IMPORTANT - READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SITE OR OUR SERVICES, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS THAT MAY LIMIT CERTAIN LEGAL RIGHTS YOU HAVE.
The following describes the terms and conditions of use on which Arrow Investment Analytics LLC, and/or its subsidiaries and affiliates (collectively “Arrow,” “we,” “our,” or “us”) offers you access to the reports, forms, statements, documents, products and/or services (collectively “Services”) available through our website (the “Site”). By accessing or using our Services or Site, you agree to be bound by these terms and conditions of use (“Terms”). By continuing to access and use the Services or Site, you agree that such use is legally sufficient consideration under these Terms. These Terms constitute a legally binding agreement between you and Arrow, if you do not agree to be bound by these Terms, you will not be permitted to access or use this Site or any of the Services available through this Site. CONTINUED ACCESS AND USE OF THE SITE OR SERVICES AFTER CHANGES HAVE BEEN MADE TO THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THESE TERMS PERIODICALLY AND THAT YOU SHALL BE BOUND BY THESE TERMS AND ANY MODIFICATIONS TO IT.
THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.
If you are an individual accessing or using the Site or Services on behalf of, or for the benefit of, any corporation, partnership, or other legal entity with which you are associated (“Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Site or Services and to any such Organization.
a. Supplier is not registered with the U.S. Securities and Exchange Commission (“SEC”) as a broker-dealer pursuant to Section 15 of the Exchange Act of 1934 (the “Exchange Act”). Supplier will not provide any services that will require it to register with the SEC pursuant to Section 15 of the Exchange Act.
b. Supplier is not registered with the U.S. Securities and Exchange Commission (“SEC”) or any state regulator as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or similar state law. Supplier’s investment advisory Services are non-discretionary in nature, but since Supplier has and will have no responsibility for arranging or effecting securities purchases or sales when recommendations are approved, Supplier has and will have no “regulatory assets under management” (as defined in Form ADV), meaning it is ineligible for registration as an investment adviser with the SEC. Further, Supplier is domiciled and has its principal place of business in the State of New York and will (at all times) qualify for the in-state de minimis exclusion from the definition of “investment adviser” under the laws of New York (New York Consolidated Law, General Business Law, Section 359-eee).
c. The material on this Site and Services has been prepared for informational purposes only and without regard to any particular user’s investment objectives, financial situation, risk tolerance or needs, and Arrow is not soliciting any action based upon it. This material is not to be construed as an express or implied recommendation of, or an offer to buy or sell, or the solicitation of an offer to buy or sell, any security, financial product, financial or investment advisory service, or instrument or to participate in any particular investment or trading strategy. Past performance is not a guide to future performance, which may vary. The value of structured products and the income derived from structured products can go down as well as up. Future returns are not guaranteed, and a loss of a portion or even all of your invested principal may occur.
d. You agree that the fact that Arrow has made the Services provided through this Site, including all Content (defined below) available on the Site, available to you constitutes neither a recommendation that you enter into a particular transaction nor a representation that a structured product is suitable or appropriate to you. There may be significant risks in any structured product, and you should not enter into any transactions unless you have investigated and fully understand all such risks and have independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any structured product should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make this Site, Services, or Content therein the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts. You should consult your business advisor, attorney, and tax and accounting advisors concerning the risks and consequences of any contemplated transactions.
