Terms and Conditions of Use

Before becoming a client of a Regulatory Compliance Watch Compliance Service (“Regulatory Compliance Watch”, “IA Watch”, “BD Watch”, CPO/CTA Watch”, PF Watch”, “we” or “our” or “service”), you must read and agree to the following Terms and Conditions of Use (the “Terms and Conditions”).  By accessing and using the service (the “Service”) offered in the service, at www.regcompliancewatch.com and the IA Watch Weekly Briefing and by accepting these Terms and Conditions, you are agreeing to be legally bound by these Terms and Conditions, whether or not you have read them. PLEASE TAKE THE TIME TO READ ALL TERMS & CONDITIONS CAREFULLY BEFORE USING THE SERVICE.  The terms “you” and “User” refer to anyone who accesses the compliance service.

If you do not agree to these Terms and Conditions, do not use the Service. We may change the Terms and Conditions from time to time and at any time without notice to you, by posting such changes on this Website under “Terms and Conditions”. You are responsible for regularly reviewing information posted online to obtain timely notice of such changes. Your continued use of the Web Site after changes are posted constitutes your acceptance of these Terms and Conditions as modified by the posted changes.

Our Privacy Policy is posted at www.regcompliancewatch.com/Home/Info/PrivacyPolicy.

REGISTRATION

To subscribe to the service, User must confirm via email to invoice for the agreed to fees and level of service, including User's electronic acceptance of these Terms and Conditions, and we must then accept such online registration. We may reject an online registration by a potential User in our sole discretion and we are not obligated to provide a reason for our rejection.

As part of the online registration process, we will collect certain limited information about each User ("Registration Data"). All Registration Data provided by or on behalf of User must be current, complete and accurate, and User is solely responsible for updating such Registration Data as necessary. We reserve the right to terminate User’s access to the service immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time.

As part of the online registration process, we will assign a user name to you and you will choose a password. (NOTE: REGULATORY COMPLIANCE WATCH IS LICENCED BY USER) User is entirely responsible for maintaining the confidentiality of its password and account, and User is solely responsible for any and all activities that occur under its account. User agrees to notify us immediately of any unauthorized use of User’s account or any other breach of security.  We shall not be liable for any loss that User may incur as a result of a third party using its password or account, either with or without its knowledge. User may be held liable for losses incurred by us or another party due to a third party using User's account or password.

USE OF THE COMPLIANCE SERVICE

You are hereby granted a non-exclusive, non-transferable, limited license to access and use the compliance service under the terms set forth below.

You may not resell, distribute, or otherwise use the Service, Web Site and the content displayed on the Website, including, but not limited to, text, data, reports, opinions, images, photos, graphics, graphs, charts, animations, templates, advice and video (the “Content”), on a timeshare or service bureau basis for purposes of reselling the Content.  Neither the Service nor any Content may be copied, reproduced, framed, hyperlinked, republished, downloaded, uploaded, posted, transmitted or distributed in whole or in part, directly or indirectly, bundled or unbundled for purposes of reselling the Content or Service or otherwise charging others to use the Content or Service. Except as otherwise permitted herein, you may not redistribute, reproduce, retransmit, disseminate, sell, publish, broadcast or circulate the information contained in the Service to any third party without our express written consent.  No other distribution of the Service or any Content related thereto by any User including, but not limited to, distribution via site licensing, on-line distribution, off-line downloading, tapes, discs, CD-ROM, optical media, hard copy formats, or print publication shall be permitted without our express written permission. User specifically agrees and understands that no rights to sub-license to any third party are being granted to you under this Agreement.  Except for the limited license specifically provided herein, this Agreement shall not transfer to you any right to, or interest in, the Service, or in any Content, or in any copyright or trademark pertaining thereto. You acknowledge that you have no claim to ownership of the Service or any Content related thereto simply by reason of your use of or access to the Service.

You agree to use the Web Site, Service and Content only for lawful purposes, and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of this Web Site by any third party.  Such restriction or inhibition includes, without limitation, conduct which is unlawful, or which may harass or cause distress or inconvenience to any person and the transmission of obscene or offensive content or disruption of normal flow of dialogue within the Web Site. You shall not access and/or use the Web Site in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Web Site or any networks or security systems of Regulatory Compliance Watch Compliance Service.

The Content is the exclusive property of Regulatory Compliance Watch Compliance Service or its licensors, and is protected by copyright and other intellectual property laws. All trade names, trademarks, service marks and other product and service names and logos on the Web Site and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright laws. Any of the trademarks, service marks or logos (collectively, the “Marks”) displayed on the Web Site may be registered or unregistered marks of Regulatory Compliance Watch others. Except as such Marks may be used by User in connection with User’s utilization of the Service,  nothing contained on this Web Site should be construed as granting any license or right to use any of the Marks displayed on the Web Site without the express written permission of Regulatory Compliance Watch or a third party owner of such Marks. Any unauthorized uses of the Marks or any other Content are strictly prohibited. To request permission to use any Content or other Regulatory Compliance Watch material, please contact customer@regcompliancewatch.com.

