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TERMS OF SERVICE AND END USER LICENSE AGREEMENT for PAA Research, LLC WEB SERVICE

PAA Research, LLC (the “Company”) provides certain services (collectively, “Services”) through the http://www.pleaseactaccordingly.com website (the “Website”). Access to and use of the Website or the Services provided therein is subject at all times to these Terms of Service and End User License Agreement (“Terms of Service”), including the disclaimer contained on the last page of PAA Research reports.

EACH TIME YOU ACCESS OR USE THIS WEBSITE OR THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF SERVICE AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO BE BOUND BY (OR CANNOT COMPLY WITH) ANY OF THESE TERMS OF SERVICE, PLEASE EXIT FROM THE WEBSITE. ANY REFERENCES HEREIN TO “YOU” AND “YOUR” REFER TO BOTH YOU AND SUCH PERSON AND LEGAL ENTITY ON WHOSE BEHALF YOU ACT, IF ANY.

The Company may, from time to time, modify, amend, or supplement these Terms of Service, including revisions to the disclaimer, and publish  the revised version on the Terms of Service page or incorporate them into the disclaimer, as applicable. Such modifications, amendments or supplements shall be effective immediately upon publication. You are responsible for periodically reviewing the Website and the disclaimer for changes to these Terms of Service. If you do not agree to be bound by (or cannot comply with) these Terms of Service as modified, you agree that your sole remedy is to cease using the Services by canceling your Account. Your continued use of the Services constitutes your agreement to be bound by the amended Terms of Service.

1. ACCOUNT REGISTRATION AND POLICIES

By completing the registration process, you may establish a Service account (“Account”), register as a PAA Research Member (“Member”), and access and use the Service from the Website. As part of the registration process, a login ID and password will be assigned to your Account that you must use to access the Services. You are solely responsible for all activity on your Account and for the security of your computer system. You agree that you will not reveal, transfer or sell your Account login ID or password to any person who is not permitted to access the Services under the terms of your agreement with PAA Research (“Services Agreement”), including without limitation third party users, nor may you permit such unauthorized persons or other third parties to access your Account.

(A) Charges and Billing

Terms of payment are within the Company’s sole discretion and may be modified, amended or supplemented at any time and shall become effective upon posting on the Website. All applicable fees and other charges for services as well as any products marketed through the Website are payable by the 5th day of the month of the period for which such fees or charges apply. The Company reserves the right to change prices at any time. Subscriptions will automatically renew on an annual basis for a subsequent one year term unless the Company is provided with written notice of cancellation.  Cancellation notices shall be effective no earlier than 30 days after PAA Research receives them, and will not excuse your obligation to pay any fees due for services rendered through the effective date of the cancellation. 
Upon termination of service, PAA Research will not grant a refund of fees a Member has paid.

(B) Termination of Account

(i) Member. Subject to the terms described herein, each Member has the right to terminate such Member’s Account at any time upon written notice to the Company. Each Member understands and agrees that the termination of a Member’s Account is such Member’s sole right and remedy with respect to any dispute, including, but not limited to, any related to, or arising out of: (A) any term of these Terms of Service or the Company’s enforcement or application of these Terms of Service; (B) the Member’s ability to access and/or use the Service; or (C) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods. The Company is entitled to collect accrued fees and charges and costs incurred by the Member upon receipt of a Member’s notice to cancel an Account.

(ii) Company. The Company may terminate a Member’s service at any time in its sole and absolute discretion for any reason including, but not limited to, the occurrence of any one of the events:

(a) Improper use of the Member’s login ID or password.
(b) The information provided by a Member during the Account registration process is found to be untruthful or inaccurate.
(c) Improper use of the information provided on the Website and/or taking any other action which adversely affects the Website, the Service, or the Company.
(d) Any violation of these Terms of Service.

The Company reserves the right to cancel any Member’s service or product orders resulting from any pricing, typographical, or other errors in any offer by the Company.

The Company accepts no responsibility or liability to a Member or to any third party for any consequences which may result from the termination of a Member’s service.

