For Access to Key World Wide Web Site
CIFmarketplace requires that all visitors (collectively called "User") to its site(s) on the World Wide Web (the "Site") adhere to the following rules and regulations, and such other service agreements, if any, required by CIFmarketplace for specific services or products (the "Service Agreements"). By accessing the Site, User indicates User's acceptance of and agreement to these terms and conditions, as amended, and each amendment thereto from time to time by CIFmarketplace (the "Web Site Rules").
1. SERVICES, MATERIALS AND PRODUCTS.
CIFmarketplace may make available to User various financial and investment services and information services (the "Services") and other Materials and Products, and related data available through the Site, or by linkage to other Internet sites, either directly or indirectly by various third party providers (the "Third Party Providers"). However, neither CIFmarketplace nor Third Party Providers can guarantee the Service, Products, or Materials (as defined in Section 4 below). There may be delays, omissions, or inaccuracies in any Product, Material or Service.
2. INVESTMENT PRODUCTS.
The information herein is not an offer to sell, or to solicit an offer to purchase, any securities.
3. MARKETPLACE; INTERNET ALLIANCES.
CIFmarketplace may from time to time establish on its Site one or more internet malls or market places, or links to CIFmarketplace's alliance partners and co-branded internet web sites, at which CIFmarketplace may display hypertext links, icons and/or Marks of various merchants, suppliers, and other unrelated companies selected by CIFmarketplace ("Vendors") and their respective Services, Products and Materials. CIFmarketplace shall not be considered an agent of any Vendor or Third Party Provider, and CIFmarketplace shall have no responsibilities nor liabilities to any Third Party Provider, Vendor, or other person regarding any action, omission, or warranty of any kind concerning any Vendor or Third Party Provider, or such party's Products, Services, or Materials. CIFmarketplace does not endorse, and shall have no obligation or liability concerning, such Vendor's or Third Party Providers' delivery, or non-delivery, of their respective Services, Products and Materials, or the accuracy, completeness or timeliness thereof.
4. GENERAL DISCLAIMER.
CIFmarketplace does not represent or endorse the accuracy or reliability of any information, content or advertisements (the "Materials") contained on, distributed through, or linked, downloaded or accessed from the Site, except as otherwise expressly stated in any applicable Service Agreement, nor the quality of any Software or other products, information or other materials displayed, purchased, or obtained by User as a result of any advertisement or any information or offer in or in connection with the Service or the Site (the "Products"). User acknowledges that any reliance upon any Service, Product, or Material shall be at User's sole risk, except as otherwise required by applicable consumer protection law. CIFmarketplace reserves the right, in its sole discretion and without any obligation, to correct any error or omission in any portion of any Service, Product, or Material.
5. COPYRIGHT & TRADEMARKS.
The trademarks, logos and service marks ("Marks") displayed on the Site are the property of CIFmarketplace and other parties. Users are prohibited from using any Marks without the written permission of CIFmarketplace or such third party which may own the Marks. All content displayed or available through the Site is protected by copyright. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any content on the Site for any commercial, public, or unlawful purpose.
6. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.
Pursuant to Title 17, United States Code, Section 512c(2), notifications to CIFmarketplace of claimed copyright infringement should be sent to the Service Provider's Designated Agent.
7. TRANSMISSION OF DATA.
User acknowledges and agrees that by providing CIFmarketplace with any personal or proprietary User information through the Site, User-related consents to the transmission of such personal or proprietary User-related information to CIFmarketplace, its agents and processors over state and international borders as necessary for processing in accordance with CIFmarketplace's standard business practices.
8. LINKED INTERNET WEB SITES.
CIFmarketplace has provided these internet links for User convenience. CIFmarketplace does not endorse or accept responsibility for any such web site. CIFmarketplace makes no representations about any web site User may access through CIFmarketplace's Site. Any web site linked to this Site is independent from CIFmarketplace. As a result, CIFmarketplace has no control over the Products, Services, Materials, or other information contained in or available through these third party web sites. The quality and dependability of these third party web sites may vary as they are updated or altered. Access to any other web sites linked to the Site is at the User's own risk.
In connection with message boards or chat rooms on the Site, CIFmarketplace is under no obligation to review any messages, information or content ("Postings") posted on the Site by Users, and CIFmarketplace assumes no responsibility or liability relating to any such Postings. Notwithstanding the above, CIFmarketplace may from time to time monitor the Postings on the Site and in good faith may decline to accept and/or remove any Postings for any reason.
