Effective September 17, 2020
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE WEBSITE(S) OR SERVICE, OR BY DOWNLOADING OR PROVIDING ANY CONTENT FROM OR THROUGH THE WEBSITE(S), YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS, VIEW OR USE THIS SITE OR ANY INFORMATION CONTAINED HEREIN.
The Website(s) and Service enable persons (“Users”) to access information about our company and its services.
The Website(s) is intended for informational purposes only. All information provided and opinions expressed are subject to change without notice. Any discussion of securities or other alternative investments should not be construed as a recommendation or an offer or solicitation to buy or sell any interest in any such securities or investments.
You should not construe any information or content published on the Website(s) as business, financial, investment, hedging, trading, legal, regulatory, tax or accounting advice and you should not make the Website(s) (or any portions thereof) the primary basis for any trading, financial or business decisions. In providing the Website(s) and the Service and entering into any transactions in the described in the Website(s), HCW is acting solely in the capacity of an arm’s length contractual counterparty and not as a financial advisor or a fiduciary. Under no circumstances should HCW be considered your advisor or fiduciary and, if you require advice with respect to the Service or Website(s) or any contemplated transactions, you should consult your own business, financial, accounting or legal advisors.
In connection with your use of and/or access to the Website(s), HCW from time to time may provide you with user names, passwords and/or other unique identifiers (collectively, “User Codes”). You are responsible for the security and confidentiality of the User Codes and agree not to disclose them to any third party, including, any other employee in your company or organization. You are responsible for any and all information provided, and any and all acts and/or omissions that occur, while User Codes are being used, in each case, whether by you or a third party. HCW Parties (as defined herein) are not responsible for any breach of security caused by your failure to maintain the confidentiality and security of any of the User Codes. You agree to notify HCW immediately in the event of loss, theft or disclosure of any or all of the User Codes or if you believe the confidentiality or security of any or all of the User Codes has been compromised in any way. You are limited to one User Code. Duplicate User Codes may be revoked. HCW reserves the right to revoke or modify the User Codes at any time.
- Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable license to access and use the Website(s) and Service on a computer, tablet device or mobile phone that you own or lawfully control. With respect to Third-Party Content (as defined below), access and use of such content shall be governed by the third party’s terms and policies applicable to such Third-Party Content.
- Ownership. All materials contained on, in, or available through the Website(s) and Service, including all information, data, text, sound, photographs, graphics, the selection and arrangement thereof, and all source code, software compilations, and other materials (“HCW Content”) are protected by copyright, trademark, patent and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All copyrights, trademarks, service marks, trade dress, patent and other intellectual property rights, and all derivative works thereof associated with the HCW Content, whether registered or not, are our sole property or the property of third parties. The HCW Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. We do not convey, through allowing access to the Website(s) or Service, any ownership rights in the HCW Content. These Terms will govern any upgrades provided by us that replace and/or supplement the original Website(s) or Service, unless such upgrade is accompanied by separate terms in which case such updated Terms will govern.
- You may not create, develop, license, install, use, or deploy any third-party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations, security features, or user/credential authorization systems in the Website(s) or Service. You may not copy (except as expressly permitted by these Terms) or publish the Website(s) for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Website(s) or Service, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Website(s), if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Website(s) or Service in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.
You represent and warrant that:
- you are at least eighteen (18) years old;
- you have the right, capacity and authority to form legally binding contract and agree be bound by these Terms; you will at all times abide by all these Terms;
- you are the person to whom the User Codes you used to access the Website(s) were issued by us and the information you provided to us in connection with the issuance of the User Codes, if any, was and is true, accurate, current and complete;
- if you are accessing the Website(s) on behalf of the company or organization to whom the User Codes you used to access the Website(s) were issued by us, you are duly authorized by all necessary action and have all consents, rights and authority to bind that company or organization to these Terms, and you agree to these Terms on that company’s or organization’s behalf;
- you will not reverse engineer, de-compile or reverse compile any of our technology, including any software, functions, features, modules or Java applets associated with any of the Website(s) and/or the Content;
- unless we expressly authorize you to do so in writing, you will not use, reproduce, duplicate, copy, sell, resell, distribute, publish or exploit for any commercial purposes any portion of any of the Website(s) and/or the Content;
You acknowledge that your submission of any information or content to us is at your own risk. None of the HCW Parties will assume any liability to you with regard to any loss or liability relating to such information in any way.
