Terms of service

Revision Date 01/19/2012

These Terms of Service govern your access to the websites (the "SecondMarket Holdings Sites") of SecondMarket Holdings, Inc. and those of its subsidiaries and affiliates, including SecondMarket, Inc. (collectively, "SecondMarket", "We", "Our", or "Us"), and your use of any of the services provided through our websites. These Terms of Service and any additional terms and conditions to which you have agreed are hereafter referred to collectively as the Agreement. Please read these Terms of Service carefully.

Your use of a SecondMarket Holdings Site is governed by the then current version of the Terms of Service in effect on the date of use. SecondMarket Holdings may modify the Terms of Service at any time and without prior notice. By using and accessing any SecondMarket Holdings Site, you acknowledge and agree to review the most current version of this document prior to each such use. Your continued use of and access to any of the SecondMarket Holdings Sites constitutes your acknowledgement of, and agreement to, the then current Terms of Service. Please also note that the terms and conditions of this document are in addition to any other agreements between you and SecondMarket Holdings and/or its affiliates and agents, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on SecondMarket Holdings Sites.

SecondMarket Holdings reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the SecondMarket Holdings Sites and to suspend and/or deny access to any SecondMarket Holdings Sites for scheduled or unscheduled maintenance, upgrades, improvements or corrections. The information and materials on the SecondMarket Holdings Sites may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and SecondMarket Holdings does not undertake any obligation or responsibility to update or amend any such information. SecondMarket Holdings may discontinue or change any product or service described in or offered on SecondMarket Holdings Sites at any time. SecondMarket Holdings further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of SecondMarket Holdings Sites at any time and for any reason. You agree that SecondMarket Holdings and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Authorized User

Some of our services, and certain pages of the SecondMarket Holdings Sites, are available only to clients or subscribers who have been authorized by us to access those services and web pages. Such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening. Only clients or subscribers of SecondMarket with a valid User ID and password are authorized to access such services and web pages.

Unauthorized use of SecondMarket Holdings Sites and our systems, including, but not limited to, unauthorized entry into SecondMarket Holdings' systems, misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use any SecondMarket Holdings Site in any manner that could damage, disable, overburden, or impair any SecondMarket Holdings site or service or interfere with any other party's use and enjoyment of any SecondMarket Holdings Site or service. You may not attempt to gain unauthorized access to any SecondMarket Holdings Site or service, computer systems or networks connected to any SecondMarket Holdings Site or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to any SecondMarket Holdings Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. We reserve the right to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us by phone at 212.668.5920.

Disclaimer of Warranty and Limitation of Liability

The information, products and services on the SecondMarket Holdings Sites are provided on an "AS IS," "WHERE IS" and "WHERE AVAILABLE" basis. SecondMarket Holdings does not warrant the information or services provided on any SecondMarket Holdings Site or your use of any SecondMarket Holdings Site generally, either expressly or impliedly, for any particular purpose and expressly disclaims any implied warranties, including but not limited to, warranties of title, non-infringement, merchantability or fitness for a particular purpose. SecondMarket Holdings will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via this website. Although the information provided to you on this website is obtained or compiled from sources we believe to be reliable, SecondMarket Holdings cannot and does not guarantee the accuracy, validity, timeliness, or completeness of any information or data made available to you for any particular purpose. Neither SecondMarket Holdings, nor any of its affiliates, directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of any SecondMarket Holdings Site, or resulting from the act or omission of any other party involved in making any SecondMarket Holdings Site, the data contained therein or the products or services offered thereby available to you, or from any other cause relating to your access to, inability to access, or use of any SecondMarket Holdings Site or the materials contained thherein, whether or not the circumstances giving rise to such cause may have been within the control of SecondMarket Holdings or of any vendor providing software or services. In no event will SecondMarket Holdings or any such parties be liable to you, whether in contract or tort, for any direct, special, indirect, consequential or incidental damages or any other damages of any kind even if SecondMarket Holdings or any other such party has been advised of the possibility thereof. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect a user's equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. SecondMarket Holdings cannot and does not guarantee continuous, uninterrupted or secure access to any SecondMarket Holdings Site.

