Here is a summary of the key provisions of this Web Site Terms of Service (this "Terms of Service" or these "Terms").
Confidentiality: All materials and content on this site are considered confidential and you may not publish or disclose such materials or content without Nvstr’s written permission. Violations of the confidentiality provisions in this Terms of Service may result in the termination of your access to the site and liquidation of your investments made through the Services.
Tell the Truth: Any material that you post to the site and any representations you make must be truthful and must not harm, offend or violate the rights of others.
Ownership: Nvstr owns all content and material on the site, including any material or investment strategies posted to the site by you.
No Recommendation or Guarantee: All materials and content are presented on the site without guarantee of completeness or accuracy and are not a recommendation to make any investment decision.It is important, however, that you read these Terms in their entirety as you are bound by and must follow them in their entirety.
If you do not agree to these Terms, you may not access or use the Services and you must cease any access or use immediately. If you have any questions regarding these Terms, please contact us at email@example.com.The Services and the Content do not constitute and should not be construed as a recommendation or endorsement of any investment strategy or as an offering of advisory services or an offer to sell or solicitation to buy any securities or related financial instruments in any jurisdiction.
For purposes of these Terms, the following words shall have the meanings ascribed to them:
"Content" means all material, data, information and products on, accessible through, or generated from the Services or provided as part of any Service (including, without limitation, any publications or messages sent as part of a Service), and any documentation related thereto.
"Nvstr", "we", "us", "our" means Nvstr Financial LLC and any of its past, present or future affiliates or successors.
"Services" means (a) any online, electronic or hard-copy Content, (b) any website, (c) any messaging, chat or other communication service or capability, including without limitation notification emails, (d) any question-and-answer schematics or click-throughs, (e) any blog site(s), posting site(s), discussion board(s) or similar service, and (f) any software or interface, all to the extent provided or made available by Nvstr or any third-party provider through Nvstr.
"Subscriber", "you", "your" means (as appropriate) the person using or accessing any of the Services or the Content, whether themselves or through another person and whether authorized or not. In particular, and as the context may require, the words can mean (i) the end user, (ii) the legal entity for which the end user is accessing or using the Services, or (iii) both, in each case as will provide the maximum rights and protections to Nvstr and the maximum obligations and requirements on Subscriber. To the extent an end user Subscriber accesses or uses the Services as an employee, partner, director, agent or representative of any legal entity Subscriber, the end user Subscriber warrants that s/he has the authority to agree to these Terms on behalf of the legal entity Subscriber. Whether you pay for the Services or not, access and/or usage is enough to make you a Subscriber and bind you to these Terms.
3.1 As between Nvstr and Subscriber, all right, title and interest in and to the Content and the Services, including any and all intellectual property rights related thereto, are and will remain the exclusive property of Nvstr. All other rights with respect to the Content and the Services, whether now existing or that may hereafter come into existence, that are not expressly granted to Subscriber herein are reserved for Nvstr. Subscriber agrees to comply with all United States copyright, trademark, trade secret, patent and other intellectual property laws applicable thereto. Subscriber will not remove, obscure or alter any copyright notices, trademark notices or other proprietary rights notices affixed to or contained within the Content or the Services. The trademarks belonging to Nvstr may not be used in connection with any product or service that does not originate with Nvstr, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits Nvstr. All other trademarks appearing on this site are the property of their respective owners.
3.2 Subscriber acknowledges and agrees that the Content and the Services are the valuable confidential property of Nvstr. Subscriber may use the Services and the Content solely for its own use and benefit and not for resale or other transfer or disposition to any other person. Subscriber agrees to take or cause to be taken all necessary precautions to maintain the confidentiality and proprietary nature of the Content and the Services. Subscriber is prohibited from using, reproducing, modifying, transferring, exploiting, distributing or disposing of any of the Services or the Content for any purpose, or in any manner that might compete with Nvstr. Any request for permission to republish, reprint or use for any other purpose any Content or trademarks should be sent to firstname.lastname@example.org.
If, in Nvstr’s opinion, Subscriber has failed to comply with this Section 3.2, Nvstr will have the (i) right to terminate any or all of the Services to Subscriber and (ii) to the extent permitted by law, liquidate any investments Subscriber has made through the Services at prices in Nvstr’s sole discretion, and distribute such proceeds to Subscriber thus terminating the relationship between Nvstr and Subscriber. For the avoidance of doubt, in the event of such termination, the obligations of this Section 3.2 will remain in effect into perpetuity.
