Last Revision Date: February 22, 2012
This Agreement sets forth the terms and conditions that apply to your access and use of the Internet Web site owned and operated by Black Mountain Capital Management LLC, a Massachusetts corporation (“Black Mountain Capital Management”), and located at http://www.StockRover.com (“StockRover.com”). By accessing and using StockRover.com you agree to be bound by the terms and conditions of this Agreement and Stock Rover’s Privacy and Security Policy, as they may be amended from time to time in the future (see “Modifications” below).
Accepting the Terms
By clicking “Accept” or otherwise accessing or using the information, tools, features and functionality located on StockRover.com or its associated email, telephone, and other messaging systems (collectively referred to as “Stock Rover” or the “Service”), you are entering into a binding contract with Black Mountain Capital Management and you agree to be bound by all of the terms and conditions of this Agreement, whether you are a “Visitor” (that is, you have not registered with Stock Rover) or you are a “Registered User” (that is, you have registered your account with Stock Rover). The term “you” or “User” refers to a Visitor or a Registered User. The terms “we”, “us” and “our” refer to Black Mountain Capital Management. If you wish to become a Registered User, communicate with other Registered Users and access and make use of the Service, you must read this Agreement carefully in its entirety and indicate your acceptance of all of its terms at or before obtaining full access to the Service.
You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Black Mountain Capital Management. By accepting this agreement, you represent that you have the capacity to be bound by its terms, or, if you are acting on behalf of a company or other entity, that you have the authority to bind such entity, in which case the terms “you” and “User” refer to such company or other entity. Before you register for the Service, you should print or save a local copy of this Agreement for your records.
Privacy and Personal Information
For information about Black Mountain Capital Management’s data protection practices, please read Black Mountain Capital Management’s Privacy and Security Policy, which is hereby incorporated into this Agreement. The Privacy and Security Policy explains how Black Mountain Capital Management treats your personal information when you access StockRover.com and use the Service. The Privacy and Security Policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.
Description of the Service
Stock Rover is a powerful equity research platform for the individual investor. The advanced Web 2.0 technology provides users with a comprehensive financial workstation to perform fundamental and technical analysis on investable securities. This innovative web based product is the next generation of stock picking and investment decision-making. Based on the information you submit to the Service, the Service may also present information related to third party products or services of potential interest to you (“Third Party Offers”).
The Service is provided to you solely as a means of helping you view, organize, and analyze investment based financial information. The Service does not provide legal, tax, trading, investment, or other advice, and you are solely responsible for any decisions you make, and the consequences thereof, on the basis of any information provided by the Service. You agree that you are responsible for verifying the accuracy of any information provided by the Service, and that the Service makes no express or implied warranty about the accuracy of the information it provides to you. No offer or solicitation to buy or sell securities, securities derivative or futures products of any kind, or any type of legal, tax, trading, investment advice, recommendation or strategy, is made, given or in any manner endorsed by Black Mountain Capital Management, the Service, or any affiliated third party.
Account Information from Third Party Sites
With the Service, you may direct us to retrieve your own information maintained online by third-party financial institutions with which you have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). Stock Rover works with one or more online financial service providers to access this Account Information. We make no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. Black Mountain Capital Management is not responsible for the products and services offered by or on third-party sites.
We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any Account Information, user data, communications or personalization settings, or any content you post on, or provide, or provide access to in connection with the Service (collectively, “Content”). For example, when displayed through the Service, Account Information is only as fresh as the time shown, which reflects when the Account Information is obtained from such sites. Such Account Information may be more up-to-date when obtained directly from the relevant sites.
By using the Service, you expressly authorize us to access your Account Information maintained by identified third parties, on your behalf as your agent. When you use the “Add Accounts” feature of the Service, you will be directly connected to the website for the third party you have identified. Stock Rover will submit information including usernames and passwords that you provide Stock Rover to log onto such site. You hereby authorize and permit us to access, use and store information submitted by you to the Service to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information.
For all purposes hereof, you hereby grant Black Mountain Capital Management a limited power of attorney, and you hereby appoint Black Mountain Capital Management as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN Black Mountain Capital Management ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, Black Mountain Capital Management IS ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the service is not endorsed or sponsored by any third party account providers accessible through the service.
Your Registration Information
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your Login ID email address, allows you to access the Service. That Login ID and password, together with any mobile number or other contact information you provide form your “Registration Information.” By providing us with your email address, you agree to receive all required notices electronically, to that email address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the email or through a link to the appropriate page on our site, accessible through any standard, commercially available Internet browser. If you become aware of any unauthorized use of your Registration Information, you agree to notify us immediately at the email address firstname.lastname@example.org.
Provide Accurate Information
You are only entitled to access and use Stock Rover for lawful purposes. Accurate records enable us to provide the Service to you. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites as requested in our “add account” setup forms and you agree to not misrepresent your identity or your account information. You agree not to use the Service for anyone but yourself except as provided by sharing functionality within the Service. You agree to keep your account information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected. You agree not to share your password or other security information with others. You agree to promptly revoke any sharing access you grant to other Users of the Service when you do not want them to continue to have sharing access to your Content or personal data residing on the Service.