Proprietary Rights

All right, title and interest in this website and any content contained herein is the exclusive property of SecondMarket Holdings, except as otherwise stated. Unless otherwise specified, this website is for your personal and non-commercial use only and you may print, copy and download any information or portion of this website for your personal use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from this website, except for the purposes expressly provided herein, without SecondMarket Holdings' prior written approval. If you copy or download any information or software from a SecondMarket Holdings Site, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information.

SecondMarket, SecondMarket logo, SecondMarket Ecosystem and other SecondMarket trademarks and service marks referenced herein are trademarks and service marks of SecondMarket Holdings, Inc. The names of other companies and third-party products or services mentioned herein may be the trademarks or service marks of their respective owners. You are prohibited from using any marks for any purpose including, but not limited to use as metatags on other pages or sites on the World Wide Web without the written permission of SecondMarket Holdings or such third party, which may own the marks.

Pursuant to Section 512(c)(2) of the Copyright Act, SecondMarket Holdings designates the following agent to receive notifications of claimed infringement: General Counsel, SecondMarket Holdings, Inc., 26 Broadway, 12th Floor, New York, New York 10004; generalcounsel@secondmarket.com.

Use of Links

The SecondMarket Holdings Sites may contain links to third party websites. These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by SecondMarket Holdings of any information contained in any third party website. In no event shall SecondMarket Holdings be responsible for the information contained on that site or your use of or inability to use such site. You should also be aware that the terms and conditions of such site and the site's privacy policy may be different from those applicable to your use of the SecondMarket Holdings Sites.

Third Party Content

Certain portions of the SecondMarket Holdings Sites, including, without limitation, personal and representative profiles and information sheets on certain private companies or other issuers, may contain streaming feeds or other unedited or third party content. All postings, messages, text, images, links to third-party websites or other materials published on or otherwise made available through this section (the "Content") are the sole responsibility of the person(s) who originated such Content and SecondMarket may not monitor and does not control such Content, though SecondMarket reserves the right at all times (but will not have an obligation) to remove any Content. By using this Content, you agree to not rely on the Content and understand that you may be exposed to Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that SecondMarket makes no representations or warranties regarding the Content and is not responsible or liable in any manner for the Content or the conduct, whether online or offline, of any user. Your use of such Content may be subject to the terms of service or user agreement of such third-party Content provider.

User-Created Information

Users of the SecondMarket Holdings Sites may be permitted to post profile and other information on various portions of the SecondMarket Holdings Sites. Any material posted to any part of the SecondMarket Holdings Sites must:

  • Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
  • Not be inaccurate, harassing, libelous, abusive, obscene, discriminatory or otherwise objectionable;
  • Not promote or solicit the purchase or sale of any product, security or investment;
  • Not contain any software viruses, worms or other programs that may interfere with the functionality of the SecondMarket Holdings Sites or any of them or of any user of any of the SecondMarket Holdings Sites.

SecondMarket reserves the right to remove any posted information that, in SecondMarket's sole discretion, violates these Terms of Service, and to cancel or suspend any account or password SecondMarket reasonably believes is responsible for any such violations.

Securities Products

None of the information contained in the publicly available portions of the SecondMarket Holdings Sites constitutes a recommendation, solicitation or offer by SecondMarket Holdings or its affiliates to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the SecondMarket Holdings Sites has been prepared without reference to any particular user's investment requirements or financial situation. The information and services provided on the SecondMarket Holdings Sites are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or clearing organization or where SecondMarket is not authorized to provide such information or services. Some products and services described in the SecondMarket Holdings Sites may not be available in all jurisdictions or to all clients.

Choice of Law

The Agreement shall be governed by and construed and enforced in accordance with the laws of the state of New York, without regard to conflicts of laws provisions. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in the City of New York, New York. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. If for any reason any provision of this Agreement, or a portion thereof, shall be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement between us and you with respect to this site and it supersedes all prior or contemporaneous communications, agreements and understandings between SecondMarket Holdings and you with respect to the subject matter hereof. A printed version of this Agreement shall be admissible in judicial or administrative proceedings.