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Date of Last Revision: May 11, 2022

Terms of Use

PLEASE READ THESE TERMS OF USE (“TERMS OF USE”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Tegus, Inc. and its affiliates, including but not limited to Tegus Limited (hereinafter referred to together as “Tegus,” “Us,” “We,” or “the Company”) provides our customers with certain content on our websites located at www.tegus.com and www.bamsec.com (each a “Site” and together the “Sites”). The content on the Sites includes, but is not limited to, the curated contents of phone calls (“Calls”) made between our customers and individuals with particular subject matter expertise or experience with certain companies, industries, or subjects (“Experts”). We allow such content to be searched via our online platform and displayed through, among other things, transcripts and other derivative works (Site content, Calls and associated transcripts and services related to Calls shall collectively be referred to as the “Services”). By accessing or using the Site and Services or by clicking to accept or otherwise accepting these Terms of Use, you (“You” or “User”) agree that You have read, understand, accept, and agree to be bound by these Terms of Use and our Privacy Policy, found at www.tegus.com/privacy, incorporated herein by reference, whether or not You are a registered member of Tegus. If You are an entity who has employees or agents who will be using the Site on Your behalf or within their duties as employees or agents (“Active Users”), or otherwise provide access to third parties in connection with your use of the Services, You agree that such Active Users and other third parties will be informed of, and will not use the Site or Services unless they agree to, these Terms of Use. If You do not agree to these Terms of Use or the Privacy Policy, do not use this Site.

We reserve the right, at our sole discretion, to change these Terms of Use. All immaterial changes shall be effective immediately upon being posted on a Site. Those changes that we, in our sole discretion, deem material changes to the Terms of Use will be effective as to an existing User, who continues to use the Site, upon the earlier of: (1) the affirmative agreement of User; or (2) thirty (30) days after notice to the existing User is provided from a Company email address to User’s email address on file with the Company or via other means, including, but not limited to, a pop-up banner, message, or other conspicuous notice on the Site. If You assent to the new terms, such terms will be effective immediately. If You do not accept such changes, your sole and exclusive remedy is to cancel your account and discontinue using a Site and/or the Services. The latest Terms of Use will be posted on the Sites, and You should always review them prior to using the Site.

Eligibility

Each Site is intended solely for users who are eighteen (18) years of age or older and who are: (a) professional investors, corporations, or consultancies with extensive knowledge of markets, investment risks, and the limitations of the Site; (b) compliance or legal professionals employed or otherwise engaged by such professional investors, corporations, or consultancies; or (c) individuals or entities otherwise knowledgeable of markets, investment risks, and the limitations of the Site. Your use of the Site shall be deemed a representation by You that You meet the aforementioned eligibility requirements. If You do not meet these requirements, do not access or use the Site. Membership is void where prohibited.

Registration Data; Account Security

By signing up for the Services and using a Site, You agree to: (a) provide your accurate, current, and complete information for registration on the Site (“Registration Data”) when required; (b) maintain the security of your log-in credentials; (c) promptly update your Registration Data, and any other of your information to keep it accurate, current, and complete; and (d) be fully responsible for all use of your account. All Registration Data is governed by our Privacy Policy, and You consent to all actions we take with respect to your information consistent with our Privacy Policy. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

Without limiting any other remedies, the Company may, with notice to You, limit, suspend or discontinue your use of the Site and cancel your password at any time if it determines in good faith, in its sole discretion, that You have failed to comply with any of these Terms of Use or your account is used for actual or suspected illegal activity or otherwise improper use of the Services. We will not be liable if all or any part of the Site is unavailable at any time, for any period, for any reason. From time to time, and in the Company’s sole discretion, the Company may restrict User’s access to some parts of the Site, or the entire Site, for security reasons, routine maintenance or Site infection.

