Terms of Use
Last Updated: July 30, 2024
These Terms of Use (“Terms of Use”) set forth the terms between you and Capital Advisors Group, Inc. (together with its affiliates, the “Company,” “we,” “our,” and “us”) under which you may access and use our website located at https://www.capitaladvisors.com/ and related URLs (the “Website”), and all websites, applications, platforms, products, software, tools, data and services that are owned, created, developed, operated or maintained by the Company and made available by us via the Website or that otherwise link to these Terms of Use, including, but not limited to, the CounterpartyIQ® platform (collectively, the “Services”). The Website and the Services are referred to together in these Terms of Use as the “Platform.”
PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THIS PLATFORM, YOU AGREE TO ADHERE TO AND BE BOUND BY THE TERMS OF USE. THE TERMS OF USE MAY BE MODIFIED FROM TIME TO TIME, IN WHICH CASE MODIFICATIONS WILL BE POSTED TO THE WEBSITE AND WILL BE EFFECTIVE IMMEDIATELY. YOU AGREE TO BE BOUND BY ANY SUCH MODIFICATIONS. THEREFORE, THE COMPANY RECOMMENDS THAT YOU REVIEW THE TERMS OF USE PERIODICALLY FOR CHANGES. THESE TERMS OF USE DO NOT PURPORT TO SUPERSEDE ANY LEGALLY BINDING AGREEMENTS BETWEEN YOU AND THE COMPANY, WHICH ARE INDEPENDENT FROM YOUR USE OF THE PLATFORM.
IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THE TERMS OF USE, YOU ARE NOT PERMITTED TO USE THE PLATFORM. IF YOU ARE ENTERING INTO THE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS OF USE, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF USE, YOU MAY NOT USE THE PLATFORM.
1. License
Subject to your ongoing compliance with these Terms of Use, the Company grants to you a limited, personal, revocable, non-exclusive, non-transferable right and license to access the Platform with a generally available web browser to view the Content (as defined below) and use the Platform. Any other use of the Platform is strictly prohibited and a violation of these Terms of Use. All rights not expressly granted to you herein are reserved by the Company. The “Platform” includes, without limitation: (1) the Company’s proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible information or material made available to you by the Company in providing the Platform; and (2) the audio and visual information, materials, documents, research, opinions, software, products and services contained in or made available to you in the course of using the Platform (the “Content”), including the creation, design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content.
Your access to and use of the Platform, including all features and functionalities associated therein, shall be in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Platform or its Content. You may not (1) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform, in whole or in part, in any way; (2) modify or make derivative works based upon the Platform; (3) create Internet “links” to the Platform or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (4) interfere with or disrupt the integrity or performance of the Platform; (5) attempt to gain unauthorized access to the Platform or systems or networks related to the Platform, or otherwise circumvent, remove, alter, deactivate, degrade or thwart any of the content or other protections enabled on the Platform; (6) use any robot, spider, scraper or other automated means or manual process to access the Platform or to monitor or copy the Content contained therein; or (7) reverse engineer, decompile, disassemble or access the Platform in order to (a) build a competitive product or competitive services, (b) build a product or services using materials, features, functions or graphics similar to those materials, features, functions or graphics of the Platform, or (c) copy any materials, features, functions or graphics of the Platform; (8) upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Platform, including any software viruses or other computer code, files or programs; or (9) assist, encourage or enable others to do any of the preceding prohibited activities.
2. Copyright and Trademark Notices
The Company exclusively owns all right, title and interest, including all related copyrights, trademarks and other intellectual property rights, in and to the Platform and any suggestions, materials, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Platform.The Platform and the selection, compilation, collection, arrangement and assembly thereof are protected by U.S. and international copyrights and trademarks and by other laws, and you acknowledge that these rights are valid and enforceable. Except as expressly permitted by the Terms of Use or otherwise authorized in writing by the Company, you may not copy, reproduce, republish, upload, post, transmit or distribute the Platform in any way or in any medium, whether now or hereafter existing, without the Company’s prior written permission. If you suspect or know of any unauthorized copying, reproduction, republication, uploading, posting, transmission or distribution of the Platform, you agree to immediately report such activity to the Company and immediately take such other reasonable steps as are available to you to stop such activity. Any downloading, printing or otherwise copying Content from the Platform will not transfer title to any of the Content or the Platform to you. Modification of the Platform or use of the Platform for any other purpose is a violation of the Company’s copyright and other proprietary rights and is strictly prohibited.
