Yate Advisors, LLC User Agreement.pdf
THIS IS A LEGAL CONTRACT BETWEEN YOU AND YATE ADVISORS, LLC
This USER AGREEMENT (this “User Agreement”) is a legal contract between you and YATE ADVISORS, LLC, a limited liability company organized in Illinois, and contains the terms and conditions for access to and use of the website located at https://www.yateadvisors.com (the “Site”).
YOUR ACCESS TO THE SITE (other than to read this User Agreement for the first time) CONSTITUTES YOUR ACCEPTANCE OF THIS USER AGREEMENT AND YOUR AGREEMENT TO BE BOUND BY THIS USER AGREEMENT. IN ADDITION, YOUR SUBSCRIPTION TO THIS SITE WILL CONSTITUTE YOUR ACCEPTANCE, CONFIRMATION AND REAFFIRMATION OF THIS USER AGREEMENT. This User Agreement contains a binding arbitration requirement in Section 9.2.
IF YOU DO NOT AGREE TO ANY TERM IN THIS USER AGREEMENT, DO NOT CONTINUE TO ACCESS AND USE THIS SITE.
AMENDMENTS AND CHANGES.
Changes to Site. We may change or discontinue any aspect or feature of the Site.
Changes to Agreement Terms. We may change, modify, add or delete terms and conditions to access and use the Site (“Changes”). We will provide notice of Changes by posting them on the Site. All Changes will be effective immediately when we provide notice of them. YOUR CONTINUED USE OF THE SITE FOLLOWING YATE ADVISORS’ POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SITE.
USE AND ACCESS. For so long as we provide you with access to the Site, you will have access to certain features and services appearing on the Site.
BASIC USAGE RULES.
Our Content. The Site 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 the Site (“Site Content”) are copyrighted under the United States copyright laws. In addition, as between you and us, Site Content is proprietary to us and owned solely by us. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. You may download any handouts, worksheets or articles that we make available on the Site. However, you may not download, copy or take any image of our audio/video content. Other than as set forth in this User Agreement and except as otherwise expressly permitted under copyright law, you will not copy, redistribute, retransmit, publish or commercially exploit any Site Content without our and the copyright owner’s express, written permission. In the event of any permitted copying, redistribution or publication of Site Content, you will make no changes in or deletion of author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
Equipment. You will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and all charges related thereto.
Restrictions on Rights to Use. Without limiting the generality of other provisions of this User Agreement, you agree that you will not (and you agree not to allow any other individual or entity to):
download, modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, rent, license or in any way commercially exploit any portion of the Site, except and to the extent expressly permitted under this User Agreement;
remove any copyright, trademark or other proprietary rights notice contained in or on the Site;
access or collect data from our Site using automated means;
use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site;
collect any information about other users (including usernames and/or email addresses) for any purpose other than to use this Site and Site Content to study and learn about business development and marketing;
reformat or frame any portion of any web pages that are part of the Site;
create user accounts by automated means or under false or fraudulent pretenses;
create or transmit to other users unsolicited electronic communications, such as ’spam’" or otherwise interfere with other users' enjoyment of the Site;
transmit or upload to the Site any item containing or embodying any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of the Site, any other web site, or any computer or other device or system or the enjoyment of the Site by any user;
use the Site to violate the security of or gain unauthorized access to any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes);
submit to the Site any content that is unlawful or facilitates, constitutes, promotes or encourages illegal activity; or otherwise use the Site to transfer or store illegal material, including any material deemed threatening or obscene;
take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on the Site;
misrepresent yourself on the Site, use fake accounts, pretend to be someone else, or engage in behaviors designed to humiliate another person;
use the Site and/or any content available on the Site, intentionally or unintentionally, to violate any applicable local, state, federal or international law; or
collect or store personal data about other users in connection with the prohibited activities described in this Section 3.3.
Content Posted by You on the Site. Without limiting the generality of any other provisions of this User Agreement, you agree:
You will not post, upload or transmit any content that (i) infringes or otherwise violates any copyright, patent, trademark, trade secret, publicity or privacy right or other proprietary right of any party; or (ii) is proprietary to a third party, without such third party's prior written consent.
You are solely responsible for any content you post, publish or display on the Site or transmit to other users of the Site.
You may delete content from our Site. Content can be deleted individually or all at once by canceling your account on the Site. However, any deleted content may be cached and stored by our hosting company, Thinkific.
You Grant Us All Rights. By uploading or posting works of authorship, images, text, prose, or any other material to the Site, you hereby grant, and represent and warrant that you have all rights and authority necessary to grant, (a) us, our designees, successors, assigns, contractors and partners an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such material and to prepare derivative works based on, or incorporate into other works, such material, with or without attribution; and (b) all users an irrevocable, perpetual, non-exclusive, royalty-free license to use such material for personal use. You hereby irrevocably waive and assign to us any and all so-called moral rights or "droit moral" you may have in or with respect to any content you post to the Site.
PRIVACY, MONITORING AND DISCLOSURE, BREACH.
Disclosure of Information. As permitted by applicable law, we reserve the right to report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect our systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of the Site or other purposes we deem reasonable, we may access and disclose any information we consider necessary or appropriate, including, without limitation, user contact details, IP addresses and traffic information, usage history and posted content.
OUR RIGHT TO TERMINATE.
Breach. Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your access to the Site and rights under Section 2 and refuse to provide services to you: (a) if you breach this User Agreement or the documents it incorporates by reference; (b) if we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause legal liability for you, other Site users or us.
