Effective: 15th March 2022.
These Terms of Use (“Terms”) apply to our website, www.bellwetheram.com, owned and operated by Bellwether Asset Management, Inc. (“Bellwether”), and any additional applications or other features we offer that link to these Terms (the “Site”). The Site is intended for our current and potential business clients. Please also review our Privacy Policy, which applies to your use of the Site.
Please read these terms carefully as they affect your legal rights and obligations. These Terms apply solely to your access to and use of the Site, and do not alter in any way the terms or conditions of any other agreement you may have with Bellwether for products or services.
When licensing our products and services, in addition to these Terms, a separate contract, guidelines document, payment terms or end user license agreement may apply to your use of that product or service (“Additional Terms”). To the extent there is a conflict between these Site Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
By using the Site, you agree that you have read, accept, and agree to these Terms, including those additional terms and policies referenced herein and/or available by hyperlink. Do not use the Site if you do not agree with the Terms.
1. Access to the Site. You are responsible for the accuracy of the information you provide and must notify us if information you have provided to us changes. Portions of our Site may also offer you the ability to access your account, such as through Mobile Features. You are responsible for maintaining the confidentiality of your account login names and passwords, and you must not permit use of your account by anyone else. You agree not to sell or otherwise transfer your account or any account rights. You accept responsibility for all activities that occur under your account. If you have reason to believe that someone is using your account without your permission, you agree to contact us immediately. We are not responsible for any loss or damage resulting from unauthorized use of your account.
You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Site. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Site, including, without limitation, those governing your transmission or use of any software or data.
You acknowledge that Bellwether, in its sole discretion, may cease to operate the Site or features within the Site. Bellwether reserves the right to deny you access in its sole discretion without notice. We shall not be liable to you or to any third-party for any suspension or discontinuance of the Site or your account.
2. Authorized Use of the Site and Site Content. You may use the Site, and any material included in or otherwise part of the Site (including past, present, and future versions, images and text, the domain name, source and object code, and the elements that make up its “look and feel”) (collectively, “Site Content”) are owned, controlled, or licensed by Bellwether, and are protected from unauthorized use, copying, and dissemination by copyright, trademark, patent, and other laws, rules, regulations, and treaties.
The Site Content may not be copied, reproduced, downloaded, or distributed in any way, in whole or in part, except with the express permission of Bellwether.
You may visit our Site without further permission from Bellwether and Bellwether grants you a limited, personal, non-exclusive, non-commercial, revocable, and non-transferable license to view and play the Site Content, including the following types of uses:
- Downloading Site Content that is made available for download.
- Using a link on the Site to share a link or Site Content as permitted by the sharing mechanism.
- Linking to a Site using a plain-text link from a site that you own or control.
You acknowledge that these authorized uses do not grant you any ownership or other rights in the Site or any Site Content.
3. Linking Policy
While Bellwether grants you the revocable permission to link to the Site, any link to the Site: (a) must not frame or create a browser or border environment around any of the content on the Site or otherwise mirror any part of the Site; (b) must not imply that Bellwether or the Site are endorsing or sponsoring any third party or its products or services, unless Bellwether has given the third party prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in Bellwether’s sole opinion, harm Bellwether’s or its products or services; (d) must not use any Bellwether’s trademarks without the prior written permission from Bellwether; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Bellwether’s sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Site, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, Bellwether reserves the right to prohibit linking to the Site for any reason in our sole and absolute discretion. We may revoke our authorization at any time.
4. Prohibited Use of the Site and Site Content. In addition to other prohibitions as set forth in the Terms, absent formal written permission by Bellwether (as set forth in Section 16, Permission), you may not:
- Use the Site or Site Content for any unlawful purpose or to solicit others to perform or participate in any unlawful acts.
- Use the Site or Site Content for any commercial purpose, such as marketing or advertising.
- Use the Site or Site Content surrounded by or on the same page as other content that presents false information about, disparages, tarnishes, or otherwise harms us or our products or services or may be construed as offensive, controversial, or otherwise objectionable.
- Imply that we or the Site are endorsing, sponsoring, or otherwise affiliated with any third-party or its products or services.
- Frame the Site or Site Content.
- Take any action that causes the Site or Site Content to stop working properly or that circumvents security of the Site or Site Content.
- Resell, copy, distribute, transfer, reverse engineer, disassemble, decompile, create derivative works of, or allow third-party access to the Site or any Site Content.
- Change or remove any author attribution, trademark, legend, or copyright notice or otherwise to infringe upon or violate our intellectual property rights or the intellectual property rights of others.
