Terms of Use

Last Updated:  December 16, 2010

These Terms of Use sets forth the terms on which Track.com, LLC ("Track.com"), a Delaware limited liability company with its principal place of business in 101 Eisenhower Blvd., Suite 300, Roseland, NJ  07068, offers you ("you" or "your") access to the Track.com website (the "Site"), including all content, functionality and other services made available by Track.com through the Site, including participation in Track.com's Idea Events such as dinners, conference calls, and webinars ("Idea Events").

1. Eligibility and Acceptance of Terms of Use

Only parties that can lawfully enter into and form legal contracts may use the Site. If you use Track.com services, you expressly represent toTrack.com that you are at least over the age of eighteen (18) and may lawfully enter into and form binding contracts, conditions, obligations, affirmations, representations and warranties. By visiting the Site you are agreeing to the following terms without change, including those terms available by hyperlink (collectively, the "Terms of Use"). Before you may become a subscriber to the Site, you must read and accept all of the terms and conditions in these Terms of Use.  If you do not agree to any of the terms in these Terms of Use please do not use or become a subscriber to this Site.  Track.com reserves the right in Track.com's sole and absolute discretion to change the Site, including eliminating or discontinuing any content or feature of the Site, or, with reasonable notice, to impose fees, charges or other conditions for use of the Site or parts thereof.

2.  Membership, Registration and Passwords

Certain areas of the Site may require registration or may otherwise ask you to provide information to participate in certain features or access certain content. The decision to provide this information is purely optional, however if you elect not to provide such information, you may not be able to access certain content or features or participate in various areas of the Site. When you register or become a member of the Site or provide information to the Site in any other manner, you agree to provide only true, accurate, current and complete information on all registration pages. Using a name other than your own legal name is prohibited. You agree that Track.com may use the information you provide to the Site according to the Privacy Policy on the Site.

If you use the Site, you agree to accept responsibility for all activities that occur under your account or password, and agree you will not sell, transfer or assign your rights as a user. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer so that others may not access the Site using your name or password in whole or in part. You agree to (a) immediately notify Track.com of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Track.com reserves the right to terminate membership and deny access to the Site to any person who violates these Terms of Use.

3.  Fees

Fee Schedule

You agree to pay the then-prevailing fee for the content or services requested through the Site as described in Track.com's published Pricing Schedule. Track.com's prices may be updated from to time by any of the following methods: online announcements, bulletins, emails, notices, announcements in invoices, and revised published price schedule. Track.com is not responsible for ensuring the delivery of any updates to its pricing policies (including additions thereto or deletions therefrom) to you, and all present and future price schedules are hereby incorporated by reference into this Terms of Use.

Payment of Fees

You agree to pay for all services obtained from Track.com via credit card or other electronic payment system that is made available from time to time. By choosing to have a credit card billed directly by Track.com, you hereby authorize Track.com to bill this credit card for the charges incurred for use of the Track.com services. Additionally, you hereby agree that if the credit card company refuses to pay Track.com for such charges incurred for use of the Track.com services, you shall be directly responsible for the payment of such charges, and payment shall be due immediately. If Track.com chooses to directly bill you for fees incurred in connection with your use of the Track.com services (as opposed to paying by credit card), you agree to pay all fees within twenty (20) days of receipt of an invoice from Track.com. You acknowledge and agree that such fees may be electronically invoiced or sent via such other means as announced by Track.com. 

4.  Term and Termination

These Terms of Use are for services rendered and shall be in full force and effect during such time as the Site or services provided via the Site are available to you. Track.com may disable your access to the Site or services provided via the Site at any time. Provisions in these Terms of Use relating to limits on liability, indemnification, use and protection of information and data, payment for the Track.com services, disclaimers of warranties as well as all other provisions for which survival is equitable or appropriate, shall survive the termination of these Terms of Use.

