USERS ARE RESPONSIBLE FOR READING THE TERMS OF USE BEFORE USING THIS WEB SITE. By continuing to access or use this web site, or any service on this web site, you signify your acceptance of the Terms of Use. From time to time, Compass Advisors, LLC may modify the Terms of Use. Accordingly, please continue to review the Terms of Use whenever accessing or using this web site. Your use of this web site, or any service on this web site, after the posting of modifications to the Terms of Use will constitute your acceptance of the Terms of Use, as modified. If, at any time, you do not wish to accept the Terms of Use, you may not use this web site. Any terms or conditions proposed by you that are in addition to, or which conflict with, the Terms of Use are expressly rejected by Compass Advisors, LLC and shall be of no force or effect.
1. USER ASSENT TO TERMS OF USE
You represent, warrant, and covenant that you: (i) have the power and authority to enter into this agreement; (ii) are at least eighteen (18) years old, or considered at the age of majority in the jurisdiction in which you live; (iii) shall not use any rights granted hereunder for any unlawful purpose; and (iv) shall use the Site (as defined herein) only as set forth in the Terms of Use ("TERMS"). IF YOU ARE A MINOR, UNDER THE AGE OF EIGHTEEN (18) OR AS DEFINED BY THE LAW OF THE JURISDICTION IN WHICH YOU LIVE, OR IF YOU CANNOT MAKE THESE REPRESENTATIONS, WARRANTIES AND COVENANTS, YOU MAY NOT USE THIS SITE AND YOU MUST LEAVE THIS SITE IMMEDIATELY. COMPASS ADIVSORS, LLC ("COMPASS") WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM USE OF THE SITE BY MINORS, OR BY ANYONE ELSE WITHOUT THE LEGAL CAPACITY OR AUTHORITY TO ENTER INTO THIS AGREEMENT OR ABIDE BY THE TERMS HEREIN.
You also agree: (i) to comply with all laws regarding the transmission of any data obtained from the Site in accordance with the TERMS; and (ii) not to interfere or disrupt networks connected to the Site.
2. ACCESS
This web site, compassadv.com, and any information, tools, and material contained thereon (collectively, "Site") are not directed to, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation, or which would subject COMPASS or any of its affiliates to any registration or licensing requirement within such jurisdiction.
You acknowledge that COMPASS has the right to change the content or technical specifications of any aspect of the Site at any time at COMPASS’s sole discretion. You further accept that such changes may result in your being unable to access the Site.
3. SITE SECURITY
This Site is intended to provide users with information pertaining to COMPASS and its products and services. As such, this Site, including any survey and electronic mail portals herein, but expressly excluding the portion of the Site that comprises the Compass Analytics Performance System, DOES NOT employ any securities encryption technology such as the Secure Sockets Layer (SSL) and Private Communication Technology (PCT). You SHOULD NOT transmit any personal or confidential information through this Site. UNDER NO CIRCUMSTANCES shall COMPASS, its affiliates, its suppliers of content, equipment and other Site-related products and services ("Vendors"), or its third-party agents be liable to you or any third party, directly or indirectly, for any injury or damage, whether monetary or otherwise, as a result of your sending ANY information, including, but not limited to, personal and confidential information, to us or anyone through this Site.
4. ELECTRONIC COMMUNICATIONS
When you visit this Site or send us electronic mail, you are communicating with us electronically. You consent to receive communications from us electronically pertaining to your usage of this Site and the content thereon. We will communicate with you by electronic mail or by posting notices on this Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically regarding the TERMS, this Site, and any information and material thereon, will satisfy all legal requirements that such communications be in writing. This paragraph WILL NOT supersede any prior agreements that you may have with COMPASS, or any of its affiliates, regarding electronic communications under those agreements.