- Notice to Non-U.S. Persons
The Website(s) and Service are controlled and operated by HCW, alone or jointly with our service providers, from the United States. the Website(s) is published and Service is offered in the United States for residents of the United States. The Website(s) and Service as well as any information provided on the Website(s) or in any communication containing a link to this the Website(s) are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject HCW or its affiliates to any registration requirement within such jurisdiction or country. The Website(s) and Service are not intended for use by, or to provide information to, persons outside the United States and such persons should not rely on the information contained in the Website(s). The Website(s) and the Service are not intended to subject HCW or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. HCW does not represent or warrant that the Website(s) or Service or any part thereof are appropriate or available for use in any jurisdiction other than the United States.
There is no charge to access and browse the Website(s). However, charges for Internet or telecommunication use may apply at rates that are determined by the providers of such services. In order to access and browse the Service, you are required to have a compatible computer, tablet device or mobile telephone, internet access, mobile network access, and, for tablet or mobile devices, a compatible version of Android or iOS operating system. The software for the Website(s) may be upgraded from time to time to add support for new functions and services.
- HCW Media Room and Event Portals
HCW Media Room: If you choose, you may create an account to request access to HCW Content, including using “register” links provided throughout the Website(s). We may collect information in connection with access requests, including company name, first and last names, telephone number, email address. Once registered, as a returning user, you can log-in to the Media Room portal with a user an email address and password, which provide access to HCW Content, such as pre-recorded company presentations and presentation materials, company research, as well as links to request additional company information and a meeting with the company, and pre-recorded webcasts and virtual events.
HCW Events: If you choose, you may register for HCW sponsored conferences or events, virtual or otherwise, (“Events”), such as H.C. Wainwright Annual Investment Conference. We may collect information in connect with attendee or participant (“Participant”) event registration, including company name, first and last names, title/position, telephone number, email address (for future logins), mailing address, investment interests, picture(s), invitation source, planned participation, and/or a bio. We may also collect information in connection with presenting company (“Presenter”) event registration, including Presenter name/ticker, exchange, track, links to company website, a username, and company contact information, including first and last names, email addresses, phone numbers, and payment information.
HCW reserves the right in its sole discretion to accept or reject registration for, or admission to, all or any portion of its Events, and HCW may revoke access Events or any portion thereof at its sole discretion. You acknowledge that the Events, including H.C. Wainwright Annual Global Investment Conference, are merely informational services and networking opportunities for companies and investors. HCW does not endorse, prepare, review, validate, verify or edit the presentations and other information provided by each presenting company, and does not take any responsibility for the accuracy or adequacy of any such information as the basis for any investment decision. HCW is not providing any person with any investment advice through their participation in or attendance of the Events, nor is HCW soliciting any offers to buy or sell any security of any company.
Virtual Event Access: In order to access virtual Events, you must have a personal electronic device (e.g. computer, tablet device or mobile telephone), internet access and/or mobile network access, and make sure to follow all registration instructions provided for the download, access and use of the third-party video conferencing platforms used. We provide no assurance that internet service will be available at the location from which you will access the virtual Events, or that the services used to make the virtual Events available to you will be compatible with your devices and/or the software or services of your devices. It is your responsibility to ensure that (i) you have reliable internet connection in the location from which you will access and participate in the virtual Events, (ii) that you have updated all necessary internet browsers, operating systems, and applications necessary to access and participate in the virtual Events, and (iii) that you have followed all registration and login instructions provided. The video conferencing platforms are provided by third parties, not by us, and we have no control over the availability or accessibility of those services and cannot guarantee that your presentations, meetings, and/or experience of the virtual Events will be uninterrupted or error-free. Any degradation, delay, or interruptions experienced will not give rise to a refund or credit of any fees paid by you.