5.  Copyright, Linking and Trademarks

Copyright

All of the information, content, services and software displayed on, transmitted through, or used in connection with the Site, including for example, advertising, directories, guides, articles, opinions, reviews, text, photographs, images, illustrations, audio clips, video, HTML, source and object code, software, data, and all other matters related to this Site, including without limitation, the selection and arrangement of the aforementioned and the "look and feel" of this Site, are protected under applicable copyrights and other proprietary (included but not limited to intellectual property) rights and are the intellectual property of Track.com, and its affiliated companies, licensors and authors. Track.com actively protects its rights to the Site to the fullest extent of the law. The copying, rearrangement, redistribution, modification, use or publication by you, directly or indirectly, of any such matters or any part of the Site, including the removal or alteration of advertising, except for limited rights of use granted hereunder, is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site. Pursuant to U.S. Copyright law, damages for liability or infringing a copyright may amount to $30,000 per infringement and, in the case of willful infringement; the amount may be up to $150,000 per infringement, in addition to the recovery of costs and attorneys' fees.

Linking

The Site contains links to other Internet web sites or resources. Track.com neither control nor endorse such other web sites, nor has Track.com reviewed or approved any content that appears on such other web sites. You acknowledge and agree that Track.com shall not be held responsible for the legality, accuracy, or appropriateness of any content, advertising, products, services, or information located on or through any other websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content.

Trademarks

Track.com is a trademark and/or service mark of Track.com or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners.

6.  Your Conduct

You may use the content on the Site solely for your personal, non-commercial use, and you may download or print a single copy of any portion of the content on the Site for your personal, non-commercial use, provided you do not remove any trademark, copyright or other notice contained in such content. No other use is permitted. You may not, for example, republish, upload, post, transmit or distribute the content on any Internet, Intranet or Extranet site or incorporate the content in any database, compilation, archive or cache including, without limitation on any online bulletin boards, message boards, newsgroups, chat rooms, or in any other manner.  Doing so might cause financial harm to Track.com for which you will be held liable.  You may not distribute any of the content to others, whether or not for payment or other consideration, and you may not modify, copy, frame, reproduce, sell, publish, transmit, display or otherwise use any portion of the content without securing the prior written consent of Track.com. Requests to use the content for any purpose other than as permitted in this paragraph should be directed to editorial@track.com.  Modification of the content or use of the content for any purpose other than your own personal, noncommercial use is a violation of Track.com's copyright and other proprietary rights, and can subject you to legal liability.

In addition, in connection with your use of the Site, you agree not to:

You also agree to comply with all applicable laws, rules and regulations in connection with your use of the Site and the content made available therein.

7.  Posting Comments

Overview

All users must register on the Site and click acceptance to the Track.com Rules of Conduct prior to posting comments on the Site.  Track.com editors, at their discretion, may remove comments that violate these standards. These standards are designed to ensure that the dialogue on the Site is credible, responsible, intelligent and informative. Track.com cannot guarantee that users will tell the truth, and Track.com will not monitor the veracity of names and positions or the content of any comments posted to the Site.  In addition, even if a user who posts a comment may, if the user so registers and Track.com so permits, be publicly identifiable only by the alias he or she chose during registration, Track.com's records will contain the actual identity of the author of any comment posted to the Site.

Track.com strongly encourages all participants to disclose any positions they have in stocks being discussed (e.g., long, short, no position).  Track.com disclaims all responsibility and shall have no liability for failure of participants to make such disclosures.

Monitoring and/or Deleting Content. 

Given the nature of the Site and the volume of postings, Track.com cannot and does not monitor all of the materials posted or transmitted by users.  Each individual who posts a comment is solely responsible for his/her own acts, including the content, context or information in the comments he/she posts.  This means that each individual, and not Track.com , is entirely responsible for anything and everything he/she posts on the Site. Track.com reserves the right in its sole discretion, to edit, move, delete, and/or remove any content posted on its Site at any time, for any reason or in its discretion, but has no obligation to review or remove any such content. Without limiting the foregoing, Track.com has the right to delete any comment that it believes, in its sole discretion, does or may violate the Terms of Use.

8.  Complaint Procedure

REPORTING OF COMPLAINTS:

ARTICLES

All complaints relating to articles should be sent to complaints@track.com with a copy sent via mail to: The Complaints Officer, Track.com, 101 Eisenhower Blvd., Suite 300, Roseland, NJ  07068.

Comments

Complaints relating to a posted comment can be raised on-line by clicking the "report" link on the offending comment.  

