Welcome to the Cowen Prime Services website. The following paragraphs detail the terms and conditions under which the site is offered. Your use of the Web site signifies your acceptance of those terms and conditions. Aspects or features of the site, and the terms and conditions for use of the site, may change at any time.
ACCESS AGREEMENT FOR GUESTS OF COWEN PRIME SERVICES
This Access Agreement is between Cowen Prime Services (including any affiliates, divisions or units) (collectively, “Cowen Prime Services”), and any guests or clients of Cowen Prime Services (“you” or “your”), and relates to certain information (“Information”) to which you will have electronic access through Cowen Prime Services’s World Wide Web site on the Internet (“Site”):
Guest: Any user of the Site other than a current client of Cowen Prime Services.
Client: Any current client of Cowen Prime Services. If you are a Cowen Prime Services client, this Agreement is in addition to, and does not nullify, any other agreement between you and Cowen Prime Services governing the conduct of your relationship with Cowen Prime Services.
You acknowledge that this Site is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security which may be referenced in the Site. Offers can only be made where lawful under applicable law. If you wish to learn more about information contained on this Site, you may contact a Cowen Prime Services Investment Executive.
A Guest and/or client will be deemed to accept and agree to be bound by the terms and conditions of this Agreement by using the site. See section 7 below. Cowen Prime Services shall provide you with electronic access, through your computer or other electronic device (collectively “Computer”), to the Information, including, but not limited to, the provision of Information through the Site by means of an unaffiliated Internet service provider (the “Provider”) and the ability to communicate electronically with Cowen Prime Services (“E-mail”). Cowen Prime Services may cancel or change the Information at any time upon printed or electronic notice. Your continued use of the Information following the posting or notice of any changes will constitute your acceptance of such changes. You agree not to attempt to connect to the Site, to use the Information or to view any of the Information if you do not agree to the terms of this Agreement.
The Information permits you to communicate electronically by sending an E-mail message to Cowen Prime Services. You agree not to use E-mail for the transmission of orders to purchase or sell a security or to transfer funds, or to transmit any personal credit information (including credit card numbers), to give notice of a change of address or to give Cowen Prime Services any time-sensitive instructions. In addition, if you are a Cowen Prime Services client, you agree not to use E-mail made available through the Information to give Cowen Prime Services any instruction affecting your account(s) or any linked accounts, including, but not limited to, placing orders to purchase or sell a security or to transfer funds. Cowen Prime Services shall not be liable for any actions taken or any omissions to act as a result of any E-mail message you send to Cowen Prime Services.
PROPERTY RIGHTS IN INFORMATION AND SERVICES; SUITABILITY AND COMPLIANCE WITH LAW
A. Any Information provided through the Site is being provided by Cowen Prime Services only for your personal, non-commercial use and display. You may download the Information to the Computer and print out a hard copy for your personal reference, provided that you agree not to remove any copyright or other notices contained therein.
B. The Information is the property of Cowen Prime Services or its licensors and is protected by applicable copyright, patent, trademark or other intellectual property laws. Except as expressly authorized herein, you may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such Information provided in any manner (including electronic, print or other media now known or hereafter developed) without the written consent of Cowen Prime Services. You also agree not to use the Information for any unlawful purpose, and you shall comply with any request of Cowen Prime Services or any of the third party providers to protect their respective rights in the Information.
C. Although the Information may include material about the investment process generally as well as research commentary relating to specific securities, Cowen Prime Services is not providing investment advice through the Site and does not represent that any such securities are suitable for you. In addition, you agree to make your own independent evaluation of the investment merits and suitability for you of any such securities. Such information shall not be deemed to be a solicitation of a transaction by Cowen Prime Services or any third party provider. The Information contained on the Site reflects the authors’ analysis as of the published date. Other authors may have different, and possibly less favorable, analyses. The accuracy, completeness or timeliness of such Information cannot be guaranteed and is subject to change without notice. Reliance upon any Information or statement contained in the Site, or on any links from this Site to any third- party site shall be at your risk. Neither Cowen Prime Services, nor any affiliated entity of Cowen Prime Services, nor any of the respective agents, employees, or information providers shall be liable to you or anyone else for any inaccuracy, error, omission, interruption, timeliness, completeness, deletion, defect, alteration, or use of any content herein, regardless of cause. Further, the price for any security contained in any section of the Site may differ from the price for that security contained on any other section of the Site. Neither Cowen Prime Services nor any third party provider is under an obligation to update the Information to reflect circumstances that may occur after the earlier of the date first appearing on the Site or the date contained on the Information. You also acknowledge that the Information will not be used by you as tax or legal advice.