4.1 You represent and warrant that: (a) you have the capacity to agree to these Terms; and (b) you are at least eighteen (18) years of age, unless your parent or guardian has agreed to these terms on your behalf. In the event that you are under 18, you must not access certain areas of the site and/or attempt to open an account to trade actual securities. If you are under 18, you must have your parent or guardian’s permission to enter and use the portions of the site that are available to persons under 18, and your parent or guardian must agree to these Terms and hold you accountable for their violation.
4.2 Subscriber covenants and agrees that it will:
(a) comply fully with these Terms, including without limitation the confidentiality terms in Section 3.2, and with all applicable laws, rules and regulations in relation to the Services, including without limitation laws relating to the use of intellectual property, insider information, insider trading, and market manipulation;
(b) not use the Services or the Content outside the scope of the permitted use under these Terms and not infringe any intellectual property or other rights in or relating to the Services, the Content or of any third party;
(c) not copy, reproduce, screen capture, recompile, decompile, disassemble, reverse engineer, upload, download, transmit, create derivative works from or otherwise exploit or tamper with the Services or the Content, except as follows:
(d) not prevent or restrict (or attempt to prevent or restrict) the use of the Services or the Content by any other authorized user nor hack into or cause damage to any server or other equipment operated by Nvstr or on its behalf;
(e) provide accurate and complete information at all times, and keep updated all such information;
(f) treat all user name and password information as confidential, and not disclose it to any other person; immediately notify Nvstr of any unauthorized access to or use of Subscriber’s user name or password or any other breach of security; use particular caution when accessing the Services from a public or shared computer so that others are not able to view or record Subscriber’s user name, password or other personal information;
(g) access only those accounts on which you are authorized to act, and you agree to use your own user names, logins, passwords, and security questions and answers when accessing accounts on which you are authorized to act. You agree not to obtain or attempt to obtain unauthorized access to such parts of or features of the Content and Services through any means not intentionally made available to you by Nvstr; and
(h) be responsible for procuring the necessary equipment and paying any and all charges or fees necessary to access and/or use the Services.
4.3 Additionally, Subscriber agrees not to:
(a) use the Services in any manner that could disable, overburden, damage, or impair the site or any Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services;
(b) use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the Content;
(c) redeliver any page, text, image, Content or Services on this site using “framing” or other technology;
(d) use any device, software or routine, or engage in any activity, that interferes with the proper working of the Services (including without limitation any denial-of-service attack or distributed denial-of-service attack), or introduce any viruses, “Trojan horses,” worms, logic bombs or other material which is malicious or technologically harmful;
(e) attempt to gain or to provide to another unauthorized access to, interfere with, damage or disrupt any parts of the Services, or any server, network, account, computer or database connected to or utilized by the Services;
(f) use the Services to promote, offer for sale or sell any product or service, including, without limitation, any financial or investment product, security or service;
(g) intentionally or unintentionally engage in activity that: (i) violates any law or regulation; or (ii) violates contractual or fiduciary obligations, including, without limitation, breach of contract and non-disclosure agreements;
(h) bully, intimidate, or harass any member or create Posted Materials that are threatening, hateful, harmful, abusive, tortious, defamatory, false, libelous, vulgar, obscene, invasive of another's privacy, racially or ethnically objectionable, pornographic, incites violence, or contains nudity or graphic or gratuitous violence; or
(i) create Posted Materials or Content that violate a third party's proprietary rights, including, without limitation, patents, trade secrets, copyrights, rights, privacy or publicity, or materials that reveal personal, private or sensitive information about another person, without that person's consent, or otherwise infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
5.1 The Services may include (a) blog site(s), posting site(s), discussion board(s), dashboard(s) or similar services, (b) messaging, chat or other communications methods, and (c) other public areas that allow interactivity between users and/or feedback to be provided to us (together "Interactive Areas" ). We do not control and are not responsible for the information and/or materials posted to Interactive Areas by you or any third party including without limitation data, content, text, photographs, graphics, images, videos, messages, comments, quotations, files, documents and any other materials that you submit, upload, post, e-mail, transmit or otherwise make available via the site ( "Posted Material" ) and as a result, cannot guarantee the veracity or accuracy of any Posted Material. All use of the Interactive Areas is at your risk and you should not rely on Posted Material in any way.