Termination. We may terminate this User Agreement or your access to the Site at any time in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable. The provisions of Sections 2 will expire upon termination of this User Agreement; all other provisions and sections of this User Agreement will survive such termination and remain evergreen.
No Warranties. THE SITE IS PROVIDED ON AN "AS IS" BASIS. YOUR USE OF THE SITE IS AT YOUR OWN, SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (d) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE.
TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL SUCH WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU OBTAIN FROM US OR THROUGH THE USE OF SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT.
IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO YOU OR ANYONE FOR ANY DAMAGE OR LOSS OF ANY NATURE WHATSOEVER ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY USER CONTENT, ANY ERROR OR OMISSION IN ANY USER CONTENT, ANY CLAIM THAT ANY USER CONTENT IS DEFAMATORY, LIBELOUS OR VIOLATES ANY RIGHT OF ANY THIRD PARTY, OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. YOU EXPRESSLY AGREE THAT YOU BEAR ANY AND ALL RISKS ASSOCIATED WITH YOUR ACCESS TO, CONTRIBUTION TO, USE OF AND/OR RELIANCE ON CONTENT ON THE SITE.
Your Sole Risk. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. 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. YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
No Special Damages, et al. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING OUT OF YOUR USE, OF OR INABILITY TO USE THE SITE.
MAXIMUM LIABILITY. Our aggregate liability arising out of or relating to this User Agreement or the Site will not exceed the greater of $100 or the amount you have paid us in the past twelve months.
No Internet Damages. IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER WE, NOR OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WILL 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 ON THE SITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY.
INDEMNITY. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US AND OUR SUBSIDIARIES, PARENTS, OWNERS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES AND COSTS) ARISING FROM OR IN CONNECTION WITH (A) YOUR BREACH OF THIS USER AGREEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR VIOLATION OF ANY STATE, FEDERAL FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; AND/OR (C) YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION WILL SURVIVE THE TERMINATION OF THIS USER AGREEMENT.
Trademarks. All names, logos and tag lines associated with the Site are trademarks of YATE ADVISORS, LLC and its subsidiaries. All rights reserved. All other trademarks appearing on the Site are the property of their respective owners. This User Agreement does not constitute a license to use any such trademarks.
APPLICABLE LAW AND DISPUTE RESOLUTION.
Governing Law/Consent to Jurisdiction. Any actions arising out of, or in any manner affecting the interpretation of, this User Agreement or the Site, any other service or product, whether under this User Agreement or otherwise will be governed solely by, and construed solely in accordance with, the laws of the United States and State of Illinois, excluding (i) conflict of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF COURTS LOCATED IN CHICAGO, ILLINOIS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS OR YOUR USE OF THE SITE.
Arbitration. NOTWITHSTANDING THE PREVIOUS SECTION, YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS USER AGREEMENT WILL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM WILL BE ARBITRATED ON AN INDIVIDUAL BASIS – YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES). YOU MAY CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE, BASED ON WRITTEN SUBMISSIONS, OR AT A MUTUALLY AGREED LOCATION. THE ARBITRATION WILL BE CONDUCTED IN CHICAGO, ILLINOIS, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. IF, FOR ANY REASON, A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. WE AND YOU BOTH AGREE THAT YOU OR WE MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS.
No Agency; Third-Party Beneficiary. We are not your agent, fiduciary, trustee or other representative. Nothing expressed or mentioned in or implied from this User Agreement is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this User Agreement. This User Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of YATE ADVISORS, LLC and you.
Severability. If any provision of this User Agreement will be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.
No Waiver. Our failure to enforce the strict performance of any provision of this User Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this User Agreement.
Assignment and Delegation. We, YATE ADVISORS, LLC, may assign all or any part of this User Agreement and delegate all or any part of our obligations hereunder to, and may substitute for YATE ADVISORS, LLC, any third party, any successor, any assign in our discretion without notice to you and without your consent. This User Agreement will bear on our successors and assigns.
Notices. All notices, requests, consents and communications under this User Agreement will be in writing, addressed to the receiving party’s address on the signature page or another address that party designates in writing, and deemed given (a) if by email, when the recipient thereof personally acknowledges receipt in writing or by emailed reply; (b) if by commercial courier, on the Business Day after the day such notice is delivered to the courier service; or (c) if by registered mail, on the fifth Business Day following the day such mailing is made.
Construction. In this User Agreement, unless the context otherwise requires: (a) references to sections, exhibits, attachments and schedules are to those in, of and to this User Agreement; (b) words importing the plural will include the singular, and vice versa; (c) references to a ‘person’ will be construed as including references to an individual, company, enterprise, firm, partnership, joint venture, association or organization, whether or not having separate legal personality; (d) use of the word ‘will’ as an action attributable to a party means the party agrees to, will, promises to and covenants to take the actions following or connected to the use of the word ‘will;’ (e) use of the word ‘may’ as an action attributable to a party means that party has the right, but not the obligation, to take the action following or connected to use of the word ‘may;’ (f) references to ‘it,’ ‘its,’ ‘they,’ ‘their,’ and ‘them,’ will be construed as including any generic, singular or plural omni-gender pronoun such as she, hers, her, he, his, him, it, its, they, their and them; and (g) all references to ‘days’ mean calendar days unless the text specifically refers to “Business Days”.