e. Our customized analytics products will be memorialized in a Servicing Agreement and under no circumstance will our Servicing Agreement constitute any offer to sell or solicitation of an offer to purchase securities or structured products. Any investment decision requires due diligence, including conducting such investigations as you, as a prospective investor in such structured products and financial professional, deem necessary and consulting with your legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of any investment. IT IS YOUR RESPONSIBILITY TO READ AND FULLY UNDERSTAND THE POTENTIAL RISKS INVOLVED IN ANY INVESTMENT, INCLUDING WITHOUT LIMITATION, STRUCTURED INVESTMENTS. WE DISCLAIM ANY WARRANTIES OR LIABILITIES TO THE FULLEST EXTENT ALLOWED UNDER THE LAW WITH RESPECT TO OUR SERVICING AGREEMENT
a. You may not use this Site, Content, or Services:
(i) other than internally in the ordinary course of your business; provided, that such internal use does not restrict the right to distribute all, or any portion, of the Content or Services to any or all of the user’s clients or prospective clients solely to the extent permitted under the applicable Servicing Agreement; provided further, such clients or prospective clients use such Content or Services solely for their own personal use and are prohibited from redistributing such Content or Services to any other person or entity;
(ii) to internally distribute or allow access to this Site, Content, or Services available through this Site, among your departments and/or employees that have no legitimate need for the Content or Services available through this Site to perform their duties;
(iii) to externally distribute the Content or Services or create derivative works based on, or in any way exploit, any of the Content or Services contained on this Site, in whole or in part, for commercial use or profit due to such distribution;
b. In addition, you may not:
(i) Post, upload, share, transmit, distribute, facilitate distribution of, or otherwise make available to or through the Services or Site any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
(ii) Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services or Site;
(iii) Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services or Site, or express or imply that we endorse any statement you make;
(iv) Violate, or attempt to violate, the security of the Services or Site;
(v) Disseminate on the Services or Site any viruses, worms, spyware, adware, or other malicious computer code, file, or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software, or equipment;
(vi) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Services or Site;
(vii) Build a competitive product or service using the Services or Site, build a product or service using similar ideas, features, functions, or graphics as the Services or Site or determine whether the Services or Site are within the scope of any patent;
(viii) Interfere in any manner with the operation or hosting of the Services or Site or monitor the availability, performance, or functionality of the Services or Site;
(ix) Use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods, directly or indirectly, on the Services or Site or to collect any information from the Services or Site or any other user of the Services or Site;
(x) Assist or permit any persons in violating these Terms or other applicable laws or rules governing the use of the Services or Site or
(xi) for any purpose other than as expressly provided in these Terms.
a. All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs, reports, statements, and other content appearing in or on the Services (“Content”) are protected intellectual property of or used with permission or under license by us. This includes the entire Content of each Site, copyrighted and protected as a collective work. All intellectual property rights associated with the Services or the Site, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title, or interest in any Content by accessing or using the Services or the Site. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any Content available on the Services or Site is strictly prohibited.
b. Unless otherwise specified, you are granted a personal, non-exclusive, not transferable, revocable, limited right to access and use of this Site, Services, and the Content provided therein for your personal, non commercial use. No Content from the Site or Services may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner, except that you are granted permission to view or download a reasonable number of copies of the Content on this Site solely for your (or your client’s) personal use, provided that you do not modify any such Content and that you retain all copyright and other proprietary notices embodied within such Content. To use Content under such an exception, you must (i) keep any copyright, trademark, or other proprietary notices intact; (ii) use such Content pursuant to any licenses associated with such Content; (iii) not copy or post such Content on any networked computer or broadcast it in any media; (iv) make no modifications to any such Content; and (v) make no additional representations or warranties relating to such Content. Except as otherwise expressly authorized herein or in writing by us, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Site, Services, or the Content.
c. You agree not to use, disseminate or display the Services, Content or Site in a manner that would be deemed a general solicitation under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any information accessible through this Site, Services, or Content relating to shares, limited partnership interests, units or other securities or ownership interests is for information purposes only.
a. When you register for this Site or the Services, you will receive a set of login credentials. You are responsible for maintaining the confidentiality of this information. You shall take all reasonable precautions to prevent unauthorized persons from obtaining access to or use of this Site or the Services. You shall be solely responsible for securing and maintaining all passwords issued to you in connection with this Site and shall be responsible for any actions taken using such passwords. You are strictly prohibited from unauthorized use of this Site or the Services, including but not limited to unauthorized entry into our systems, any sharing or other misuse of passwords, or misuse of any Content posted to this Site or the Services. You represent and agree that your password is personal to you, and you will ensure that your password is known to only you and shall not be shared with or provided to any other person. You agree to immediately notify Arrow of any unauthorized use of your password or account designation or any other breach of security. You must ensure that you log-off from your account at the end of each session. You must immediately notify Arrow if access to the Site, Services, or its Content is no longer necessary or required in the ordinary course of your business or in the performance of your duties or in connection with the business of your client(s) or prospective client(s), and Arrow reserves the right to terminate your access to the Site or the Services upon such notice. Arrow shall not be liable for any loss or damage arising from your failure to comply with this section.
