Last Updated on January 1, 2020.
The website Runzheimer.com, including any Runzheimer mobile application(s) as applicable (collectively, the “Site”) is brought to you by Runzheimer International LLC (“Runzheimer,” “we,” “us,” or “our”).
1.SECURITY OF YOUR USERNAME/PASSWORD. Access to certain areas of the Services (“User Restricted Areas”) is enabled only by username and password. You shall maintain your password in strict confidence. In no event shall you share your password with any third party or allow another person to access the User Restricted Areas using your password. You shall immediately notify us if you have any reason to believe that your username or password has been lost or compromised or misused in any way. You are fully and solely responsible for any and all use of the Services using your username and password. We reserve the right to revoke or deactivate your username and password if you violate the terms of this USER AGREEMENT.
2. CONTENT MADE AVAILABLE ON OR THROUGH THE SITE AND YOUR USE OF CONTENT.
A. Description of Content. The Site contains a wide variety of Content (defined below), whether (1) proprietary to Runzheimer, or (2) proprietary to third parties. “Content” includes, but is not limited to text, data, files, documents, software, scripts, layout, design, function and “look and feel,” graphics, images, audio, videos, audiovisual combinations, interactive features and any other materials that you may view, access or download (but only as expressly permitted in Section 2.C below) through the Site.
B. Proprietary Rights. You acknowledge and agree that all Content, whether publicly posted or privately transmitted, as well as all derivative works thereof, are owned by Runzheimer or other parties that have licensed their material to Runzheimer, and are protected by copyright, trademark, and other intellectual property laws. Except as specifically permitted herein, Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior written consent of Runzheimer or written consent of such third-party that owns the Content. All rights not expressly granted herein by Runzheimer and/or its licensors to you are reserved by Runzheimer and/or its licensors.
C. Restrictions on Your Use of Content. You may access and use Content solely for your information and personal, non-commercial use, as intended through the provided functionality of the Services and permitted under this User Agreement. Any modification of the Content, use of the Content on any web site or networked computer environment, or use of the Content for any purpose other than personal, non-commercial use, without the prior consent of Runzheimer or its licensors, as applicable, is a violation of the copyright, trademark, and other proprietary rights in the Content and is expressly prohibited. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services that prevent or restrict the use or copying of any Content and not to alter, remove, or falsify any attributions or other proprietary designations of origin or source of any Content appearing on the Site. You shall not download any Content unless you see a “download” or similar link displayed by us on the Site for such Content. We do not have an obligation to detect the presence of Harmful Code (as defined in Section 4 below). If you download any Content from the Site, you do so at your own risk.
D. Disclaimer. Content is provided to You AS IS. You understand that we do not guarantee the accuracy, safety, integrity or quality of Content and you hereby agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the Content, integrity, and accuracy of such Content. Nothing on the Site should be deemed to constitute a recommendation to purchase, sell or hold, OR OTHERWISE TO CONSTITUTE ADVICE REGARDING, any registered or unregistered security. YOU ACKNOWLEDGE AND AGREE THAT RUNZHEIMER DOES NOT ENGAGE IN THE BUSINESS OF EFFECTING SECURITIES TRANSACTIONS or PROVIDING INVESTMENT ADVICE AND IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATOR as a broker-dealer or investment adviser.
3. NON-DISCLOSURE AND CONFIDENTIALITY. In using the Services, you will have access to confidential information of Runzheimer, its clients, borrows, originations, brokers, its licensors and suppliers that may include, but is not limited to the names, business and financial information, business plans, operating agreements, investment memorandums, and customer names of Runzheimer’s clients (collectively, “Confidential Information”). You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use the Confidential Information only for the purpose for which such Confidential Information was made available to you as a part of the Services (the “Permitted Purpose”) and for no other purpose whatsoever; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) not to access the Services or any Confidential Information for any other individual (except to the extent fully disclosed by you to Runzheimer) or any unauthorized third party; (iv) not to disclose Confidential Information to any third-party except to your attorneys and financial advisors who need to know such information to assist you to carry out the Permitted Purpose (the “Representatives”) and which Representatives are bound by a written confidentiality agreement containing disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein; (v) to restrict physical and system access to the equipment which contains Confidential Information or which gives access to the Confidential Information (such as by diligently locking and monitoring office premises and requiring password verification to gain access to desktop computers and mobile devices); and (vi) to use Confidential Information in compliance with all applicable laws. You shall immediately notify and cooperate fully with Runzheimer in the event you discover or suspect any unauthorized use of or access to the Services and/or Confidential Information. You hereby agree that you shall be responsible hereunder for any breach or threatened breach by the Representatives of the obligations set forth in this Section 3 as if such breach or threatened breach was committed by you. You acknowledge and further agree that all obligations relating to Confidential Information under this User Agreement will continue after termination of this User Agreement and termination of access rights hereunder.
