SumZero Terms of Use

Date of Last Revision: February 21, 2014

SumZero, Inc and its affiliates (together, which shall be referred to as “Us,” “We,” “SumZero” or “the Company”), has developed a service called “SumZero” which is a financial utility where investors share actionable ideas with one another and grow their professional networks (the “Service”). By accessing or using our web site (such web site, along with the Service, referred to as, the “Site”) at sumzero.com, you (“You” or the “User”) signify that You have read, understand and agree to be bound by these Terms of Use (the “Terms of Use”), whether or not You are a registered member of SumZero. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without prior notice. Whenever we modify our Terms of Use, we will post the revised version of the Terms of Use on the Site and we will indicate at the top of this page the date these Terms of Use were last revised. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms of Use. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Eligibility.

Membership is void where prohibited. This Site is intended solely for users who are eighteen (18) years of age or older. By using the Site and/or becoming a member of SumZero You confirm and represent that You are at least eighteen (18) years of age or older and You are a professional investor on the “buy side” of the market with a sophisticated knowledge of investment markets, an understanding of the risks of investing and an understanding of the limitations of the Site and the User Content (as described below), or a compliance or legal professional employed by such professional investors.

Registration Data; Account Security.

By using the Site, You agree to (a) provide accurate, current and complete information about You as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your log-in credentials and password; (c) maintain and promptly update the Registration Data, and any other information You provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. SumZero may immediately discontinue the use of the Site and cancel your password at any time, with or without cause, in its sole discretion.

Proprietary Rights in Site Content; Limited License.

Excluding the User Content (as defined below), all content on the Site (including, without limitation, all company information, investment write-ups/theses, financial/valuation/trading data, profile information, general text, design, etc. and their selection and arrangement (collectively, the “Site Content”) is the proprietary information of the Company, with all rights reserved by Company. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission in each instance. Provided that You are eligible for use of the Site and subject to the terms and conditions of these Terms of Use, You are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which You have properly gained access solely for your own use, provided that You keep all copyright or other proprietary notices intact. You may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate your limited license granted herein. Such unauthorized use may also violate applicable laws including securities, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. Your license is revocable at any time without notice and with or without cause.

Trademarks.

The name SumZero and other SumZero trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of the Company.

Other company, product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”). Nothing on this Site or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without the Company’s prior written consent

User Conduct.

You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by You on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

Specifically, You expressly acknowledge and agreed that You will not submit information that would be a violation of your employer’s policies, nor will You submit information that violates any agreements to which you are subject (including, without limitation, any confidentiality agreements), insider trading regulations, SEC regulations, and/or other applicable laws, rules and regulations.

In addition, You agree not to use the Site to:

User Content Posted on the Site.

You are solely responsible for all content (including all investment write-ups/theses, company information, financial models, financial projections, market trading information, profile information, and text/design/content of any kind) that You upload, publish or display (hereinafter, “post”) on or through the Site, or transmit to or share with other users of the Site (collectively the “User Content”). You may not post, transmit, or share User Content on the Site that You did not create or that You do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates these Terms of Use, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content You post or store on the Site or provide to the Company. When You post User Content to the Site, You authorize and direct us to make such copies and backups thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, You automatically grant, without compensation to you, and You represent and warrant that You have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid-up, royalty-free, worldwide license (with the right to sublicense through multiple tiers) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, (including, without limitation, any commercial purpose, including, advertising and/or promotional purposes, and/or any other purpose ) on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing, with or without compensation to the Company. You may request removal of any personal or professional associations with respect to your User Content from the Site at any time; provided that You acknowledge and agree that Company’s license to the User Content shall continue perpetually as specified in the license grant above.

Notice and Procedure For Making Claims of Copyright or Intellectual Property Infringement.

SumZero expects all users to respect the intellectual property rights of others. SumZero may, if it chooses to do so and in its sole discretion and judgment, disable and/or terminate the account of any User who infringes the rights of others. Anyone who believes that their material has been copied without permission and in particular constitutes copyright infringement or who believes that their intellectual property rights have been violated, shall provide SumZero’s Copyright Agent the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. a description of the copyrighted work or other intellectual property claimed to have been infringed;
  3. a description of where the material that you claim is infringing is located on the SumZero site;
  4. the claimant’s address, telephone number, and email address;
  5. a statement by the claimant that s/he has a good faith belief that the disputed use is not authorized by the copyright owner, the copyright owner’s authorized agent, or by law;
  6. a statement by the claimant, made under penalty of perjury, that the above information in the notice is accurate and that the claimant is the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

The contact information for SumZero’s Agent for Notice of claims of copyright or other intellectual property infringement is shown here:
By mail:
Copyright Agent
c/o SumZero, Inc
30 west 24th street, Floor 4
New York, NY 10010
By phone: (646-751-4411)
By email: support@sumzero.com

External Links.

The Site may contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to You and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. 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. The Company not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites, including the External Sites, to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, You do so at your own risk.

User Disputes.

You are solely responsible for your interactions with other Site users. In the event that there is a dispute relating to the Site, Site Content or any User Content between You and another user, You shall immediately notify the Company in writing of the dispute. Further, you shall keep the Company informed of any material developments concerning the dispute.

Compliance and Regulatory Inquiries.