b. Arrow reserves the right in its sole discretion to impose additional requirements to enable access to and use of Services or Content available through this Site by authorized users such as the issuance of digital certificates or by requiring changes to the hardware and software necessary to access this Site.
If you choose to register for this Site or the Services (or are otherwise requested to provide information on this Site or the Services), you agree to provide true, accurate, current and complete information about yourself (such information being the “Personal Data”) and to maintain and promptly update your Personal Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Arrow has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Arrow has the right to suspend or terminate your account and to refuse any and all current or future use of this Site or the Services (or any portion thereof).
For how we handle personal information and security of such information, please see our Privacy Policy .
Arrow reserves the right at any time and from time to time, in its sole discretion, to modify or discontinue, temporarily or permanently, this Site or Services (or any part thereof, including the transmission of any related materials or documentation, including the Content) with or without notice. Arrow further reserves the right at any time and from time to time, in its sole discretion, to change or terminate without notice any Content or Services contained on this Site. You agree that Arrow shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Content or Services available through the Site.
Any information, statements, opinions, or other information, including material on financial markets, securities, assets (real estate, digital or otherwise), and other financial information provided by third parties (“Third Party Materials”), and made available on the Services are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement, or other third-party content on the Services. You acknowledge and agree that the Third Party Material is and shall remain subject to that owners intellectual property rights and that no proprietary rights are being transferred to you with respect to such content. You agree to assume all risks of using any Third Party Materials. The inclusion of any Third Party Materials on the Site or Services does not constitute an endorsement or recommendation from us of such Third Party Materials or the respective author(s).
We may provide on the Services, Site, or Content solely as a convenience to users, links to websites or other services operated by other entities. If you click these links, you will leave the Services. If you decide to visit any external link, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked websites, services, or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links; or that any linked website or service is authorized to use any of our trademarks, logos, or copyright symbols.
You should exercise discretion while browsing the Internet and using the Site. You should be aware that when you are using the Site, you could be directed to other sites that are beyond our control. There are links to other sites from the Site pages that take you outside of the Site. For example, if you "click" on a banner advertisement or a search result, the "click" may take you off the Site. This includes links from advertisers, sponsors, and content partners that may use our logo(s) as part of a co-branding agreement. These other sites may send their own cookies to users, collect data, solicit personal information, or contain information that you may find inappropriate or offensive. In addition, advertisers on the Site may send cookies to users that we do not control.
We reserve the right to disable links from any third party sites to the Site.
Without prejudice to Section One (1), Securities Law Disclaimers, the Site, Services or Content may contain opinions, forward-looking statements, predictions, analysis (whether past, present, or future looking) of markets, real estate, investments, stocks and bonds, or similar products, or other information that may appear to be expert opinions based on the presentation of the material (“Expert Opinions”). We make Expert Opinions based on our expertise and knowledge within the financial and real estate industry, but any Expert Opinion cannot be relied upon or taken with complete accuracy as there are a number of risks, uncertainties, and other important factors that can change or alter Expert Opinions. While we will do our best to update Expert Opinions contained on our Services or Content, we are under no obligation to update or change our Expert Opinion.
WE HEREBY DISCLAIM ANY REPRESENTATION OR WARRANTY CONTAINED IN ANY EXPERT OPINIONS CONTAINED ON THE SITE, SERVICES, OR CONTENT TO THE MAXIMUM EXTENT ALLOWED BY LAW AND, PER LIMITATION OF LIABILITY SECTION LOCATED IN SECTION ELEVEN (11), WE ARE NOT LIABLE FOR INACCURATE, FALSE, WRONG, OR MISLEADING EXPERT OPINIONS TO THE MAXIMUM EXTENT ALLOWED BY LAW.