5. NO OFFER
This Site and the content hereon are for informational purposes only and nothing contained therein shall be considered as an offer to sell or solicitation of an offer to buy securities or other financial instruments, or any advice or recommendation with respect to such securities or other financial instruments. Moreover, COMPASS makes no representations that transactions, securities, products, or services referenced on this Site are appropriate for sale or use in all jurisdictions, or by all investors or counterparties. In jurisdictions where affiliates of COMPASS are not registered or licensed to trade in securities, commodities, or other financial products, any trade will be made only in accordance with applicable law, which will vary from jurisdiction to jurisdiction, and may require that the trade be made in accordance with applicable exemptions from registration, pursuant to present licensing requirements, or by other qualified means. All trades, rendition of services, and transactions are subject to approval by COMPASS and/or its relevant affiliates, and to one or more definitive agreements between the underlying principals to such trades, transactions and/or services.
6. REGULATORY NOTICE
Investment advice is provided in the United States through Compass Advisors, LLC, a SEC registered investment adviser. Securities are offered in the United States through CAI Institutional Services, LLC, the FINRA (www.finra.org) member broker-dealer affiliate of Compass Advisors, LLC.
7. NO RELIANCE
Please note that any information on this Site is provided with the understanding that COMPASS and its affiliates are herein NOT engaged in rendering tax, legal, accounting or other technical advice or providing any other advice or advisory service. As such, this Site should not be used as a substitute for consultation with qualified professionals, as appropriate, including with respect to investment consultation and advice, qualified representatives of COMPASS. Before making any decision or taking any action, you should consult with professionals competent to render advice on matters relating to any such action or decision.
8. HYPOTHETICAL OR PAST PERFORMANCE
This Site may contain references to actual, hypothetical, or simulated results of one or more investments, transactions and/or services. NOTE: Hypothetical or simulated performance results have inherent limitations. They do not reflect all risks or take into account all market factors that are likely to impact the actual outcome. Furthermore, past performance is not indicative of future results; no representation is being made that the performance of any transaction and/or service will or is likely to achieve the same or similar outcome as past investments, transactions and/or services.
9. USER POSTINGS
Any communication you post or any submission of material to the Site (collectively, "Postings") is considered to be non-confidential and shall become the property of COMPASS. None of the Postings shall be subject to any obligation of confidence on the part of COMPASS, and COMPASS shall not be liable for any use or disclosure of any Postings, except when agreed to by COMPASS by separate written agreement. Without limitation of the forgoing, COMPASS shall exclusively own all now known, or hereinafter existing, rights to Postings of every kind and nature and shall be entitled to unrestricted use of Postings for any purpose whatsoever, commercial or otherwise, without compensation to the provider of such Postings.
10. USER INFORMATION
This Site is intended to provide information about the products and services of COMPASS and its affiliates to either current or prospective corporate and institutional clients (including their employees, officers, and directors) (collectively, each an "Agent"), of COMPASS and its affiliates. It is not the purpose of this Site to collect personally identifiable information from non-institutional visitors. If you are a non-institutional visitor, or not acting in the capacity as an Agent of a corporate or an institutional client, AND if you provide us with personally identifiableinformation relating to you, you consent that COMPASS, and any of its affiliates, may use any personally identifiable information provided by you through this Site, including your IP address, name, email address and information regarding your use of this Site, for business and marketing purposes and may disclose the information to third parties for such purposes.
11. RESTRICTIONS ON USE
You may not use the Site for any illegal purpose or in any manner inconsistent with the TERMS. You agree to use the Site solely for your use and benefit or that of your affiliated organization, and not for resale or other transfer to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute, or dispose of any information contained in the Site in any manner that could compete with the business of COMPASS. You acknowledge that the Site has been developed, compiled, prepared, revised, selected, and arranged by COMPASS and its Vendors through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of COMPASS and such Vendors. You agree to protect the proprietary rights of COMPASS and all others having rights in the Site during and after the term of this agreement and to comply with all reasonable written requests made by COMPASS or its Vendors to protect their and others' contractual, statutory and common law rights in the Site. You agree to notify COMPASS in writing promptly upon becoming aware of any unauthorized access or use of the Site by any party or of any claim that the Site infringes upon any copyright, trademark or other contractual, statutory or common law rights of another.
12. INTELLECTUAL PROPERTY
This Site, including but not limited to text, content, photographs, video, audio and graphics, is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Site is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns and other elements making up the Site are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Site.