You shall honor all reasonable requests by us to protect our proprietary interests in the Web Site, Service and Content.

We may impose whatever security measures we reasonably deem appropriate to ensure compliance with these Terms and Conditions, including covert and overt copy-detection and license awareness technology and encoding of requestor/user information in printed and electronic formats.

No other rights are granted hereunder except as expressly set forth in these Terms and Conditions.

ANTI-HACKING PROVISION

You expressly agree not to use this Web Site in any manner or for any purpose that is prohibited by these terms and conditions. In addition, you expressly agree not to:

            (a) use the Web Site for any purpose that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation;
            (b) use or attempt to use any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code” or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, decompile, reverse engineer, or monitor any portion of the Web Site or any data or content found on or accessed through the Web Site without prior express written consent;
            (c) obtain or attempt to obtain through any means any materials or information on the Web Site that have not been intentionally made publicly available either by their public display on the Web Site or through their accessibility by a visible link on the Web Site;
            (d) in any way bypass or circumvent any other measure employed to limit or prevent access to the Web Site or its content;
            (e) violate the security of the Web Site or attempt to gain unauthorized access to the Web Site, data, materials, information, computer systems or networks connected to any server associated with this Web Site, through hacking, password mining or any other means;
            (f) interfere or attempt to interfere with the proper working of the Web Site or any activities conducted on or through the Web Site, including accessing any data, content or other information prior to the time that it is intended to be available to the public on the Web Site; or
            (g) take or attempt any action that, in the sole discretion of this Web Site's operators, imposes or may impose an unreasonable or disproportionately large load or burden on the Web Site or such operation's infrastructure.
 
INDEMNITY

You agree to indemnify, defend, release and hold Regulatory Compliance Watch, its officers, directors, suppliers, service providers, co-branders or other partners, agents and employees, and its affiliates, harmless from all damages, liability, fees, costs, loss of business profits, taxes, penalties or sanctions, and interest of any nature, including reasonable fees of attorneys and other professionals Regulatory Compliance Watch may incur due to or arising out of  or relating to any claims, demands, actions or proceedings, whether or not brought to suit, alleged or initiated against Regulatory Compliance Watch by any third party in any way arising out of or related to anything you submit, transmit through or upload to the Web Site, your use of the Web Site and the Service, any violation by you of these Terms and Conditions, your provision of Registration Data, Financial Information or other information that is untrue, inaccurate, fraudulent, or out of date, your Communications, your violation of anyone’s proprietary or confidential information, patent, trademark, trade secret or other proprietary rights, an allegation that you are in violation of any right, license, law, statute, regulation, rule, order or ordinance.

LINKS TO OTHER WEB SITES

You may, through hypertext or other computer links, gain access to web sites operated by persons other than us. Such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such web sites' owners. You agree we are not responsible for the content or operation of such web sites, and that we shall have no liability to you or any other person or entity for the use of third party web sites. Except as described below, a hyperlink from this Web Site to another web site does not imply or mean we endorse the content on that web site or the operator or operations of that site. You are solely responsible for determining the extent to which you may use any content at any other web sites to which you link from the Web Site. When you use those sites, you will be legally bound by the specific terms of use posted on such sites. If there is a conflict between these Terms and Conditions and the other terms and conditions, the other terms & conditions will govern with respect to use of such pages.

COMPLIANCE WITH LAWS

You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Web Site. We may, in our sole discretion, report actual or perceived violations of law to law enforcement or appropriate authorities. If we become aware, through a complaint or otherwise, of any potential or suspected violation of these Terms and Conditions, we may (but are not obligated to) conduct an investigation to determine the nature and extent of the suspected violation and the appropriate enforcement action, during which investigation we may suspend services to any customer being investigated and/or remove any material from our servers. You agree to cooperate fully with any such investigation. You acknowledge that violations of the Terms and Conditions could be subject to criminal or civil penalties.

You are entirely liable for activities conducted by you in connection with your browsing and use of the Web Site. If you are dissatisfied with the Content or the Web Site or with these Terms and Conditions, your sole and exclusive remedy is to stop using the Content and the Web Site. We will not pay you any damages in connection with your browsing or use of the Web Site.

COMPLIANCE OF CONTENT IN REGULATORY COMPLIANCE WATCH

It is your responsibility to review the materials to make sure that they comply with any state and local laws, as well as to determine the specific federal and state mandated disclosure verbiage that may be required of your firm. While we provide you with tools to create, audit and monitor your compliance programs and policies, you must take your own measures to assure that any use of these materials meet the required federal law and the laws of the states in which you conduct business, as well as your firm’s own policies.