The trademarks, service marks, and logos of Arrow (the “Arrow Trademarks”) used and displayed on this Site or as part of the Content or Services are registered and unregistered trademarks or service marks of Arrow. Other company, product, and service names located on this Site or included as part of the Content or Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Arrow Trademarks, the “Trademarks”). Nothing on this Site or the Services should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any Trademark displayed on this Site, Services, or Content, without the prior written permission of Arrow specific for each such use. The Trademarks may not be used to disparage Arrow or the applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by Arrow in writing. All goodwill generated from the use of any Arrow Trademark shall inure to our benefit.
The Services and Site are not designed to appeal to minors, and we do not knowingly attempt to solicit or receive any information from children under thirteen (13) years of age. YOU MUST BE AT LEAST THIRTEEN (13) YEARS OF AGE TO ACCESS THE SITE AND AT LEAST EIGHTEEN (18) TO USE OR ACCESS THE SERVICES OR CONTENT. If you are not old enough to access the Site or Services or certain sections or features of the Services, you should not attempt to do so.
a. THIS SITE, SERVICES, AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ARROW, ITS PARTNERS, MEMBERS AND OTHER EQUITY HOLDERS, SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE MEMBERS, MANAGERS, PARTNERS, DIRECTORS, OFFICERS OR EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS (COLLECTIVELY, THE “ARROW PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THIS SITE AND THE CONTENT. ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES (WHETHER OR NOT ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN TRADE OR BY COURSE OF DEALING) ARE HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO: (I) THE ACCURACY, COMPLETENESS, USEFULNESS OR RELIABILITY OF ANY OF THE CONTENT, REPORTS, FORMS, STATEMENTS, DOCUMENTS PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE; (II) THE ACCURACY, COMPLETENESS, USEFULNESS OR RELIABILITY OF THE RESULTS FROM CONTENT, INCLUDING USE OF ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE OR DERIVATIVE WORKS BASED ON INFORMATION, CONTENT OR ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE; (III) THE MERCHANTABILITY OF THIS SITE AND CONTENT AND/OR ITS SUITABILITY FOR A PARTICULAR PURPOSE (INCLUDING INVESTMENT DECISIONS), WHETHER OR NOT ARROW OR ANY MEMBER OF THE ARROW PARTIES KNOWS OR HAS REASON TO KNOW OR HAS BEEN ADVISED OF ANY SUCH PURPOSE; AND (IV) NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL RIGHTS IN AND TO THE CONTENT, REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCT AND/OR SERVICES AVAILABLE THROUGH THIS SITE, CONTENT AND THE TRADEMARKS CONTAINED ON THIS SITE. ARROW AND THE ARROW PARTIES ALSO DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES (1) THAT THE SITE, CONTENT, AND SERVICES ARE ERROR FREE AND/OR FREE FROM ANY COMPUTER BUGS, VIRUSES OR DISENABLING CODES; AND (2) THAT THE SITE, CONTENT, AND SERVICES WORKS WITH ANY HARDWARE OR SOFTWARE CONFIGURATION. NEITHER ARROW NOR THE ARROW PARTIES GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, INTEGRITY OR COMPLETENESS OF THIS SITE, CONTENT OR ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE, AND USERS AGREE NOT TO RELY EXCLUSIVELY UPON THIS SITE AND CONTENT IN ASSESSING THE DESIRABILITY OF INVESTING IN A PARTICULAR SECURITY.
