to retrieve or index any portion of the Service or collect information about its Users for any unauthorized purpose; or (vi) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
If you create an account and become a registered user of the Service, you agree to (i) provide accurate, current and complete information about you as may be prompted at registration (“Account Information”); (ii) maintain the security of your password and identification; (iii) maintain and promptly update your Account Information, and any other information that you provide to JMC, to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to your Account Information and any other information you provide to JMC.
All rights, title and interest in the Website and the Services is the exclusive property of JMC and its licensors, except as otherwise stated. The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Website (collectively, the “JMC Proprietary Property”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any User Content (as defined below), all JMC Proprietary Property is the copyrighted property of JMC, its affiliates and/or third party licensors. Your access to or use of the Services does not grant to you ownership of any content, code, data or any part of the JMC Proprietary Property. Any commercial or promotional distribution, publishing or exploitation of the JMC Proprietary Properties strictly prohibited unless you have received express, prior written permission from JMC or the otherwise applicable rights holder. JMC reserves all rights to the JMC Materials not expressly granted in the Terms.
Unless otherwise specified and except for any User Content (as defined below) published or made available on or through the Services, all content available on the Website is for your personal and non-commercial use only. All such content, including, without limitation, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “Services Content”), is owned or controlled by JMC, its affiliates or its licensors, and is protected by copyright and other intellectual property laws. Subject to the foregoing, you may print, copy and download any information or portion of such Services Content for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of theServices Content. You expressly acknowledge that you do not acquire any ownership rights in the Services Content by downloading any copyrighted material from or through the Services. You may not modify, copy, distribute, share, disclose, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use the Services Content in any other way for commercial or public purposes without JMC’s prior written approval, except as permitted on or through the Services or as otherwise permitted by applicable law.
All trademarks, service marks, logos, and trade names contained in the JMC Materials and/or the Services Content are proprietary to their respective owners. You are prohibited from using any such trademarks, service marks, logos, and trade names for any purpose, including but not limited to use as meta-tags on your or third parties’ websites, without prior written permission from the their respective owner(s).
The Service may allow you and other Users to submit, post, transmit and share content with other users, which may include, without limitation, personal and representative profiles and information sheets on certain private companies or other issuers, streaming feeds articles, documents, brochures, presentations, pictures, images, audiovisual works, other information materials and any user comments or other unedited or third party content submitted by you and other Users on or through the Services (collectively, “User Content”). With respect to such User Content submitted by you or any other Users of the Website or Service, you represent, warrant and affirm as follows:
- User Content is made available on or through the Service for informational purposes only and is not otherwise controlled by JMC. You understand that JMC does not guarantee any accuracy or confidentiality with respect to any such User Content, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Service.
- User Content you submit to the Service or JMC’ or any JMC licensee’s use of such User Content pursuant to these Terms, will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) violate any applicable laws, rules or regulations (including, without limitation, United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions); or (iii) require obtaining a license from or paying any fees and/or royalties by JMC to any third party for the performance of any services you have chosen to be performed by JMC or for the exercise of any rights granted in these Terms, unless you and JMC otherwise agree.
- All User Content and any information contained in such User Content are the sole responsibility of the person(s) who originated such User Content. This means that you, and not JMC, are entirely responsible for all User Content that you upload, post, transmit, or otherwise make available through the Service as well as any consequences of submitting and publishing your User Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish User Content you submit; and you license to JMC all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content for publication on the Service pursuant to these Terms of Service.
- By submitting User Content to JMC, you hereby grant JMC and its affiliates, sublicenses, partners, designees, and assignees a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Service and JMC’ (and its successors’ and affiliates’) business, including without limitation for promotion and redistribution of part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
- You hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service. The above licenses granted by you in User Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your User Content from the Service. You understand and agree, however, that JMC may retain, but not display, distribute, or perform, server copies of your User Content that has been removed or deleted.
- You may be exposed to User Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable and JMC makes no representations or warranties regarding any User Content, is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to any User Content and does not endorse any User Content submitted to the Service by any user or other licensor, as well as any opinion, recommendation, or advice expressed therein and all such content is offered “AS IS” and “AS AVAILABLE”.
JMC does not permit infringement of intellectual property rights on the Website or Service, and JMC will remove copyright infringing activities or related User Content if JMC is properly notified that such User Content infringes on another’s intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or that any material on the Website violates this Agreement or your intellectual property rights, please notify JMC as soon as possible by sending an email to info@Graveside.com, or by contacting JMC’ Agent (listed below), with the following information pursuant to the Digital Millennium Copyright Act (“DMCA”) (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C.§512(c)(3), for more information): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Website, sufficient for JMC to locate the material; (iv) your contact information, including your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Pursuant to Section 512(c)(2) of the DMCA, JMC designates the following agent to receive notifications of claimed infringement:
Great Neck, NY 11021
For the avoidance of doubt, only DMCA notices should go to JMC’ Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. We reserve the right to remove User Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, JMC will also terminate a User’s account if the user is determined to be a repeat infringer.
Interactions with Other Users
The Website and/or Service may allow you to correspond or otherwise interact with other Users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that such other Users are not affiliated with or controlled by JMC or its affiliates, and JMC cannot influence the investments, information, advice or services provided by them. Your correspondence or interaction with other Users is solely between you and such other Users. You agree that JMC and its affiliates will not be responsible or liable for any loss or damage of any sort incurred as the result of any interactions between you and other Users. Furthermore, if you provide any investments, information, advice or services to other Users through the Services, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, JMC or its affiliates.
If you have a dispute with one or more Users, you irrevocably and forever release JMC (and JMC’ affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Third Party Content
Use of Links
Account termination may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by contacting JMC customer service at info@Graveside.com or by deleting your account and discontinuing your use of the Website and Service. Any fees paid to the Company are non-refundable, unless otherwise specified and you shall remain obligated to pay all outstanding charges, if any, relating to your use of the Website or Service incurred prior to such termination. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Modification of Agreement
JMC reserves the right, in its sole and absolute discretion and without any prior notice to you, to modify, correct or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database or content) at any time. Such modification shall become a part of this Agreement and is automatically effective once posted on the Website. This Agreement may not be orally amended. JMC may also impose limits on certain features and services or restrict your access to all or a part of the Service without notice or liability. It is your responsibility to check these Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes your acceptance of those changes.
Fees and Payments
JMC may, now or in the future, charge fees for the use of the Service or certain features thereof. You agree to pay to JMC all applicable fees for the services purchased on or through the Website or Service under your account at the then-current rates for such services (including any applicable taxes). Service fees will be billed at the time you purchase any applicable services. Unless otherwise communicated to you by JMC in writing, all fees and charges are nonrefundable. JMC may change the fees for the use of the Service, or any service or feature provided thereon, or add new fees or charges, at any time. For any change in fees for services purchased under your account, JMC will send you a notice of such change in advance of such change (via email or a message posted on the Website).
JMC will bill all applicable charges through the payment method specified in your account (e.g. a credit card or electronic funds transfer). If you pay any applicable fees with a credit card, JMC may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any amounts described herein, and authorize JMC to charge all sums described herein to such credit card account. You agree to provide JMC updated information regarding your credit card and account upon JMC’ request and any time the earlier provided information is no longer valid.