Proprietary Rights in Site Content; Limited License

All content on the Site (including, but not limited to, all transcripts and related information, profile information, general text, and design, and the selection and arrangement of such content (collectively, the “Site Content”) is the proprietary information of the Company, with all rights reserved by the Company. No Site Content may be modified, copied, distributed, framed, reproduced, republished, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission in each instance. Notwithstanding the foregoing, You may publish and reproduce your content, in the form of questions (“Questions”) that You ask of Experts on Calls, without the prior written permission of the Company, provided that responses to Questions on Calls shall not be used as described in the foregoing sentence and will remain proprietary information of the Company, with all rights reserved by the Company. From time to time, the Company may , but is not obligated to, review the Site and Site Content, and may delete or remove (without notice) any Site Content in its sole discretion, for any reason or no reason, including Site Content that in the sole judgment of the Company violates applicable law. Subject to the terms and conditions of these Terms of Use, You are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which You have properly gained access solely for your own use, provided that You keep all copyright or other proprietary notices intact. Except for Questions, or as otherwise permitted in these Terms of Use or any separate written agreement You may have with the Company, You may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate any Site Content 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 permission to use 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. Such unauthorized use may also violate applicable laws including securities, copyright and trademark laws, and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. If You breach these Terms of Use, the Company will provide You with written notice and You will have thirty (30) days to cure such breach. If such breach is not cured within the 30-day period, the Company may revoke your license hereunder. If You wish to make any use of Site Content other than as set forth in this section, please address your request to compliance@tegus.com.

Trademarks

The Company name, the terms, the company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company. You must not use such marks without prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Site are the trademark of their respective owners.

Copyright Policy

It is the Company’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. The Company prohibits the posting and/or sharing on the Site of any information that infringes or violates the copyright rights and/or other intellectual property rights of any person or entity. If You suspect that your copyright or other intellectual property right that You are tasked with enforcing is violated by or infringed on by any Site Content, please contact the Company at legal@tegus.com with the details of the alleged infringement. The Company reserves the right to terminate, in appropriate circumstances, the accounts of Users who infringe or are believed to be infringing the rights of copyright holders. In addition, the Company accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

User Conduct

You represent, warrant and agree that Calls or materials of any kind submitted or shared by You on or through the Services will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, or contain otherwise unlawful material.

Specifically, You expressly agree that You will not submit information that would violate your employer’s policies, or any agreements to which You are subject (including, without limitation, any confidentiality agreements), insider trading regulations, SEC regulations, and/or other applicable laws, rules and regulations. You agree that You will not knowingly trade on any material non-public information that may have been shared on any Call in violation of insider trading regulations and/or other applicable laws, rules and regulations. TEGUS TAKES CERTAIN MEASURES TO PREVENT, DETECT, AND CORRECT VIOLATIONS OF THE UNITED STATES SECURITIES LAWS AND OTHER RELEVANT LAWS AND REGULATIONS AND THE DISSEMINATION OF MATERIAL NON-PUBLIC INFORMATION IN CONNECTION WITH THE PROVISION OF THE SERVICES. TEGUS DOES NOT GUARANTEE THAT YOU WILL NOT BE EXPOSED TO ANY MATERIAL NON-PUBLIC INFORMATION AND YOU REMAIN SOLELY RESPONSIBLE FOR NOT VIOLATING ANY APPLICABLE LAWS, (INCLUDING, BY WAY OF EXAMPLE AND WITHOUT LIMITATION, THE UNITED STATES SECURITIES LAWS) WHEN USING ANY INFORMATION YOU
MAY OBTAIN IN CONNECTION WITH YOUR USE OF THE SERVICES. FOR PURPOSES OF THIS AGREEMENT, “MATERIAL NON-PUBLIC INFORMATION” SHALL MEAN INFORMATION THAT IS CONSIDERED MATERIAL NON-PUBLIC INFORMATION UNDER THE UNITED STATES SECURITIES LAWS, INCLUDING, BUT NOT LIMITED TO, THE SECURITIES EXCHANGE ACT OF 1934.