5.2 By submitting, uploading, posting, e-mailing or transmitting Posted Material to the site, you represent and warrant that either you own all right, title and interest in and to the Posted Material or have express permission from the owner to copy and use such Posted Material for all purposes related to the site.
5.3 You hereby grant us a non-exclusive, perpetual, sub-licensable, transferable, royalty-free license to use, store, translate, publish, display, broadcast, perform, disclose, distribute, sell, create derivative works from, reproduce, modify and/or sublicense all of your Posted Material, and consent to the use and viewing of same by every other person utilizing the Services.
5.4 You are responsible for the content of your Posted Material and you may not within the Interactive Areas or otherwise in relation to any Service post, publish, link to, upload, download, send, distribute, use or re-use any information or material:
(a) that is or could be taken to be the provision of unauthorized advice (including, without limitation, legal, accounting, tax or investment advice) or which has the purpose of affecting improperly the price or value of any asset;
(b) obtained in breach of confidence or that contains confidential information or infringes any intellectual property rights or rights of privacy or other rights of any third party;
(c) that is offensive, harmful, threatening, abusive, indecent, defamatory, obscene, pornographic, invasive of another’s privacy or publicity rights, degrading or menacing, or is otherwise contrary to applicable law or regulation or promoting an illegal act;
(d) that personally attacks or is derogatory toward Nvstr as an entity, Nvstr employees or any Nvstr products or services;
(e) that harms minors in any way, including, but not limited to, submitting, uploading, posting, e-mailing, transmitting, or otherwise making available content that violates child pornography laws, child sexual exploitation laws, or laws prohibiting the depiction of minors engaged in sexual conduct; or
(f) that constitutes unsolicited advertising or promotional material, including but not limited to any chain emails, unsolicited commercial emails, unsolicited bulk email, “spam” or mail bombs.
5.5 Without prejudice to section 5.4 above, you may not:
(a) use any Interactive Area to carry out criminal, fraudulent or illegal activities;
(b) use any Interactive Area to impersonate any person, company, group or entity or misrepresent a relationship to or with any of the same;
(c) disguise the origin of any message posted in any Interactive Area;
(d) collect, store, disclose or otherwise process any personal data in relation to your use of any Interactive Area without the knowledge of the relevant individual or in breach of applicable data protection laws;
(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Posted Material transmitted through the site;
(f) submit, upload, post, e-mail, transmit or otherwise make available any material that contains viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; nor
(g) intentionally or unintentionally violate any applicable local, state, national, or international laws, rules, regulations, decrees, acts, orders, directives, legislation, bills or statutes.
5.5 You must comply with any additional rules which may, from time to time, be issued by us at particular sections of the Interactive Areas and such rules shall be deemed incorporated into these Terms.
5.6 By accessing the Interactive Areas, you agree to indemnify and hold us harmless against all claims, damages, costs and expenses (including legal and other professional fees) which we may incur as a result of any of your Posted Material.
5.7 We reserve the right to remove Posted Material at any time, for any or no reason, and without notice, including without limitation for any failure to comply with the provisions of this Section. If any Posted Material fails to comply with the provisions of this Section, we reserve the right to prevent you from accessing the Interactive Areas.
5.8 Our employees or representatives may also submit Posted Material to the Interactive Areas. In doing so, such employees or representatives shall act in a personal capacity and any views they might express shall not be considered our views nor the views of a legal, accounting, tax, financial or other professional advisor.
5.9 Notice for Claims of Copyright Violations
If you believe that your work has been copied and posted in the U.S. on any Interactive Area or otherwise within the Services in a way that constitutes copyright infringement under U.S. copyright law, you should notify us promptly at email@example.com with a written notice that sets forth the infringement details. To be effective, the notice must contain the following information:
(a) a description of the copyrighted work that you believe has been infringed;
(b) a description of the material that you claim is infringing the copyrighted work and a detailed description of where it is located;
(c) your address, telephone number, and email address;
(d) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(e) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
(f) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
6.1 The Services may contain:
(a) links to other websites provided by third parties ( "External Sites" ). We shall endeavor to highlight such links although some External Sites may be co-branded with ours. External Sites may advertise or provide the opportunity for you to purchase third party products or services ( "Third Party Services" ); and/or
(b) advertisements for, and/or the opportunity for you to purchase products or services from Third Party Services or Nvstr.