The trademarks, logos and service marks displayed in connection with the Platform (collectively the “Trademarks”) are the registered and unregistered trademarks, logos and service marks of the Company, its licensors and other third parties. Nothing contained in the Platform should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written consent of the applicable Trademark owner. Without limiting the generality of the foregoing, you expressly agree that the Company’s Trademarks, whether registered or unregistered, may not be used in connection with any product or service that is not the Company’s, in any manner that is likely to cause confusion regarding the ownership of the Trademarks to the public or an actual or prospective customer, or in any manner that disparages the Company or tends to bring the Company into disrepute.
3. Third-Party Services
The Platform may include links to other websites on the Internet that are owned and operated by third parties. In addition, you may encounter third-party applications, including, without limitation, websites, widgets, software or software utilities, that interact with the Platform. You acknowledge and agree that the Company is not responsible for the availability of, or the content located on or through, any third-party website or application. The selection or omission of links is not intended to endorse any particular companies, products or services. If you decide to access any of the third-party websites or applications linked to the Platform, you do so entirely at your own risk. You should contact the website administrator or webmaster for those third-party websites or applications if you have any concerns regarding such links or the content located on such websites or within such application. Your use of third-party websites and applications may be subject to third-party terms of use, privacy policies and license terms, which all users are encouraged to review.
4. Privacy Policy
The Company Privacy Policy, which is available on the Platform, governs any information you submit via the Platform and is incorporated by reference into these Terms of Use. All other policies posted on the Platform by the Company are also incorporated into these Terms of Use by reference. Each reference to these Terms of Use herein includes reference to the Privacy Policy and all other policies posted on the Platform. You shall comply with these policies when accessing or using the Platform.
5. Limitations on Services
The Company is registered with the U.S. Securities and Exchange Commission as an investment adviser. The Company provides investment advice only from the United States and only solicits potential clients for its investment advisory services in those states and countries in which it is registered or qualifies for an exemption or exclusion from registration requirements. The Company operates the Platform from within the United States.
The Platform does not constitute an offer to sell, a solicitation to buy or a recommendation for any security.
Different types of investments involve varying degrees of risk, and there can be no assurance that any specific investment will be suitable or profitable for your investment portfolio. The information contained in the Platform is not intended nor should it be construed as investment, tax, financial, accounting or legal advice. You should seek such investment, tax, financial, accounting or legal advice for your particular circumstances. You are solely responsible for determining whether any investment strategy, any investment or any transaction relating to any investment is appropriate for you.
You acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. The Company (1) shall not be responsible for any such limitations, delays and other problems or damages resulting from such problems; (2) does not assume any liability for limitations, delays and other problems in the Platform or for the consequences thereof due to strikes, riots, floods, acts of God or any other cause beyond the control of the Company; and (3) shall not be required to provide the Platform to you while interruption of the Platform due to any such cause continues.
6. Performance Information Disclaimer
Any performance information presented in the Platform is historical. Past performance does not guarantee nor is it indicative of future results. Therefore, you should not assume that the future performance of any specific investment, investment strategy (including those undertaken or recommended by the Company) or product made reference to directly or indirectly in the Platform or indirectly via a link to any third-party website, will be profitable or equal to corresponding indicated performance levels.
7. Termination
The Company reserves the right to terminate and suspend the operation of the Platform, as well as the provision of any or all products, services or Content via the Platform, without notice or liability, at any time and for any or no reason in its sole and absolute discretion. The rights granted to you herein shall terminate immediately upon any violation of these Terms of Use, without prejudice to any other rights or remedies of the Company. The Company reserves the right to terminate your access to and use of the Platform at any time for any reason without notice or liability to you or any third party.
8. Indemnification
You shall indemnify and defend the Company and its directors, officers, partners, managers, members, shareholders, employees and affiliates and hold them harmless from any and all claims, losses, damages, liabilities and expenses incurred by one or more of the Company and its directors, officers, partners, managers, members, shareholders, employees and affiliates that arise out of, or are any way connected with, your use of the Platform, as they are incurred, for any reason other than the gross negligence, fraud or willful misconduct of the Company.
