SumZero Basic Terms of Use

Last updated November 8, 2012

SumZero Basic ("Basic") is a free investment research tool managed and owned exclusively by SumZero, Inc ("SumZero", we, us, and/or our) and made available through this web site ("the Site") subject to this Terms of Use Agreement (the "Terms of Use").

SumZero is a leading community of investment analysts whose membership is constituted primarily of (but not exclusively) hedge fund investment professionals. SumZero Basic delivers market-related commentary (the "Information") via email and through the Site, subject to these Terms of Use, to subscribers and potential subscribers with trial access. This Information is provided by SumZero, Inc and its third party suppliers (collectively, "Information Providers") through SumZero Basic and its associated services, including and especially the SumZero Quarterly Top Idea (“QTI”) service.

The SumZero Quarterly Top Idea is a premium subscription service offered in addition to the free SumZero Basic membership. This service is managed and owned exclusively by SumZero, Inc ("SumZero", we, us, and/or our) and made available through this web site ("the Site") subject to this Terms of Use Agreement (the "Terms of Use").

Changes to the Terms of Use

SumZero may modify, add or delete portions of these Terms of Use from time to time in its sole discretion, with such changes becoming effective upon posting. We will post the changes at the applicable link to the Terms of Use on our web site. Your registration for and use of SumZero Basic and associated services shall constitute your acceptance the Terms of Use (including all modifications thereto, as such modifications are posted from time to time).

Risks of Service Usage

Before subscribing to SumZero Basic and associated services including the QTI all registrants agree and fully understand that the stock market, other securities markets, and all financial forums contain implicit and explicit risks. That being stated, understood, and agreed upon, anyone who directly or indirectly uses SumZero Basic and associated services shall not hold SumZero, the Information Providers and/or any of their respective affiliates, officers, directors, employees and/or agents (collectively, the "SumZero Parties") liable to anyone for any loss, injury, or damage resulting from the usage of this Site and any Information. Further, all users of SumZero Basic and associated services agree that they alone bear complete responsibility for their own investment research and investment decisions, and that they will not hold any of the SumZero Parties liable for any decisions or outcomes from actions made by them or others based directly or indirectly upon the reliance of Information or any other material published by SumZero.

Registration Data

When subscribing to SumZero Basic and associated services, you will need to provide us with your name, email address, and certain other details as they relate to your status as an investor. You certify that all information you provide is accurate. You also agree to maintain and update your information as necessary so that it remains accurate and current. In the event that any information you provide is inaccurate or not up-to-date, SumZero reserves the right to cancel your subscription to SumZero Basic and associated services and immediately terminate your access to the Site.

Trial Offers, Refunds and Renewals For users of the QTI service:

SumZero offers one, thirty-day, refundable trial period to the SumZero QTI service for first-time subscribers, which constitutes the first thirty-days of the standard membership period. Only one trial per household is allowed at any given point in time. There is a limit of one trial per email address in any given twelve-month period.

The SumZero QTI membership cycle lasts for a period of 1-year. If you don't cancel your subscription within the first thirty-days of membership (“the trial period”), you will not receive a refund for your subscription at any point subsequent to that point for the duration of your membership. Following the trial period, you agree to pay the applicable annual subscription fees as set forth on this Site.

SumZero reserves the right to increase a Service's fees or institute new charges upon reasonable prior notice. Service fees are due in advance and no portion of it can be refunded once you’ve passed the initial trial period. You may cancel your membership at any time. If you successfully cancel your membership, you will not be billed for future annual periods.

Your membership will automatically renew every year on the anniversary of your initial purchase date until you notify us of your decision to terminate your membership. Accordingly, you agree that your membership fee will be billed automatically at the beginning of each renewal period at the then-current rate to the credit card you used in your most recent transaction with us.

Proprietary Rights in Site Content; Limited License.

Excluding the User Content (as defined below), all content and Information made available through SumZero Basic and associated services (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 SumZero, with all rights reserved by SumZero. 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 SumZero’s prior written permission in each instance.