No Guarantee: HCW shall schedule Events and presentations therein. All scheduled dates and times are tentative and HCW reserves the right to change reschedule or cancel Events at its sole discretion. If dates and times are changed, HCW shall update the schedule of events and notify Participants and Presenters accordingly. Events may provide for one-on-one meetings between individual Presenters and Participants. Investor/attendee attendance and any potential such one-on-one meetings with investors/attendees are not guaranteed, may not occur, and are based solely on interest by investors/attendees. As such, you agree and understand that HCW is not responsible for and does not guarantee any aspect of Events, including without limitation presentation attendance or the availability or any one-on-one meetings with investors/attendees.
Cancellation: If HCW cancels Events, HCW shall NOT be liable for any costs or expenses incurred by conference attendees.
Event Recording and Replay Consent and Release: You understand that Events or any portion thereof, including H.C. Wainwright Annual Global Investment Conference and presentations therein, may be video or audio recorded. Events are recorded, for example, to replay presentations later or on-demand. By registering for Events, you consent to be photographed, filmed, and/or otherwise recorded and to the release, publication, exhibition, or reproduction of any and all recorded media of your appearance, voice, and name for any purpose whatsoever in perpetuity in connection with HCW and its initiatives, including, by way of example only, use on websites, in social media, news and advertising. By registering for Events, you waive and release any claims you may have related to the use of recorded media of you at the event, including, without limitation, any right to inspect or approve the photo, video or audio recording of you, any claims for invasion of privacy, violation of the right of publicity, defamation, and copyright infringement or for any fees for use of such record media. You understand that all photography, filming and/or recording will be done in reliance on this consent. If you do not agree to the foregoing, please do not participate in any Event.
Presenter Content License Grant: Presenters may provide content, including information, data, text, sound, photographs, graphics, the selection and arrangement thereof, documents, and other materials (“Presenter Content”) for use in or during Events. Presenter hereby grants to HCW a non-exclusive, fully transferable, world-wide, royalty free license to use Presenter Content at HCW’s discretion, including to provide or replay Events or any portion thereof.
Material Non-Public Information: Only persons authorized to speak on behalf of the Presenter are permitted to speak at the Events. In addition, only publicly disseminated information made publicly available before the Event may be presented or should be relied upon during any remarks during a general session, presentation, breakouts, or one-on-one meetings. Presenters may not use Events to announce new non-public information or comment on previously announced information in such a way the commentary itself could amount to material non-public information (“MNPI”). Additionally, even if representatives of the press are in attendance at any Event and MNPI disclosures are made on Presenter’s website or during the Event, Presenters may not be fully covered regarding certain industry rules surrounding disclosure of MNPI. As such, Presenter and Presenter’s representative/conference attendees are urged to consult their legal counsel for specific advice before the Event.
- Registration Rules and Regulations
In connection with your use of the Website(s) and/or Service, you will not: (i) transmit or communicate any data or information that is unlawful, harmful, false, misleading, threatening, abusive, harassing, stalking, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) upload or input to the Service any information which contains software viruses, or any computer code, files or programs designed to interrupt, destroy or limit the functionality of the Service, any computer software or hardware or telecommunications equipment; (iii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) use the Service for any unlawful or unsafe purposes; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to other Users; (vi) violate any applicable local, state, federal or international law and any regulations requirements, procedures or policies; (vii) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Service; (viii) transmit, access or communicate any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (ix) monitor traffic on the Service, obtain or accumulate personal information about other Users, or collect or store personal data about other Users; (x) modify, delete or damage any information contained on the mobile device or personal computer of any other Users; (xi) infringe on the rights of any third party, including but not limited to trademark, copyright or the rights of publicity; (xii) use the Service in any manner that in our sole judgment, adversely affects the performance or function of the Service or interferes with the ability of other Users to access or utilize the Service; or (xiii) undertake any acts not expressly permitted under the Terms. You warrant and represent that you undertake to use the Service only for purposes that are in strict compliance with (a) the Terms and the license granted hereunder, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions and you shall take no actions which would cause us to be in violation of any applicable law, ruling or regulation.
