Terms of Use

THIS TERMS OF USE GOVERNS YOUR USE OF THE STRATEGY EXECUTION ADVISORS WEBSITE WWW.STRATEGYEXECUTIONADVISORS.COM (“WEBSITE”), AND WEBSITE’S CONTENTS. STRATEGY EXECUTION ADVISORS IS UNWILLING TO LICENSE OR OTHERWISE AUTHORIZE YOUR USE OF THE WEBSITE EXCEPT ON THE TERMS CONTAINED IN THIS TERMS OF USE DOCUMENT. YOUR USE OF THE STRATEGY EXECUTION ADVISORS WEBSITE SHALL CONSTITUTE AN ACCEPTANCE BY YOU OF THE THIS TERMS OF USE. IF YOU DO NOT WISH TO AGREE TO THE TERMS OF USE, DISCONTINUE ALL USE OF THE STRATEGY EXECUTION ADVISORS WEBSITE AND WEBSITE CONTENTS.

THESE TERMS OF USE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF STRATEGY EXECUTION ADVISORS’ OBLIGATIONS AND RESPONSIBILITIES TO YOU, AS USER OF THE STRATEGY EXECUTION ADVISORS WEBSITE, AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF STRATEGY EXECUTION ADVISORS RELATING TO THE SUBJECT.

Definitions.

a. “Strategy Execution Advisors Parties” is Strategy Execution Advisors, LLC, its licensed affiliates, service providers, licensors and/or suppliers.

b. “Website” is www.StrategyExecutionAdvisors.com, including certain non-public areas accessible by authorized users only.

c. “Website Contents” is all materials on the Website, including, without limitation, text, images and software, and all modifications and enhancements thereof.

 User Conduct on the Website.

When using the Website, you agree:

a. not to use the Website in any way that is unlawful, or harms a Strategy Execution Advisors Party or any customer of a Strategy Execution Advisors Party, as determined by Strategy Execution Advisors, in its sole discretion;

b. not to interrupt, or attempt to interrupt, the operation of the Website in any way;

c. not to restrict, in any way, any other user from using the Website;

d. not to post or transmit to the Website any software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

e. not to use the Website to transmit, directly or indirectly, any unsolicited bulk email or unsolicited commercial email (spam);

f. not to post any obscene, indecent, pornographic, hateful, profane, sexually explicit, abusive, false or misleading, fraudulent, slanderous, libelous, defamatory, unlawful or otherwise objectionable material, at any time;

g. to assume sole responsibility for the content of any materials you post on the Website;

h. except as necessary to use the Website as provided in this Section, not to copy, reproduce, post or distribute, in any way, any portion of the Website or derivative works thereof; and

i. to comply with any reasonable rules or regulations relating to use of the Website posted on the Website.

Links to Other Websites; Third Party Account Information.

The Website may contain links and pointers to other sites on the Internet which may be maintained by third parties. By accessing the Website, you authorize Strategy Execution Advisors and its agents to access third party sites designated by you or on your behalf, to submit and retrieve information authorized or requested by you, and you appoint Strategy Execution Advisors and its agents as your agent for this limited purpose. You acknowledge that Strategy Execution Advisors does not control, and is not responsible for, the availability, accuracy, or currency of such third-party sites or any information, content, products or services accessible from such third-party sites.

Purchases.

If you make purchases on the Website or through third-party sites, you may be asked to supply certain information, including credit card or other payment mechanism information. You agree that all information you provide for purposes of making purchases will be accurate, complete and current. You agree to pay all charges incurred by users of your account and credit card or other payment mechanism at the prices in effect when such charges are incurred. You also will be responsible for paying any applicable taxes relating to any such purchases.
Information Provided.

Strategy Execution Advisors reserves the right, in its sole discretion and without notice, to correct any errors or omissions in any portion of the Website, to modify the Website, to add or delete features on the Website, or to deny access to the Website to anyone at any time. You acknowledge and agree that Strategy Execution Advisors is not responsible for any materials posted by third-party users of the Website. Prior to purchasing any third party products or services described on the Website, you are advised to verify pricing and other information. Strategy Execution Advisors shall have no liability arising from your purchases of third party goods or services based upon the information provided on the Website.

