TERMS AND CONDITIONS OF USE

General

CapitalStructure Limited (“CapitalStructure”) publishes financial commentary, information, data and other news and views online via the website www.capital-structure.com (the “Website”).

These Terms and Conditions of Use and Privacy Policy together govern your use of this website (the “Terms”). You (“You” or “User”) must read and accept the Terms before you will be allowed to register as a user of the Website. If you do not register as a user you will not be able to access the Websites.

CapitalStructure reserves the right to change the Terms at any time. Any revisions will be posted to this website.

Use of Services

This User Agreement provides each individual user with a personal, revocable, non-exclusive, non-transferable licence to use the Website subject to continued compliance with the Terms and Conditions of this User Agreement.
Users may, on an occasional and irregular basis, print and/or download materials on the Website solely for your personal use, provided that they do not obscure, alter, remove or delete any copyright or other proprietary notices contained in such materials. With the exception of the foregoing and except as otherwise expressly permitted herein, users may not copy, reproduce, transmit, publish, distribute, broadcast, modify, create derivatives of, license, transfer, sell, mirror, frame, “deep link”, “scrape”, or data mine any material obtained from or through the Website.
Users may not post any content from the Website to forums, newsgroups, list servers, mailing lists, electronic bulletin boards, or other websites, without the prior written consent of CapitalStructure.
Users warrant that they will not use the CapitalStructure Website for any purpose that is unlawful or prohibited by this User Agreement, including but not limited to attempting to or actually:
1. damaging, disabling, disrupting, impairing, overburdening or interfering with the Website use or accessing the Website in a manner that could damage, disable, disrupt, impair, overburden or interfere with any CapitalStructure server or the networks connected to any CapitalStructure server;
2. attempting to gain unauthorized access to the Website, accounts, computer systems, or networks connected to any CapitalStructure server through hacking, password mining, or any other means;
3. systematically extracting data contained in the Website to populate databases for internal or external business use;
4. collecting information about other users of the Website, including passwords, accounts or other information;
5. interfering with any third party’s use and enjoyment of the Website.
The Client agrees to take all necessary steps to ensure that its libraries, business information services (or equivalent), press office, corporate communications service (or equivalent) or any other person responsible for distributing media or investment material within its organisation and who may obtain access to the Website, is fully aware that under no circumstances may CapitalStructure content be systematically distributed within or outside the organisation or be put into physical or electronic archive storage. If the Client wishes to use the content in such a way, it must obtain permission from CapitalStructure. The Client agrees that the Website and published content are for use solely by registered users within its organisation and that access will not be granted or information disseminated to anyone within its organisation who is not a registered user of CapitalStructure.
The Client acknowledges that each email alert issued by CapitalStructure is Copyright © 2015 CapitalStructure Limited and understands that it is ‘watermarked’ with a unique identifier that can be used to pinpoint the original registered user to whom the alert was sent. Any registered user found to be forwarding CapitalStructure material to non-licensed recipients without the prior consent of CapitalStructure will have their individual access rescinded and the Client will not be entitled to a refund in full or part of subscription monies paid.
The Client will not use CapitalStructure content in a manner that would compete with or damage the goodwill associated with CapitalStructure.
The Client will not use CapitalStructure content in a manner that suggests an association with any of its services, brands, or products (unless otherwise previously authorised to do so in writing by CapitalStructure).
The Client will not reverse engineer, decompile, modify, or create derivative works from any software accessible by or on the Website unless specifically authorized by the owner of the software.
Each user of the Website registered by the Client requires a username and password. As part of the registration process, each registered user must select a user name and password and provide CapitalStructure with accurate, complete and up-to-date contact information.
The Client must agree to notify CapitalStructure immediately if it becomes aware of any loss, theft, or unauthorised use of the user name and password of any of its registered users. CapitalStructure reserves the right to delete or change either or both of the username or password of any registered user at any time and for any reason.
The Client acknowledges that CapitalStructure monitors usage of the Website by any or all of username, password and Internet Protocol (IP) address in order to maintain Website security and prevent unauthorised use. CapitalStructure will investigate any abnormal or unusual patterns of usage identified by such monitoring and may entirely at its discretion, suspend the access of any registered user it suspects of compromising Website security pending the outcome of that investigation. The Client agrees that in the event such an investigation shows evidence that a registered user has shared his/her username and password details with one or more non-licensed users either within the Client’s organisation or outside it, that registered user’s access to the Website will be permanently rescinded and the Client will not be entitled to a refund in full or part of subscription monies paid.
The Client will notify CapitalStructure of the IP address(es) from which registered users will access the Website and CapitalStructure will authorise access by registered users to the Website from the nominated IP address(es). Any attempt to access the Website by a registered user from an unauthorised IP address without the prior consent of CapitalStructure may lead to the suspension of that user’s access.
Actual or attempted unauthorized use of the Website may result in criminal and/or civil prosecution. CapitalStructure reserves the right to view, monitor, and record activity on the Website without notice or further permission from users, to the fullest extent permitted by applicable law. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on the Website. CapitalStructure will comply with all court orders involving requests for such information.
Each registered user is granted access to the Website on an individual basis. The granting of a subscription and user name and password to an individual within a firm does not imply that further subscriptions and user names will be made available to other individuals within the same firm. CapitalStructure retains the absolute right to decline a subscription to any individual within an organisation where subscriptions are already in place or are in the process of being put in place.
CapitalStructure shall at any time during business hours have the right to enter the client’s business premises (as detailed in the attached Schedule) for the purposes of inspecting the service provided pursuant to this User Agreement and observe its use, to determine whether it is being used in accordance with the terms and conditions set forth herein.