In addition, You agree, in connection with your use of the Sites and Services, that You will not:

  • act in any unlawful manner, including, but not limited to, touting or hyping an investment or otherwise engaging in market manipulating activities;
  • in connection with the purchase or sale of any security: employ any device, scheme, or artifice to defraud; make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person;
  • interact in any manner that could damage, disable, overburden, or impair the Site;
  • upload, post, transmit, share, store, or otherwise make available any content that could reasonably be deemed to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable;
  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself;
  • initiate a Call for any purpose other than asking Questions in connection with the Services;
  • distribute any unsolicited commercial materials or advertisements unrelated to the Services;
  • infringe any third party’s proprietary rights or rights of publicity or privacy;
  • act in an obscene manner or distribute any material that would be “adult” in nature, harmful to minors, or contain pornography;
  • distribute any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
  • link directly or indirectly to, or include descriptions of, goods or services that are prohibited under these Terms of Use or that You do not have a right to link to or include; or
  • advocate, encourage, or assist any third party in doing any of the foregoing.

User Content

You understand and acknowledge that You are solely responsible for all content (including, but not limited to, any of your content in any Calls in which You participate, information provided by way of any Services, or profile information of any kind) that You provide to the Company or share on or through the Site, or transmit to or share with other users of the Site (collectively the “User Content”). The Company is not responsible, and shall not be held liable, for the accuracy of any User Content or for validating the availability and/or use of such content on the Site. If You participate on any Calls that get recorded, You grant to us all rights necessary to create transcripts of such Calls and such transcripts of your portion of Calls are also considered “User Content.” When You provide User Content to the Company, You authorize and direct us to make such copies and backups thereof as we deem necessary in order to facilitate the posting and storage of Site Content. By providing User Content to the Company, You automatically grant, without compensation to You, and You represent and warrant that You have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid-up, royalty-free, worldwide license (with the right to sublicense through multiple tiers) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, (including, without limitation, any commercial purpose, including, advertising and/or promotional purposes, and/or any other purpose) on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing, with or without compensation to the Company; provided, that it is our policy that User shall not be identified in Site Content. You represent and warrant that all User Content does and will comply with these Terms of Use. You further represent that Company may exercise the rights granted herein for User Content in a manner that will not cause the Company to infringe anyone’s intellectual property rights and that User Content will be free from viruses, infringing materials or libelous or slanderous materials.

You understand and agree that the Company may, but is not obligated to, review the Site and Site Content and may, in its sole discretion, delete or remove any content for any reason or no reason, including User Content that the Company deems, in its sole discretion, violates applicable law or these Terms of Use or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. If required by a valid legal order issued by a court of competent jurisdiction, or otherwise required by law, We may disclose your identity or other information about You to any third party who claims that material posted by You violates their rights, including intellectual property rights or their right to privacy. If the Company does share such information, we shall provide notice to the extent legally permitted to such User whose information has been shared. We have the right to take appropriate legal action, including but not limited to referral to law enforcement or regulatory authorities, for any illegal or unauthorized use of the Site. If such legal action is taken by the Company, we shall provide User with written notice of our actions when permitted. Without limiting the foregoing, we have the right to cooperate fully with law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or though the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY IN GOOD FAITH DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

Your Responsibilities

You will: (a) comply (and ensure the compliance of all of your and your affiliates’ employees and others that use the Sites and Service as your agent) with this Agreement; (b) be responsible for ensuring that information You provide on any Calls is not acquired or provided to Us in violation of any applicable law, policy, contractual restrictions, or other third-party rights, and do not infringe or misappropriate any intellectual property or other rights of any party; (c) use commercially reasonable efforts to prevent unauthorized access to or use of your user name, password, and the Site or Services, and notify Us promptly of any such unauthorized access or use or any other security breach (and the Company will use reasonable efforts to notify You if they become aware of the same); and (d) use the Services only in accordance with these Terms of Use and applicable laws and government regulations.

Fees and Payment for Purchased Services

Fees. You will pay all fees specified in each applicable Order Form. Except as otherwise specified herein or in an Order Form, (a) fees are based on Services purchased and not actual usage, (b) payment obligations are non-cancelable and fees paid are nonrefundable, and (c) quantities purchased cannot be decreased during the relevant Subscription Term (and no refunds will be granted for incomplete or partial usage of a subscription).