You are solely responsible for compliance with laws, regulations and policies of your employer in connection with your use of the Site. In the event that You or your employer receive non-routine notice or inquiry or investigation or request for information from any governmental authority or agency or any self-regulatory organization relating to the Site, Site Content or any User Content, You shall immediately notify the Company in writing except to the extent prohibited by law, regulation or legal process. Further, you shall keep the Company informed of any material developments concerning the matter except to the extent prohibited by law, regulation or legal process.

Privacy.

Click here to view the SumZero’s Privacy Policy. By using the Site, You are consenting to have your personal data transferred to and processed in the United States.

Disclaimers.

THE COMPANY IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CONTENT OR USER CONTENT POSTED ON THE SITE, WHETHER POSTED BY USERS OF THE SITE, BY SUMZERO AND/OR BY THIRD PARTIES. THE COMPANY IS NOT RESPONSIBLE FOR AND SHALL NOT BE LIABLE IN ANY MANNER FOR ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SITE. ALTHOUGH THE COMPANY PROVIDES RULES FOR USER CONDUCT AND POSTINGS, THE COMPANYDOES NOT CONTROL, IS NOT RESPONSIBLE FOR AND SHALL NOT BE LIABLE FOR WHAT USERS POST, TRANSMIT OR SHARE ON THE SITE AND THE COMPANY IS NOT RESPONSIBLE FOR ANY OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL OR OTHERWISE OBJECTIONABLE CONTENT YOU MAY ENCOUNTER ON THE SITE OR IN CONNECTION WITH ANY USER CONTENT OR SITE CONTENT. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. THE COMPANY ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY INTERNET AND/OR TELECOMMUNICATIONS NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USER’S OR TO ANY OTHER PERSON’S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SERVICE AND/OR THE SITE. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, WHETHER DIRECT OR INDIRECT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, DATA LOSS, LOSS OR DAMAGE TO ANY USER CONTENT, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE SITE, ANY USER CONTENT OR CONTENT POSTED ON OR THROUGH THE SITE OR TRANSMITTED TO USERS, OR ANY INTERACTIONS BETWEEN USERS OF THE SITE, WHETHER ONLINE OR OFFLINE.

THE COMPANY RESERVES THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE SITE, SITE CONTENT, OR OFFERED THROUGH THE SITE AT ANY TIME WITHOUT NOTICE. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY COMPANY.

Limitation on Liability.

IN NO EVENT WILL COMPANY, ITS AFFILIATES, SUBSIDIARIES AND/OR ITS OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES,AGENTS, PARTNERS, SUPPLIERS, CONTRACTORS AND/OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES”) BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOSS OF BUSINESS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY PARTY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY PARTIES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY PARTIES’LIABILITY TO YOU EXCEED $1000 IN THE AGGREGATE. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF THE COMPANY PARTIES, REGARDLESS OF THE CAUSE OF ACTION.

No Solicitation or Advice.

You specifically acknowledge that posts by SumZero users are made for the purpose of obtaining access to the Site and such posts do not constitute investment recommendations or solicitations with respect to investment advisory services or products. No post on the Site and no Site Content or User Content shall create or establish any fiduciary or client relationship with respect to members of the SumZero community, users or Company Parties. No User or other member of the SumZero community shall offer or receive compensation as a result of the posting or updating of User Content.

Investment Performance.

You specifically acknowledge that none of the Company Parties will be held liable for losses or gains arising out of any Site Content or User Content of any type on the Site and that no SumZero user will be held liable for losses or gains arising out of any Site Content or User Content of any type on the Site, except that a SumZero user may be held liable for losses that arise from such user’s fraud, willful malfeasance or breach of these Terms of Use. You acknowledge that your investment decisions/recommendations are made entirely at your election and that Site Content or User Content is solely one additional source of information in assisting You to make those determinations. You also specifically acknowledge that any member may or may not have a position in any investment described in User Content and that you have been informed that the member posting User Content may have established a position at a much earlier time at more favorable prices, has no duty to update the User Content if its investment position changes, and may effect transactions in investments before or after, and in the same manner or the opposite manner, to any investment transactions directly or indirectly described in the User Content.

Communication with Other Funds.

SumZero is not responsible for monitoring communication among users. It is each user’s responsibility to make sure that any dialogue or communication initiated is not in violation of any securities laws, the policy of the user’s employer and/or any agreement to which the user is subject.

Indemnity.

You agree to indemnify, defend and hold harmless the Company Parties harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with the Site; your use of and/or inability to use the Site; any User Content or any other content You post or share on or through the Site; and/or any trading losses due to a recommendation made by any other user or member of the SumZero community. You agree to indemnify, defend and hold harmless other users harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your fraud or willful malfeasance in connection with the Site or User Content and your breach of these Terms of Use.

User Must Comply with Applicable Laws.

The Site is based in the United States. We make no claims concerning whether the Site Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site and/or the Site Content 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 export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Site Content to countries or persons prohibited under the export control laws. By downloading the Site Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Site Content.

U.S. Government Restricted Rights.

The Site (including the Site Content) is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and the Site Content.

Other.

These Terms of Use constitute the entire agreement between You and Company regarding the use of the Site, superseding any prior agreements between You and Company relating to your use of the Site. The failure of Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use shall be governed by the law of the State of New York, without giving effect to choice of law principles.