b. IN NO EVENT SHALL ARROW OR THE ARROW PARTIES HAVE ANY LIABILITY FOR ANY DIRECT OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) INCURRED IN CONNECTION WITH THE USE OF THIS SITE, ANY OF THE CONTENT, OR ANY OF THE REPORTS, FORMS, STATEMENTS, DOCUMENTS, PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THIS SITE, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR PROFITS, LOST OR DAMAGED DATA, DAMAGE TO OR INTERRUPTION OF ANY LOCAL AREA NETWORKS, INTRODUCTION OF VIRUSES, WORMS OR OTHER DESTRUCTIVE PROGRAMS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES, ANY DECISION MADE OR ACTION TAKEN (OR REFRAINED FROM BEING TAKEN) BY ANY PARTY IN RELIANCE UPON THIS SITE OR THE CONTENT, ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THIS SITE OR THE SERVICES, OR ANY INACCURACIES, ERRORS OR OMISSIONS IN CONNECTION WITH THIS SITE, THE SERVICES AND ANY CONTENT. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
c. ARROW EXPRESSLY DISCLAIMS AND DOES NOT ACCEPT ANY RESPONSIBILITY AND/OR LIABILITY FOR THE CONTENT OR INFORMATION CONTAINED IN ANY REPORT, FORM, STATEMENT, NOTICE, LETTER OR OTHER PUBLICATION OR DOCUMENT ACCESSIBLE THROUGH THIS SITE WHICH IS PRODUCED AND/OR ISSUED BY A PARTY OTHER THAN ARROW, INCLUDING THIRD PARTY MATERIALS (COLLECTIVELY, “THIRD-PARTY PUBLICATIONS”). FOR THE AVOIDANCE OF DOUBT, ARROW IS NOT RESPONSIBLE OR LIABLE FOR ANY RELIANCE YOU OR ANY OTHER PERSON MAY PLACE ON ANY THIRD-PARTY PUBLICATION, AND ARROW DOES NOT OWE OR ACCEPT ANY DUTY TO ANY PERSON OR ANY OTHER PERSON UNDER LAW IN RESPECT OF ANY THIRD-PARTY PUBLICATION. ARROW IS NOT RESPONSIBLE OR LIABLE FOR RESULTS ARISING FROM THE USE OR RELIANCE OF THE INFORMATION CONTAINED IN ANY THIRD-PARTY PUBLICATION INCLUDING, WITHOUT LIMITATION, ANY LOSSES (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, IN CONTRACT, TORT OR OTHERWISE) ARISING FROM ANY DECISION MADE (OR NOT MADE) OR ACTION TAKEN (OR NOT TAKEN) BY ANY PERSON IN RELIANCE UPON THE CONTENT OR INFORMATION CONTAINED IN ANY THIRD-PARTY PUBLICATION. ALL IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO SUITABILITY, MERCHANTABILITY, OR USE FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY THIRD-PARTY PUBLICATION OR THE CONTENT OR INFORMATION CONTAINED THEREIN ARE HEREBY DISCLAIMED.
b. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. 2701-2711): WE MAKE NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEB SITE LINKED TO THE SITE. WE WILL NOT BE LIABLE FOR THE PRIVACY OF THE INFORMATION, E-MAIL ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT TRANSMITTED OVER NETWORKS ACCESSED BY THE SITE, OR OTHERWISE CONNECTED WITH YOUR USE OF THE SITE.
c. NO ORAL ADVICE OR WRITTEN CORRESPONDENCE OR INFORMATION PROVIDED BY US OR ANY OF THE INDEMNIFIED PARTIES WILL CREATE A WARRANTY OF ANY KIND AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. WE RESERVE THE RIGHT, IN OUR SOLE AND ABSOLUTE DISCRETION AND WITHOUT NOTICE, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITE, OR TO DENY ACCESS TO THE SITE TO ANYONE AT ANY TIME. NEITHER WE NOR ANY OF THE INDEMNIFIED PARTIES, SHALL HAVE ANY LIABILITY ARISING FROM YOUR RELIANCE UPON THE INFORMATION PROVIDED ON THE SITE.
d. In the event we are held liable for any damages related to any matters, your sole and exclusive remedy will be limited to reimbursement for Services paid by you over the past six (6) months. You hereby waive any and all rights to bring any claim or action related to such matters in any forum beyond one (1) year after the first occurrence of the kind of act, event, condition or omission upon which the claim or action is based.