2. RESTRICTIONS AND OBLIGATIONS 

(A) Modification to Service

The Company may at any time and from time to time revise, supplement, suspend, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you, and terminate all licenses granted in these Terms of Service. You agree that neither the Company nor any of its affiliates, licensors, agents, or employees is liable to you or any third party for any revision, supplement, suspension, or discontinuation of the Service, and termination of any license. 

(B) End User License Agreement 

Your access to the Service is governed by this End User License Agreement “EULA.” Be sure to carefully read and understand all of the rights and restrictions described herein. If you are employed by an entity and are accessing the Service using an ID and password provided by your employer, it is your responsibility to make sure that your use of the Services is consistent with the terms of the Services Agreement between your employer and the Company. By accessing the Service, you agree to be bound by the terms of this EULA and any other terms and conditions applicable to you or the entity with which you are associated. If you do not agree to these terms, you may not access the Service. The Service and the information that you are able to access through the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

(i) Grant of License. This EULA grants you the following rights: 

(a) Access and Use of the Service. Your access to and use of the Service is governed in part by this EULA, as well as by any other agreement that may exist between you and the Company. By accessing and using the Service, you agree to comply with all of the terms and conditions hereof. You are granted a non-exclusive, nontransferable, nonsublicensable right and license to access and use the Service for internal business (or personal, as the case may be) purposes only. This right and license to access and use the Service is personal to your employer (or to you, as the case may be) and is not transferable to any other person or entity, nor may it be shared, resold, rented, licensed or leased by you. You are responsible for the manner in which you use the Service and for ensuring that all use of the Service complies fully with the provisions of this EULA. You shall be responsible for protecting the confidentiality of your password(s), if any. The Company shall have the right at any time to change or discontinue any aspect or feature of the Service, including (but not limited to) content, hours of availability, and equipment needed for access or use.

(b) Reservation of Rights. All rights not expressly granted are reserved by the Company. Access to the Service is granted under license; no ownership rights are transferred to you by the Company. Except for the licensee granted herein, the Company retains all right, title and interest in and to the Service and all information and content provided thereunder.

(ii) Use of the Services. You shall use the Service for lawful purposes only, and in a manner consistent with the terms of this EULA and any other terms and conditions applicable to you or the entity with which you are associated.

(iii) Restrictions.

(a) Limitations of Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble any material available on the Service, except and only to the extent that such activity is permitted by applicable law notwithstanding this limitation.

(b) Rental. You may not rent, lease or lend access to the Service.

(c) Redistribution. You may not redistribute any information provided by the Service to any other person, except to the extent you are permitted to do so by any other terms and conditions applicable to you or the entity with which you are associated. 

(d) Other Restrictions. You agree not to engage in the following:

(i) Infringe upon the intellectual property rights of the Company or any third party.
(ii) Alter or cancel another Member’s Account.
(iii) Impersonate another person, indicate that you are a Company employee, or attempt to mislead Members or guests by indicating that you represent the Company or any of the Company’s licensors or affiliates.
(iv) Attempt to get a log-in I.D., password, or other Account information, or any other private information from a Member.
(v) Engage in or promote or encourage any illegal activity including hacking, cracking or distribution of counterfeit software for the purpose of accessing the Service or Website.
(vi) Modify, delete or create derivative works of the Service or Website, or any component thereof.
(vii) Interfere with, hack into or decipher any transmissions to or from the servers running the Service.
(viii) Do anything that interferes with the ability of other Members to access and use the Website and the Service or that which adversely affects the Website, the Service and the Company’s business.
(ix) Attempt (or authorize, encourage or support others’ attempts) to circumvent, reverse engineer, decrypt, break or otherwise alter or interfere with the Service or any component thereto.
(x) Use information disclosed on the Website for any purpose that is not permitted by the license granted by the Company, including, without limitation, for a third party’s commercial use.
(xi) Acts which violate any applicable laws or regulations in connection with the manner in which you access or use the Service or Website.

(iv) Ownership. You understand and acknowledge that the Website, the Service and information provided to you in connection therewith is owned solely and exclusively by the Company, its licensors or its affiliates, or suppliers, and are protected by applicable laws and regulations, and international treaties relating to copyrights, trademarks, and other intellectual property rights. Under no circumstances will you obtain any ownership interest in any such proprietary subject matter pursuant to these Terms of Service or otherwise.