10. NO WARRANTIES.
USER AGREES THAT CIFMARKETPLACE, ANY THIRD PARTY PROVIDER, AND ANY VENDOR SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, FOR THE ACCURACY OR TIMELINESS OF THE SERVICE OR PRODUCT OR THE ACCURACY, TIMELINESS, COMPLETENESS OR CORRECT SEQUENCING OF THE MATERIALS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY USER IN RELIANCE UPON THE PRODUCTS, MATERIALS OR THE SERVICE, OR FOR INTERRUPTION OR DELAY OF ANY DATA, MATERIAL, OR ANY OTHER ASPECT OF THE SERVICE. THIS SERVICE AND ALL PRODUCTS AND MATERIALS ARE PROVIDED "AS IS". THERE IS NO WARRANTY THAT ANY SERVICE, PRODUCTS, MATERIALS OR OTHER CONTENT AVAILABLE ON OR THROUGH THIS WEB SITE, OR KEY'S COMPUTER SYSTEM WILL FULFILL ANY OF USER'S PARTICULAR PURPOSES OR NEEDS. THERE IS NO IMPLIED WARRANTIES OF MERCHANTABILITY OR QUALITY, FITNESS FOR A PARTICULAR USE, OR ACCURACY OF INFORMATION CONTENT, AND NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS OR MATERIALS, OR ANY ASPECT OF THE SERVICE (INCLUDING, BUT NOT LIMITED TO, INFORMATION ACCESS AND ORDER EXECUTION), EVEN IF KEY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, LIABILITY ASSOCIATED WITH ANY VIRUSES, WHICH MAY INFECT A USER'S COMPUTER EQUIPMENT OR RELATED SOFTWARE.
11. LIMITED LIABILITY.
IN NO EVENT SHALL CIFMARKETPLACE, ANY THIRD PARTY PROVIDER, OR ANY VENDOR BE LIABLE TO USER OR ANYONE ELSE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE MATERIALS, PRODUCTS, OR SERVICE) ARISING OUT OF OR RELATED TO THESE WEB SITE RULES OR ANY APPLICABLE SERVICE AGREEMENT, EVEN IF KEY OR SUCH THIRD PARTY PROVIDER OR VENDOR HAS BEEN ADVISED OF OR IS OTHERWISE AWARE OF THE POSSIBILITY THEREOF, EXCEPT AS LIMITED BY APPLICABLE LAW. THE MAXIMUM AGGREGATE LIABILITY OF THE KEY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION, SHALL BE THE LESSER OF THE AMOUNT USER ORIGINALLY PAID FOR THE SERVICE, PRODUCTS OR MATERIALS OR ONE HUNDRED US DOLLARS (US$100). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO USER. NO ACTION REGARDLESS OF FORM ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY USER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
User agrees to indemnify, defend and hold CIFmarketplace and its Third Party Providers and Vendors harmless from and against any and all claims, losses, liability, cost, and expenses (including, but not limited to, reasonable attorneys' fees) arising from User's violation or breach of these Web Site Rules, any Service Agreement, any third party's rights, including, but not limited to, copyrights, proprietary and privacy rights, or any applicable federal, state or local law, regulation or ordinance. User's obligations under this Section will survive the termination of these Web Site Rules, any applicable Service Agreement, or any Services.
13. TERMINATION OF SERVICE.
CIFmarketplace reserves the right to deny or terminate User's access to or use of the Site, any Service, Product, or Material, or any portion thereof, in CIFmarketplace's sole discretion, without notice and without limitation, for any reason whatsoever, including, but not limited to, User's breach of any provision of these Web Site Rules or any applicable Service Agreement or discontinuance of CIFmarketplace's access to any Product or Material. In the event of any such termination by CIFmarketplace, CIFmarketplace shall have no liability to User.
14. GOVERNING LAW: UNLAWFUL ACTIVITIES PROHIBITED.
This Site (excluding linked sites) is controlled by CIFmarketplace from its offices within the state of Ohio, United States of America. By accessing this Site, User and CIFmarketplace agree that all matters relating to User's access to, or use of, this Site shall be governed by the statutes and laws of the State of Ohio, and the federal laws of the U.S.A., without regard to the conflicts of laws principles thereof. The application of the United Nations Convention of Contracts for the International Sale of Goods, and the model Uniform Computer Information Transactions Act approved by the National Conference of Commissioners on Uniform State Laws (as enacted and/or modified into any state law in the U.S.A.), are expressly excluded and shall not apply.
CIFmarketplace makes no representation that Products, Materials or Services available on this Site are lawful, appropriate or available for use in locations outside Ohio, and accessing them from territories where the same or their content is illegal is prohibited. Any User who chooses to access this Site from other locations does so on User's own initiative and is responsible for compliance with local laws. If the User uses the Site or the Services or Products for any unlawful or illegal purpose, User must promptly reimburse CIFmarketplace for all losses, costs and expenses incurred by CIFmarketplace as a result of such use.
15. JURISDICTION AND VENUE.
User and CIFmarketplace also agree and hereby submit to the exclusive personal jurisdiction and venue of the State courts in Cuyahoga County, Ohio, and the United States District Court for the Northern District of Ohio, Eastern Division, with respect to all matters relating to User's access to or use of this Site or any Product, Material or Service. The parties consent to such jurisdiction and venue.