Latest update: April 9, 2014
Terms and Conditions Regarding Your Use of This Website
You hereby represent and warrant that: (a) prior to using the Website, you have read, understood and agreed to be bound by this Agreement; (b) you have the power, competence and authority to accept this Agreement; and (c) you are at least eighteen (18) years old. You further covenant that: (a) you shall not use any rights granted hereunder for any unlawful purpose; (b) you shall use the Website only as set forth in this Agreement; (c) your use of the Website will be in compliance with all applicable international, federal, state, and local laws; and (d) you will not interfere with or disrupt the Website or networks connected to the Website. Other representations and warranties by you are referred to elsewhere in this Agreement.
Not an Offer or Solicitation of an Offer to Buy or Sell Securities; and Not Providing Investment Advice
This Website and the Materials (defined below) contained therein are for informational purposes only. They have not been personalized or tailored to any particular user's investment objectives or financial situation and the securities, financial instruments, investment products and trading strategies discussed may not be suitable for you. None of the information contained on the Website constitutes an offer to buy or the solicitation of any offer to sell any security or other financial instrument or investment product or to participate in any particular trading strategy. Venovate Holdings does not provide legal, tax, accounting or investment advice, nor does it make any representation regarding the suitability or profitability of any security, financial instrument, investment product or trading strategy. Venovate Advisors provides advice solely to individuals and entities that have executed Venovate Advisors’ Client Relationship Agreement and have acknowledged receipt of a copy of both Venovate Advisors’ and Loring Ward’s forms ADV part 2. Nothing on the Website should be construed to be a recommendation regarding an investment opportunity or the investment merits of any company or fund identified on the Website. Similarly, nothing on the Website should be construed to be an endorsement by Venovate Holdings, Venovate Advisors, or an affiliated company, of any such investment opportunity or investment merits of any company or fund identified on the Website. Neither Venovate Holdings nor Venovate Advisors offer securities or brokerage services. Applications that provide securities and brokerage services are offered by broker-dealers that are responsible for the content and operation of those applications. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC SECURITY, INDEX, REPORT, OPINION, ADVICE OR OTHER MATERIALS CONTAINED ON THE WEBSITE
When you visit this Website or send e-mails to us, you are communicating with us electronically (such visits or e-mails, "Communications"). You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Any email sent to you from us (and all information contained or attached) is intended to be confidential and privileged communication for the sole use of the intended recipient(s). Access to such e-mails by anyone else is unauthorized, and please be aware that any disclosure, copying, distribution or other use of the information is unauthorized and may be unlawful.
Your Interactions with Other Members
You are solely responsible for your interactions with other visitors to our Website. Venovate makes no representations or warranties as to the conduct of visitors and users of the Website or their compatibility with any current or future visitors. In no event shall Venovate be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, punitive and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Website, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users of the Website or persons you meet through the Website.
Communication Monitoring by Venovate
Venovate, its affiliates and agents are entitled, and in some situations obligated, to retain your Communications. We may monitor your Communications to evaluate the quality of service you receive, your compliance with this Agreement, the security of the services provided by Venovate on the Website, and for other reasons. You hereby agree that these monitoring activities do not and will not entitle you to any cause of action or other right with respect to the manner in which Venovate monitors your Communications.
Content Posted by You on the Website
You are solely responsible for any content that you publish or display (hereinafter, "post") on the Website, or transmit to other visitors to the Website. You will not post on the Website, or transmit to other visitors, any defamatory, derogatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights. You will not provide inaccurate, misleading or false information to Venovate or to any other visitor or user. If information provided to Venovate, or another visitor to the Website subsequently becomes inaccurate, misleading or false, you will promptly notify Venovate of such change. You understand and agree that Venovate may review and delete any content, messages, double-blind emails, videos, photos or profiles (collectively, "Content"), in each case in whole or in part, that in the sole judgment of Venovate violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of other visitors of the Website. By posting Content to the Website, you automatically grant, and you represent and warrant that you have the right to grant, to Venovate, its licensees, and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your content by Venovate will not infringe or violate the rights of any third-party. Venovate reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Website and terminating the access to the Website of such violators. The following is a partial list of the kind of Content that is illegal or prohibited on the Website. It includes, but is not limited to, Content that:
1. is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
2. harasses or advocates harassment of another person;
3. involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming";
4. promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
5. promotes an illegal or unauthorized copy of another person' s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
6. contains restricted or password only access pages, or hidden pages or images;
7. provides material that exploits any person, or induces anyone to provide personal information under false pretenses;
8. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
9. solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and
10. engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
Intellectual Property Rights
This Website, as well as the design of, content, text, and "look and feel," including, but not limited to real-time and other information, photographs, images, audio and video and graphics contained on, available on or through the Website (“Materials”) are protected by copyright, trademark, service mark, patent, trade secret or other proprietary rights and laws of the United States and other countries. Unauthorized use of this Website and the Materials, including, but not limited to copying (e.g., screenshots) and/or reproducing (e.g., publishing on another website) any of the Materials, is prohibited. Venovate will enforce its intellectual property rights, including applicable copyright, trademark, patent, trade secret or other intellectual property laws or other laws against infringers. The copyrights, trademarks, service marks, trade secrets and other Materials are registered and/or common law copyrights, trademarks, service marks, trade secrets and proprietary material of Venovate and various third parties. Nothing on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the Materials without the express written consent of Venovate or such other party as may own the proprietary rights, which consent may be withheld, delayed or conditioned in Venovate’s sole and absolute discretion.