Warranty, liability and indemnity

All material contained on the Website, unless otherwise indicated, is protected by law including, but not limited to, United Kingdom copyright, trade secret, and trademark law, as well as other national, and international laws and regulations. The Website, content, layout and design are the exclusive property of CapitalStructure and, except as expressly provided herein, CapitalStructure does not grant any express or implied right in any such materials to the Client. The contents of the Website are Copyright © 2015 CapitalStructure Limited. All rights reserved. In particular and without limitation, CapitalStructure owns copyright in the website as collective works and/or compilations, any and all databases accessible on the website, and in the selection, coordination, arrangement, and enhancement of the content of the website. Third party product and company names mentioned therein are the trademarks of their respective owners.
Use of the Internet is solely at the user’s own risk and subject to all applicable local, national, and international laws and regulations. While CapitalStructure has made every effort to create a secure and reliable Website, the confidentiality of any communication or material transmitted to/from the Website over the Internet cannot be guaranteed. CapitalStructure is not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Website, or for the consequences of any reliance on such information. Further, CapitalStructure shall have no liability for interruptions or omissions in Internet, network or hosting services. The Client assumes the sole and complete risk of using the Website.
CapitalStructure may provide links to other websites on the World Wide Web for the purpose of locating related information and services. These websites are maintained by third parties over which CapitalStructure exercises no control. Accordingly, CapitalStructure disclaims any responsibility for the content, accuracy of information, quality of products or services provided by or advertised on and/or software downloaded from third party websites. Moreover, these links do not imply an endorsement of any third party or any website or the products or services provided by any third party.
The Client expressly absolves and releases CapitalStructure from any claim or harm resulting from a cause beyond its control, including, but not limited to unauthorized access, theft, operator errors, computer viruses, the failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems, severe weather, earthquakes, or natural disasters, strikes or other labour problems, wars, terrorism or governmental restrictions.
CapitalStructure obtains the information it publishes from sources believed by it to be reliable and accurate, but the Client accepts and acknowledges that the Website, and the information or materials contained herein are provided on an ''as is'', ''as available'', and ''with all faults'' basis. CapitalStructure does not make any representations or warranties of any kind either express or implied, that the information on the Website or the materials made available through the Website, is accurate, complete, correct, adequate, useful, timely, reliable or otherwise.
Material published by CapitalStructure is intended for general information only and must not be construed as advice (including under relevant investment regulation applicable to the User, for example, in the UK, as defined by the Financial Services and Markets Act 2000). CapitalStructure hereby disclaims all duties or warranties pertaining to fitness for a particular purpose and its Website content is not intended to be relied upon by users in relation to any investment decisions whatsoever. Appropriate independent advice should be sought before taking any such decision.
CapitalStructure disclaims all warranties, express or implied, including, but not limited to, merchantability, satisfactory quality and fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus or any other contaminating or destructive agent. CapitalStructure does not represent or warrant that the functions contained in the Website or materials made available through it will be error-free or uninterrupted, that defects will be corrected, or that the Website or the server that makes the Website available are free from any harmful components including viruses.
The Client acknowledges that access and use of the Website is at its sole risk. In the event of a typographical error relating to price or quantity of an item featured or described on the Website, CapitalStructure reserve the right to refuse to fill any order(s) that rely on such typographical error. All prices and services listed on the Website are subject to availability and limited quantities. Changes are periodically added to the information therein. CapitalStructure may make improvements and/or changes in the Website at any time, without prior notice.