You shall indemnify, defend, and hold harmless Arrow, their respective general partners and each officer, member, partner, affiliate, agent and representative of the foregoing (each, a “Arrow Party”) from and against: (i) any actions, claims, suits, demands, liabilities, costs, charges, damages, losses, judgments, expenses (including reasonable legal and accounting fees) and consequences of whatever nature (collectively “Claims”) brought by any person against Arrow or such Arrow Party that arise out of or relate to your breach of these Terms or your access to, use or misuse of the Site, Content or Services available through this Site, whether properly authorized or not, (ii) any Claims brought by the user or any other person against Arrow or such Arrow Party that arise out of or relate to the use of your user identifier or user password by any person other than you, being the person to whom such user identifier or user password was assigned, and (iii) any Claims brought by any registered holder of securities in any investment fund or any other person against Arrow or such Arrow Party that arise out of or relate to Arrow permitting you to have access to and use of the Site and Services, and in particular any information regarding any registered holder of any securities in any investment fund contained in any of the Services or Content available through this Site, whether in respect of a breach of confidentiality or otherwise.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS OR REPRESENTATIVE CAPACITY.
ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THESE TERMS. IF, HOWEVER, EITHER THE CLASS ACTION WAIVER OR COORDINATED CLAIMS PROVISION BELOW ARE FOUND INVALID, THEN THE SPECIFIC INVALID PROVISION WILL BE UNENFORCEABLE AND WILL BE SEVERED AND THE REMAINDER OF THE ARBITRATION PROVISIONS WILL REMAIN IN FULL FORCE.
a. Agreement to Arbitrate
You and we agree that any dispute, claim or controversy, including those known or unknown that may be later discovered, arising out of or relating to these Terms, other agreements on the Services, or the Privacy Policy , or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be either determined by binding arbitration in New York, NY before one arbitrator or submitted to small claims court in the New York, NY. If the arbitrator finds this location to be unreasonably burdensome to you, a new location may be selected or arbitration may be conducted over the phone, using video conferencing, or similar. You may be entitled to an in-person hearing near your place of residence. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration arising out of or related to these Terms shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of these Terms, including Rules 16.1 and 16.2 of those Rules. This Agreement to Arbitrate applies to you and any of your third-party beneficiaries who may seek to assert claims on your behalf or on their own behalf.
b. No Class Actions
YOU AGREE THAT ANY CLAIMS OR ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
c. Seeking Arbitration
If you elect to seek arbitration or file a small claim court action, you must first send to us, by certified mail, a written notice of your claim (“Notice”). The Notice to us must be addressed to: 547 Hudson Street, Apt 2, New York, NY 10014. If we initiate arbitration, we will send a written Notice to an email address you have previously provided to us, if available. We may also use any other means to contact you, including a message in your Account. A Notice, whether sent by you or by us, must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or we may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. If you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, we will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US $10,000 or the arbitrator determines the claims are frivolous, in which event you will be responsible for filing fees.
d. Hearing
If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the JAMS Rules.
e. Award
In the event arbitration awards you damages of an amount at least US $100 greater than our last documented settlement offer, we will pay your awarded damages or US $2,500, whichever is greater.
f. Injunctive Relief
Notwithstanding the foregoing, you and we both agree that you or we may sue in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of these Terms unenforceable, that portion shall not be effective, and the remainder of these Terms shall remain effective. No waiver, express or implied, by either party of any breach of or default under these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.