6.2 The content of External Sites and Third Party Services is not maintained or controlled by us and we are therefore not responsible for the availability, content or accuracy of External Sites or Third Party Services. We do not (a) make any warranty, express or implied, with respect to the use of the links provided; (b) guarantee the accuracy, completeness, usefulness or adequacy of External Sites or Third Party Services; or (c) make any endorsement, express or implied, of any External Sites or Third Party Services. Any advertisement or promotion of a Third Party Service is not an inducement by us for you to enter into any agreement with the relevant third party.
6.3 Any communications or contracts relating to Third Party Services, payment for and delivery of Third Party Services, and any other associated terms, conditions, warranties or representations are exclusively between you and the relevant third parties. You agree not to hold us liable for any loss or damage incurred as the result of any such contracts, communications or other dealings or the presence of such third parties on any site.
Intellectual property in any software that is made available for download through the Services ( "Software" ) belongs to us or our suppliers. Your use of the Software is governed by the terms of any license agreement or other terms of service, as applicable, that may accompany or be included with the Software. Do not install or use any Software unless you agree to such license agreement or terms of service, as applicable.
The Optimize function (the “Optimizer”) available on this site is an Investment Analysis Tool as described in FINRA Rule 2214. The disclosure in this section are made in accordance with this Rule.
8.1 The Optimizer is broadly based upon the mean-variance optimization method of portfolio construction as first developed by Harry Markowitz in 1952. Dr. Markowitz won a Nobel Prize in Economics for this work. In this mathematical model, the weights of individual assets within a portfolio are determined based upon return targets for each asset, as well as assumptions about the riskiness and correlations of the assets. The portfolio allocation is made such that expected returns are maximized for a given acceptable level of risk.
The Optimizer uses expected returns for stock investments based on price and dividend targets that users have entered or affirmed. These targets can be set by the user or added from other sources, such as friends or well-known experts. The measure of risk for each stock is its expected standard deviation of returns, which the Optimizer models as standard deviation of returns over a recent trailing period. Information on how expected stock returns are related to each other comes from the covariance matrix, which is a mathematical object containing information on how stock prices have moved relative to each other over a recent trailing period.
The user also enters or affirms a conviction level, which indicates how confident the user is that the stock will reach its price target within the specified time horizon. This enables the Optimizer to set the maximum allocation per stock based on both the overall single position allocation constraint and the conviction level. The maximum possible single position allocation is only assigned to stocks for which the user has indicated the highest possible conviction level; lower conviction levels results in linearly decreasing maximum allocations.
Using the risk profile selected by the user, or custom risk settings as made available within the Optimizer interface, the Optimizer indicates the allocation of the user’s selected stocks projected to have the highest expected return subject to this risk constraint. As with individual stocks, risk at the portfolio level is measured in standard deviation of returns.
The user’s price targets, expected dividends and time horizons are the only inputs the Optimizer uses to calculate expected returns. If a time horizon other than annual (12 months) is specified, the Optimizer annualizes the projected return via a standard financial industry calculation, such that all returns can be evaluated by the algorithm on a normalized basis. The Optimizer does not validate quantities used for price targets, expected dividends, or time horizons, and no warranty is given as to their accuracy or appropriateness for this purpose. Poorly chosen price and dividend targets are likely to lead to poor portfolio performance. Historical data is used to calculate standard deviations and covariances; there is no guarantee that past stock market behavior will predict future results in a meaningful or useful way.
The Optimizer’s model approximates the distribution of stock returns as a normal distribution, which may not be accurate and may be especially inaccurate during periods of market turmoil or financial crises. A portfolio generated by the Optimizer may perform substantially worse than any other portfolio, including the one the user held before running the Optimizer. No consideration is given to taxation, which may significantly impact the user’s take-home profits or losses.
If the user has a margin account, the Optimizer may indicate a portfolio that makes use of leverage, an investing technique that can increase gains but also magnify losses. Leverage is not appropriate for all investors. Please consult with an investment professional or other knowledgeable source before employing leverage.
Past returns do not guarantee future results. Investing in stocks is risky; no investment tool can completely eliminate risks, or reliably predict them.
8.2 Results of the Optimizer may vary with each use and over time, even if all user-entered or -affirmed information remains the same. Examples of factors that may cause the results to vary include: levels of market prices, recent moves in market prices, and how asset prices have recently moved in relation to each other.