- Except as part of standard use of a search engine or browser, download, monitor, mine, copy, or otherwise reproduce, store, or distribute the Site or any Site Content.
- Violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances.
5. Third-Party Sites and Content. There may be links or functionality on the Site or in communications from us to third-party websites or online features. The Site may also include third-party content that we do not control, maintain, or endorse.
These Terms do not apply to any third-party sites or features, products, or services, including those to which the Site may link that we do not control. To the fullest extent permitted by law, neither Bellwether nor its service providers are responsible for the actions of any third-party. You acknowledge and agree that we make no representation or warranties about the completeness or accuracy of any third-party site and you use it at your own risk. If you choose to connect your information on a Site with a third-party site or feature, you consent to sharing that information and understand that your information may be publicly disclosed.
6. Content is for informational purposes. We are not responsible if information made available on the Site is not accurate, complete or current. The material on the Site is provided for general informational purposes only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. We reserve the right to modify the contents of the Site at any time, but we have no obligation to update any information on the Site.
8. Mobile Features. The Site may offer features that are available to you via your mobile phone or other mobile device. These features may include the ability to access data about your account with us (collectively, “Mobile Features”). We may serve you some or all of our Mobile Features through an application that is owned and operated by a third party developer. Message and data rates and other carrier fees may apply. Fees and charges that go through your carrier will appear on your mobile device bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Please contact your carrier with questions regarding these issues.
You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding Bellwether.
9. Disclaimer of Warranties; Waiver. To the fullest extent permitted by applicable law, the Site and materials on the Site is provided “as is”, “as available” and “with all faults.” To the fullest extent permitted by applicable law, Bellwether, and its parent companies, affiliated entities, vendors, service providers, licensors, and suppliers, and the directors, officers, employees, affiliates, agents, contractors, interns, and other authorized representatives of each of them (collectively, “Bellwether Parties”):
- Disclaim all representations, warranties, endorsements, or conditions of any kind whatsoever, express or implied in connection with the Site and Site Content and/or security associated with the transmission of information to Bellwether or via the Site, including (but not limited to) any implied warranty of merchantability, merchantable quality, fitness for a particular purpose, durability, title, custom, trade, quiet enjoyment, non-infringement, system integration, and freedom from computer virus.
- Do not represent or warrant that the Site (or Site Content) will be uninterrupted, timely, secure, or error-free or that the Site or its server is free of viruses or other harmful components; that defects will be corrected; or that the Site or the server that makes the Site available is free from harmful components, including, without limitation, viruses. You agree that from time to time we may disable the Site for indefinite periods of time or shut down the Site at any time, without notice to you
- Do not represent or warrant that the information (including any instructions) on the Site is accurate, complete, or reliable.
By accessing or using the Site you represent and warrant that your activities are lawful in every jurisdiction where you access or use the Site.
Unless required by law, and only to the extent required by law, we are not a party to, and do not monitor, any transaction between users and third-party providers of products or services.
10. Limitation of Liability; Waiver. To the maximum extent permitted by applicable law, you agree that under no circumstances shall the Bellwether Parties be liable to you or anyone else for any injury, loss, claim, or any direct, indirect, incidental, punitive, special or consequential damages of any kind, including without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based on contract, tort (including negligence), strict liability or otherwise, that result from: (a) the Site or Site Content; (b) the use of, or the inability to use, the Site or Site Content; (c) action taken in connection with an investigation by the Bellwether Parties or law enforcement authorities regarding your use of the Site; (d) action taken in connection with copyright or other intellectual property owners; (e) any errors or omissions in the Site’s technical operation; (f) any damage that results from events beyond our reasonable control, such as damages to any user’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of good will, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the Bellwether Parties have been advised of or should have known of the possibility of such damages. In no event will the total liability to you by the Bellwether Parties for any claims, damages, losses, and causes of action exceed the amount you paid us, if any, for accessing the applicable Site or, if you did not pay us, $10.00 USD. This limitation on damages is not intended to limit any obligation to pay prevailing party costs or fees as required by law or to limit or exclude liability for personal injury or property damage caused by the Bellwether Parties, or for the gross negligence, fraud, or intentional, willful, malicious, or reckless misconduct by the Bellwether Parties.
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, our liability shall be limited to the maximum extent permitted by law.