(C) Company Trademarks

The Company name, its logo(s), and associated brand names and domain names are trademarks of the Company. The Company trademarks and trade dress may not be used in connection with any product or service that is likely to cause confusion among customers, or in any manner can be interpreted as business disparagement. All other trademarks not owned by the Company that may appear on the Website are the property of their respective owners. You may not remove any copyright notice or other notification or trade name or marks of the Company or its suppliers that appear in the information displayed on the Website. You may not use, and nothing contained on the Website grants, by implication, waiver, estoppel or otherwise, any right to use, any trademark displayed on the Website without the written permission of the Company or the respective owner of such trademark, service mark or logo.

(D) Website

The Website is provided on an “as is” and “as available” basis. The Company reserves the exclusive right and may, at any time and without notice and liability to you, modify or discontinue the Website, either temporarily or permanently. Temporary interruptions in the availability of the Website may occur from time to time as normal events. The Website may include technical inaccuracies, typographical errors or may enable you to access or download harmful or malicious code introduced onto the Internet by third parties. The Website is made available internationally and may contain references to programs or services of the Company and/or its suppliers that are not available in your location. Such references do not imply that the Company or its suppliers intend to make available such products, programs or services in your location. The Company does not under any circumstances accept any liability for any damages resulting from service interruptions or the unavailability or use of the Website.

3. ACKNOWLEDGMENT OF RISK

You acknowledge and agree that the use of this website is at your own risk. PAA Research LLC does not accept responsibility for any direct or indirect trading losses, or any other losses, caused by the use of any information available in this report.  The value of any investment may go down as well as up, and investors may not get back the full amount they invested or suffer a complete loss of their investments.  Past performance is not a guarantee of future results. 

4. DISCLAIMER OF WARRANTIES
 
YOU HEREBY EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE WEBSITE, THE SERVICE, AND THE INTERNET IS AT YOUR SOLE RISK. THE WEBSITE, THE SERVICE, THIRD-PARTY SERVICES, AND PRODUCTS AND ANY INFORMATION DELIVERED TO YOU IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND BY THE COMPANY, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY PROVIDES THE SERVICE ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT THE COMPANY WILL HAVE ADEQUATE CAPACITY FOR THE SERVICE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.
5. LIMITATIONS OF LIABILITIES

YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE COMPANY, ITS LICENSORS, SUPPLIERS OR AFFILIATES REGARDING THE TERMS OF SERVICE IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE COMPANY, ITS LICENSORS’, SUPPLIERS’, AFFILIATES’, EMPLOYEES’, OFFICERS’, MEMBERS’ OR DIRECTORS’ (COLLECTIVELY, “COMPANY AFFILIATES”) BE LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT ON THE SERVICE. MOREOVER, IN NO CASE SHALL THE COMPANY AFFILIATES’ LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO THE COMPANY FOR THE SERVICE DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGES FIRST AROSE. FURTHERMORE, IN NO CASE SHALL ANY COMPANY AFFILIATE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THEFT OR LOSS OF PROFITS, DATA, USE, GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSS) ARISING FROM YOUR USE OF THE SERVICE, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ANY COMPANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE COMPANY AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. THE COMPANY DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

6. LINKS WITH OTHER SITES

For the convenience of our users, the Website may provide certain links to web sites provided by third parties. The Company is not responsible for the content of any other web site linked to or from the Website. If you link to another site, you leave the Website and you do so entirely at your own risk. The Company provides links from the Website to other sites solely as a convenience to you and in no way should this be interpreted as a referral or endorsement of any content, sponsor or owner of any other site. THE COMPANY DISCLAIMS ALL WARRANTIES, CONDITIONS OR OTHER TERMS EXPRESS OR IMPLIED AS TO ANY SUCH LINKED SITE, INCLUDING, WITHOUT LIMITATION, AS TO ACCURACY, OWNERSHIP, VALIDITY, OR LEGALITY OF ANY CONTENT OF A LINKED SITE. 

7. INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company and its licensors, affiliates, suppliers, employees, officers, and directors from all claims for liabilities, losses and expenses, including reasonable attorneys’ fees, from third parties arising from any breach of these Terms of Service. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to the Company in that matter.

