Terms of Use

Last Updated: April 10, 2018

PLEASE READ THESE TERMS OF USE (“TERMS” OR “TERMS OF USE”) CAREFULLY. BY ACCESSING THIS SITE AND ANY PAGES IN IT, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS, VIEW OR USE THIS SITE OR ANY INFORMATION CONTAINED HEREIN.

The website located at www.noteswatch.com (the “Site”) is a copyrighted work belonging to Noteswatch Inc. (“Noteswatch”, “us”, “our”, and “we”). These Terms of Use apply to the Site and apply to all users and visitors. These Terms of Use and any other terms that appear on the page from which you were directed to these Terms of Use govern your use of the Site.

These Terms of Use as well as the information and materials contained in the Site are subject to change at any time, without notice. Noteswatch may add features to or remove features from the Site at any time and from time to time in our sole discretion.

Any additional agreements with respect to individual services of Noteswatch, including the provisions of any applicable Client Agreement, shall be complementary to these Terms; however, in the event of any conflict, the provisions contained in any such additional agreements shall prevail.

Access to the Site
In order to access certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that all required registration information you submit is truthful and accurate and you will maintain the accuracy of such information. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Noteswatch of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Noteswatch cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. We may suspend or terminate your rights to use the Site at any time at our sole discretion, for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your your Account from our live databases.

Purpose
The information, tools and descriptions of financial products in the Site are provided for information and educational purposes only and are subject to change at any time without notice. Noteswatch makes no representation (either express or implied) that the information, opinions and product descriptions on the Site are accurate, complete or up to date. Such information is not intended to be and does not constitute financial advice or any other advice by Noteswatch, is general in nature and not specific to you, your customers, your respective financial situation or particular needs and should not be construed as a recommendation by Noteswatch to buy or sell any securities or other financial products, to effect any transactions or to conclude any legal act of any kind whatsoever. Noteswatch shall not be obliged to remove any outdated information from the Site or to expressly mark it as being outdated.

Any term sheets, preliminary pricing supplements, pricing supplements or other offering materials (each, an "Offering Document") in the Site are provided solely for your convenience and generally describe the terms of the transaction described therein. The Offering Documents are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law. You should not assume that the information contained or incorporated by reference in any Offering Document is accurate as of any date other than the respective dates set forth therein or of the date incorporated therein. Please be advised that no Offering Document has been updated since the date set forth therein and that material events may have occurred since such date. Noteswatch is under no obligation to supplement or update any Offering Document and Noteswatch can provide no assurances that any Offering Document is accurate or complete.

Noteswatch is not a registered investment advisor, broker/dealer, financial analyst, financial institution, bank, securities broker or financial planner. No information published on the Site constitutes a solicitation or offer, or recommendation to buy or sell any financial products, to undertake any financial strategy, to effect any transactions or to conclude any legal act of any kind whatsoever. Noteswatch does not intend to provide investment advice or service through the Site and makes no representation that any described financial products or services are suitable for you or any of your customers. Noteswatch does not render financial, legal or tax advice, and nothing in the Site should be construed as such. In addition, any discussion of U.S. tax matters contained in the Site is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with Noteswatch of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties.

The Site is intended solely for use by registered broker-dealers and “institutional accounts”, as such term is defined in FINRA Rule 4512(c). By using the Site, you represent and warrant that you (1) are capable of evaluating the investment risks independently, both in general and with regard to all transactions and investment strategies involving any investments discussed, presented or displayed on the Site; and (2) will exercise independent judgment in evaluating any such investment.

Notice to non-US persons
This Site is published in the United States for residents of the United States. The information on the Site is directed at, and is intended for use by, “US persons” only, as that term is defined by Regulation S of the US Securities Act of 1933, as amended. The Site is not intended for use by, or to provide information to, persons outside the United States and such persons should not rely on the information contained in the Site. Investors outside the United States may be subject to securities or tax laws within their jurisdictions that are not addressed on this Site.

Forward Looking Statements
The Site may contain statements that constitute "forward looking statements". While these forward looking statements may represent Noteswatch’s judgment and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from Noteswatch’s expectations. Noteswatch is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward looking statements whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
THE SITE, TOGETHER WITH ALL CONTENT, INFORMATION AND MATERIALS CONTAINED THEREIN, IS PROVIDED "AS IS" AND "AS AVAILABLE". YOU SHOULD NOT REGARD THE INFORMATION CONTAINED IN THE SITE AS A SUBSTITUTE FOR THE EXERCISE OF YOUR OWN JUDGMENT. NOTESWATCH IS NOT UNDER ANY OBLIGATION TO UPDATE OR KEEP CURRENT THE INFORMATION CONTAINED HEREIN NOR TO REMOVE ANY OUTDATED INFORMATION FROM THE SITE OR TO EXPRESSLY MARK IT AS BEING OUTDATED.