13. RIGHTS RESERVED
All present and future rights in and to trade secrets, patents, copyrights, trade names, trademarks, service marks, databases, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Site (the "Intangibles") shall, as between you and COMPASS, at all times be and remain the sole and exclusive property of COMPASS. All present and future rights in and title to the Site (including the right to exploit the Site and any portions of the Site over any present or future technology) are reserved to COMPASS.
YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE SITE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SITE AND/OR MAKE PRINT COPIES FOR USE WITHIN YOUR ORGANIZATION, PROVIDED THAT ALL COPIES RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES. THE ANALYSIS AND PRESENTATION INCLUDED ON THE SITE MAY NOT BE RECIRCULATED, REDISTRIBUTED OR PUBLISHED BY YOU WITHOUT COMPASS'S PRIOR WRITTEN CONSENT. MODIFICATION OF THE SITE'S CONTENT WOULD BE A VIOLATION OF COPYRIGHT AND OTHER PROPRIETARY RIGHTS BELONGING TO COMPASS OR ANY OF ITS AFFILIATES. ADDITIONALLY, YOU MAY NOT DISTRIBUTE ANY PART OF THE SITE OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO OVER-THE-AIR TELEVISION, RADIO BROADCAST, COMPUTER NETWORK OR HYPERLINK FRAMING WITHOUT THE PRIOR WRITTEN CONSENT OF COMPASS. THE SITE AND THE INFORMATION CONTAINED THEREON MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. IN ADDITION, THE SITE MAY NOT BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR FOR DISTRIBUTION BY YOU OR ANY THIRD PARTY OF ANY DATABASE SERVICES. YOU MAY NOT USE THE SITE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF COMPASS'S NAMES OR MARKS IN ANY MANNER THAT CREATES THE IMPRESSION SUCH NAMES OR MARKS BELONG TO OR ARE ASSOCIATED WITH YOU OR IMPLY ANY ENDORSEMENT BY COMPASS, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN OR TO ANY OF THESE NAMES OR MARKS. YOU WILL NOT USE THE SITE, THE INFORMATION CONTAINED THEREON OR ANY OF COMPASS'S NAMES OR MARKS IN UNSOLICITED MAILINGS OR SPAM MATERIAL AND WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SITE.
14. LINKING AND FRAMING
By linking to this Site, you represent that you have read and agree to be bound by the TERMS. Upon linking to this Site pursuant to the TERMS, you will be granted a non-exclusive, non-transferable, royalty-free license to use the Compass Advisors brand name, or the names of any COMPASS affiliates referenced thereon, solely for providing an underlined, textual link from your web site to compassadv.com, and for no other use. You may include a link(s) on your web site only to the COMPASS home page, currently located at http://www.compassadv.com ("Home Page") provided that you first send to COMPASS via email to compass@compassadv.com: (a) your name or the name of the technical contact responsible for the link(s); (b) the name of your company; (c) the email address and telephone number for you or the technical contact responsible for the link(s); and (d) the web site address(es) where the link(s) to the Home Page will appear. Without specific, written consent by COMPASS, you may not link to an internal or subsidiary page of this Site that is located one or several levels down from the Home Page, or bring up or present content of this Site within another web site.
15. DISCLAIMER
You agree that your use of the Site is at your sole risk and acknowledge that the Site and anything contained thereon, including, but not limited to, content, services, goods or advertisements (the "Content") are provided "AS IS" and that COMPASS makes no warranty of any kind, express or implied, as to the Content, including, but not limited to, merchantability, noninfringement, title or fitness for a particular purpose or use. COMPASS does not warrant that the Site is compatible with your equipment or is free of errors or viruses, worms or "Trojan horses" and is not liable for any damage you may suffer as a result of such destructive features. You agree that COMPASS, its affiliates, its Vendors and its third-party agents shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of COMPASS, its employees, subcontractors, agents, Vendors or otherwise arising in connection with the Site; or (ii) any fault, inaccuracy, omission, delay or any other failure in the Site caused by your computer equipment or arising from your use of the Site on such equipment. The content of other web sites, services, goods or advertisements that may be linked to the Site is not maintained or controlled by COMPASS. COMPASS, therefore, does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Site; (b) guarantee the accuracy, completeness, usefulness, availability, or adequacy of any other web sites, services, goods or advertisements that may be linked to the Site; (c) make any endorsement, express or implied, of any other web sites, services, goods or advertisements that may be linked to the Site, or (d) accept liability for any act of libel, slander, defamation, obscenity, or other civil or criminal wrong doings or illegality contained thereon. COMPASS is also not responsible for the reliability or continued availability of the telephone lines and equipment you use to access the Site. You understand that COMPASS and/or its Vendors may choose at any time to inhibit or prohibit their content from being accessed under the TERMS.
16. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL COMPASS, ITS VENDORS OR ITS THIRD-PARTY AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF THE FORM OF THE ACTION AND WHETHER SOUNDING IN TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COMPASS HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SITE OR ANY LINKS OR CONTENT ON THE SITE OR ANY PROVISION OF THE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
17. INDEMNIFICATION
You agree, at your own expense, to indemnify, defend and hold harmless COMPASS and its employees, representatives, Vendors and agents, against any third party claim, suit, action or other proceeding, to the extent based on or arising in connection with your use of the Site, or any links on the Site, including, but not limited to: (i) your use or someone using your computer's use of the Site; (ii) a violation of the TERMS by you or anyone using your computer; (iii) a claim that any use of the Site by you or someone using your computer infringes any Intangible of any third party, or any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (iv) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Site by you or someone using your computer; or (v) any misrepresentation or breach of representation, warranty or covenant made by you contained herein. You agree to pay any and all losses, damages and expenses (including reasonable attorneys' fees and court costs) awarded against or incurred by or in connection with or arising from any such claim, suit, action or proceeding.
18. TERMINATION
Either you or COMPASS may terminate this agreement with or without cause at any time and effective immediately. You may terminate this agreement by discontinuing use of the Site and destroying all materials obtained from the Site. COMPASS may terminate this agreement immediately without notice by depriving you of any further access or use of the Site. Upon termination by you or upon notice of termination by COMPASS (whether verbally, in writing, or through deprivation of further access to the Site), you must promptly destroy all materials obtained from the Site and any copies thereof and you will thereafter not be allowed to use the Site. Sections 4, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, 21, 22, and 23 shall survive any termination of the TERMS.
19. GOVERNING LAW AND DISPUTE RESOLUTION
These TERMS shall be governed and construed in accordance with the laws of the United States of America and the State of Florida, without giving effect to conflicts-of-law principles thereof. Any controversy or claim arising out of or relating to these TERMS shall be settled by binding arbitration, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The parties hereto agree that arbitration shall take place in Miami, Florida.
20. ACCESS OUTSIDE THE UNITED STATES
If you choose to access the Site from outside the United States, you are responsible for compliance with foreign and local laws. Software from the Site may be subject to United States export controls that prohibit downloading, exportation, or re-exportation: (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, Sudan, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's Table of Deny Orders. By using the Site, you represent and warrant that you are not located in, controlled by, or a national or resident of any such country or on any such list.
21. ASSIGNMENT
You may not assign the TERMS and your rights and obligations hereunder without prior written permission of COMPASS, and your obligations to COMPASS hereunder shall inure to the benefit of COMPASS's successors and assigns whether by merger, consolidation or otherwise. COMPASS may assign the TERMS or any of its rights thereunder to any one of its affiliates, successors or assignees, or any other third party.
22. NO WAIVER OF RIGHTS
A failure or delay in exercising any right, power or privilege in respect of the TERMS by COMPASS will not be presumed to operate as a waiver thereof, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that or any other right, power or privilege afforded to COMPASS under the TERMS or under other applicable agreements, laws or regulations.
23. OFFICIAL CORRESPONDENCE
Official correspondence regarding this Site and the TERMS must be sent via first class postal mail to: Compass Advisors, LLC, Eighth Floor, 1125 NW Couch Street, Portland, OR 97209, Attn: Web Site Administrator.
Updated December 11, 2007.