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Financial Diligence Networks

Website Terms of Use

This Website Terms of Use was last updated on October 16, 2012

Financial Diligence Networks LLC (“Financial Diligence Networks”) makes available this web site located at: www.gofdn.com www.gofdn.com and all publicly available Content (as defined below) and services available therein (such Website, Content and services, collectively, the “Service”) subject to the terms and conditions of this Website Terms of Use Agreement (the “Website Terms of Use”). By accessing and/or using the Service, you acknowledge that you have read, understand, and agree to abide by the terms described herein. If you do not understand or agree to these Website Terms of Use, you do not have permission to access and/or use the Service and you should immediately exit the Service. If you continue using the Service, you accept and agree to these Website Terms of Use. Some of our website, content and services are only available to authorized users (“Authorized User Services”), which are governed the Service Terms of Useand the Service Privacy Policy, along with such other documents agreements and policies that may be referenced on the Service.

These Website Terms of Use are a binding agreement between you and Financial Diligence Networks. Your use of the Service is governed by the version of the Website Terms of Use in effect on the date the Service is accessed by you. Financial Diligence Networks may modify these Website Terms of Use at any time and without prior notice. You should review the most current version of this document by visiting the Terms of Use link on the Service.

1. Registration Requirements

To request an invitation to join the Service you shall be required to provide certain information to Financial Diligence Networks. You agree to provide true, accurate, complete and current information. You are solely responsible for any information you provide in connection with the Service and your use thereof.

2. Content and Links

2.1 Content. The Service contains Content owned or licensed by Financial Diligence Networks (the “FDN Content”) and content that may be provided by users and/or third party providers (all such content, collectively, the “Third Party Content”). For the purposes of this Agreement, FDN Content and Third Party Content are referred to collectively, as “Content”). Financial Diligence Networks does not endorse or approve the Third Party Content and makes all Content available to you only as a service and convenience. Financial Diligence Networks and its third party providers do not guarantee the accuracy, timeliness, completeness or correct sequencing of any of the Content or warrant any results from your use or reliance on the Content. Neither Financial Diligence Networks nor the third party providers are obligated to update any information or opinions contained in any of the Content. Financial Diligence Networks may discontinue offering any Content on the Service at any time without notice.

2.2 Third Party Links. Although the Service may contain links to third party sites, Financial Diligence Networks is not responsible for the content or privacy policies employed by any linked sites. Financial Diligence Networks provides these links as a convenience and does not endorse the companies or contents of any linked sites. Financial Diligence Networks bears no liability for the content appearing on any linked sites; for the use or reliance upon the information that appears upon the linked sites; and/or for the products and/or services offered therein.

3. Intellectual Property Rights

3.1 Copyright. The Service and all Content are protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content and you will not use, copy or display the Content except as permitted under these Website Terms of Use. No other use of the Service or the Content is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site is expressly prohibited. If you violate any part of these Website Terms of Use, your right to access and/or use the Content and Service shall automatically terminate and you shall immediately destroy any copies you have made of the Content (other than Third Party Content in or to which you have express legal rights).

3.2 Trademarks. The trademarks, service marks, and logos of Financial Diligence Networks (the “FDN Trademarks”) used and displayed on the Service are registered and unregistered trademarks or service marks of Financial Diligence Networks. Other company, product, and service names displayed on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the FDN Trademarks, the “Trademarks”). Nothing in the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Service without the prior written consent of the applicable Trademark owner specific for each such use. The Trademarks may not be used to disparage Financial Diligence Networks or the applicable third-party, Financial Diligence Networks and/or third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Financial Diligence Networks approves the establishment of such a link by prior written consent. All goodwill generated from the use of any FDN Trademark shall inure to Financial Diligence Networks’ benefit.

3.3 Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials made available through the Service infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA. Notices and counter notices with respect to the Service should be sent to Financial Diligence Networks at:

By Mail:
Jacqueline Klosek
Goodwin Procter LLP
620 Eighth Avenue
New York, NY 10018-1405

By email: jklosek@goodwinprocter.com

3.4 Feedback. By providing us with feedback, suggestions and/or comments (collectively, the “Feedback”), you acknowledge that you also give to us, without charge, a worldwide, perpetual, royalty-free, non-exclusive right and license to use, share and commercialize your Feedback in any way and for any purpose on the Service. You expressly acknowledge and agree that you will not give Feedback that is subject to a license that requires us to license its software or documentation to third parties because we include your Feedback in them.

