SMITH CAPITAL INVESTORS
TERMS OF USE
Last Updated: May 18, 2018
The following terms and conditions (the “Terms of Use”) constitute a binding agreement between you and Smith Capital Investors, LLC (“Smith Capital,” “we,” or “us”) with respect to your use of Smithcapitalinvestors.com (the “Site”), and the services available on the Site (collectively, the “Services”), including any Content (as defined in Section 2 below). By accessing or using the SERVICES in any manner, you (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS OF USE AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE, and (B) affirm that you are at least 18 years of age (or have reached the age of majority in the jurisdiction where you reside). IF YOU DO NOT AGREE TO THESE TERMS OF USE OR OUR PRIVACY POLICY, DO NOT USE THE SERVICES.
1. Changes to Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. The date these Terms of Use were last updated is set forth at the top of this page. Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes.
2. Scope of and Restrictions on Use. Subject to these Terms of Use, Smith Capital grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use, including any graphics, text, instructions, images, audio files and/or other sounds, videos, and other materials you may view on, access through, or are otherwise related to the Services (collectively, the “Content”). Except as otherwise provided in these Terms of Use, the Content may not be copied, downloaded, or stored in a retrieval system for any other purpose, nor may it be redistributed, reused, or modified for any purpose, without the express written permission of Smith Capital. You agree not to:
- – collect information from the Services using an automated software tool or manually on a mass basis;
- – use automated means to access the Services, or gain unauthorized access to the Services or to any account or computer system connected to the Services;
- – obtain, or attempt to obtain, access to areas of the Site or our systems that are not intended for access by you;
- – “flood” the Services with requests or otherwise overburden, disrupt, or harm the Services or our systems;
- – restrict or inhibit other users from accessing or using the Services;
- – modify or delete any copyright, trademark, or other proprietary rights notices that appear on the Site or in the Content; or
- – access or use the Services or Content for any unlawful purpose or otherwise beyond the scope of the rights granted herein.
3. The Services (including the Content) are owned by Smith Capital and, as applicable, its licensors, and are protected under copyright, trademark, and other applicable United States and international laws and treaties. Without limiting the foregoing, the trademarks, service marks, and logos displayed on the Site are registered and unregistered marks of Smith Capital and, as applicable, its licensors. You acknowledge and agree that, as between you and Smith Capital, Smith Capital is and shall remain the sole owner of the Services and the Content, including, without limitation, all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights therein and thereto.
- – Please do not submit any ideas or information to us through the Site that you consider confidential and/or proprietary. Except with respect to your personal information as expressly provided for in our Privacy Policy, all comments, suggestions, ideas, drawings, concepts, or other information or materials disclosed or offered to us by you via the Services or in response to solicitations on the Site shall be deemed to be non-confidential and non-proprietary.
4. Electronic Communications. The communications between you and Smith Capital via the Services use electronic means. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
5. Privacy Policy. You acknowledge and agree that all information collected by Smith Capital is subject to our Privacy Policy.
6. Change and Suspension.
6.1. Changes to the Services. Smith Capital reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Services or any portion thereof (including any Content) at any time. You agree that Smith Capital will not be liable to you or to any third party for any such change, suspension, or discontinuance.
6.2. Suspension/Termination of Access. Smith Capital has the right to deny access to, and to suspend or terminate your access to, the Services or to any features or portions thereof, at any time and for any reason, including if you violate these Terms of Use.
7. Disclaimer; Limitation of Liability.
7.1. Disclaimer of Warranties. THE SERVICES AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND SMITH CAPITAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER SMITH CAPITAL NOR ANY PERSON ASSOCIATED WITH SMITH CAPITAL MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR ANY CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER SMITH CAPITAL NOR ANYONE ASSOCIATED WITH SMITH CAPITAL REPRESENTS OR WARRANTS THAT THE SERVICES OR THE CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES, CONTENT, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR THE CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
7.2. Limitation of Liability.to the fullest extent permitted by law, IN NO EVENT WILL Smith Capital OR its OFFICERS, directors, employees, agents, licensors, OR service providers BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, PROFITS, BUSINESS OR DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE. USE OF THE SERVICES IS AT YOUR SOLE RISK.
7.3. Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or consequential damages, so some of the exclusions and/or limitations in this Section 7 may not apply to you.
8. Indemnification. You agree to indemnify, defend, and hold Smith Capital and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your use of the Services and/or any Content, or any violation of these Terms of Use or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.
9. Securities Products. None of the information made available on the Site constitutes a recommendation, solicitation or offer by Smith Capital or its affiliates to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service. The information provided on the Site has been prepared without reference to any particular user’s investment requirements or financial situation. Certain transactions give rise to substantial risk and are not suitable for all investors. Prior to the execution of any transaction by you involving information you received from the Site, you should consult your business advisor, attorney and tax and accounting advisors with respect to the price, suitability, value, risk or other aspects of any stock, mutual fund, security or other investment. Pricing and other information generated through the use of data or services made available on the Site may not reflect actual prices or values that would be available in the market at the time provided or at the time that a user may want to purchase or sell a particular security or other instrument. The information and services provided on the Site 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 regulatory or self-regulatory organization or clearing organization or where Smith Capital is not authorized to provide such information or services. Some products and services described on the Site may not be available in all jurisdictions or to all clients.
10. Third Party Materials. The Services may display, include, or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services (collectively, “Third Party Materials”). You acknowledge and agree that Smith Capital is not responsible for any Third Party Materials, including their accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect thereof. Smith Capital does not assume and will not have any liability to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you, and you access and use them at your own risk and subject to such third parties’ terms and conditions.
11. Miscellaneous.
11.1. Geographic Restrictions. Smith Capital is based in the State of Colorado in the United States. We make no claims that the Services or the Content are accessible or appropriate outside of the United States. Access to and use of the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
11.2. Governing Law; Jurisdiction. These Terms of Use shall be governed by and construed in accordance with the laws of the state of Colorado, without regard to conflicts of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms of Use shall be in an appropriate state or federal court located in the County of Denver, State of Colorado and the parties unconditionally waive their respective rights to a jury trial.
11.3. Waiver and Severability. Our failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these Terms of Use will continue in full force and effect.
11.4. Entire Agreement. These Terms of Use, including our Privacy Policy, constitute the entire agreement between you and Smith Capital with respect to the subject matter hereof, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
12. Questions. If you have any questions about the Services or these Terms of Use, please email us at info@smithcapitalinvestors.com. us at:
Smith Capital Investors, LLC