UNDER NO CIRCUMSTANCES WILL CAPITALSTRUCTURE BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, REIMBURSEMENT, COMPENSATION OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, COST OF CAPITAL, AND THE CLAIMS OF ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF CAPITALSTRUCTURE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

TO THE EXTENT PERMITTED BY LAW, CAPITALSTRUCTURE DISCLAIMS LIABILITY FOR ANY DIRECT DAMAGES BASED ON THE CLIENT’S USE OF THE WEBSITE AND ITS CONTENT. IN ANY EVENT, THE AGGREGATE LIABILITY OF CAPITALSTRUCTURE FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE AND ITS CONTENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT FOR SERVICES PROVIDED VIA THE WEBSITE PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

The Client agrees to indemnify and hold harmless CapitalStructure, its suppliers, all of their affiliates, and all of their respective directors, officers, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable legal and professional fees and court costs) arising out of any third party claims based on or related to the use of the Website or any breach by the User of this Agreement.
CapitalStructure welcomes feedback and suggestions from users regarding how to improve the Website. However, any ideas, suggestions, information, know-how, material, or any other content (collectively, “Submissions”) received will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for CapitalStructure to adopt, reproduce, publish, transmit, disseminate, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such Submissions without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Submissions. The Client and its registered users hereby waive any claim to the contrary.
Failure to insist on strict performance of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by CapitalStructure of any right under this Agreement will be deemed to be a waiver of any other right or provision or a waiver of that same right or provision at any other time.
No joint venture, partnership, employment, or agency relationship exists between the Client and CapitalStructure as a result of this Agreement or the client’s use of the Website. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

Choice of Law

The Client and CapitalStructure agree that this User Agreement, including (without limitation) any disputes relating to the content of any of the Websites, whether sounding in contract, tort, statute or otherwise, is governed by the substantive laws of England and Wales.
Any dispute, controversy or claim arising out of or relating to this Agreement, including any disputes relating to the content of the Website, whether sounding in contract, tort, statute or otherwise, shall be finally resolved by arbitration under the Arbitration Act. The place of the arbitration shall be London, England. The decision of the arbitrator shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of legal costs to the prevailing party) shall be paid as the arbitrator determines. The decision of the arbitrator may be entered by any court of competent jurisdiction. The Client agrees to submit to the jurisdiction of the court for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award.
Notwithstanding the foregoing, nothing in this clause shall limit the rights of CapitalStructure (or its affiliates, heirs and successors) to bring proceedings in any other court of competent jurisdiction if such proceedings are required to preserve CapitalStructure’s rights. Further CapitalStructure may seek preliminary injunctive relief from a court of law in the event of a breach by the Client.

This User Agreement will take effect at the time you click “I AGREE” (indicating acceptance of these terms and conditions). CapitalStructure reserves the right at any time and for any reason to deny you access to the Website or any section of the Website, and to terminate this User Agreement. Termination will be effective without notice. CapitalStructure reserves the right to change the terms and conditions of this User Agreement upon notice, which may be given by posting a change on the Website or by e-mail. If a change is notified by a posting on the Website, it shall be deemed to take effect when posted; if a change is notified by e-mail, it shall be deemed to take effect when the e-mail is sent. Your continued use of the Website following notice of such modifications will be deemed acceptance of the change(s). You agree that notice of changes by a posting on the Website or delivered by email constitutes reasonable and sufficient notice.

Contact

If you have any questions about these Terms & Conditions of Use, please write:

by email to enquiries@capital-structure.com; or

by post to CapitalStructure Limited, Dukes House, 32-38 Dukes Place, London, EC3A 7LP; or

by post to CapitalStructure USA, 205 East 42 Street, New York, NY 10017