8.3 Only those stocks selected by the user will be made available to the Optimizer’s algorithm for inclusion in the portfolio. The universe of possible investments from which the user may choose is common stocks, depository receipts, and exchange-traded funds listed on the New York Stock Exchange, Nasdaq, NYSE MKT (formerly known as the American Stock Exchange), and Arca. The Optimizer does not select or exclude any potential investments that meet the above criteria. Stocks not selected by the user for inclusion in the portfolio, and assets other than US-listed stocks, depository receipts, and exchange-traded funds, may have characteristics similar or superior to those that are included in the analysis.
8.4 IMPORTANT: The projections or other information generated by the Optimizer function regarding the likelihood of various investment outcomes are hypothetical in nature, do not reflect actual investment results and are not guarantees of future results. Information outputted from the Optimizer is not, and is not to be construed as, a recommendation.
Thought Leader ideas are sourced from publicly available information including regulatory filings, which may indicate that a firm held a position in a security on a given date. These positions may have been exited or otherwise modified since that date, or they may be only one part of a more complex investment or hedging strategy. Thought Leader ideas are for informational purposes only. They are not investment recommendations and are not to be construed as such, and are not initiated, approved, or promoted by the corresponding firms or individuals. Unlike user-initiated ideas, Thought Leader ideas are comprised only of a security and a direction (buy or sell) which is based on the direction of the reported position of the corresponding firm on the indicated date. Any price targets that may be displayed in conjunction with Thought Leader ideas are sourced from the professional analyst community and do not reflect the specific price target of the corresponding Thought Leader.
Because of the global nature of the Internet, you agree to comply with all local rules with respect to your account and your online conduct, including all laws, rules, codes, and regulations of the country in which you reside and the country from which you access this site, including without limitation, all laws, rules, codes, regulations, decrees, acts, orders, directives, legislation, bills, and statutes pertaining to tax, contracts, intellectual property, securities, e-commerce, banking, technology, computers, fraud, and privacy. In addition, you agree to comply with all applicable laws, rules, codes, and regulations regarding the transmission of technical data exported from the United States. This site will not be considered a solicitation for or offering or recommendation of any investment product or service to any person in any jurisdiction where such solicitation, offering or recommendation would be illegal.
11.1 YOU AGREE THAT YOUR USE OF ANY CONTENT OR SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT ALL CONTENT AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE CONTENT. SAVE AS PROVIDED IN THESE TERMS, NEITHER WE NOR OUR SUPPLIERS AND LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES AND, TO THE FULLEST EXTENT ALLOWED BY LAW, EXCLUDE ALL IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE) REGARDING (A) THE SUITABILITY OF THE INFORMATION; (B) THE ACCURACY, AVAILABILITY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE SITES, CONTENT OR SERVICES, INCLUDING WITHOUT LIMITATION PRICE QUOTES WHICH MAY BE DELAYED, AND INVESTMENT RESEARCH AND IDEAS WHICH MAY NOT BE UPDATED TO REFLECT CURRENTLY AVAILABLE INFORMATION; OR (C) THE RESULTS OBTAINED FROM ACCESSING AND USING ANY SITE, SERVICE OR CONTENT. FURTHER, WE DO NOT REPRESENT OR WARRANT THAT (W) THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (X) DEFECTS WILL BE CORRECTED; (Y) THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR (Z) THE USE OF ANY OF THE CONTENT WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
11.2 The Content is made available for your general information and use and is not intended to address your particular requirements. We do not represent or endorse the accuracy, completeness or reliability of any advice, opinion, statement or other information forming part of the Content; however, we use such efforts as we deem reasonable to maintain the accuracy and correctness of the Content that is provided by Nvstr, but you should rely only on your professional advisers and independent research. Reliance upon any Content shall be at your own risk. The Content does not constitute any form of advice, recommendation or arrangement by us (including, without limitation, legal, accounting, tax or investment advice) and is not intended to be relied upon by users in making (or refraining from making) any decisions. A portfolio allocated in accordance with mathematical formulas presented on the site could have returns lower, higher, or equal to a portfolio that is not allocated in this way. Appropriate independent advice should be obtained before making any investment decision. Any arrangements made between you and any third party are at your sole risk and responsibility.
The Services and the Content may contain information that includes or is based upon forward-looking statements within the meaning of federal securities laws. Forward-looking statements are made based on current expectations and beliefs concerning future developments and their potential effects. You can identify these statements by the fact that they do not relate solely to historical or current facts. They generally include words such as “believe”, “expect”, “anticipate”, “intend” and similar words. There can be no assurance that future developments will be in accordance with expectations or that the effect of future developments will be correctly anticipated. The following important factors, risks, and uncertainties are among those that may affect such statements: (a) changes in performance of financial markets and interest rates; (b) development of new financial products; and (c) regulatory, accounting or tax changes that may affect the cost of, or demand for, our financial products or services.