Written complaints must contain your name, organization name (if any), address, phone number, and e-mail address.  Complaints that are received without legitimate contact information will not be acted upon.

COMPLAINTS REVIEW PROCESS:

The Complaints Officer will review all complaints.   Anonymous complaints will not be considered.  Articles and comments deemed inappropriate, in the sole discretion of the Complaint Officer will be referred to Track.com's Editorial Board.  If the Editorial Board deems, in its sole and absolute discretion, that the complaint raises a valid concern then the article and/or comment will be removed from the Site by the Complaints Officer pending resolution of the complaint.

POSTING OF COMPLAINTS:

Any complaint received might be posted along side of the offending article so that the public might have the opportunity to consider the complaint and its source; complaints threatening legal action will be treated similarly.

9.  Digital Millennium Copyright Act

Notice

If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Track.com's Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

Track.com's designated Copyright Agent to receive notifications of claimed infringement is: the Copyright Officer, email:copyright@track.com, fax: 718.289.4013. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Track.com's customer service department at customerservice@track.com. You acknowledge that if you fail to comply with all of the requirements of this paragraph 8(A), your DMCA notice may not be valid.

Counter-Notice

If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content, you may send a counter-notice containing the following information to the Copyright Agent:

If a counter-notice is received by the Copyright Agent, Track.com may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Track.com's sole discretion.

10.  No Advice, Endorsement or Special Relationship

Track.com is not providing investment, tax or legal advice, acting as a fiduciary or endorsing any company, property, product, service, security, instrument, or any other matter by posting any participant-submitted information on the Site.   Track.com is not disposing investment advisory services on this Site. Track.com does not purport to tell people, or suggest to people what they should buy or sell for themselves. Neither Track.com nor anyone affiliated with Track.com is responsible for any investment decision made by participants on the basis of using the Site. Participants should always read any corresponding prospectus, check with their licensed financial advisor and their tax advisor to determine the suitability of any investment. Please conduct your own due diligence. The Site will contain opinions concerning securities, portfolio of securities, transactions and investment strategy. However, they are solely the opinions of their author, and none of the information contained therein constitutes a recommendation by them or Track.com that any particular security, portfolio of securities, transaction, or investment strategy is suitable for any specific person. Further, such information is impersonal and not tailored to the investment needs of any specific person. Finally, the passage of time can render all information stale, and neither Track.com nor anyone affiliated with Track.com is responsible for any misconceptions that may result from the reading of dated information.

The information posted on the Site:  (i) is not, and should not be deemed, an offer to sell, or a solicitation of an offer to buy, any securities or any other instruments, property or anything of value by anyone in any jurisdiction; and (ii) should not be used by others in connection with any sale, offer for sale or solicitation of an offer to buy securities or any other instruments, property or anything of value.

Track.com shall have no liability for investment or other decisions based upon any of this information and/or decisions based upon a contrarian view of any of this information.  Track.com specifically disclaims any and all liability or loss arising out of any action taken in reliance on this information, including but not limited to market value or other loss on the sale or purchase of any company, property, product, service, security, instrument, or any other matter.

Past performance may not be indicative of future investment results.  Any investment involves potential risk, including potential loss of capital.  Please consult your legal, tax and financial advisors in connection with any potential sale or purchase of any company, property, product, service, security, instrument, or anything else of any value.

11. Disclosure

It is Track.com's editorial policy not to knowingly publish articles submitted by research firms or authors who are directly compensated by a company for coverage of that company's stock or business.   If an author has a business relationship with a company named in an article that he or she has authored, that relationship must be fully and accurately disclosed. Track.com disclaims all responsibility and shall have no liability for any failures of disclosure by authors regarding their company relationships.

Track.com has business relationships with many companies including technology vendors, data providers, banks, advertisers, etc.  There may be instances in which an Author writes an article or an individual posts a comment which recommends a company with which Track.com has a business relationship.  These occurrences are unintentional and coincidental.

12. Idea Events

From time to time you may participate in Track.com Idea Events. In doing so, you agree to comply with the Track.com Idea Events Rules of Conduct.  