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.

The Information is protected by the copyright laws of the United States and may not be copied, reproduced, sold, published, modified or exploited in any way without the express written consent of the owner. The trademark SumZero and the logo are trademarks of SumZero.

Unauthorized Use.

Unauthorized access of our Site is a breach of these Terms of Use and may violate applicable law. You agree not to access our Sites by any means other than through the interfaces we provide for use in our accessing our Sites, and in all instances your access to and use of our Site will be subject to your compliance with these Terms of Use and all other disclaimers, agreements and notices that may be posted on the Site from time to time.

You agree to use SumZero Basic for lawful purposes only. You may not use or allow others to use your SumZero Basic membership to:

You are responsible for statements made and actions taken through the use of your password, so please maintain the confidentiality of your password. You agree to immediately notify Member Support of any actual or suspected unauthorized use of your username and password. We will not be responsible for any loss to you arising from unauthorized use of your data.

DISCLAIMERS

Investment Risk: SumZero is not a registered investment advisor or broker-dealer, and is not licensed nor qualified to provide investment advice. In addition, there is no requirement that any of our Information Providers be registered investment advisors or broker-dealers. Nothing published by SumZero should be considered personalized investment advice or investment services by SumZero or the Information Providers. The Information is NOT a solicitation to BUY, SELL, or HOLD any securities mentioned. Furthermore the provided data should not be used as the sole basis for making any investment decision. The individual investors own due diligence is of the utmost importance and highly recommended. Never buy stocks based purely on our alerts, as even past performance is not necessarily indicative of future results. None of the SumZero Parties guarantees any specific outcome or profit, as, among other things, the strategies or investments discussed may fluctuate in price or value and the investments or strategies mentioned on this website or in other Information may not be suitable for you. This material does not take into account your particular investment objectives, financial situation or needs and is not intended as recommendations appropriate for you. You must make an independent decision regarding investments or strategies mentioned on this website or other Information. Before acting on Information, you should consider whether it is suitable for your particular circumstances and strongly consider seeking advice from your own financial or investment adviser. You further acknowledge the SumZero Parties may or may not hold positions in one or more of the securities in the Information and may trade at any time, without notification to you, based on the information they are providing and will not necessarily disclose this information to subscribers, nor the time the positions in the securities were acquired. You agree that none of the Sum Zero Parties shall in any way be responsible and/or liable for any investment losses you may incur under any circumstances. YOU SHOULD VERIFY ALL CLAIMS, DO YOUR OWN DUE DILIGENCE AND/OR SEEK YOUR OWN PROFESSIONAL ADVISOR AND CONSIDER THE INVESTMENT OBJECTIVES AND RISKS BEFORE INVESTING IN ANY SECURITIES MENTIONED. INVESTMENT DOES NOT GUARANTEE A POSITIVE RETURN AS STOCKS AND OTHER SECURITIES ARE SUBJECT TO MARKET RISKS, INCLUDING THE POTENTIAL LOSS OF PRINCIPAL. You specifically acknowledge that none of the SumZero Parties will in anyway be held liable for losses or gains arising out of any Information sent to you by SumZero, and you waive any such claims on your own behalf and on behalf of your successors, heirs and representatives.

Disclosure of Ownership: From time to time the SumZero Parties may or may not hold positions in one or more of the securities in the Information and may trade at any time, without notification to you, based on the information they are providing and will not necessarily disclose this information to subscribers, nor the time the positions in the securities were acquired. They may also liquidate shares (or other securities) in profiled companies at any time without notice and at will. Such liquidation may have a negative impact on the securities being liquidated. Although typically ideas are provided by Information Providers which are pursuing the investment ideas discussed, there can be no assurances that (i) such Information Providers goals, objectives, investment portfolio or strategies are consistent with your own investment objectives and (ii) that the Information Providers have are continuing to pursue such strategy, or that changes have occurred which would change the analysis contained in any report.