11.3 IN NO EVENT WILL NVSTR, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY CONTENT, ANY WEBSITES LINKED TO THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE OR NOTIFIED TO US, INCLUDING WITHOUT LIMITATION DAMAGES ARISING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ANY EVENT BEYOND THE CONTROL OF NVSTR, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS (INCLUDING, BUT NOT LIMITED TO, NATURAL DISASTER, WAR, INVASION, ACT OF FOREIGN ENEMIES, RIOT, STRIKE, ACT OR THREAT OF TERRORISM, FAILURE OF UTILITIES OR COMPUTER SYSTEMS). THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
11.4 Neither we nor any representative shall be liable to you for any direct or indirect damage, loss or expenses suffered by you as a result of:
(a) any viruses, worms, “Trojan horses” or similar programs, denial of service attack, spamming or hacking or consequential damages or any claim against us by any other party;
(b) any fault, inaccuracy, omission, delay or any other failure in any Service or Content caused by your computer equipment or arising from your use of any Service or Content on such equipment;
(c) any inaccuracies or errors in or omissions from any Content including, but not limited to, quotes and financial data;
(d) any delays, interruptions or short-term or immaterial errors in the transmission or delivery of any Service; or
(e) any additions, deletions or changes made to the Content at any time.
11.5 Notwithstanding anything contained elsewhere in these Terms, in the event that you incur any loss, damage or expense arising out of your use of any Content or Service, you agree that our liability to you shall be limited to the higher of (a) the total amounts paid by you to us in the last month in relation to Content or Service, and (b) the sum of $1,000.
You agree to indemnify and hold us, our representatives, licensors and sub-contractors harmless from and against any and all costs, claims, damages, proceedings, causes of action, liability and expenses (including without limitation attorney’s fees and costs) that we might incur by reason of a breach by you of these Terms or arising out of your use or sharing of the Services, including, but not limited to, any Posted Material, any use or sharing of the Content or Services other than as expressly authorized in these Terms, or your use or sharing of any information obtained from the Services. For the avoidance of doubt, this indemnity shall extend (without limitation) to any losses that we may suffer as a result of the use by third parties of your user name and password.
We may make additions, deletions or changes (together, "amendments" ) to the provisions of these Terms from time to time. Any amended Terms will be notified to you by being posted through the Services. It is your responsibility to refer regularly to these Terms and note any amendments. Amendments will come into effect immediately on the amended Terms being posted through the Services and you will be deemed to have accepted them if you access the Services after that time. If you do not wish to accept them, you must cancel the Services.
14.1 The rights granted to you herein terminate immediately upon any violation by you of these Terms of Service. Nvstr, in its sole discretion, reserves the right to temporarily or permanently terminate your access to and use of this site at any time and for any reason whatsoever, without notice or liability. Nvstr will not be liable to you or any third party for any termination of your access to or use of this site
14.2 Termination of your access to and use of any Services and Content, regardless of the reason, shall not affect Nvstr’s right to receive any outstanding sums due at the date of termination, which sums shall be payable within fifteen (15) days of such termination.
14.3 Termination of your access to and use of any Services and Content, regardless of the reason, shall not relieve you of your confidentiality obligations hereunder, which shall remain in effect into perpetuity.
14.4 Upon termination of this agreement or of your access to and use of any Services and Content, you agree to immediately destroy copies of all Content, in electronic form or otherwise, then in your possession.
Failure by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.
All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York and County of New York, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in such other venue as we deem appropriate. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
You may not assign, sublicense or otherwise transfer any of your rights under these Terms without our prior written consent and any purported assignment in violation hereof shall be void.
If any provision of these Terms is found to be wholly or partially invalid, void or unenforceable by any court having competent jurisdiction or by virtue of any legislation or any other reason, that provision shall be invalid, void or unenforceable to that extent only and no further and the validity and enforceability of the remaining provisions of these Terms shall not be affected.
Any notice that is required to be given pursuant to these Terms shall be made by email or posted on the site and, in the case of us, to the address posted through the Services or otherwise notified to you in relation to any relevant Service. Any such notice shall be deemed to have arrived if sent by post within three (3) days of posting and if sent by email at the time of transmission.
Headings in these Terms are for convenience only and will have no legal meaning or effect.