4. YOUR USE OF THE SERVICES. You agree not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose, including without limitation any violation of the antifraud or registration provisions of the securities laws of the U.S. or any state therefore. You shall not post or transmit via the Services (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the Services in any manner, including, but through the use of methods such as denial of service attacks, flooding or spamming and you will not transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, keyloggers, spyware, worms, Trojan horses, time bombs or other malicious or harmful code (collectively, “Harmful Code”). You shall not use the Services in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the Services.
5. TRADEMARKS/SERVICE MARKS, LOGOS, SLOGANS AND TAGLINES. All trademarks, service marks, logos, slogans and taglines displayed on or through the Services are the property of Runzheimer or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Services or the Site without the express written permission of Runzheimer, or such third-party that may own the trademark, service mark, logo, slogan or tagline.
7. VISITOR/USER SUGGESTIONS. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by you to Runzheimer (collectively, “Feedback”) are not confidential and you hereby grant to Runzheimer a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.
8. LINKS TO OTHER SITES. Our Site may contain links to other websites. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies or statements of the other websites you visit. Please be aware that the terms of our Privacy Notice do not apply to these third party websites.
9. YOUR ABILITY TO ACCEPT THIS USER AGREEMENT. You affirm that you are more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this User Agreement, and to abide by and comply with this User Agreement.
10.THE SERVICES ARE NOT INTENDED AS FINANCIAL OR INVESTMENT ADVICE. BY PROVIDING THE SERVICES, RUNZHEIMER DOES NOT INTEND TO PROVIDE FINANCIAL, INVESTMENT, LEGAL OR TAX ADVICE AND/OR ANY OTHER ADVICE OF ANY KIND. YOUR USE OF THE SERVICES AND ANY DECISIONS YOU MAKE TO LEND OR INVEST MONEY RELATING TO OPPORTUNITIES ADDRESSED IN THE CONTENT ARE AT YOUR SOLE RISK. LENDING MONEY AND INVESTING IN SECURITIES CAN EXPOSE YOU RISK OF LOSS UP TO THE AMOUNT LENT OR INVESTED.
11.CONTENT NOT TO BE CONSTRUED AS SOLICITATION OR RECOMMENDATION. RUNZHEIMER DOES NOT HAVE INVESTMENT BANKING RELATIONSHIPS, CONDUCT MARKET MAKING ACTIVITIES, ENGAGE IN PROPRIETARY TRADING, OR HAVE ANY OWNERSHIP OF ANY SECURITIES ISSUED BY A PUBLICLY TRADED COMPANY THAT IS THE SUBJECT OF THE SERVICES. RUNZHEIMER’S OFFICERS, ASSOCIATED PERSONS, OR MEMBERS OF THEIR FAMILIES, MAY AT ANY TIME BE LONG OR SHORT, PURCHASE OR SELL, OR OWN OPTIONS, RIGHTS OR WARRANTS IN ANY SECURITIES OF THE PUBLICLY TRADED COMPANIES DISCUSSED IN ANY CONTENT, AND MAY MAKE PURCHASES OR SALES OF THESE SECURITIES. RUNZHEIMER HAS NO ASSETS UNDER MANAGEMENT AND IS NOT REGISTERED AS AN INVESTMENT ADVISER OR BROKER-DEALER WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATOR.CONTENT IS MEANT FOR INFORMATIONAL PURPOSES ONLY. NEITHER THE CONTENT NOR ANY OPINIONS EXPRESSED THEREIN ARE A SOLICITATION TO PURCHASE OR SELL ANY SECURITIES OR FOR ANY OTHER INVESTMENT-RELATED SERVICES. YOU SHOULD CONSULT YOUR PORTFOLIO MANAGERS, ANALYSTS, INVESTMENT ADVISERS, FINANCIAL ADVISORS, ACCOUNTANTS, ATTORNEYS, OR INVESTMENT COMMITTEES, AS APPLICABLE, RESPONSIBLE FOR MANAGEMENT OF APPLICABLE ASSETS BEFORE ACTING ON INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES. CONTENT CONTAINS FORWARD LOOKING PREDICTIONS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED OR PROJECTED. PRICES ARE SUBJECT TO CHANGE AT ANY TIME. RUNZHEIMER PROVIDES CONTENT TO YOU IN AN EFFORT TO PROVIDE COMPREHENSIVE INFORMATION OF A RANGE OF POSSIBLE INVESTMENT OPPORTUNITIES. SECURITIES DISCUSSED IN THE CONTENT ARE NOT SUITABLE FOR ALL INVESTORS DUE TO DIFFERENT NEEDS, OBJECTIVES, AND FINANCIAL RESOURCES. THE SECURITIES MENTIONED MAY NOT BE REGISTERED IN EVERY STATE. YOU SHOULD CONSIDER THESE FACTORS WHEN MAKING AN INVESTMENT DECISION. ANY QUESTIONS REGARDING THE CONTENT MUST BE ADDRESSED TO RUNZHEIMER USING THE CONTACT INFORMATION SET FORTH IN OUR PRIVACY NOTICE. INFORMATION OBTAINED FROM INDEPENDENT SOURCES OTHER THAN RUNZHEIMER (INCLUDING WITHOUT LIMITATION NEWSPAPERS, MAGAZINES, AND THE INTERNET) IS FURNISHED FOR INFORMATIONAL PURPOSES ONLY; RUNZHEIMER HAS NOT PREPARED SUCH SOURCES OR APPROVED THEIR CONTENTS. THE INFORMATION CONTAINED IN THE CONTENT WAS OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE; HOWEVER, RUNZHEIMER DOES NOT GUARANTEE ITS ACCURACY OR COMPLETENESS. RUNZHEIMER DOES NOT RENDER TAX OR LEGAL ADVICE. AS SUCH, NO ONE SHOULD ACT UPON ANY TAX OR LEGAL INFORMATION CONTAINED IN THE CONTENT WITHOUT CONSULTING A TAX PROFESSIONAL OR ATTORNEY.
