"Garzarelli.com" is the interactive on-line service operated by Garzarelli Capital, Inc., ("Garzarelli Capital") on the Internet, consisting of financial information services and related content provided by Garzarelli Capital, affiliates of Garzarelli Capital and other third parties. "Subscriber" means each person who subscribes Garzarelli.comâ€™s newsletter and/or establishes or accesses a connection ("Account") for access to and use of Garzarelli.com.2. General.
(A) This Agreement sets forth the terms and conditions that apply to use of Garzarelli.com by Subscriber. By using Garzarelli.com (other than to read this Agreement for the first time), Subscriber agrees to comply with all of the terms and conditions hereof. The right to use Garzarelli.com is personal to Subscriber and is not transferable to any other person or entity. Subscriber is responsible for all use of Subscriber's Account (under any screen name or password) and for ensuring that all use of Subscriber's Account complies fully with the provisions of this Agreement. Subscriber shall be responsible for protecting the confidentiality of Subscriber's password(s), if any.
(B) Garzarelli Capital shall have the right at any time to change or discontinue any aspect or feature of Garzarelli.com, including, but not limited to, content, hours of availability, and equipment needed for access or use.3. Changed Terms.
Garzarelli Capital shall have the right at any time to change or modify the terms and conditions applicable to Subscriber's use of Garzarelli.com, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on Garzarelli.com, or by electronic or conventional mail, or by any other means by which Subscriber obtains notice thereof. Any use of Garzarelli.com by Subscriber after such notice shall be deemed to constitute acceptance by Subscriber of such changes, modifications or additions.4. Equipment.
Subscriber shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of Garzarelli.com and all charges related thereto.5. Subscriber Conduct.
(A) Subscriber shall use Garzarelli.com for lawful purposes only. Subscriber shall not post or transmit through Garzarelli.com any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Garzarelli Capital's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a Subscriber that in Garzarelli Capital's discretion restricts or inhibits any other Subscriber from using or enjoying Garzarelli.com will not be permitted and service may be terminated. Subscriber shall not use Garzarelli.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with Garzarelli.com.
(B) Garzarelli.com contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of Garzarelli.com are copyrighted as a collective work under the United States copyright laws. Garzarelli Capital owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Subscriber may not modify, publish, circulate, broadcast, transmit, participate in the transfer or sale, or in any way exploit, any of the content, in whole or in part. Subscriber may download copyrighted material for Subscriber's use only. Subscriber may download the siteâ€™s content to Subscriberâ€™s computer and print out a hard copy for Subscriberâ€™s personal reference, but Subscriber will not remove any copyright or other notices contained therein. Except as otherwise expressly permitted under copyright law, no copying, recirculation, redistribution, retransmission, broadcast, publication or commercial exploitation of downloaded material will be permitted without the express written permission of Garzarelli Capital. Subscriber acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
(C) The foregoing provisions of Section 5 are for the benefit of Garzarelli Capital, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.6. Disclaimer of Warranty; Limitation of Liability.
(A) SUBSCRIBER EXPRESSLY AGREES THAT USE OF GARZARELLI.COM IS AT SUBSCRIBER'S SOLE RISK. NEITHER GARZARELLI CAPITAL, INC., ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT GARZARELLI.COM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF GARZARELLI.COM, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH GARZARELLI.COM.
(B) GARZARELLI.COM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
(C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. SUBSCRIBER SPECIFICALLY ACKNOWLEDGES THAT GARZARELLI CAPITAL, INC., OR GARZARELLI.COM IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH SUBSCRIBER.
(D) IN NO EVENT WILL GARZARELLI CAPITAL, INC., OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING GARZARELLI.COM, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE GARZARELLI.COM. SUBSCRIBER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON GARZARELLI.COM.
(E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, GARZARELLI CAPITAL, INC., GARZARELLI.COM, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN GARZARELLI.COM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. PRIOR TO THE EXECUTION OF A STOCK TRADE, SUBSCRIBERS ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL REPRESENTATIVE TO VERIFY PRICING OR OTHER INFORMATION. GARZARELLI CAPITAL, INC., GARZARELLI.COM, ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED ON THE INFORMATION PROVIDED. NEITHER, GARZARELLI CAPITAL, INC., GARZARELLI.COM, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.7. Monitoring.
Garzarelli Capital shall have the right, but not the obligation, to monitor the content of Garzarelli.com to determine compliance with this Agreement and any operating rules established by Garzarelli Capital and to satisfy any law, regulation or authorized government request. Garzarelli Capital shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on Garzarelli.com. Without limiting the foregoing, Garzarelli Capital shall have the right to remove any material that Garzarelli Capital, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.8. Indemnification.
Subscriber agrees to defend, indemnify and hold harmless Garzarelli Capital, Garzarelli.com, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of Garzarelli.com by Subscriber or Subscriber's Account.9. Termination.
Either Garzarelli Capital or Subscriber may terminate this Agreement at any time. Without limiting the foregoing, Garzarelli Capital shall have the right to immediately terminate Subscriber's Account in the event of any conduct by Subscriber which Garzarelli Capital, in its sole discretion, considers to be unacceptable, or in the event of any breach by Subscriber of this Agreement. The provisions of Sections 5(B), 5(C), 6, 8, 10 and this Section 9 shall survive termination of this Agreement.10. Trademarks.
All other trademarks appearing on Garzarelli.com are the property of their respective owners. 11. Third Party Content.
Garzarelli Capital is a distributor (and not a publisher) of content supplied by third parties. Accordingly, Garzarelli Capital has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties are those of the respective author(s) or distributor(s) and not of Garzarelli Capital. Neither Garzarelli Capital nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.)
Garzarelli Capital neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on Garzarelli.com by anyone other than authorized Garzarelli Capital employee spokespersons while acting in their official capacities. Under no circumstances will Garzarelli Capital be liable for any loss or damage caused by a Subscriber's reliance on information obtained through Garzarelli.com. It is the responsibility of Subscriber to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through Garzarelli.com. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.12. Miscellaneous.
This Agreement and any operating rules for Garzarelli.com established by Garzarelli Capital constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.