4. Disclaimers

4.1 DISCLAIMER OF WARRANTIES. FINANCIAL DILIGENCE NETWORKS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “FDN PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND/OR THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE FDN PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICE AND THE CONTENT AT YOUR OWN RISK. THE FDN PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE OR THAT THE SERVICE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO FDN PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

4.2 Service Access and Availability. If the Service was not available for any period or any time, Financial Diligence Networks shall not be liable. Financial Diligence Networks gives no warranties as to the accessibility, performance or availability of the Service. Temporary suspension of access to the Service or service interruption may occur without notice at our discretion including without limitation in the case of repair, maintenance, system failure or for reasons beyond our control. Financial Diligence Networks reserves the right to suspend the operation of the Service and/or any part thereof. You agree that neither Financial Diligence Networks nor its third party providers will be liable to you in any way for the termination, suspension, interruption, delay of any of the services and products on the Service.

4.3 No Recommendations or Advice Provided. Financial Diligence Networks does not make recommendations or offer investment advice of any kind. Financial Diligence Networks assumes no responsibility for the Content and/or any Third Party Content.

5. Indemnification

You agree to defend, indemnify, and hold harmless the FDN Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach these Website Terms of Use and/or your access to, use or misuse of Services and/or Content. Financial Diligence Networks shall provide notice to you of any such claim, suit, or proceeding. Financial Diligence Networks reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Financial Diligence Networks’ defense of such matter.

6. Limitation Of Liability

6.1 LIMITATIONS OF LIABILITY. IN NO EVENT SHALL ANY FDN PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE AND/OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE THAT NONE OF THE FDN PARTIES WILL BE HELD LIABLE FOR ANY INVESTMENT LOSSES OR GAINS ARISING OUT OF AND/OR RESULTING FROM THE SERVICE (INCLUDING THE CONTENT AND THIRD PARTY CONTENT).

6.2 ACKNOWLEDGEMENT. YOU ACKNOWLEDGE AND AGREE THAT FINANCIAL DILIGENCE NETWORKS HAS OFFERED ITS SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE WEBSITE TERMS OF USE, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND FINANCIAL DILIGENCE NETWORKS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND FINANCIAL DILIGENCE NETWORKS. FINANCIAL DILIGENCE NETWORKS WOULD NOT BE ABLE TO PROVIDE THE SERVICE, SERVICES AND PRODUCTS TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

6.3 STATE LAW LIMITATIONS. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

6.4 CLAIMS LIMITATIONS. YOU AND FINANCIAL DILIGENCE NETWORKS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE FINANCIAL DILIGENCE NETWORKS SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

7. General

7.1 Notice. Financial Diligence Networks may provide you with notices, including those regarding changes to Financial Diligence Networks’ terms and conditions, by email, regular mail or postings on the Service. Notice will be deemed given twenty-four hours after email is sent, three days after the date of mailing, or immediately following notice posted on the Service.

7.2 Privacy. Financial Diligence Networks recognizes and respects the importance of protecting the privacy of all information provided by users. Financial Diligence Networks collects and stores information about its users, as described in our Website Privacy Policy , which is incorporated herein by reference.

7.3 Waiver. The failure of Financial Diligence Networks to exercise or enforce any right or provision of these Website Terms of Use will not constitute a waiver of such right or provision. Any waiver of any provision of these Website Terms of Use will be effective only if in writing and signed by Financial Diligence Networks.

7.4 Governing Law and Jurisdiction. These Website Terms of Use are governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflict of laws and the competent Courts of the Commonwealth of Massachusetts shall have exclusive jurisdiction and venue over all disputes related to the Service.

7.5 Severability. If any provision of these Website Terms of Use is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Website Terms of Use to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

7.6 Survival. Upon termination of these Website Terms of Use, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to the following Sections: 3, 4, 5, 6 and 7.

7.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Website Terms of Use, and will not be deemed to limit or affect any of the provisions hereof.