Information Source: SumZero is not responsible for monitoring information provided by its Information Providers and sent to you. It is each Information Provider's responsibility to make sure that any information is either immaterial or publicly available. Additionally, it is each Information Provider's responsibility to make sure that any information is not in violation of any securities laws or other laws. You specifically acknowledge that SumZero will in no way be held liable for any potential or actual violations of United States laws, including without limitation any securities laws, based on Information sent to you by SumZero. We encourage our readers to invest carefully and read the investor information available at the web sites of the Securities and Exchange Commission (SEC) at http://www.sec.gov and/or the National Association of Securities Dealers (NASD ) at http://www.nasd.com. The NASD has published information on how to invest carefully at its website. We also strongly recommend that you read the SEC advisory to investors concerning Internet Stock Fraud, which can be found at http://www.sec.gov/consumer/cyberfr.htm. Readers can review all public filings by companies at the SEC's EDGAR site at http://www.sec.gov/edgar.shtml. We encourage you to invest carefully and read investment information available at the websites of the SEC at http://www.sec.gov and FINRA at http://www.finra.org.

Forward Looking Statements: Statements included within any Information that are not historical in nature constitute forward-looking statements for the purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any information on this contains certain such forward-looking statements that involve substantial risks and uncertainties. When used, the words anticipate, believe, estimate, expect, and similar expressions as they relate to a company or its management, or any Information Provider, are intended to identify such forward-looking statements. Actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward looking statements. Further management discussion of risks and uncertainties can be found in the applicable company's quarterly filing with the Securities Exchange Commission and other periodic filings.

Disclaimer of Warranty and Limitation of Liability:

NONE OF THE SUMZERO PARTIES MAKES ANY WARRANTY THAT SUMZERO BASIC, INCLUDING THE INFORMATION AND ANY OTHER CONTENT ACCESSIBLE VIA SUMZERO BASIC WILL MEET YOUR EXPECTATIONS OR THAT AND ANY ERRORS WILL BE IMMEDIATELY CORRECTED. NONE OF THE SUMZERO PARTIES MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO SUMZERO BASIC, OUR SITES, ANY CONTENT, OR ANY OF OUR SERVICES, TOOLS, PRODUCTS, OR PROPERTIES. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR SERVICES AND THE ACCURACY OR COMPLETENESS OF THEIR CONTENT.

IN NO EVENT WILL ANY OF THE SUMZERO PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND/OR SPECIAL DAMAGES ARISING OUT OF YOUR USE OF SUMZERO BASIC, REGARDLESS OF THE CAUSE OR ACTION AND IRRESPECTIVE OF WHETHER THE DAMAGES WERE FORESEEABLE. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnity: You agree to indemnify, defend and hold harmless the SumZero Parties harmless from any loss, liability, claim or demand, including without limitation reasonable attorneys' fees, made by you or any third party due to or arising out of (a) your use of the SumZero Basic, the Information and all information, content and services made available through the foregoing or (b) your violation of these Terms of Use, any applicable laws, or the rights of any of the SumZero Parties and/or any third party.

Children: The Site is not directed toward children under 18 years of age nor does SumZero knowingly collect information from children under 18 years of age.

General Terms If any provision in these Terms of Use is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Our policies regarding the personal data that is collected through the Site are set forth in our Privacy Policy, which is incorporated by reference. Certain services and features made available through our Site may have their own, or additional, terms and conditions. In the event of a conflict, the terms for the individual service or feature will control with respect to the particular service or feature in question. Accordingly, you are responsible for reviewing any additional terms and conditions with respect to any specific service or feature that you subscribe to or use. These Terms of Use, including those that are incorporated by reference, constitute the entire and only agreement between you and SumZero and govern your use of SumZero Basic and our Site. Any legal dispute arising out of your use of the Site will be governed by the laws of the United States of America and the State of New York without giving effect to rules governing choice of laws. Those who choose to access the Site from locations outside of the United States do so on their own initiative, and are responsible for compliance with local laws if and to the extent local laws are applicable. The Information provided by SumZero is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject SumZero to liability.