terms and conditions

SEC Connect, LLC
Terms and Conditions of Service

Your access to the Disclosure, Collaboration and Filing System (“DCAF”) located at www.secconnect.com (“Site”) and the services provided SEC Connect, LLC (“SEC Connect”) on the Site, is subject to the following Terms and Conditions of Service (“Service Agreement”), including the Disclaimers and Limitation of Liability set forth below. We may in our sole discretion revise this Service Agreement from time to time by posting the changes to the Site. We will post a notice on the home page of the Site whenever we revise the Service Agreement. Each such revision shall be effective as of the date the notice of revision is posted to the Site. YOUR USE OF THE SITE ON OR AFTER THE EFFECTIVE DATE OF A REVISION CONSTITUTES YOUR CONSENT TO THE TERMS OF THE REVISION. If you have any questions about this Service Agreement or any amendment hereto, please contact us at 619.795.1034.

Registration

You must register in order to be eligible to access all of the services offered on the Site. Upon registering, you will select a password. You must take appropriate steps to safeguard your password. You are responsible for the cost of any services obtained or expenses incurred by any person who uses your password, regardless of whether such use is authorized, and you promise to indemnify us and hold us harmless from any cost or other liability of any kind that we may incur as a result of unauthorized use of your password. You may contact us by calling 619.795.1034 if you have any reason to believe that your password may have been obtained by an unauthorized person so that we may block access to any person using that password and issue a new password to you.

Your Use of SEC Connect

The content on the Site, including, but not limited to, text, graphics, images, and logos, is owned by either SEC Connect or the party that has provided the content to us and is protected by U.S. and international copyright laws. SEC Connect is the sole and exclusive owner of its compilation of the content on the Site, and this compilation is also protected by U.S. and international copyright laws. As a result, except as otherwise allowed by applicable law, you may not reproduce, duplicate, copy, sell, or otherwise transfer or commercially exploit any content on the Site, unless you have SEC Connect’s express written permission to do so. Unpermitted copying of any of the content on the Site could lead to copyright infringement.

You may only use the Site in accordance with the terms of this Service Agreement and all applicable laws, rules, and regulations. In the event SEC Connect believes that you have failed to comply with all terms applicable to your use of the Site, you agree that SEC Connect has the right, in its sole discretion and without notice, to terminate your password and prohibit you from accessing the services offered on the Site. SEC Connect may also, in its sole discretion and at any time, discontinue offering filing or other services on the Site, or any part thereof, or your ability to access the Site, with or without notice. You agree that you do not have any rights in the Site and that SEC Connect will have no liability to you if the Site is discontinued or your ability to access the Site is terminated. SEC Connect may from time-to-time offer pricing plans that offer unlimited filings of one or more reports for a fixed annual fee, may offer pricing plans with an introductory period where filings are offered for no fee, or other promotional offers. You agree that any filings made under a fixed pricing plan, and any other promotional or other offers, are for your personal use only, that you may not resell or otherwise make the Site available to third parties and that doing so may result in suspension or discontinuance of your ability to make such filings using the Site.

Disclaimers

You acknowledge and agree that:

a. YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SERVICES AND INFORMATION AVAILABLE THROUGH THE SITE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. SEC CONNECT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Because the Site is provided to you “AS IS,” you agree that SEC Connect shall not be liable to you or to any third party for any data conversion or formatting errors resulting from use of the Site, or otherwise, including tools and utilities contained thereon, or any delay in delivery of, or failure to deliver, any communications or other information you submit using the Site. Because the Site is provided to you “AS AVAILABLE,” you agree that SEC Connect shall not be liable to you or to any third party for any modification, interruption, suspension, or discontinuance of the Site or of your ability to access the Site.

b. SEC Connect also disclaims any warranty that (i) the Site will meet your requirements, (ii) the Site’s operation will be uninterrupted, timely, secure, or error-free, (iii) any information or communication that may be obtained from the use of the Site will be accurate or reliable, and (iv) the quality of any products, services, information, or other materials purchased or otherwise obtained by you through the Site will meet your expectations.

c. You assume the full responsibility and risk for any damage to your computer or other consequences that result from your downloading any information, software, or other materials through the Site. SEC Connect shall have no liability for any damage to your computer, including loss of data, that results from your downloading any such materials.

d. Hypertext links to other web sites are provided for convenience only. SEC Connect assumes no responsibility and is not liable for (a) the truth, accuracy, completeness, usefulness or legality of any advertisements, information, products or services on any linked site; (b) monitoring any information residing on or transmitted to or from the Site; (c) determining whether or not persons who advertise on any linked site are properly licensed for their profession or trade; (d) the use on any linked site of any trademarks, copyrights or other rights of third parties; or (e) any viruses, worms, cancelbots, trojan horses or other harmful components or defects that may be found at any linked site.

Some states do not allow the disclaimer of implied warranties, so this provision may not apply to you.

Limitation of Liability

YOU AGREE THAT SEC CONNECT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS OR LOSS OF GOODWILL, USE, OR DATA (EVEN IF SEC CONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SITE, REGARDLESS OF CAUSE. YOUR FURTHER AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIM YOU MAY HAVE AGAINST SEC CONNECT SHALL NOT EXCEED THE AMOUNT YOU PAID TO SEC CONNECT FOR THE SERVICE THAT GAVE RISE TO YOUR CLAIM. This limitation of liability shall apply to the full extent permitted by law.

All fees are nonrefundable, and SEC Connect reserves the right to change the fees for services offered on the Site or by SEC Connect at any time. Fees are due within 30 days after the date of any invoice transmitted by SEC Connect. Any payment not received when due may result in a suspension of your access to the Site and will accrue interest at a rate of one and one-half percent (1 ½%) per month, or the highest rate allowed by applicable law, whichever is lower. If you fail to pay SEC Connect's invoice in accordance with these terms, you agree to pay all costs of collection, including but not limited to, reasonable attorneys' fees.

Privacy Statement

The personally-identifiable information that you provide us when registering to use the Site is subject to our Privacy Statement, which is a part of this Service Agreement. As indicated in our Privacy Statement, we will not provide your personal information to any unaffiliated third party except as required or permitted by law. Please take the time to review the important information contained in our Privacy Statement regarding our collection and use of this information.

General

You agree that this Service Agreement, and any provisions attendant to specific services obtained by you from the Site or SEC Connect, constitutes the entire agreement between us with respect to such services. SEC Connect was created and the Site is operated under the laws of the State of California. The laws of the State of California will control the terms and conditions provided in this Service Agreement, without giving effect to any principles of conflict of laws. You consent to the exclusive jurisdiction of the federal and state courts residing in the State of California over any claim arising under this Service Agreement. If a court of competent jurisdiction finds that any provision of this Service Agreement is invalid or unenforceable, the other provisions of this Service Agreement will remain in full force and effect. You agree that regardless of any applicable law to the contrary, you cannot file a claim or cause of action arising out of or related to the Site or this Service Agreement more than one (1) year after such claim or cause of action arose. You consent to receive all notices that we may wish to provide regarding the Site or SEC Connect on an electronic basis.

By accepting this Service Agreement, you agree to the terms of this Service Agreement, as it may be amended from time to time.