9. Disclaimer of Warranty
THE PLATFORM AND ANY PRODUCT OR SERVICE REFERENCED OR OBTAINED THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (1) YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE; (2) THE PLATFORM WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (3) THE PLATFORM OR ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH OR IN CONNECTION WITH THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (4) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (5) THAT DEFECTS WILL BE CORRECTED; OR (6) THAT THE PLATFORM OR THE SERVER(S) ON WHICH THE PLATFORM IS HOSTED IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF THE COMPANY, WHETHER MADE ON THE PLATFORM OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (1) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (2) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, SNAKES, MALWARE, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, OR (3) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE PLATFORM, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USE OF THE PLATFORM.
10. Limitation of Liability
NEITHER THE COMPANY NOR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES ARE RESPONSIBLE OR LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, DAMAGESFOR PERSONAL INJURY, DAMAGES TO PROPERTY OR LOSS OF DATA, USE OR OTHER ECONOMIC ADVANTAGE) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE PLATFORM,INCLUDING, BUT NOT LIMITED TO, YOUR USE OR INABILITY TO USE THE PLATFORM, ANY CONTENT OBTAINED FROM OR THROUGH THE PLATFORM, AND ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION OF THE PLATFORM, REGARDLESS OF CAUSE, EVEN IF THE COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF THE COMPANY AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS AND OTHER REPRESENTATIVES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO $100 (ONE HUNDRED DOLLARS). SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR CERTAIN TYPES OF OTHER DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
11. Accounts, Passwords, Security and Laws
In order to access the Platform, you may be required to establish an online account. You agree to provide the Company, directly or indirectly, with accurate, complete and true information. If you provide any information to the Company, directly or indirectly, that is inaccurate, incomplete or untrue, the Company reserves the right to prevent or terminate your use of your online account and access to the Platform and to pursue all other legal remedies that may be available to the Company. The Company shall have full discretion to determine whether or not to honor a request to establish an online account. In addition, the Company may terminate any individual online account and/or all online accounts at any time, without cause and without prior notice. You are responsible for maintaining the confidentiality of your username and password, for restricting access to your online account to you, and for all activities that occur under your account, and you are liable for losses incurred by the Company or any other user of the Platform because someone other than you was using your account. In the event that you know or suspect the confidentiality of your account or password is compromised in any manner, you will notify the Company immediately. The Company reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Platform and your account. Notwithstanding the above, the Company may rely on the authority of anyone accessing your account or using your password, and in no event and under no circumstances shall the Company be held liable to you for any liabilities or damages resulting from or arising out of (1) any action or inaction of the Company, (2) any compromise of the confidentiality of your account or password, or (3) any unauthorized access to your account or use of your password.
You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Platform, including those related to data privacy and the transmission of technical or personal data.
12. General Terms
The Terms of Use are governed by, and will be interpreted in accordance with, the laws of the Commonwealth of Massachusetts, without regard to any conflicts-of-law provisions.
Although you acknowledge that the Company will have the ability to enforce its rights in any court of competent jurisdiction, you hereby consent to the exclusive jurisdiction and venue of courts in Massachusetts regarding any and all disputes relating to the Terms of Use and your use of the Platform.
If any provision of the Terms of Use is determined to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of such provision, with all other provisions remaining in full force and effect.
Any waiver of any provision of these Terms of Use shall be effective only if in writing and signed by the Company. The failure of the Company to enforce any right or provision in the Terms of Use shall not constitute a waiver of such right or provision or any other right or provision.
You may not bring any claim or action arising from or concerning the Platform more than one (1) year from the date the claim or cause of action arose.
The Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. You may from time to time enter into binding legal agreements relating to certain products or services available through the Platform or from the Company, which may have terms that are different from those of these Terms of Use. In the event of any inconsistency, the terms of such other agreement shall control with respect to such products or services.
To contact or notify us of any matter related to these Terms of Use, please use the following contact information:
Capital Advisors Group, Inc.
Attn: Stephen R. Salemi, President and COO
1 Federal Street, Suite 2200
Boston, MA 02110
terms@capitaladvisors.com