as of February 1, 2021
These Terms (this “Agreement”) govern your access to and use of the www.Proximilar.com website (the “Website”), which is owned and operated by Proximilar LLC (“Proximilar”, “we” and “us), all information and content on the public Website (the “Website Materials”) and if you subscribe to the Proximilar information service, such subscription (your “Subscription”) and information service and any and all data, estimates and other information and content provided through the information service (“Content” and together with the information service, collectively, the “Service”) and any API and other technology provided by us to allow access to the Service (the “API”).
Please read this Agreement carefully before accessing or using the Website, the Website Materials, the Content, the Service or the API. By accessing or using the public or private portions of the Website, the Service or the API, you accept and agree to be bound by this Agreement. If you do not agree with this Agreement, do not access or use the Website, the Service or the API.
Proximilar may change this Agreement at any time and from time to time without notice. You are cautioned to review this Agreement periodically. Your continued access to or use of any of the Website, the Service or the API after any such changes are posted will constitute your acceptance of and agreement to the changes.
Use of the Service, Content and Website Materials
If you purchase a subscription to the Service or commence a trial subscription to the Service offered by us to you and pay all amounts charged by us, if any, for the Service for the term of your Subscription (“Fees”) and otherwise comply with this Agreement, Content may be used, displayed, reformatted and printed by you, but only for your individual personal, non-commercial use, which may include offering and providing financial services for yourself, the firm you are associated with and others. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of the Website Material, the Service or Content to anyone, including but not limited to others in the same company or organization, without our express prior written consent, with this one exception: You may during the term of your Subscription, on an occasional and irregular basis, include insubstantial portions of Content in memoranda, reports and presentations, but only if such memoranda, reports and presentations are only distributed or otherwise made available in non-electronic or non-editable form, for a noncommercial purpose, and to a limited number of individuals. Whether or not you have a Subscription you may do the same with Website Materials. You must include in all such memoranda, reports and presentations all copyright notices from the Service and the Content used, original source attribution, and the phrase “Reprinted with permission from Proximilar.com. Copyright 2021, Proximilar.” Without limiting the generality of the foregoing, you may not post or allow the posting of any Website Materials or Content to any external internet site without our prior written consent. You must ensure that all access to and use of the Service through your Subscription is in full compliance with all applicable laws, rules, regulations, requirements and restrictions. We may modify, delete or withdraw any Content or part of the Service at any time without notice.
Term of a Subscription
Your Subscription will continue for the term thereof purchased by you or otherwise provided by us (the “Term”) unless terminated under this Agreement, provided that the Term will automatically renew for a period equal to the then term and we may charge your credit or debit card for such renewal Term unless either you or we give the other written notice of termination at least 30 days prior to the end of the then term. However, if you have been provided a trial Subscription, unless a notice of termination is given as provided this Agreement, on such renewal your trial Subscription will automatically convert into a paid monthly Subscription. We may terminate or suspend your Subscription on written notice upon (a) a breach any of the terms of this Agreement; (b) nonpayment of any fees or other amounts owed by you in connection with use of the Services; (c) you are subject to a insolvency or bankruptcy proceeding, or (d) malicious actions that damage or could damage the integrity of or our ability to provide the Website or the Service, or in the case of a trial subscription, we determine to do so. You may give such notice of termination by clicking a “cancel subscription” link or button in your Website account or email, as well as by physical delivery. Upon termination of your Subscription, you must promptly pay all unpaid Fees for the full Term and other amounts owed to us and make every reasonable effort to delete all physical and electronic copies of all of the Service, provided that you may retain copies of memoranda, reports and presentations that contain portions of Content pursuant to this Agreement. If we terminate or suspend your Subscription for breach of any agreement or reasonable cause, Proximilar will not be obligated to refund any fees paid by you.
You agree that: (a) you will not share the user ID or password that you obtained or use in connection with your access to or use of the Website or the Service (collectively “User Codes”) with any other person, (b) you will take all necessary actions to preserve the confidentiality of such User Codes, (c) you are responsible for all acts or omissions that occur under any User Code; and (d) you will immediately notify us in writing in the event that you learn that: (i) any such User Code is lost, stolen, or improperly disclosed to a third party; (ii) the authority or employment of any person provided with a User Code on your behalf has been or is about to be terminated; (iii) the confidentiality of any User Code has been compromised in any way; or (iv) you learn about a possible or actual unauthorized access to and/or use of the Website or the Service.
The Fees do not include, and you are responsible for timely paying, any and all sales, use, value-added, property or similar taxes, levies or assessments, customs, duties and any related interest or penalties and any related penalties or interest related to your Subscription or your access to or use of the Service.