g. Confidentiality
You and we shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
h. Coordinated Proceedings
If twenty-five (25) or more individuals initiate Notices of dispute with us raising similar claims, and counsel for the individuals bringing the claims are the same or are coordinated for these individuals (“Coordinated Claims”), the claims shall proceed in arbitration in a coordinated proceeding. Counsel for the individuals and our counsel shall each select five (5) cases to proceed first in arbitration in a bellwether proceeding (“Test Cases”). The remaining cases shall not be filed in arbitration until the first ten (10) have been resolved. If the parties are unable to resolve the remaining cases after the conclusion of the Test Cases, each side may select another five (5) cases to proceed to arbitration for a second bellwether proceeding. This process may continue until the parties have determined an objective methodology to make an offer to resolve each and every outstanding claim. A court will have authority to enforce this clause and, if necessary, to enjoin the mass filing of arbitration demands against us. Individuals bringing Coordinated Claims shall be responsible for up to US $250 of their filing fees or the maximum permissible under the applicable arbitration rules. All applicable statutes of limitations and defenses based upon the passage of time will be tolled while the Coordinated Proceedings specified in this Section are pending. We will take such action, if any, required to effectuate such tolling.
i. Severance of Arbitration Agreement
If the clauses concerning and describing the procedures and obligations related to Coordinated Claims and Test Case procedures is or becomes invalid or unenforceable, then the remaining entire arbitration agreement and any clauses concerning, relating to, specifying, or otherwise describing the arbitration agreement shall be severed from these Terms. However, any duty of confidentiality whether or not such duty is connected with arbitration shall survive such severance.
1. Amendment of Terms
a. We may amend the Terms at any time by posting the amended terms on this Site or on the Services. The amended Terms will become effective when we post them on the Site or Services. You agree to be bound by any such revisions when they become effective whether or not you have reviewed them. Accordingly, when you visit the Site or Services you should periodically review the Terms posted on this Site or the Services. You may read a current, effective copy of these Terms at any time by selecting the “Terms” link on the bottom of each page of this Site or the Services . These Terms are effective upon acceptance at log-in and, except to the extent we have otherwise specifically agreed with you in writing, supersede and replace all prior agreements entered into with Arrow related to the subject matter hereof. If any change to these Terms is not acceptable, your sole remedy is to terminate your registration. Any use of the Site or the Services after the effective date of an amendment will constitute acceptance by you of the revised Terms.
b. You represent and warrant that you have the full right and power to enter into and fully perform your obligations in accordance with these Terms and that the entering into these Terms and performance of your obligations hereunder will not violate any laws, rules or regulations applicable to you or your employer and in force from time to time.
2. Compliance with Laws
In using or accessing this Site or the Services, you agree to comply with all applicable federal, state and local laws and regulations. Any and all Content and Services are subject to the export control laws and regulations of the United States and may also be subject to the laws of the country in which you reside. Arrow specifically prohibits access to Content or Services on this Site from locations where it is illegal to obtain such access. You represent and warrant that you are not, nor will you become, a person with whom U.S. persons or entities are restricted from doing business under regulations of Office of Foreign Assets Control or other governmental action and you will not engage in any dealings or transactions or be otherwise associated with such persons or entities.
By accessing, using, printing, downloading or otherwise receiving the Content or Services from this Site, you are expressly agreeing that you are not in a country where such export is prohibited and are not a person or entity for which such export is prohibited. Anyone who accesses this Site from locations outside the United States does so on their own initiative and is responsible for compliance with applicable local laws.
3. Termination
We reserve the right, in our sole discretion, to restrict, suspend or terminate these Terms and your access to all or any part of this Site, Contents or Services at any time and for any reason without prior notice or liability. You further agree that Arrow shall not be liable to you or any third party for any suspension or termination of your access to the Contents, or Services available through this Site, or for any deletion of your account information. We reserve the right to change, suspend, or discontinue all or any part of this Site, Services, or Content at any time without prior notice or liability. All provisions relating to disclaimer of warranties, limitation of liability and remedies and damages contained in these Terms shall survive termination.
4. Notice
Arrow may provide you with notices, including those regarding changes to the Site, Content, or Services made available to you through the Site, these Terms and our policies, including, without limitation, our Privacy Policy , by email, regular mail or postings on the Site or the Services.