Invoicing and Payment. For all executed Order Forms, You will: (a) provide Us with valid and updated credit card information; (b) provide us with a valid purchase order; or (c) arrange for electronic funds transfer. If using an online order process, a valid credit card is the only form of payment accepted. Where permissible, when You provide credit card information to Us, You authorize Us to store such information and charge such credit card for all purchased Services listed in the applicable Order Form or through the online order process, for the initial Subscription Term and any renewal Subscription Term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due within thirty (30) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and for notifying Us of any changes to such information.

Overdue Charges. If any invoiced amount is not received by Us by the due date then, without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the section on Invoicing and Payment (including, without limitation, up-front payment).

Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our Services is thirty (30) or more days overdue (or seven (7) or more days overdue in the case of amounts You have authorized Us to charge to your credit card), We may, without limiting Our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least seven (7) days’ prior notice (for which email shall suffice) that your account is overdue, before suspending services to You. Such suspension will take effect if amounts due are not paid within the 7-day time period.

Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your access to and use of the Services hereunder (but not, for clarity, any Taxes based on Our gross income). If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees, and, unless otherwise agreed in an Order Form, You are solely responsible for any fees charged by your financial institutions and vendors in connection with payment of the fees described herein, including but not limited to outgoing wire fees.

Future Functionality. You agree that You are entering into these Terms of Use, including but not limited to your obligations hereunder and your agreement to make payments as set forth herein, based on the current offerings, content, functionality, and features, and such obligations and agreements are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Us regarding future functionality or features.

Subscriptions

Subscriptions. Unless otherwise provided in an applicable Order Form: (a) all Services are purchased as subscriptions; (b) subscriptions may be added or upgraded during a Subscription Term (as defined below and in the Order Form) and such added subscriptions will be prorated to the portion of that Subscription Term remaining at the time the subscriptions are added (but, for the avoidance of doubt, subscriptions may not be cancelled or downgraded, and no refunds will be granted for any incomplete or partial use of a subscription); and (c) any added subscriptions will terminate on the same date as the underlying subscriptions unless otherwise provided for in the Order Form.

Usage Rights and Limits. Services are subject to usage limits as stated herein or in an Order Form, including, for example, the quantities specified in the “Usage Rights” section of an Order Form(s). Unless otherwise specified: (a) a quantity in an Order Form refers to Active Users, and the Services may not be accessed by more than that number of Active Users; (b) an Active User’s password may not be shared with any other individual; and (c) upon written request of a customer (email sufficient), an Active User may be archived and a new individual (Active User) may replace the Active User who no longer requires ongoing use of the Site and Services. If We determine, in our sole discretion, that You are exceeding the Usage Rights granted to You, We will notify You and You will have thirty (30) days from the date of such notice to bring your usage within the limits of such Usage Rights. We may assist You in reducing your usage so that it conforms to the limits of such Usage Rights. If, notwithstanding Our efforts, You are unable or unwilling to abide by the Usage Rights, You will be invoiced for the excess usage over the Usage Rights at the rate set forth on the Order Form and You hereby agree to pay these additional fees without any right of set-off or deduction.

Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form (the “Subscription Term”). Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one (1) year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

Termination of Subscription. A party may terminate a subscription: (a) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors and such petition or proceeding is not dismissed within one hundred twenty (120) days.

Refund or Payment upon Termination of Subscription. If a subscription is terminated by You in accordance with this Section, We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination (unless otherwise specified in an Order Form, fees for access to Tegus Platform content are due and payable upon the Services Start Date, are not considered “prepaid” fees, and are nonrefundable). If a subscription is terminated by Us in accordance with this Section, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

Confidentiality

You agree that User Content as described herein will not be considered confidential and may be used by Us in a manner that permits others to view such User Content. All Registration Data and other confidential information provided to Us in connection with the Services shall be kept confidential by the Company. In performing or offering services related to Calls, Tegus and Experts may be exposed to confidential information of User, including, but not limited to, information not generally known and proprietary to User, including research topics, Experts requested, and business or marketing strategies. Upon request of User, Tegus shall remove confidential information from the transcript of a Call and return to User all materials, in any medium, which contain, embody, reflect or reference all or any part of such confidential information.