Rights You Grant to Us
By accepting this agreement, you grant Black Mountain Capital Management a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Content that you post on, or provide, or provide access to in connection with the Service (“Content License”). By submitting or providing us with access to this Content through Stock Rover, you represent that you are entitled to submit it or provide access it to us, without any obligation by us to pay any fees or other limitations. This Content License ends when you delete your Content or your account, unless your Content has been shared with others or in public forums and has not been deleted by administrators or by those with whom you shared your Content. You agree that others may copy your Content if you make it accessible to them and that Black Mountain Capital Management is not responsible for any consequent use of your Content. You agree that Black Mountain Capital Management may share your Content with third-party sites solely in order to provide you with the Service and that between Black Mountain Capital Management and any third-party, Black Mountain Capital Management owns the license to any such Content and confidential account information.
Third Party Content and External Links
Some information made available on or through the Stock Rover is provided by third parties such as news services or sponsors (“Third Party Content”). The inclusion or appearance of Third-Party Content on or through Stock Rover does not indicate any approval or endorsement by Black Mountain Capital Management of such Third-Party Content. Black Mountain Capital Management is not responsible for, and hereby disclaims any and all liability that may arise from Third-Party Content or the act of accessing, browsing, or otherwise using such Third Party Content. Stock Rover contains links to third-party web sites (“External Sites”). The content of such External Sites is developed and provided by others. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
Stock Rover’s Intellectual Property Rights
The contents of StockRover.com, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of StockRover.com belong or are licensed to Black Mountain Capital Management or its software or content suppliers. Black Mountain Capital Management grants you the right to view and use StockRover.com subject to these terms. You may download or print a copy of information provided on StockRover.com for your personal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from StockRover.com in whole or in part for any other purpose is expressly prohibited without our prior written consent. You are permitted to use content delivered to you through the service only on the Service. Except as expressly provided for by the Service, you may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the service.
The trademarks, service marks, and logos of Black Mountain Capital Management used and displayed on StockRover.com are registered and unregistered trademarks or service marks of Black Mountain Capital Management. Other company, product, and service names located on StockRover.com may be trademarks or service marks owned by third-parties. Nothing on StockRover.com should be construed as granting any license or right to use any trademark displayed on StockRover.com without the prior written consent of Black Mountain Capital Management specifically for each such use. Use of any trademarks as part of a link to or from any site is prohibited unless Black Mountain Capital Management approves the establishment of such a link by prior written consent. Rights of Others You agree that you will not post or provide access to any Content or take any action using the Service that violates any law under any applicable jurisdiction, including without limitation that governing this Agreement, the Service, and your residence. You agree that you will not post or provide access to Content belonging to anyone else without first obtaining permission. You agree that Black Mountain Capital Management may, at its sole discretion, delete, hide, or otherwise make inaccessible your user profile or any Content or information you post using the Service if Black Mountain Capital Management has reasonable cause to believe that such Content is in violation of this Agreement, and you agree to hold Black Mountain Capital Management harmless from any damages, direct or consequential, that may result from such an action. You agree not to collect information from other Users without first notifying them that you are not acting on behalf of the Service or Black Mountain Capital Management and obtaining their express consent. You will not use the Service to disseminate, in any form, personally identifiable information, including without limitation account numbers, passwords, addresses, or identification documents.
Unauthorized Uses of the Service
You agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service, without the express written consent of Black Mountain Capital Management, which may be withheld in its sole discretion. You agree not to use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Service, other than the search engines and search agents available through the Service and other than those mechanisms provided by generally available third-party web browsers (such as Google Chrome, Mozilla Firefox or Microsoft Internet Explorer). You agree not to post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Service. You agree not to attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way operating any part of the Service. You agree not to send a large number of requests to the Service with the intention of denying the Service to other Users or in any volume that denies the use of the Service to anyone, whether intentional or unintentional.
No Provision of Advice
YOU AGREE THAT THE SERVICE DOES NOT PROVIDE TRADING, INVESTING, FINANCIAL, TAX, LEGAL, OR OTHER ADVICE, AND YOU ACCEPT SOLE RESPONSIBILITY FOR THE CONSEQUENCES OF ANY DECISIONS YOU MAY MAKE BASED ON INFORMATION YOU OBTAIN FROM THE SERVICE. THE SERVICE IS NOT A FINANCIAL PLANNER, INVESTMENT ADVISOR, BROKER OR TAX ADVISOR. The Service is intended only to assist you in your financial organization and decision-making and is broad in scope. Your personal financial situation is unique, and any information and advice obtained through the Service may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should obtain additional information and advice from your accountant or other financial advisors who are fully aware of your individual circumstances.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW Black Mountain Capital Management EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
WITHOUT LIMITING THE PARAGRAPH ABOVE, Black Mountain Capital Management MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Black Mountain Capital Management THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
LIMITATION OF LIABILITY
YOU AGREE THAT NEITHER Black Mountain Capital Management NOR ANY OF ITS AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF Black Mountain Capital Management HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; (vii) Black Mountain Capital Management’S ACCESS OF YOUR ANY OTHER MATTER RELATING TO THE SERVICE.