YOU ACKNOWLEDGE AND AGREE THAT (1) RUNZHEIMER AND THE INDIVIDUALS AND ENTITIES THAT INDIRECTLY OR DIRECTLY OWN AND/OR CONTROL RUNZHEIMER, OR ARE UNDER COMMON OWNERSHIP AND/OR CONTROL WITH RUNZHEIMER, MAY AND TYPICALLY WILL OWN AND/OR CONTROL THE LENDERS AND/OR SPECIAL PURPOSE VEHICLES THAT BORROW IN LOANS OR ISSUE SECURITIES DESCRIBED IN THE CONTENT (2) THE OWNERSHIP AND CONTROL RELATIONSHIPS DESCRIBED IN CLAUSE (1) OF THIS SENTENCE MAY CREATE CONFLICTS BETWEEN YOUR INTERESTS AND THOSE OF RUNZHEIMER AND/OR THE PARTIES THAT OWN, CONTROL OR ARE UNDER COMMON CONTROL WITH. YOU AGREE TO REVIEW AND ANALYZE ALL OPPORTUNITIES TO INVEST OR LEND RELATED TO RUNZHEIMER, INCLUDING WITHOUT LIMITATION BY CONSULTING PROFESSIONALS AND EXPERTS AS DESCRIBED IN THE PRECEDING PARAGRAPH, BEFORE AGREEING TO LEND OR INVEST. YOU AGREE AND ACKNOWLEDGE THAT ANY RESULTING TRANSACTION CREATES AN ARM’S LENGTH RELATIONSHIP BETWEEN RUNZHEIMER AND YOU AND DOES NOT CREATE ANY FIDUCIARY OR AGENCY RELATIONSHIP OR OBLIGATION ON THE PART OF RUNZHEIMER OR ANY INDIVIDUAL OR ENTITY AFFILIATED WITH RUNZHEIMER THROUGH OWNERSHIP OR CONTROL.
12. DISCLAIMER OF WARRANTY. ACCESS TO THE SITE AND SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RUNZHEIMER DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, RUNZHEIMER DOES NOT WARRANT THAT ACCESS TO THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES RUNZHEIMER MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SITE AND SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR IMPROPER DISCLOSURE OF INFORMATION CAUSED BY YOU OR ANY PERSON USING YOUR LOGIN CREDENTIALS. RUNZHEIMER CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE SITE OR SERVICES.
13.LIMITATION OF LIABILITY. RUNZHEIMER IS NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF RUNZHEIMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE RUNZHEIMER AND HOLD IT AND ITS LICENSORS AND SUPPLIERS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR SERVICES. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
14.EXCLUSIVE REMEDY. WITHOUT LIMITING THE LIMITATION OF LIABILITY IN SECTION 13 ABOVE, IN THE EVENT OF ANY PROBLEM WITH THE SERVICES, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICES. UNDER NO CIRCUMSTANCES SHALL RUNZHEIMER, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN THE SERVICES, ANY INFRINGEMENT BY THE SERVICES OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
15.INDEMNIFICATION. Without limiting the generality or effect of other provisions of this User Agreement, as a condition of use, you agree to indemnify, hold harmless, and defend Runzheimer and its parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees, lenders, licensors and suppliers and their parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use of the Services or the Site; (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any obligations set forth in this User Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party.
16.MISCELLANEOUS. This User Agreement shall be governed by the laws of the State of Delaware without regard to it rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. This User Agreement constitutes the sole agreement between you and Runzheimer for your use and the provision of the Services and the Site and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this User Agreement shall bind either you or Runzheimer. Any of the terms of this User Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this User Agreement or affecting the validity or enforceability of the User Agreement as a whole. Failure to insist on performance of any of the terms of the User Agreement will not operate as a waiver of any subsequent default. No waiver by Runzheimer of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This User Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. A printed version of this User Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.