Terms of Service

Date of Last Revision: January 2, 2018

Tegus, Inc. and its affiliates (together, which shall be referred to as “Tegus”, “Us”, “We”, or “the Company”) delivers primary due diligence via an online searchable platform and one-on-one consultation calls (“Calls”, together with any corresponding transcripts, the “Services”) with experts (“Advisors”) for investors. By accessing or using our web site (such web site referred to as, the “Site’) and Services, you (“You” or the “User”) signify that You have read, understand and agree to be bound by these Terms of Use (the Terms of Use”), whether or not You are a registered member of Tegus. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without prior notice. Whenever we modify our Terms of Use, we will post the revised version of the Terms of Use on the Site and we will indicate at the top of this page the date these Terms of Use were last revised. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms of Use. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

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

Eligibility.

Membership is void where prohibited. This Site is intended solely for users who are eighteen (18) years of age or older. By using the Site and/or becoming a member of Tegus You confirm and represent that You are at least eighteen (18) years of age or older and You are a professional investor of the market with a sophisticated knowledge of investment markets, an understanding of the risks of investing and an understanding of the limitations of the Site and the User Content (as described below), or a compliance or legal professional employed by such professional investors.

Registration Data; Account Security.

By using the Site, You agree to (a) provide accurate, current and complete information about You as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your log-in credentials and password; (c) maintain and promptly update the Registration Data, and any other information You provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. Tegus may immediately discontinue the use of the Site and cancel your password at any time, with or without cause, in its sole discretion.

Proprietary Rights in Site Content; Limited License.

Excluding the User Content (as defined below), all content on the Site (including, without limitation, all company information, investment write-ups/theses, profile information, general text, design, etc. and their selection and arrangement (collectively, the “Site Content”) is the proprietary information of the Company, with all rights reserved by Company. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, 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. Provided that You are eligible for use of the Site and 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. You may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information 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 use of 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. Your license is revocable at any time without notice and with or without cause.

User Conduct.

You represent, warrant and agree that no Calls or materials of any kind submitted or shared by You on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

Specifically, You expressly acknowledge and agreed that You will not submit information that would be a violation of your employer’s policies, nor will You submit information that violates 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.

In addition, You agree not to use the Site to: act in any unlawful manner, including in a manner that could be deemed to violate applicable laws by touting or hyping an investment, manipulating securities or other investment prices or markets; employ any device, scheme, or artifice to defraud any person in connection with an investment, to 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 we deem 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.

User Content Posted on the Site.

You are solely responsible for all content (including all Calls and the subsequent Services, profile information, and text/design/content of any kind) that You share (hereinafter, “share”) on or through the Site, or transmit to or share with other users of the Site (collectively the “User Content”). You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates 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. When You post User Content to the Site, 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 the User Content on the Site. By posting User Content to any part of the Site, 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.

Your Responsibilities.

Subscriptions. Unless otherwise provided in the applicable Subscription Order Form, (a) all Services are purchased as subscriptions, (b) subscriptions may be added or upgraded during a Subscription Term and will be prorated for 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.

Usage Rights and Limits. Services are subject to usage limits, including, for example, the quantities specified in “Usage Rights” in the Order Form(s). Unless otherwise specified, (a) a quantity in an Order Form refers to Active Users, and the Service 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) an Active User may be archived and a new individual (Active User) replacing one who no longer requires ongoing use of the Service may be established. If We determine that You are exceeding the Usage Rights, We will notify You, and You will have thirty (30) days from the date of notice in which to bring Your usage within the limits of such Usage Rights. We may assist You to reduce Your usage so that it conforms to 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 agree to pay the additional fees without any right of set-off or deduction.

Your Responsibilities. You will (a) be responsible for complying (including, without limitation, ensuring that all of Your Users and Your Affiliates’ Users comply) with this Agreement, (b) be responsible for ensuring that Your Calls are at all times accurate and appropriate, are 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 Services, and notify Us promptly of any such unauthorized access or use, (d) use Services only in accordance with the Documentation 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 non-refundable, 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 provide Us with valid and updated credit card information, or with a valid purchase order, or arrange for EFT. If using the Online Order Process, a valid credit card is the only form of payment accepted. When You provide credit card information to Us, You authorize Us to 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 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 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.

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.

Future Functionality. You agree that Your entering into this Agreement, including your obligations hereunder and your agreement to make payments as set forth in this Section, 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.

Term and Termination.

Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated in accordance with this Section or as otherwise set forth in this Agreement.

Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one 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. A party may terminate this Agreement for cause (i) 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 (ii) 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. If this Agreement is terminated by You in accordance with Section Termination, We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section Termination, 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.

In performing Calls, Tegus and its Advisors may be exposed to “Confidential Information”, meaning information not generally known and proprietary to Client’s including companies researched, Advisors requested, and business or marketing strategies. Tegus agrees and will have its Advisors agree, not to use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Client.

Disclosure of Recording.

Tegus recognizes that there are varying Federal and State laws concerning the recording of phone calls without the direct consent of the party recorded. Tegus, hereby consents to the recording of its employees.

To ensure the protection of the Clients rights under the law, Client will receive a notification of recording at the beginning of the phone call. By remaining on the call, following the notification, the Client acknowledges the notification and consents to having the call recorded under both Federal and State law. You acknowledge that Tegus may include the Calls and provided that the Client has had a chance to review, edit as necessary, and has approved the transcript for such posting in its online repository for viewing by other clients, provided that Tegus will use reasonable efforts to remove your name or the names of any third parties appearing in the Calls or the corresponding transcripts.

Direct and Follow Up Engagements.

Client must provide Tegus with written notice of a prior relationship with an Advisor. Accordingly, you agree, following your introduction to any Advisor by Tegus, that unless you have documented evidence of any business relationship with such Advisor that predates the introduction, you will not knowingly solicit from or propose to any such Advisor any kind of business relationship without the written express consent from Tegus. Client is free to chose Advisor through other expert networks if Advisors are presented through those networks.

Disclaimer of Warranties.

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. 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 PARTICULAR, 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. The Services may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any unauthorized third party alteration to the Services, contact us at support@tegus.co with a description of the material(s) at issue and the URL or location on our website or Services where such material(s) appear.

The content provided in connection with the Service Contract is designed to provide practical and useful information on the subject matter covered. WHILE SUCH CONTENT MAY CONCERN LEGAL ISSUES, ACCOUNTING ISSUES OR OTHER ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT LEGAL 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, 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.

We attempt to ensure that information provided on or in connection with the Services is complete, accurate and current. Despite our efforts, such information may occasionally be inaccurate, incomplete or out of date. 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.

Indemnity.

Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless Tegus from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Services; (b) any violation or alleged violation of this Agreement by you; (c) a third party, such as your client, making any claim against Tegus; or (d) your violation of any law or rights of any third party.

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 the Services 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 New York, 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, 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 New York County, State of New York, 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.

Miscellaneous.

If any term, condition, or provision of these Service Contract (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.

Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (in all cases, upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page or as subsequently modified by written notice.

Tegus’ relationship to the Client 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 Client or its affiliates.

You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent, and any prohibited assignment, transfer or sublicense is void. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. 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.

This Service Contract constitutes the entire agreement between you and us 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 the Service Contract and any separate acknowledgements and/or undertakings given by you to Tegus in connection with any Call this Service Contract will prevail. Any amendment to this Agreement must be in writing, accepted by both parties and expressed to constitute an amendment to the Service Contract.