Date Last Revised: June 25, 2019
License and Use of the Site
The contents of our Site, including its “look and feel” (e.g., text, graphics, images, logos, and button icons), editorial content, notices, software (including HTML or XML-based computer programs) and other material, are protected under both United States and other countries’ copyright, trademark and other laws. These contents belong or are licensed to Earnest. We hereby grant you the right to view and use our Site subject to these Terms, however your use of the Site does not grant to you ownership or title of, in, or to any Site Content or any other part of the Site. Provided that you comply with these Terms, you may access, view, use and display the Site and Site Content on your computer or other internet-capable device for your own purposes, and may download or print a copy of information provided in the Site for internal use or distribution only. You may not copy, reprint, or reproduce to third parties any portion of the Site or Site Content without our prior written consent.
You agree not to: (a) take any action that imposes an unreasonable load on this Site’s infrastructure; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up this Site; (d) delete or alter any material posted on this Site by Earnest or any other person or entity; (e) impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious; (f) obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through this Site through any means, including through means not intentionally made publicly available or provided for through this Site; (g) use this Site or the content of this Site, including but not limited to the text and images herein and their arrangement, to violate, plagiarize or in any other manner infringe upon the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right; (h) upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind; (i) disclose any sensitive, proprietary or confidential information, about yourself or anyone else, (j) attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with this Site; or (k) use this Site or its services (or any Site Content (as defined below)), in whole or in part, or submit any information to this Site, in violation of any applicable law, rule or regulation.
Links To Our Site
We welcome links to our Site from other websites; however, we in no way operate, control or endorse linking sites, and we reserve the right to disallow any such link at any time in our sole discretion. Should you wish to link to our Site, you must link to our home page, www.earnestresearch.com and not to any other page on our site. This provision does not authorize the use of our logo, trademarks or other images or intellectual property on the linking site. We make no warranty or representation regarding any material or information in websites linked to or from this Site, nor do we endorse or accept any responsibility for the information, material, products or services offered on such websites.
Due to the global nature of the Internet, this Site may be accessed by users in countries other than the United States. We make no warranties that materials on this website are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use this Site, then you should not do so. Those who choose to access this Site outside the United States do so on their own initiative and are responsible for compliance with all local laws and regulations.
The communications between you and Earnest use electronic means, whether you visit the Site or communicate with Earnest via e-mail. For contractual purposes, you (i) consent to receive communications from Earnest in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Earnest provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
THIS SITE AND THE INFORMATION IT CONTAINS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE MAKE NO GUARANTEE THAT THE INFORMATION ON THIS SITE IS UP-TO-DATE, ACCURATE OR COMPLETE, AND YOU SHOULD NOT RELY ON IT FOR ANY DECISION OR TO TAKE ANY ACTION. WE EXPRESSLY DISCLAIM ANY WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR SOLE RISK. NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE OR MAKE ANY WARRANTY AS TO THE ACCURACY, CURRENCY OR COMPLETENESS OF THE INFORMATION ON OUR SITE.
Earnest makes available certain descriptions of its services on the Site. At this time, those services are not available through the Site, and the particulars of the services as they actually may be delivered may vary from those descriptions. This paragraph is in addition to and not instead of the disclaimers set forth in the paragraph above (“Disclaimer”).
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO: (1) THE USE OR INABILITY TO USE THE SITE; (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (3) ANY OTHER MATTER RELATED TO THE SITE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PROTECTED ENTITY HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THIS SITE, OR ANY MATERIALS OR SERVICES ON THIS SITE, OR WITH ANY OF THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
You assume all responsibility for your use of, or access to, this Site, including your access to any Earnest literature obtained through the Site, and waive all claims or causes of action against Earnest, its officers, directors, employees, agents and affiliates in connection therewith.
You agree to indemnify, defend and hold harmless Earnest, its officers, directors, employees, agents and affiliates from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of or relating to any violation of these Terms or any activity related to use of the Site (including but not limited to infringement of third parties’ worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing the Site on your behalf.
You hereby release and forever discharge Earnest (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Governing Law and Forum
These Terms are to be construed in accordance with the laws of the State of New York, without regard for the conflict- or choice-of-law principles thereof. By using the Site, you agree to submit any and all disputes arising out of or relating to these Terms to the exclusive jurisdiction of the state or federal courts located in the Borough of Manhattan, New York City, New York.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in that provision and the other provisions of these Terms remain in full force and effect. The Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
If you have any questions or concerns about these Terms, please contact us at [email protected]. We will do our best to address your questions and concerns.