8. SECURITIES POSITIONS

You acknowledge that the principals of PAA Research may have long and/or short positions in the securities discussed on this website. Positions can change at any time without notice.

9. RESEARCH COVERAGE

PAA Research may initiate or terminate research coverage at any time without notice to you.

10. GOVERNING LAW

This Agreement shall be governed by and enforced in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.  Subject to the last sentence of this paragraph, any dispute or controversy between the parties arising out of or relating to this Agreement or the relationship between the parties shall be submitted exclusively to arbitration under the rules of the American Arbitration Association in the City of New York.  Any decision or award rendered by the arbitrator shall be final and binding on the parties and shall not be subject to appeal except as provided by law.  Judgment on the award may be enforced in any court of competent jurisdiction.  The parties expressly authorize the arbitrator to require that all or a portion of the prevailing party’s fees and expenses (including attorneys’ fees) in the arbitration be allocated to and borne by the other party, if the arbitrator determines that the other party’s positions were sufficiently frivolous so as to make such allocation equitable.  The proceedings in arbitration shall be kept confidential.  The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, and of the United States District Court for the Southern District of New York, for temporary injunctive or other relief in aid of arbitration or to prevent irreparable harm prior to the appointment of the arbitrator, and irrevocably waive, to the fullest extent they may effectively do so, the defense of inconvenient forum to the maintenance of any action for any such relief in any such court.

11. VOID WHERE PROHIBITED

The Company makes no representation or warranty that any material on the Website or the Service is lawful in every jurisdiction from which such content can be accessed, or is available for use in all jurisdictions. If you access or use the Website or the Services from a jurisdiction outside of the United States, you are responsible for compliance with all applicable local laws. 

12. MISCELLANEOUS

If any provision of these Terms of Service is held to be invalid or unenforceable, that provision will be deemed to be restated to reflect as nearly as possible the original intention in accordance with applicable law, and the remainder of these Terms of Service will remain in full force and effect. These Terms of Service, the Services Agreement, if any, and the Company’s privacy policy (the “Privacy Policy”) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the Company. The failure of party to assert any right under these Terms of Service shall not be considered a waiver of that party’s right will remain in full force and effect. In addition, these Terms of Service, the Services Agreement and the Privacy Policy, including the Company’s enforcement of those policies and agreements, are not intended to confer, and do not confer, any rights or remedies upon any person. These Terms of Service and all related documents are written and shall be interpreted in the English language. 

13.  PAA Research, LLC Privacy Policy – March 2016

PAA Research, LLC ("PAA Research" or "we" or "us") is committed to protecting and respecting your privacy. This Privacy Statement sets out our privacy policy and explains what we do with the personal information that we collect from you in regard to your subscription to one or more of our newsletter services.  These are variously known by the brand names “PAA Research” and “pleaseactaccordingly.com”.  In the future, additional newsletter products may be added, and other brand names may be used.  Collectively, we refer to all these business lines as “services.” Please read the following to understand our practices regarding personal information and how they affect you as you use our features and services. This statement discloses our current privacy practices; if we make material changes to these practices, we will post them. If you have any questions or concerns regarding this statement, you should contact us at paa@pleaseactaccordingly.com

This Privacy Statement addresses the following:

Personal Information:
PAA Research collects information about our Members and site users so that we can provide appropriate service. We ask Members to provide name, company affiliation, and email address when subscribing to one of our services. We also may ask for additional information at other times, such as when you request custom research, or a special consulting contract.  At that time, subject to laws and regulations governing the financial industry, we may require additional information for Know-Your-Customer and Anti Money Laundering purposes.

By subscribing to a PAA Research service, you enter into a contract for your sole personal use of our product.  If you e-mail one of our postings to a friend, for example, we will not be responsible for any breach or use of our private information that may arise from such action.

When you place an order for a service, we need to know the sort of information typically used for credit card transactions, such as your name, mailing and billing addresses (and shipping address, if different), telephone number, and credit card number and expiration date. Gathering this information allows us to process and fulfill your subscription order and notify you of your order status. We will also use your information to contact you regarding your subscription if necessary. We encrypt this information.