Track.com may record an Idea Event. Your acceptance of this Agreement serves as written notice that the Idea Event may be recorded. We will also notify you regarding the recording of an Idea Event at the beginning of each event session. We will assume that you agree to such recording unless we hear otherwise. Should you not wish to consent to the recording of your participation in such Idea Event, you may elect not to participate in such Idea Event, or if you do attend, to simply listen to the discussion and say nothing.

Your participation in an Idea Event does not in any way make you a spokesperson for Track.com. You neither represent nor bind Track.com by your statements, and you agree that your statements are yours alone, and not those of Track.com. You are a non-agent independent contractor of Track.com and you have no authority to act on behalf of Track.com. 

13.  Disclaimers

ALL MATERIALS AND SERVICES IN THIS SITE AND THIRD-PARTY SITES TO WHICH IT LINKS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE CONTENT PUBLISHED ON THIS WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.  AS MARKETS CHANGE CONTINUOUSLY, PREVIOUSLY PUBLISHED INFORMATION AND DATA MAY NOT BE CURRENT AND SHOULD NOT BE RELIED UPON.  CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. TRACK.COM AND/OR ITS AUTHORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THIS WEB SITE AT ANY TIME INCLUDING CHANGES TO THESE TERMS OF USE. TRACK.COM AND/OR ITS AUTHORS MAKE NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SUITABILITY OF THE INFORMATION; THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SERVICES, PRODUCTS, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THIS SITE, OR THE RESULTS OBTAINED FROM ACCESSING AND USING THIS SITE AND/OR THE CONTENT CONTAINED HEREIN. TRACK.COM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, INCLUDING COMMENT AND MESSAGING SERVICES OR THE SERVER THAT MAKES SUCH SERVICES AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUMES THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION OF YOUR COMPUTER AND OTHER EQUIPMENT

14.  Limitation of Liability

NEITHER TRACK.COM NOR ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, ADVISORS, EMPLOYEES, AUTHORS, ADVERTISERS, AGENTS AND SPONSORS ARE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR ANY CONTENT CONTAINED THEREIN, OR ANY PRODUCT OR SERVICE USED OR PURCHASED THROUGH TRACK.COM. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING IT. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO TRACK.COM FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE) SHALL BE THE TOTAL AMOUNT PAID TO TRACK.COM BY YOU IN THE GIVEN MONTH, IF ANY, FOR ACCESS TO THE SITE.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

15.  Indemnity

AS A CONDITION OF USE OF THIS WEBSITE, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, TRACK.COM AND ITS AUTHORS, EACH OF THEIR PARENT AND AFFILIATED COMPANIES, AND EACH OF THEIR RESPECTIVE PARTNERS, AUTHORS, LICENSORS, OFFICERS, DIRECTORS, ADVISORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS, FROM ANY AND ALL CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, TRADE DISPARAGEMENT, PRIVACY AND INTELLECTUAL PROPERTY INFRINGEMENT) AND DAMAGES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) ARISING FROM OR RELATING TO ANY ALLEGATION REGARDING: (A) YOUR USE OF THE SITE; (B) TRACK.COM'S USE OF ANY CONTENT OR INFORMATION YOU PROVIDE, AS LONG AS TRACK.COM'S USE IS NOT INCONSISTENT WITH THESE TERMS OF USE; (C) INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR USER ACCOUNT, EVEN IF NOT POSTED BY YOU; (D) ANY VIOLATION OF THESE TERMS OF USE BY YOU; AND (E) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.

16.  General

These Terms of Use shall be deemed to include all other notices, policies, disclaimers, and other terms contained in this Website; provided, however, that in the event of a conflict between such other terms and the terms of these Terms of Use, the terms of these Terns of Use shall control.

These Terms of Use has been made in and shall be construed and enforced in accordance with New York law. Any action to enforce these Terms of Use shall be brought in the federal or state courts located in New York State. If any provision is deemed to be unlawful or unenforceable, that shall not affect the validity and enforceability of the remaining provisions. Any failure of Track.com to enforce or exercise any provision of these Terms of Use or related right shall not constitute a waiver of that right or provision. The section titles used in these Terms of Use are purely for convenience and carry with them no legal or contractual effect.