D. In the event you use the Site, the Information, or the links included on the Site to gain access to a World Wide Web site or an Internet location or source of information of any company, organization or person other than Cowen Prime Services, or to any other Internet location, you acknowledge that such other sites or locations are not under the control of Cowen Prime Services, you agree that Cowen Prime Services shall not be responsible for any information or other links found at any such World Wide Web site or Internet location or sources of information, or for your use of such information, and you agree that Cowen Prime Services does not endorse such links. Cowen Prime Services provides such links only as a convenience to you, and has not tested any software or verified any information found at such sites. The fact that Cowen Prime Services has provided a link to another site does not signify an endorsement of the site or its contents by Cowen Prime Services. There are inherent risks in the use of any software or information found on the Internet, and you acknowledge that you understand these risks before making any use of the Site or the Information.
E. Transmission or use of any material in violation of this Agreement, or any applicable law, rule or regulation (whether of the United States or other countries), or the rights of any third party is prohibited. This includes, but is not limited to, copyright material, material which is defamatory, threatening, obscene, lewd and indecent, material protected by trademark, trade secret, or patent laws, or material that result in an invasion of privacy.
F. You understand and acknowledge that Cowen Prime Services may make markets and effect transactions, including, without limitation, long or short transactions or transactions contrary to any recommendations herein, or have positions in the securities mentioned herein (or options with respect thereto) and may also have performed investment banking services for, or solicited investment banking services from, the issuers of such securities. In addition, employees of Cowen Prime Services may have long or short positions and effect transactions for their own accounts in the securities or options of the issuers mentioned herein and may serve as directors of such issuers.
WARRANTIES AND LIMITATION OF LIABILITY REGARDING THE INFORMATION
A. THE ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS OF THE INFORMATION CANNOT BE GUARANTEED. Cowen Prime Services AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT HAVE ANY RESPONSIBILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES YOU MAY INCUR FROM ANY RELIANCE BY YOU ON INFORMATION OR FOR THE RELIABILITY, ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS THEREOF, OR FOR ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY PART OF THE INFORMATION, OR FOR ANY UNAUTHORIZED USE BY YOU OF E-MAIL.
B. YOU UNDERSTAND THAT ANY QUOTATIONS PROVIDED AS PART OF THE INFORMATION MAY BE DELAYED AND MAY NOT REFLECT THE PRICES AT WHICH THE QUOTED SECURITIES MAY BE BOUGHT OR SOLD. YOU SHOULD NOT MAKE ANY DECISIONS TO BUY OR SELL SECURITIES BASED ON SUCH QUOTATIONS OR ON ANY OTHER INFORMATION ACCESSED ON OR THROUGH THE SITE. YOU UNDERSTAND THAT Cowen Prime Services DOES NOT GUARANTEE THAT IT WILL CONTINUE TO MAKE THE INFORMATION AVAILABLE TO YOU WHETHER BY THE SAME METHODS CURRENTLY USED OR OTHERWISE. YOU AGREE NOT TO HOLD Cowen Prime Services LIABLE FOR ANY DAMAGES ARISING FROM A DISCONTINUATION OR MODIFICATION OF ALL OR PART OF THE INFORMATION.
C. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Cowen Prime Services AND ITS AFFILIATES, AGENTS AND LICENSORS HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ERROR-FREE AND UNINTERRUPTED SERVICES. Cowen Prime Services DOES NOT WARRANT, GUARANTY, OR MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OR ASSUME ANY LIABILITY TO YOU REGARDING (i) THE USE OR THE RESULTS OF THE USE OF THE INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL RESULTS BASED UPON USE OF THE INFORMATION OR ANY DELAY OR LOSS OF USE OF THE INFORMATION, OR (ii) SYSTEM PERFORMANCE AND EFFECTS ON OR DAMAGES TO SOFTWARE AND HARDWARE IN CONNECTION WITH ANY USE OF THE SITE OR INFORMATION.
D. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, Cowen Prime Services SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION, THROUGH THE INFORMATION, OF A COMPUTER VIRUS, OR OTHER COMPUTER CODE OR PROGRAMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT, OR OTHERWISE IMPEDE IN ANY MANNER THE AVAILABLILITY OF THE INFORMATION OR ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY.
E. IN ADDITION TO AND WITHOUT LIMITING THE FOREGOING, Cowen Prime Services MAKES NO REPRESENTATION AND ASSUMES NO LIABILITY REGARDING THE QUALITY, SAFETY, ACCURACY, OR SUITABILITY OF ANY INFORMATION OR SOFTWARE FOUND ON ANY OTHER SITE NOT UNDER Cowen Prime Services’s CONTROL.