NOTESWATCH MAKES NO COVENANTS, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED (STATUTORY, BY OPERATION OF LAW OR OTHERWISE), RELATING TO THE CONTENT, THE SCOPE THEREOF, COMPLETENESS OR RELIABILITY OF ALL INFORMATION CONTAINED IN THE SITE. ANY MATERIALS, INFORMATION OR CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN RISK AND NOTESWATCH IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.

ALTHOUGH THE INFORMATION PROVIDED ON THE SITE IS OBTAINED OR COMPILED FROM SOURCES WE BELIEVE TO BE RELIABLE, NOTESWATCH CANNOT AND DOES NOT WARRANT THE ACCURACY, VALIDITY, TIMELINESS, SECURITY, RELIABILITY, AVAILABILITY OR COMPLETENESS OF THE SITE OR THE INFORMATION OR RESULTS OBTAINED FROM USE OF THE SITE, OR THAT THE SITE WILL BE AVAILABLE AT ALL TIMES, OR IS VIRUS-FREE OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NOTESWATCH OR OUR AFFILIATES, OR ANY OF OUR DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS OR AGENTS, NOR ANY ISSUER, HAVE ANY LIABILITY WHATSOEVER TO ANY PERSON FOR ANY LOSS, COSTS, CLAIMS, EXPENSE OR DAMAGE OF ANY KIND, INCLUDING ANY DIRECT OR INDIRECT CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, ARISING OUT OF OR RELATED TO THE USE OF ALL OR PART OF THE SITE, OR ANY LINKS TO THIRD-PARTY WEBSITE.

YOU ARE SOLELY RESPONSIBLE FOR ACQUIRING AND MAINTAINING SUCH ELECTRONIC DEVICES AND EQUIPMENT THAT CAN HANDLE AND WILL ALLOW YOU TO ACCESS AND USE THE SITE AND FOR TAKING ADEQUATE AND APPROPRIATE DATA SECURITY MEASURES IN ACCORDANCE WITH GOOD INDUSTRY PRACTICE TO PROTECT YOURSELF AGAINST FRAUD OR CYBER-ATTACKS ON A CONTINUOUS BASIS (E.G., BY USING THE MOST RECENT BROWSER VERSIONS, AND INSTALLING RECOMMENDED SECURITY PATCHES AND UP-TO-DATE ANTI-VIRUS PROGRAMS AND FIREWALLS). NOTESWATCH SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ANY TAMPERING WITH ANY USER'S COMPUTER SYSTEM BY UNAUTHORIZED PARTIES, OR FOR LOSSES OR LIABILITIES SUFFERED BY ANY USER ARISING FROM VIRUSES OR ATTACKS BY HACKERS.

IN NO EVENT WILL NOTESWATCH OR OUR AFFILIATES, OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED ARISING OUT OF THE USE OF THE SITE, ITS CONTENT, OR THE INABILITY TO USE THE SITE.

THIS DISCLAIMER APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

Links
The Site may contain third-party content or links to third-party website. These content and links are provided solely for your convenience and information. Noteswatch has no control over, does not assume any responsibility for and does not make any warranties or representations as to, any third‑party content or website, including but not limited to, the accuracy, subject matter, legality, quality or timeliness of such content. Noteswatch shall have no liability for third-party content or website or website linking to or framing the Site. Such third-party content and information on such website is not included in, or incorporated by reference into, the Site.

Social Bookmarks
The Site may contain social bookmarks, which are identifiable by means of their respective buttons. Social bookmarks allow users of certain social media platforms to post links to selected Noteswatch web pages on their social media accounts in order to bookmark them or share them with their social media contacts. If you use social bookmarks, you will be sending personal identifying data to the respective social media platform. Any comments or activity made by or carried out by persons using social bookmarks is not controlled, endorsed or monitored by Noteswatch and Noteswatch shall not be responsible or liable for such. Persons who share Noteswatch communications via social bookmarks are not authorized to speak for or represent Noteswatch and their views and opinions must be regarded as strictly their own and not Noteswatch's. In addition, the provisions in these Terms of Use relating to Links also apply to social bookmarks.

Intellectual Property Rights
Noteswatch retains all right, title and interest (including copyrights, trademarks, patents, as well as any other intellectual property or other right) in all information and content (including all text, data, graphics and logos) on the Site. Individual pages and/or sections of the Site may be printed for personal or internal use only, and provided that such print-outs retain all applicable copyright or other proprietary notices. All users must not, without limitation, modify, copy, transmit, distribute, display, perform, reproduce, publish, license, frame, create derivative works from, transfer or otherwise use in any other way, whether in whole or in part, any information, text, graphics, images, video clips, directories, databases, listings or software obtained from the Site for commercial or public purposes, without the prior written permission of Noteswatch. Systematic retrieval of content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) or creating links to the Site without the prior written permission from Noteswatch is strictly prohibited.

Electronic Communication
The communications between you and Noteswatch use electronic means, whether you use the Site or send us emails, or whether Noteswatch posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Noteswatch in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Noteswatch provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

Applicable Law
These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, and the federal laws of the United States of America. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within the State of California, County of San Diego, for any disputes arising from or related to the Site or these Terms of Use.