5. Governing Law
These Terms shall be governed by and construed in accordance with the copyright laws of the United States and the laws of the State of New York, without regard to its conflict of laws provisions and excluding that body of law applicable to choice of law. You hereby submit to the exclusive jurisdiction of the federal and state and city courts located in the City of New York in connection with any dispute related to these Terms, and the Content or Services made available through the Site.
6. Severability
The invalidity or unenforceability of any particular provision of these Terms shall not affect any other provision hereof and these Terms shall be construed in all respects as if such invalid or unenforceable provision were omitted. If it is determined that any provision of these Terms is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforceable as so limited.
7. General
These Terms constitute the entire agreement between the parties and, except to the extent we have otherwise specifically agreed with you in writing, supersedes and replaces all prior or contemporaneous understandings, discussions, statements, agreements, negotiations or otherwise, whether written or oral, regarding the subject matters addressed herein. The failure of Arrow to exercise in any respect any right provided for herein shall not be deemed a waiver of such right or any further right hereunder. We may assign these Terms at any time with or without notice to you. You may not assign or sublicense these Terms or any of your rights or obligations under these Terms without our prior written consent.
8. Terms of Users in Certain Geographic Locations
1. New Jersey Residents
If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (i) Disclaimer of Warranty; (ii) Limitation of Liability; (iii) Indemnity; and (iv) under the Disputes, Arbitration, and Class Action Waiver section and the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of these Terms are found to violate an established legal right.
2. California Residents
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952 5210.
If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forgo and waive all protections as by California Civil Code Section 1542, which states, “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” By using this Site, you agree that these California Civil Code Section 1542 protections no longer apply to you.
3. INTERNATIONAL USERS
Each claim, statement, or Expert Opinion from the Services or Content is expressly limited to the United States, unless otherwise disclosed. The Services or Content may only be available in the territory to which the Services or Content are directed and may not be available in your country. WE MAKE NO REPRESENTATION THAT THE INFORMATION AND MATERIALS, INCLUDING EXPERT OPINIONS, ON THE SERVICES OR CONTENT ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OTHER THAN THE LOCATION FOR WHICH THE SERVICES ARE DIRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR CONTENT OR ANY PART THEREOF IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES. If you choose to access the Services or Content, you do so on your own initiative and at your own risk, and you are responsible for complying with all local statutes, orders, regulations, rules, and other laws.
Despite the above, as a consumer you will benefit from any mandatory provisions of the law of the country in which you are a resident. Nothing in these Terms affect your rights as a consumer to rely on such mandatory provisions of local law. The local law of your jurisdiction may entitle you to have a dispute relating to these Terms heard by your local courts. These Terms do not limit any such rights that you have that apply. HOWEVER, BY ENTERING INTO THESE TERMS, WE DO NOT CONSENT TO THE JURISDICTION OF ANY COURTS OTHER THAN THOSE REFERENCED IN THESE TERMS AND WE RESERVE THE RIGHT TO CONTEST THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY OTHER COURT. We may limit the Services’ or Site’s availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion. These Terms, as well as all other documents related to it, including notices and correspondence, will be in the English language only.
THE FOLLOWING TERMS APPLY TO YOU, AND SUPERSEDE CONFLICTING TERMS IN THESE TERMS, IF YOU ARE A RESIDENT OF THE NAMED JURISDICTION OR TO THE EXTENT REQUIRED BY APPLICABLE LAW:
1. European Union
Exceptions to Liability Limitations: Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.
ARBITRATION MAY NOT APPLY TO YOU IF YOU ARE A RESIDENT OF THE EUROPEAN UNION AND SUBJECT TO THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU 524/2013) (AND ANY IMPLEMENTING REGULATIONS IN EACH MEMBER STATE OF THE EU); THE AGREEMENT TO ARBITRATE IN THESE TERMS WILL NOT APPLY TO YOU IF NOT PERMITTED BY LAW.
1. If you have questions about these Terms, please contact us below:
Email: info@arrow-ia.com Address: 547 Hudson Street, Apt 2, New York, NY 10014
Last updated: March 14, 2024