Links

The Site and Services may contain links to third-party websites or resources. You acknowledge and agree that the Company is not responsible or liable for the availability or accuracy of such websites or resources, or for the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Company of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.

Disclosure of Recording

Tegus recognizes that there are varying laws relating to the recording of phone calls and other communication mediums without the direct consent of the party recorded. User hereby consents to the recording of Calls and to the recording of its employees, if applicable. To ensure the protection of User’s rights under the law, User will receive a notification of recording at the beginning of a Call. By remaining on the call following the notification, User acknowledges the notification and consents to having the call recorded. You acknowledge that Tegus may include transcripts of your Calls in its online repository for viewing by other clients, provided that Tegus will remove your name or the names of your employees (if applicable) from the transcripts.

Direct and Follow Up Engagements

You agree, following your introduction to any Expert by Tegus, that unless You have documented evidence of a prior existing business relationship with such Expert, You will not knowingly solicit from or propose to any such Expert any kind of business relationship without the written express consent from Tegus. User is free to choose an Expert through other expert networks if they are presented through those networks.

Disclaimer of Warranties

EXCEPT AS OTHERWISE PROVIDED HEREIN OR IN AN ORDER FORM: THE SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY; YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY SERVICES; TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ANY WEBSITE LINKED TO IT; TEGUS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.

Limitation of Liability

TEGUS WILL NOT BE LIABLE FOR ANY LOST PROFITS AND INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN ADDITION, AND WITHOUT LIMITATION, TEGUS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. THE MAXIMUM LIABILITY OF TEGUS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO TEGUS TO ACCESS AND USE THE SERVICES. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

While we try to maintain the integrity and security of the Services, we do not guarantee that the Services will be or remain secure, complete or correct, or that access to the Services will be uninterrupted. Additionally, third parties may make unauthorized alterations to the Services or any content viewed through the Services. If You become aware of any unauthorized third-party alteration of the Services, contact us at support@tegus.com with a description of the material(s) at issue and the URL or location on our website or Services where such material(s) appear.

Your use of the Site and Services are not intended to and shall not be interpreted to create any attorney-client or other professional-client (e.g., CPA or RIA) relationship between You and the Company or any other User orExpert. WHILE SITE CONTENT MAY CONCERN LEGAL, INVESTMENT, ACCOUNTING,OR OTHER ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT LEGAL ADVICE, INVESTMENT ADVICE, ACCOUNTING ADVICE, OR OTHER PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED IN CONNECTION WITH THE SERVICES WITHOUT SEEKING LEGAL ADVICE OF COUNSEL IN THE RELEVANT JURISDICTION, OR THE ADVICE OF A COMPETENT PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER. TEGUS EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT IN CONNECTION WITH THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT IS NOT PROVIDED FOR THE PURPOSE OF RENDERING LEGAL, INVESTMENT, ACCOUNTING, OR OTHER PROFESSIONAL SERVICES. IF YOU BELIEVE YOU REQUIRE LEGAL ADVICE OR OTHER EXPERT ASSISTANCE, YOU SHOULD SEEK THE SERVICES OF A COMPETENT PROFESSIONAL.

Accuracy of Information; Updating of Services

The Company does not knowingly provide information on or in connection with the Services that is incomplete, inaccurate, or out of date but, nonetheless, Site Content may occasionally be inaccurate, incomplete, or out of date and we are under no obligation to update such material. Accordingly, we make no representation as to the completeness, accuracy, or correctness of such information, including all descriptions, images, references, features, content, specifications, products and prices of products and services described or depicted in the Services. Such information is also subject to change at any time without notice. Descriptions and images of, and references to, third-party products or services available in connection with the Services do not imply Tegus’ endorsement of such third-party products or services. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws in regard to the possession, use, and sale of any item purchased in connection with the Services. We disclaim all liability and responsibility arising from any reliance placed on such information by You or any other visitor to the Site, or by anyone who may be informed of any of its contents. The Services and Site Content may be updated or revised (including having certain Site Content removed) at the discretion of Company at any time.