By accessing the Site, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and expressly waive, the benefits of section 1542 of the Civil Code of California, and any similar law of any state or territory which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
11. Indemnity. To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Bellwether Parties from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, settlements, and expenses, including (but not limited to) reasonable attorney’s fees, made by any third party, due to or, directly or indirectly, arising out of or directly or indirectly related to: (a) your breach of any of these Terms or anticipatory breach; (b) your content and materials, including (but not limited to) Unsolicited Submissions; (c) your use of the Site, Site Content, or Site features as permitted by us; (d) your violation of laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, including, without limitation, all administrative and legislative authorities or any agreement you have with a third-party; (e) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other rights of any person; (f) any misrepresentation made by you; or (g) the Bellwether Parties’ use of your information as permitted under these Terms, the Privacy Policy, or any other written agreement between you and Bellwether. The Bellwether Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Bellwether Parties.
12. Location of the Site and Territorial Restrictions
Bellwether controls and operates the Site from offices located in the United States. The information and content provided through the Site 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 law or regulation or which would subject Bellwether to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Site or any portion of the Site, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.
Software related to or made available by the Site may be subject to United States export controls. Thus, no software from the Site may be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods or that has been designated by the U.S. government as “terrorist supporting”; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
13. Governing Law. You agree that these Terms and your use of our Site is governed by the laws of the State of California, USA, without regard to its conflict of law principles. You agree that any action at law or in equity arising out of or relating to the disputes or any action arising out of or relating to disputes shall be filed only in the state and federal courts located in County of Los Angeles, California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of such disputes.
14. Miscellaneous. If any of the provisions of these Terms are found unlawful, void, or unenforceable by a court of competent jurisdiction, then that provision will be considered severable from these Terms and will not affect the validity and enforceability of the other provisions. These Terms and any policies or operating rules posted by us on the Site or in respect to the Site constitutes the entire agreement and understanding between you and us and govern your use of the Site, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). If Bellwether does not act after you or others breach these Terms, it does not waive Bellwether’s right to act in the future with respect to such breach or any subsequent breaches. No waiver by Bellwether of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Bellwether. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. Bellwether may assign its rights and duties under these Terms to any party at any time without any notice to you. Terms may not be assigned by you without Bellwether’s prior written consent. You agree that these Terms will not be construed against Bellwether because Bellwether has drafted them. If a court or other decision-maker should determine that any provisions of these Terms is overbroad, unfair or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. Provisions of these Terms that would logically survive termination will survive the termination of these Terms, including (but not limited to) Disclaimer of Warranties, Limitation of Liability
15. Termination. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we may terminate this agreement at any time without notice and you will remain liable for all amounts, if any, due up to and including the date of termination; and/or accordingly may deny you access to our Site (or any part thereof). We also reserve the right to investigate suspected violations of these Terms, including, without limitation, any violation arising out of any emails you send to the Site or us. Any violation of these Terms may be referred to law enforcement authorities.
16. Permissions. If an activity is not expressly authorized by these Terms, then you do not have permission to do it. To request permission to access or use the Site or Site Content in a way that is not expressly authorized, for example, to link to the Site with a link that is not a plain-text link or use Site Content on your website, send an email to Legal@bellwetheram.com. You understand that we may not grant you permission.
17. Special Terms for Apple iOS Users. Notwithstanding any other provision within these Terms, the following additional terms are applicable to those using any Bellwether application on an Apple iOS device: You understand that these Terms are between you and Bellwether only and not Apple, Inc. (“Apple”) and that Bellwether (or the third party develop that may own and operate the Mobile Features) are responsible for the Mobile Features and the content thereof, but that Apple and its subsidiaries are third-party beneficiaries of these Terms and have the right to enforce them against you. You understand that, should the Mobile Features fail to conform to any applicable warranty not disclaimed above, you may notify Apple and Apple will refund the purchase price (if any), but that Apple has no maintenance, support, or (to the maximum extent permitted by applicable law) other warranty obligations to you with regard to the Mobile Features. Apple is not responsible for any product liability claims or claims that the Mobile Features or your use thereof fails to conform to any applicable legal or regulatory requirement or infringes a third party’s intellectual property rights. If you have any questions or concerns regarding the Mobile Features, please contact Bellwether as described below.
18. Changes to Terms of Use. To the maximum extent allowed by applicable law, you agree that we may update, change, or replace these Terms at any time (“Updated Terms”) by posting the Updated Terms on the Site so that they are accessible via a link on the home page or otherwise and that if you use any of the Site (or do some other act that we reasonably specify) after we have posted the Updated Terms, you agree to them. The Updated Terms will take effect when posted unless a later date is specified and will apply to your use of the Site from that point forward. Therefore, you should periodically review these Terms before using the Site.
19. Contact information. If you have any questions about our Terms of Use, please contact us at Legal@bellwetheram.com.