F. Cowen Prime Services AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU RELATED IN ANY WAY TO YOUR USE OF THE INFORMATION. EXCEPT AS OTHERWISE PROVIDED BY LAW, Cowen Prime Services SHALL HAVE NO LIABILITY FOR LOSSES CAUSED BY THE NEGLIGENCE, ACTIONS OR FAILURE TO ACT OF THE PROVIDER OR ANY THIRD PARTY PROVIDER, AND TO THE EXTENT PERMITTED BY LAW, NEITHER Cowen Prime Services NOR THE PROVIDER OR ANY THIRD PARTY PROVIDER SHALL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (REGARDLESS OF WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE), OR FOR ANY LOSS THAT RESULTS FROM A CAUSE OVER WHICH Cowen Prime Services OR ANY OTHER SUCH ENTITY DOES NOT HAVE CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, UNAUTHORIZED ACCESS, STRIKES, FAILURES OF COMMON CARRIER OR UTILITY SYSTEMS, SEVERE WEATIFER, OR OTHER CAUSES COMMONLY KNOWN AS “ACTS OF GOD”.
YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that you are of the age of majority.
Cowen Prime Services shall use reasonable precautions to maintain the confidentiality of the information you have provided to Cowen Prime Services and information you have created, input or developed in connection with your use of the Information, but because such information can be accessed through the Internet, you hereby acknowledge and agree that there can be no assurance that the information, and material provided to you through the Information, or any communication through E-mail will remain secure. In addition, Cowen Prime Services may disclose such information to its employees, representatives, officers, agents and affiliates, as well as a government entity or any other third party agent or sense provider (a) for any purpose related to the conduct of Cowen Prime Services’s business or to the offering, providing, or maintaining of the Information; (b) to comply with applicable rules, orders, subpoenas or other legal process, or in order to give information to any government agent or official requesting such information; or (c) for any other legitimate business purpose.
Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed by and construed in accordance with the laws of the state of Delaware without giving effect to principles of conflicts of law. By browsing or accessing this Site, you accept and agree to be bound by the laws of such jurisdiction. In the event that you do not agree to be bound by such laws, you must immediately discontinue your browsing or access to the Site. The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which you reside. You agree that any action to enforce the Agreement shall be brought in the federal courts located in Delaware.
Either you or Cowen Prime Services may terminate this Agreement and your access to the Information at any time. Cowen Prime Services may discontinue or change the Information, or its availability to you, at any time. Any violation or breach by you of any of the terms of this Agreement will be cause for Cowen Prime Services to terminate your access to the Information without notice. Paragraphs 4, 6 and 11 shall survive the termination of this Agreement.
The rescue and/or any commercial redistribution of the Information is not permitted. This Agreement and your rights and obligations hereunder may not be assigned by you without the written permission of Cowen Prime Services and shall inure to the benefit of Cowen Prime Services, its successors and assigns whether by merger, consolidation or otherwise. Cowen Prime Services may assign this Agreement or any of its rights or obligations under this Agreement to a company affiliated with, or any successor to an assignee of Cowen Prime Services to any other third party.
A. This Agreement represents the complete and exclusive statement of the agreement and understanding between you and Cowen Prime Services, regarding our rights to access and use the Information on the Site, and supersedes all prior and contemporaneous agreements and representations regarding such subject matter. Except as herein provided, no waiver, modification or amendment of any provision of this Agreement shall be effective against Cowen Prime Services unless the same is in writing and signed by an authorized official of Cowen Prime Services. Cowen Prime Services may modify these terms and conditions at any time upon written notice or electronic posting to the Site. Cowen Prime Services reserves the right, in its sole discretion, to deny access to any user to this Site, or any portion hereof. You agree that if you use the Information after such notification of changes in the Agreement, you will be bound to all such changes. At the time of such modification, you will have the opportunity to reject such modification, which rejection shall constitute a termination of this Agreement and of your rights to access and use the Site and Information. Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect.
B. Cowen Prime Services’s failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on the part of Cowen Prime Services to exercise any power or right given to Cowen Prime Services in this Agreement, or a continued course of such conduct on the part of Cowen Prime Services shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise, all rights and remedies given to Cowen Prime Services in this Agreement are cumulative and not exclusive of any other rights or remedies which Cowen Prime Services otherwise has at law or equity.
As a condition of your use of the Site, you hereby indemnify and hold harmless Cowen Prime Services, (and its directors, officers, employees, control persons, vendors, licensors and agents), the Provider, and any third party provider from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs) arising out of or related to your breach of your agreements, representations and warranties contained in this Agreement or your use of the Information (i) in violation of this Agreement; (ii) in violation of any rights of Cowen Prime Services, the Provider and any third party Information Provider, including copyright, patent, trade secret, trademark, or other intellectual property rights and publicity and privacy rights; or (iii) in violation of any applicable law, rule or regulation. This indemnification shall be binding upon you and your executors, heirs, successors and assigns.
BY ACCESSING THIS SITE, I AGREE THAT (a) I HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS; AND (b) I ACKNOWLEDGE THAT I HAVE READ AND RECEIVED ELECTRONICALLY A COPY OF THIS AGREEMENT.