YOU MAY HAVE THE OPPORTUNITY TO PROVIDE OTHER USERS WITH ACCESS TO YOUR ACCOUNT INFORMATION. THIS IS A TOOL OFFERED THROUGH StockRover.COM TO ENABLE COLLABORATION BETWEEN USERS AT THEIR SOLE DISCRETION. YOUR ACCOUNT INFORMATION INCLUDES SENSITIVE AND PRIVATE INFORMATION AND YOU ARE FULLY RESPONSIBLE FOR ALL OF THE CONSEQUENCES ASSOCIATED WITH PROVIDING YOUR INFORMATION TO OTHER USERS TO WHOM YOU GRANT ACCESS TO YOUR ACCOUNT. YOU SHALL NOT HOLD Black Mountain Capital Management NOR ANY OF ITS AFFILIATES LIABLE FOR ANY HARMS, AS DESCRIBED ABOVE, THAT MAY RESULT FROM OR RELATE TO SUCH USERS ACCESSING YOUR ACCOUNT INFORMATION. Black Mountain Capital Management DOES NOT CONTROL AND SHALL NOT BE RESPONSIBLE FOR THE ACTS OF OTHER VISITORS OR USERS TO WHOM YOU HAVE GRANTED ACCESS TO YOUR FINANCIAL OR OTHER INFORMATION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, Black Mountain Capital Management’S LIABILITY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OR CAUSE OF ANY CLAIM MADE AGAINST Black Mountain Capital Management IN CONJUNCTION WITH YOUR USE OF THE SERVICE, SHALL NOT EXCEED, IN THE AGGREGATE, $500.00 (FIVE HUNDRED US DOLLARS) OR THE SUM OF ANY AMOUNTS PAID TO Black Mountain Capital Management FOR YOUR USE OF THE SERVICE IN THE PRECEDING 12 (TWELVE) MONTHS, WHICHEVER IS GREATER. Indemnification of Black Mountain Capital Management You agree to protect and fully compensate Black Mountain Capital Management and its affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys fees) caused by or arising from your use of the Service, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.
You further agree that if any third party brings any claim or action against Black Mountain Capital Management or any of its affiliates arising out of or related to your use of the Service, to indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including without limitation reasonable legal fees and costs) related to any such claim.
Amendment of this Agreement
Black Mountain Capital Management may amend this Agreement at its sole discretion from time to time by providing you reasonable notice of the proposed changes and an opportunity to cancel and delete your account if you refuse to accept the amended changes. You agree that Black Mountain Capital Management’s providing details of any amendments and the new agreement to your email address on file constitutes acceptable notice of the amendments, and you agree to be bound by the amended Agreement by continuing to use the Service after the new Agreement has been sent to that address and posted on the Service.
Governing Law and Forum for Disputes
This Agreement, and your relationship with Black Mountain Capital Management under this Agreement, shall be governed by the laws of the Commonwealth of Massachusetts. Any dispute with Black Mountain Capital Management, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the small-claims court of the Commonwealth of Massachusetts, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Black Mountain Capital Management may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Black Mountain Capital Management is able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement.
You also acknowledge and understand that, with respect to any dispute with Black Mountain Capital Management, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement: YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
Termination of the Agreement
Black Mountain Capital Management reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of Stock Rover, at any time and for any reason or no reason, without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability. User Must Comply with Applicable Laws StockRover.com is administered and operated by Black Mountain Capital Management from its principal office in the Commonwealth of Massachusetts, United States, and it is not intended to subject Black Mountain Capital Management to the law or jurisdiction of any country or territory outside of the United States. We make no claims concerning whether StockRover.com may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the StockRover.com from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. The United States controls the import and export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any information through StockRover.com to countries or persons where prohibited under applicable laws. By accessing StockRover.com, you expressly agree that you are not in a country where such access is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction. Miscellaneous If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
Reservation of Rights
You agree that if Black Mountain Capital Management does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Black Mountain Capital Management has the benefit of under any applicable law), this will not be taken to be a formal waiver of Black Mountain Capital Management’s rights and that those rights or remedies will still be available to Black Mountain Capital Management. No waiver shall be effective against Black Mountain Capital Management unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts. Except as expressly agreed by the Company and you, all of the terms and conditions of this Agreement, except for any right you may have to use the Service, shall survive any expiration or termination of this Agreement.
This Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter, and supersedes all other previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter described in this Agreement. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement is personal and you may not assign or transfer this Agreement any of your rights or obligations under this Agreement. This Agreement will inure to the benefit of Black Mountain Capital Management’s successors, assigns, licensees, and sublicensees.