We reserve the right to suspend or cease providing the Website(s) and/or Service, including Events, with or without notice, at HCW’s sole discretion at any time and for any reasons, and we shall have no liability or responsibility to you if we do so.
- Third Party Content
- Disclaimer of Warranties
HCW MAKES NO WARRANTY (EXPRESS OR IMPLIED), GUARANTEE OR REPRESENTATION THAT ANY INFORMATION CONTAINED IN THE WEBSITE(S) IS ACCURATE, COMPLETE OR UPDATED. HCW DOES NOT ASSUME ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF ANY INFORMATION CONTAINED IN THIS SITE. THE WEBSITE(S) AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM, FOR THE AVOIDANCE OF DOUBT (ON OUR BEHALF, OUR SUBSIDIARIES, SERVICE PROVIDERS, AND/OR OUR AFFILIATES) ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES: (i) CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, TIMELINESS, QUALITY, USEFULNESS, INTEROPERABILITY OR CONTENT OF THE WEBSITE(S) OR SERVICE; (ii) OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE WEBSITE(S) OR SERVICE; AND (iii) REGARDING THE PROVISION OF THE SERVICE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE WEBSITE(S) OR SERVICE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE THAT THE WEBSITE(S) OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE(S) OR SERVICE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WEBSITE(S) AND SERVICE.
- Limitation of Liability
IN NO EVENT WILL HCW OR ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS (COLLECTIVELY, “HCW PARTIES”), BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF INFORMATION, LOSS OF PROFITS AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEBSITE(S) OR SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE WEBSITE(S) OR SERVICE. GIVEN THAT SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY (INCLUDING OUR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL HCW’S AGGREGATE LIABILITY (INCLUDING OUR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) WITH RESPECT TO THE USE OF THE WEBSITE(S) OR SERVICE EXCEED THE AMOUNT OF $25.00 U.S. DOLLARS.
By using the Website(s) or Service, you agree to defend, indemnify and hold HCW, our affiliates, partners, providers, officers, members, directors and employees harmless from any and all claims, actions, proceedings, obligations, damages liabilities, costs and expenses, including reasonable attorneys’ fees and other professional fees and costs, arising in any way from your use of the Website(s) or Service or the creation, placement or transmission of any message, content, data, information, software or other materials through the Website(s) or Service by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). With respect to Events, you agree to defend, indemnify and hold HCW, our affiliates, partners, providers, officers, members, directors and employees from, any and all third party claims arising out of the attendance and/or presentation by you to the extent and proportion that such losses relate to or arise from (1) negligent acts or omissions or willful misconduct of Participant, Presenter or any of the Presenter’s affiliates, officers, directors, employees, representatives, independent contractors, or agents (collectively, “Presenter Personnel”); (2) breach of this agreement by Participant, Presenter or Presenter Personnel; (3) performance of activities by Participant, Presenter or Presenter Personnel; (4) violation of any applicable laws by Participant, Presenter or Presenter Personnel. HCW shall control the defense of any Indemnified Matters through counsel of our choice.
- Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. You consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of New York, New York County for any action arising out of or relating to these Terms or your use of the Website(s) or the Service.
- Entire Agreement
- Copyright Infringement
We respect the intellectual property rights of others, and require that people who use the Website(s) and Service do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please see our DMCA Policy.
You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.
- Amendment to Terms
HCW may update or amend these Terms from time to time. Amendments shall be effective upon posting on the Website(s). You are responsible for regularly reviewing these Terms. Your continued access and use of the Website(s) and Service following such posting constitutes your consent to be bound by any amended Terms.
If you have any questions regarding these Terms or the Website(s) or Service, please contact us at firstname.lastname@example.org.