Indemnity

You agree to defend, indemnify, save, and hold the Company harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Services, any violation by You of these Terms of Use, or any breach of the representations, warranties and covenants made by You herein. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify the Company and You agree to cooperate with the Company’s defense of these claims. The Company will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this Section will survive any termination of these Terms of Use.

Jurisdictional Issues

The Services are controlled and operated by Tegus from the United States and are not intended to subject Tegus to the laws or jurisdiction of any state, country or territory other than that of the United States. Tegus neither represents nor warrants that a Service or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Services, You do so on your own initiative and at your own risk, and You are responsible for complying with all local laws, rules, and regulations. We may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time.

Governing Law and Arbitration

This Agreement is governed by the laws of the State of Illinois, U.S.A., without regard to its conflicts of law provisions, and regardless of your location. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND TEGUS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, EXCEPT FOR THOSE CLAIMS RELATED TO PROTECTION OF INTELLECTUAL PROPERTY, SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND, BY YOUR ACCESS TO OR USE OF THESE SERVICES, YOU AGREE THAT YOU AND TEGUS ARE EACH WAIVING OUR RIGHT TO TRIAL BY A JURY. BY YOUR ACCESS TO OR USE OF THE SERVICES, YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND, BY YOUR ACCESS TO OR USE OF THE SERVICES, YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement. Any in-person hearings or appearances shall be held in Cook County, State of Illinois, U.S.A. Arbitration proceedings shall be conducted in a manner that preserves confidentiality. The arbitrator's decision shall follow this Agreement and shall be final and binding. The arbitrator shall have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Class Action Waiver

ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMES OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND THE COMPANY SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.

IF YOU DO NOT WISH TO BE BOUND BY THE CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY TEGUS IN WRITING OR VIA EMAIL WITHIN NINETY (90) DAYS OF THE DAT THAT YOU FIRST ACCEPTED THESE TERMS OF USE. SUCH NOTIFICATION MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR USERNAME, and (4) A CLEAR STATEMENT THAT YOU DO NOT AGREE TO THE CLASS ACTION WAIVER.

Miscellaneous

If any term, condition, or provision of these Terms of Use (or part thereof) is determined to be unlawful, invalid, void, or for any reason unenforceable, the validity and enforceability of the remaining terms, conditions, and provisions (or parts thereof) shall not in any way be affected or impaired.

Tegus’ relationship to the User, if any, shall be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee, or agency relationship between Tegus and the User or its affiliates.

You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use without Our express prior written consent, and any prohibited assignment, transfer or sublicense is void. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. No professional-client relationships shall be formed on the Site. 

Except as expressly stated in an Order Form, Expert agreement, or other written agreement, these Terms of Use constitute the entire agreement between You and the Company relating to the subject matter herein and supersedes any and all prior and contemporaneous oral and written agreements, writings, and all other communications between the parties. In the event that there is a conflict between these Terms of Use and any separate acknowledgements and/or undertakings given by You to Tegus in connection with any Call or Services these Terms of Use will prevail, unless such any separate acknowledgements and/or undertakings expressly state that they shall prevail in the event of such a conflict. Any amendment to these Terms of Use must be in writing, accepted by both parties, and expressly state the intention to constitute an amendment to these Terms of Use.

Your Comments and Concerns.

The Sites are operated by Tegus, Inc. All notices of copyright infringement claims should be sent to legal@tegus.com. All other feedback, comments, requests for technical support, and other communications relating to the Site should be directed to support@tegus.com.

These Terms of Use are effective as of May 11, 2022.