TERM; TERMINATION

These Terms and Conditions are effective until terminated by us. We may terminate these Terms and Conditions with respect to you or any other third party without notice at any time for any reason.  In the event that we determine, in our sole discretion, that you have breached any of our Terms and Conditions, we reserve the right to terminate access to the Web Site and take any other action which we, in our sole discretion, deem to be appropriate.  All terms that by their nature should survive termination of these Terms and Conditions will survive.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that we shall not be liable to you or your clients or to any third party for any modification, suspension or discontinuance of the Service, subject to refund of any prepaid fees.
 
DISCLAIMER OF WARRANTIES
 
USER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICE IS PROVIDED BY REGULATORY COMPLIANCE WATCH ON AN "AS IS" BASIS, AND USER'S ACCESS TO AND/OR USE OF THE SERVICE IS AT ITS SOLE RISK. REGULATORY COMPLIANCE WATCH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. REGULATORY COMPLIANCE WATCH MAKES NO WARRANTY THAT THE SERVICE WILL MEET THE REQUIREMENTS OF USER OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES REGULATORY COMPLIANCE WATCH MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE OR THAT ANY DEFECTS WILL BE CORRECTED. USER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT THE SOLE RISK OF USER AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM REGULATORY COMPLIANCE WATCH OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO USER.
 
LIMITATION ON LIABILITY
 
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REGULATORY COMPLIANCE WATCH AND/OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE REGULATORY COMPLIANCE WATCH WEB SITE OR THE SEVICE, WITH THE DELAY OR INABILITY TO USE THE REGULATORY COMPLIANCE WATCH WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE REGULATORY COMPLIANCE WATCH, OR OTHERWISE ARISING OUT OF THE USE OF THE REGULATORY COMPLIANCE WATCH OR RELATED SERVICE, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT REGULATORY COMPLIANCE WATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGULATORY COMPLIANCE WATCH’S LIABILITY HEREUNDER IS LIMITED TO ANY FEES PAID BY USER TO REGULATORY COMPLIANCE WATCH DURING THE IMMEDIATELY PRECEDING 12 MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.

COPYRIGHT AND TRADEMARK NOTICES
All contents of the Web Site are: Copyright 2014 by Argosy, LLC and/or its affiliates. All rights reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to our designated  contact referenced at the end of these Terms and Conditions. ALL INQUIRIES NOT SUBMITTED ACCORDING TO THIS PROCEDURE WILL RECEIVE NO RESPONSE.

GENERAL
 
The Web Site, Service and Content are offered by Argosy, LLC.  You acknowledge and agree that all rights of Regulatory Compliance Watch hereunder may be enforced by Argosy, LLC.  This Web Site is controlled by us from our offices within the State of Maryland, United States of America. We make no representation that the Content is appropriate for use in other locations. Any claim relating to the Content will be governed by the laws of the State of Maryland, notwithstanding any conflicts of law principles, and the United States of America. We each agree and hereby submit to the exclusive personal jurisdiction and venue of the State and Federal Courts located in Montgomery County, Maryland with respect to any such claim. You agree that regardless of any law or statute to the contrary, any claim or cause of action arising out of or relating to the Web Site and these Terms and Conditions must be filed within one (1) year of the date the cause of action arose, or be barred as untimely.  Any part of these Terms and Conditions that is unlawful, void or unenforceable will be deemed severable and will not affect the validity or enforceability of the remaining provisions. All waivers must be in writing. Any waiver or failure to enforce these Terms and Conditions on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You may not assign your rights or obligations granted under these Terms and Conditions without the prior written consent of Regulatory Compliance Watch. Any attempted assignment or transfer without such prior written consent from Regulatory Compliance Watch shall be null and void. The headings of sections of these Terms and Conditions are for convenience only and are not to be used in interpreting these Terms and Conditions. In the event we are required to initiate legal proceedings to enforce any provision of these Terms and Conditions or you initiate any legal proceedings relating to these Terms and Conditions, the prevailing party shall be entitled to recover all reasonable attorneys' fees from the other party. These Terms and Conditions constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. These Terms and Conditions may only be modified by us in writing.

Contact Information
All requests for further information or for permission to reproduce any portions of the Content or Web Site should be directed to: Steve McVearry, UCG General Counsel, Two Washingtonian Center, 9737 Washingtonian Blvd., Ste. 502, Gaithersburg, MD 20878. Confidential line: 301-287-2266; e-mail: smcvearry@ucg.com.

Please report any violations of these Terms and Conditions to smcvearry@ucg.com. These Terms and Conditions were last updated on November 1, 2016.
 
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