Modification to the Website.

Strategy Execution Advisors reserves the right to modify, suspend or discontinue the Website or any portion thereof at any time, including the availability of any area of the Website. Strategy Execution Advisors may also impose limits on certain features and services or restrict your access to part or all of the Website without notice or liability.

Privacy and Security.

Strategy Execution Advisors has taken reasonable actions, including encryption and firewalls, to ensure that your personal information is disclosed only to those designated by you. However, you acknowledge that the Internet is an open system and Strategy Execution Advisors can not and does not warrant or guarantee that personal information will not be intercepted by third parties. Strategy Execution Advisors disclaims any liability for interception of any data or communications. Notwithstanding the first sentence in this Section, Strategy Execution Advisors may disclose information submitted by you to Strategy Execution Advisors or the Website if required by law or in the event that Strategy Execution Advisors, in good faith, believes disclosure is necessary to (i) comply with legal process, or (ii) protect the rights or property of Strategy Execution Advisors’ Parties, users of the Website or others. Strategy Execution Advisors does not sell or rent your personal information to third parties for their marketing purposes without your explicit consent and we only use your information as described in the Privacy Statement. For more information on Strategy Execution Advisors’ Privacy Statement, see the Privacy Statement posted on the Website. If you object to your information being used in the manner set forth in the Privacy Statement, you should discontinue use of the Website.

Reservation of Rights.

a. All rights not expressly granted to you pursuant to these Terms of Use are reserved to Strategy Execution Advisors.

Monitoring.

To the maximum extent permitted by applicable law, you grant Strategy Execution Advisors the right to monitor the Website, and your use of it, and to disclose such information in the event that Strategy Execution Advisors, in good faith, believes it is necessary for purposes of ensuring your compliance with these terms of use, and protecting the rights, property, and interests of Strategy Execution Advisors Parties or any customer of a Strategy Execution Advisors Party.

Proprietary Protection of Website.

Strategy Execution Advisors is the owner or licensee of all right, title and interest in and to the Website and Website Contents, and all modifications and enhancements thereof, including all trade secrets, copyrights and patents pertaining thereto. These Terms of Use do not provide you with title or ownership of the Website or any Website Contents, but only a right of limited use in accordance with these Terms of Use.

You may not use, display, reproduce, create derivative works of, re-license, sell or distribute the Website, Website Contents, or any portion thereof, except as otherwise provided in these Terms of Use.

You acknowledge and agree that the Website and Website Contents consists of proprietary products of Strategy Execution Advisors or third parties, protected under United States copyright law and trade secret laws generally. The Strategy Execution Advisors Website and Website Contents are Copyright © 2011 Strategy Execution Advisors, LLC. All rights reserved. You will devote your best efforts to ensure that all your personnel and all other persons afforded access to the Website and/or Website Contents shall protect same against improper use.

You acknowledge that Strategy Execution Advisors does not grant any license or other right to use any of its trademarks, service marks, copyrightable material, or other intellectual property, except as expressly provided in this Terms of Use.

You acknowledge that, in the event of your breach of any of the provisions of this Section, Strategy Execution Advisors will not have an adequate remedy at law. Strategy Execution Advisors shall, therefore, be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Strategy Execution Advisors’ right to obtain injunctive relief shall not limit its right to seek further remedies.

Indemnification.

You hereby agree to indemnify, defend and hold harmless Strategy Execution Advisors from and against any and all claims, proceedings, damages, liability and costs (including reasonable attorneys fees) incurred by Strategy Execution Advisors in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth herein, (ii) any acts by you or materials or information posted or transmitted by you in connection with the Website, regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defense of any claim. Strategy Execution Advisors reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Strategy Execution Advisors.

Disclaimer of Warranties.