The Materials are owned, licensed or controlled by Venovate Holdings, Venovate Advisors, or third parties. Other than in connection with the utilization of the services offered on the Website, any use of the Materials contained or provided through the Website is strictly prohibited. Notwithstanding the foregoing, you may view, print and download a single, unaltered, permanent copy or one temporary copy in a single computer's memory of the Materials for your personal noncommercial use, provided that you maintain all copyright, trademark and other notices contained on the Materials. You may not otherwise copy, reproduce, alter, store¡ªeither in hard copy or in an electronic retrieval system-license, transmit, display, broadcast, create a derivative work from, publish, rent, sublicense, distribute or otherwise use in whole or in part in any other manner the Materials without our prior written consent, which consent may be withheld, delayed and conditioned in our sole and absolute discretion. Request for such consent must be made in writing to Venovate Holdings. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, service marks or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our Copyright Agent, pursuant to the Digital Millennium Copyright Act (17 U.S.C. 512(c), with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website; your address, telephone number, and email address; a written 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; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Venovate’s Copyright Agent for notice of claims of copyright infringement can be reached as follows: Venovate Holdings / 550 Montgomery Street, Suite 750 / San Francisco, CA 94111 / Attn: Business Operations. In an effort to protect the rights of copyright owners, Venovate maintains a policy for the termination in appropriate circumstances of subscribers and account holders of the Website who are repeat infringers.
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 Website or any portion of the Website, without Venovate Holdings’ permission;
- 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 Website, other than the search engines and search agents available through the Website and other than generally available third-party web browsers (such as Microsoft Explorer);
- 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 Website; or
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Website.
DUE TO THE NUMBER OF SOURCES FROM WHICH THE MATERIALS ON THE WEBSITE ARE OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, ERRORS OR INACCURACIES IN THE MATERIALS, AND ALTHOUGH THE MATERIALS PROVIDED ON THE WEBSITE HAVE BEEN OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE, THEY ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. VENOVATE HOLDINGS, ITS AFFILIATES, SUBSIDIARIES, AND THEIR AGENTS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY DISCLAIM WITH RESPECT TO THIS WEBSITE, AND THE MATERIALS, ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESSED, IMPLIED, OR STATUTORY TO YOU AND/OR ANY THIRD-PARTY, INCLUDING, BUT NOT LIMITED, TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, RELIABILITY, NON-INFRINGEMENT, OR ANY REPRESENTATIONS OR WARRANTIES ARISING FROM USAGE OR CUSTOM OR TRADE OR BY OPERATION OF LAW. ACCORDINGLY, IN NO EVENT SHALL VENOVATE HOLDINGS, ITS AFFILIATES, SUBSIDIARIES AND ALL OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, LICENSEES, AND THEIR RESPECTIVE ASSIGNS (COLLECTIVELY, THE “PROTECTED PARTIES”) BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER OR NOT VENOVATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES FOR (i) ANY ERRORS OR OMISSIONS IN THE MATERIALS OR OTHER RESOURCES AND DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO THE MATERIALS; (ii) ANY DELAYS, ERRORS OR INTERRUPTIONS IN THE TRANSMISSION OF ANY INFORMATION; OR (iii) LOSS OR DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR BY ANY REASON OF NONPERFORMANCE. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER A CLAIM ARISES IN CONTRACT, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE.
Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages may not apply to you, and the respective liability of the Protected Parties is limited to the greatest extent allowable under applicable law in those states. In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liabilities or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, then you expressly agree that under no circumstances will the total, aggregate liability of the Protected Parties to you or any party claiming by or through you for any cause whatsoever exceed the dollar amount of fees and other charges actually paid by you to Venovate during the 12 months preceding such claim by or through you, regardless of the form of action and whether in contract, statute, tort, negligence, strict liability or otherwise. The limitations of liability set forth above shall survive beyond any termination of this Agreement.
Links to Third-Party Sites
Blocking of IP Addresses
In order to protect the integrity of the Website, Venovate reserves the right at any time in its sole and absolute discretion to block persons from certain IP addresses from accessing the Website.
Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be in an appropriate state or federal court located in the County of San Francisco, State of California and the parties unconditionally waive their respective rights to a jury trial. Any cause of action you may have with respect to your use of this website must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. A printed version of this Agreement shall be admissible in judicial or administrative proceedings.
Indemnity by You
You agree to indemnify and hold the Venovate harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your use of the Website in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.
No Third-Party Beneficiaries
You agree that, except for where expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
Either you or Venovate may terminate this Agreement with or without cause at any time and effective immediately. You may terminate this Agreement by discontinuing your use of the Website and by destroying all materials obtained from the Website. This Agreement will terminate upon ten days’ notice from Venovate if Venovate determines that you are not in compliance with any provision of this Agreement and have failed to cure same to Venovate’s ' satisfaction. During and after the term of this Agreement, we reserve the right to seek all remedies available at law and in equity for your violation of this Agreement. Accordingly, those provisions that would normally survive termination, shall survive, including, but not limited to those provisions relating to Intellectual Property Rights, Indemnity, and Disclaimers. Upon termination by you or upon notice of termination by us, you must destroy promptly all Materials obtained from the Website.
If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.
This Agreement constitutes the entire agreement between you and Venovate with respect to your access and use of the Website.
The wording of this Agreement was reviewed and accepted by you. You agree that it shall be deemed that this Agreement was drafted equally by the parties, and neither party shall be entitled to have any wording of this Agreement construed for or against the other party in the event of any dispute arising in connection with this Agreement. Additionally, you warrant and represent that you have full authority to enter into this Agreement and bind yourself hereto. Further, you represent that you have been independently represented by counsel of your own choice or have voluntarily and freely decided to enter into this Agreement without representation by your own counsel. Finally, you represent that you have made a full investigation in the facts surrounding this Agreement and that you enter into this Agreement based upon that investigation.