Use Of Your Personal Information:
PAA Research uses the personal information it collects from you for business purposes, including to service your account.   

IP Addresses and "Cookies":
Your Web browser or email application automatically provides your Internet Protocol address ("IP address") to other computers with which you communicate over the Internet, so that they know where to send you information.

We receive an IP address each time you view one of our Web pages, because the browser automatically reports it to us. We also may store the IP address when you register with PAA Research, post a message, or buy a report from us.

We may use IP addresses for:

Cookies may be used on our sites in the following ways:

Most browsers are set up to accept cookies, but you can configure yours to refuse cookies or notify you when you've received one. Note that, if you reject cookies on our sites, you may not be able to access all parts of the service you have subscribed to.

Disclosure of Your Personal Information:
PAA Research will not disclose any individually identifiable personal information about users, except as described in this Privacy Statement. We do not provide individually identifiable personal information to third parties for marketing purposes, but we may provide aggregate information to prospective clients and others for purposes of marketing PAA Research. We may also disclose aggregate information (for example, information showing that 50 of our subscribers downloaded a particular research posting last month) in describing our services to prospective partners, vendors, and other third parties, and for other lawful purposes.

As for individually identifiable information, we may disclose it under the following circumstances: 

Security Measures to Protect Your Information:
PAA Research is committed to protecting your personal information. We store information you provide us on our secure servers. 

Your subscription is password-protected. Only you have access to the password-protected areas. Do not share your password with anyone. PAA Research will never ask you for your password in an unsolicited phone call or email, and you should not respond to any such request, as it will not come from us. If you are using a computer to which others have access, always remember to log out and close your browser window when leaving our site.

If you subscribe to any of our products or services, we may send you information about other PAA Research products and services. Please note: If you subscribe to any of our services, or if you register for a custom service or contract, we may contact you to confirm your purchase or subscription, or to provide you with information about its terms or features.

Policy Regarding Children's Privacy:
Our sites are not directed at children under the age of 13. We operate our sites in compliance with the Children's Online Privacy Protection Act and will not knowingly collect or use personally identifiable information from anyone under 13.

Other Information About Your Privacy:
We do not maintain or sponsor a discussion board or chat room, or any other forum in which your screen name or other identifying information is visible to the public. Please remember that when you disclose personal information publicly, the information can be collected and used by others. 
This Privacy Statement applies to the operations of all of our subscription services. 

While we do our best to protect your personal information, PAA Research cannot ensure or warrant the security of any information you transmit to us, and you do so at your own risk. You are responsible for maintaining the secrecy of your password and other account information. 

We respect the privacy of our subscribers and want to make clear to everyone how we use personal information that the PAA Research website and service acquires during the course of its operations. 

Other Websites: 
The PAA Research website may contain links to other websites not controlled by PAA Research. Please be aware that PAA Research is not responsible for the privacy practices of these other websites. We encourage you to be aware of when you leave the PAA Research website and to read the privacy policies of other websites you visit.

How We Use Your Information
We use your information to provide the services offered by the PAA Research website and service; to respond to and process your requests for services and information; to notify you of updated or changed information, website features, promotional opportunities, or services that we offer. We will not send you notices, updates, newsletters, or advertising unless you have explicitly agreed (by “opting-in”) to accept such communications. We reserve the right to send you notices necessary for your account with PAA Research to be maintained.

We will never sell your sensitive personal information to any third party. We treat your sensitive personal information as confidential. We will only disclose your sensitive personal information to a third party if required to comply with applicable law. Unless the law prohibits us from doing so, we will make a good-faith effort to notify you in advance of any such disclosure.

Your PAA Research Password:
Your PAA Research password is unique to your PAA Research account and is designed to protect your account from unauthorized access and use. PAA Research will not be responsible for any lost, stolen, or otherwise disclosed passwords. Your password should be protected and should not be disclosed to anyone.
 

Changes to Policy:
PAA Research reserves the right to change this Privacy Policy at any time. In the event that we make a material change to our policy we will post a notice of the change on this page, and will notify you of the change when you log in to your PAA Research account.

Contact Us:
If you have questions about the PAA Research privacy policy, please contact us at paa@pleaseactaccordingly.com.