THE WEBSITE, INCLUDING ALL WEBSITE CONTENTS, IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND "AS AVAILABLE." STRATEGY EXECUTION ADVISORS PARTIES MAKE NO WARRANTY OF ANY KIND WHATSOEVER, EXPRESS, STATUTORY OR IMPLIED. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, (i) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, SECURITY, ACCURACY, NON-INFRINGEMENT, AVAILABILITY, RELIABILITY, OR UNINTERRUPTED ACCESS; (ii) WARRANTIES ARISING THROUGH COURSE OF DEALINGS OR USAGE OF TRADE; AND (iii) WARRANTIES THAT ACCESS TO OR USE OF THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. THIS DISCLAIMER APPLIES TO ANY EXPENSES, DAMAGES OR INJURY, REGARDLESS OF THE CAUSE. WHETHER FOR BREACH OF CONTRACT, STRICT LIABILITY, TORTUOUS BEHAVIOR, NEGLIGENCE, OR FOR ANY OTHER CAUSE OF ACTION.

NO ADVICE OR INFORMATION PROVIDED BY STRATEGY EXECUTION ADVISORS SHALL CREATE ANY WARRANTY.

Exclusive Remedy; Limitation on Liability; Cumulative Liability.

IF YOU ARE DISSATISFIED WITH THE STRATEGY EXECUTION ADVISORS WEBSITE (INCLUDING ANY OF THE WEBSITE CONTENTS), YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF USE, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST STRATEGY EXECUTION ADVISORS WITH RESPECT TO THESE TERMS OF USE OR THE STRATEGY EXECUTION ADVISORS OR WEBSITE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE STRATEGY EXECUTION ADVISORS AND WEBSITE.

IN NO EVENT SHALL STRATEGY EXECUTION ADVISORS BE LIABLE TO YOU, OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR SIMILAR LOSSES) EVEN IF STRATEGY EXECUTION ADVISORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY SET FORTH IN THIS SECTION 11 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY IS DEEMED UNENFORCEABLE.

THE CUMULATIVE LIABILITY OF STRATEGY EXECUTION ADVISORS TO YOU FOR ALL CLAIMS RELATED TO THE STRATEGY EXECUTION ADVISORS WEBSITE AND THESE TERMS OF USE INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, STRICT LIABILITY, TORT, NEGLIGENCE OR OTHER CAUSE OF ACTION SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL USER FEES PAID BY YOU FOR USE OF THE STRATEGY EXECUTION ADVISORS WEBSITE DURING THE IMMEDIATELY PRECEDING 6 MONTH PERIOD.


All limitations on liability, damages and claims are intended to apply without regard to whether other provisions of these Terms of Use have been breached or have proven ineffective.

No third party is authorized by Strategy Execution Advisors to make any representation or warranty to you regarding the Strategy Execution Advisors Website.

Statute of Limitations.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Strategy Execution Advisors Website, or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Modifications to Terms of Use.

Strategy Execution Advisors reserves the right to modify these Terms of Use. Any modification is effective immediately upon posting to the Website or distribution via electronic mail or conventional mail. You are responsible for regularly reviewing the terms, conditions and policies affecting your use of the Strategy Execution Advisors Website. Your continued use of the Strategy Execution Advisors Website following notice of any modification to these Terms of Use shall be conclusively deemed an acceptance of all such modifications.

Miscellaneous.

These Terms of Use and the relationship between you and Strategy Execution Advisors shall be governed by the laws of the State of Ohio without regard to its conflict of law provisions. You and Strategy Execution Advisors agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Ohio.

The headings of sections of these Terms of Use are for convenience of reference only and shall not affect the meaning or interpretation of these Terms of Use.

You agree that Strategy Execution Advisors may provide notices and other communications to you solely by means of e-mail, posting on the Website or other electronic transmission.

These Terms of Use constitutes the entire agreement between you and Strategy Execution Advisors with respect to the Strategy Execution Advisors Website (including the Website Contents), and supersedes all prior agreements between you and Strategy Execution Advisors. If the terms contained in these Terms of Use conflict with any other terms contained within the Website, then the terms of these Terms of Use shall control. Failure by Strategy Execution Advisors to enforce any provision of these Terms of Use shall not be construed as a waiver of any provision or right.

In the event that any portion of these Terms of Use is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intent of the parties, and the remainder of the provisions shall remain in full force and effect.