We do not guarantee the accuracy, completeness or timeliness of any information, and we do not provide recommendations or investment advice, or advocate the purchase or sale of any security or investment. No one should construe any Content as a specific individualized recommendation to them, and before investing, you should make your own independent evaluation of the investment based on your own circumstances. Any price information appearing for any publicly traded company in the Content is generally based as of the prior business day’s close. All Content is subject to change without notice. The Content is based on information that have obtained from data vendors which do not guarantee its accuracy or completeness. THE WEBSITE, THE WEBSITE MATERIALS, THE SERVICES, THE CONTENT AND THE API ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE WEBSITE MATERIALS, THE SERVICE, THE CONTENT OR THE API WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE WEBSITE, THE SERVICE, THE CONTENT AND THE API IS WITH YOU. Our principals and other persons associated with the Company may enter into transactions and/or take, hold or sell positions based on or contrary to the information and views expressed in the Content and/or Website Materials.
Limitation of Liability
WE AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS AND AGENTS (INCLUDING US, COLLECTIVELY, the “Proximilar Parties”) SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, DIRECT, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR ARISING OUT OF YOUR SUBSCRIPTION, OR YOUR USE OF THE WEBSITE, THE WEBSITE MATERIALS, THE SERVICE, THE CONTENT OR THE API, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. THE FEES FOR THE SERVICE REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO IN THOSE CASES THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF THE PROXIMILAR PARTIES UNDER THIS AGREEMENT, OR THE ACCESS OR USE OF THE WEBSITE, THE WEBSITE MATERIALS, THE SERVICE, THE CONTENT AND THE API SHALL BE LIMITED TO AN AGGREGATE OF ONE ($1) US DOLLAR, EVEN IF WE OR ANOTHER PROXIMILAR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
All of the Website, the Website Materials, the Content and the Service (including the organization and presentation of the foregoing) and copyrights and other intellectual property rights therein and thereto are the property of us and our licensors and are protected by copyright, trademark and other intellectual property laws. “Proximilar” and “Proximilar.com” are trademarks of Proximilar. The visual appearance of the Website is protected trade dress of Proximilar under U.S. and other law. Except as expressly permitted in this Agreement, any use of any of the Website, the Website Materials, the Content, the Service or the API, including any modification, public display or performance, derivative use, exploitation or distribution, without our written permission is strictly prohibited. The copyright and other intellectual property notices or watermark on the Website, the Website Materials, the Content, the Service or the API shall not be deleted or modified.
Privacy; Your Personal Data
Location of Access to Website and Provision and Processing of Information
The Service is available for U.S. citizens and permanent residents only. All provision of and access to and use of the Website and the Service, and your agreement to these terms will be deemed to take place in the United States.
Use of Feedback Submitted.
Proximilar is free to use any comments, information, ideas, concepts, reviews or material that you may submit to the Website or otherwise send to us (“Feedback”) worldwide and in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including developing, and marketing products and creating, modifying, improving or expanding the Website, the Website Materials, the Service, the Content or the API. Proximilar will have sole ownership of any and all intellectual property rights in and to anything created by or for Proximilar based on any Feedback.
The Website or the Service may show links or references to other sites, services and resources on the Internet, including payment processors or gateways. Proximilar has no control over such sites, services and resources and we are not responsible for and we do not endorse such sites, services and resources. You further acknowledge and agree that we will not be directly or indirectly responsible or liable for any damage or loss caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site, service or resource.
You agree to indemnify and hold each of the Proximilar Parties harmless against all claims or liability asserted against any of us arising out of or in connection with any breach of any of this Agreement by you or anyone acting under your User Code or on your behalf.
Consent to Electronic Communications.
By inputting any information on the Website, you are consenting to receive communications from us electronically and 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.
- This Agreement shall be construed in accordance with the laws of the State of New York without regard to its choice of law provisions.
- Any dispute regarding this Agreement will be resolved exclusively by a State or Federal court in New York City and County in the United States. We and you hereby waive any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.
- The parties to this Agreement are independent contractors, and nothing in this Agreement or the Service shall create a joint venture, partnership, employment relationship, or franchise or fiduciary relationship between the parties.
- This Agreement and any document under which you agree to it shall not be changed without our written agreement. No terms and conditions or responsibilities in any purchase order will be of any effect whatsoever. No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of this Agreement.
- If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
- You represent that you are an individual, you are at least 18 years of age and have the full right and authority to enter into this Agreement and conduct all activity conducted or to be conducted by you in or through the Website.
- Proximilar may assign this Agreement without your consent to any other party, but you shall not assign this Agreement without our consent, and any effort to do so is null and void.
- Nothing in this Agreement, the Website or the Service is intended to or shall confer upon any third person or entity other than the Proximilar Parties any rights, benefits or remedies of any nature whatsoever.
- If you breach any provision of this Agreement or any other agreements or policies referred to herein and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach this Agreement or any other such agreement or policy.
- Your obligations and our rights and remedies set out in this Agreement are cumulative and are in addition to your obligations and our rights and remedies at law or in equity.