Sharegate

Sharegate, Inc. Terms of Use

Table of Contents

Introduction
Access and Registration
Member Eligibility and Verification
Privacy Policy
Third Party Provided Information
Individual Investor Data Aggregation
Information and Actions by Users
No Financial or Investment Advice
Intellectual Property
Conduct and Posting rules
User Disputes
Fine and Fee Policy
Reputation Scoring and Communication Performance Ratings
User Solicitation and Advertising
Communication
Hardware and Software Requirements
Limitation of Liability and Warranty
Declaration of Acceptance

1. Introduction

The Sharegate Terms of Use constitute the entire and only agreement between you and the Sharegate Corporation (Sharegate, Inc.). This agreement describes the terms and conditions under which the services of this website and software are provided to member users and other third parties (collectively, the “Terms of Use”).

By accessing and using the Sharegate website and utilizing any service or information provided by Sharegate.com including, but not limited to, viewing content, communicating with members, providing information to any forum (the Sharegate, Inc. website and all included services are referred to as the “Services”), you agree to be bound by the Terms of Use, the Sharegate, Inc. PRIVACY POLICY and, where applicable, the terms of Third Party content providers, all of which are incorporated herein as part of the Terms of Use. All uses of the words “Sharegate,” “Sharegate, Inc.,” “Sharegate Network,” “Sharegate Corporation,” “us,” “we,” “our,” “the Company,” or “The Corporation,” are references to the Sharegate Corporation. All references to “Sharegate Network” or "Sharegate.com" are references to this website, which is provided and administered by the Sharegate Corporation.

Prior to membership and participation on the Sharegate Network, either as a guest (unregistered viewer) or as a registered user (which user, unless otherwise indicated, shall be referred to as the “member,” “user,” or “you”), you must read these Terms of Use and you must agree, without modification, to these Terms of Use. At any time, we may, at our sole discretion, modify these terms by updating the terms of use at www.sharegate.com. You are bound by the most recent and posted Terms of Use. It is the member’s sole responsibility to regularly review the Terms of Use and any other policies incorporated by reference to the Terms of Use. Ongoing use of the Services constitutes your agreement to all such terms, conditions, and notices. If you do not wish to be bound by these Terms of Use, do not register with Sharegate, Inc. or use our provided Services.

Sharegate's services have been established for U.S. users. The services and tools available made available by Sharegate, Inc. may not be appropriate, suitable, or compliant with laws of other countries’ jurisdictions.

Certain provisions in these Terms of Use could be found to be invalid or unenforceable however; the remaining provisions will continue in full force and effect.

The Sharegate, Inc. Terms of Use are governed by the laws of the United States of America and the State of Texas. You agree that the exclusive venue for any claim arising under these Terms of Use will be either the United States District Court for the Southern District of Texas, or a court of the State of Texas located in Travis County.

2. Access and Registration

Visitors to the Sharegate website will have viewing access only to the public areas of Sharegate, and will not be permitted access to participate in or post comments to any discussion board or use Sharegate’s proprietary processes (Share Ask, Share Action, Share Pitch, Share Vote) unless and until the visitor becomes a verified and registered member of Sharegate, Inc., as described below. Registered members who include individual investors, institutional investors, and corporate communicators will generally have access to all publicly available services. Additional members or affiliate members who are not previously mentioned may be allowed access on limited terms. Sharegate, Inc. reserves the right to allow and limit access to certain areas of the website to those registered members who have consented to these Terms of Use and any other agreements that may be required by Sharegate, Inc.

For individual memberships, you represent that you are of legal age to form a binding contract and are not a person barred from receiving or using the services under the laws of the United States or any other applicable jurisdiction. For organizational membership, you represent that you are of legal position and authorization to both communicate and act on behalf of the corporation or organization of which you represent. You also agree to provide true, accurate, current, and complete information about yourself and, if applicable, your organization as prompted by the Service’s registration process, and to maintain your account data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, incomplete, or not current, or if we have reasonable grounds to believe that such information is untrue, inaccurate, incomplete or not current, we reserve the right to immediately suspend or terminate your account and refuse any and all current or future use of the Services or any portion thereof for an indefinite or infinite period of time.

Only one active registration per individual may be maintained with Sharegate. By accepting this agreement, you agree and certify that you have no other registration with Sharegate. Your username will be assigned based on your first name and last initial, which you will need to access the Services. Members with identical first name-last initial combinations will have usernames assigned with sequential numbers following their first name-last initial in order to differentiate between members. Access to Sharegate's services will require this information along with a password and other data as required and determined by Sharegate, Inc.

You may terminate your membership at any time. Additionally, Sharegate, Inc. reserves the right to terminate your membership at any time and refund any applicable membership fees. If such termination was enacted due to a member-incurred violation of the User Agreement or Terms of Use, no such refund is due. Once your membership has been terminated, for any reason, you will have no further right or access to use the Service except as a visitor. Your member profile and previous posts, however, may continue to remain visible on Sharegate.

Sharegate membership may be offered free of usage fees during certain periods for the purpose of beta-testing or marketing. Memberships and services offered under these free-use terms may exist for certain periods defined and deemed by Sharegate, Inc. Sharegate, Inc. reserves the rights to begin, terminate, or change the terms of free-use memberships at any time without warning or explanation.

3. Member Eligibility and Verification

Sharegate membership types are defined as individual, institutional, corporate, and affiliate.

Individual investor members are defined as those members representing only themselves and their own ownership interests. In order to be eligible, an individual investor member must have a current brokerage account with a participating brokerage firm and stock holdings in at least one corporation publicly traded on an American Stock Exchange.

Institutional members are defined at those members belonging to an organization representing shareholder interest or ownership. This would generally include organizations administering mutual funds, pension funds, electronically traded funds, private equity firms, asset managers, and other parties not mentioned or specifically excluded. To be eligible you must be an employee and an authorized communicator and actor on behalf of the organization you represent. Your registration is considered voluntary compliance to those terms and communication of that authorization. You understand that your registration proclaims your inherent authority to participate on Sharegate and utilize Sharegate-hosted applications on behalf of your organization.

Corporate members are defined as employees, officers, or directors of a publicly traded corporation. To be eligible, you must be an authorized communicator and actor on behalf of that corporation. Your registration is considered voluntary compliance to those terms and communication of that authorization. You understand that your registration proclaims your inherent authority to participate in Sharegate events and utilize Sharegate-hosted applications on behalf of your organization.

Affiliate members are defined as interested persons or parties who are neither shareholders, nor an institution representing shareholder interests, nor a representative of a publicly traded corporation. This category may generally include media interests, academic institutions, industry advocates, law firms, regulatory authorities, special interest groups and other interested parties not mentioned or specifically included. Affiliate members must be individually approved for participation on Sharegate and are restricted in their access of Sharegate-hosted applications. Sharegate, Inc. may approve or disapprove affiliate memberships based on Sharegate’s determination of value to participants and the network. Additionally, Sharegate, Inc. may revoke existing affiliate memberships without warning or explanation if Sharegate, Inc. determines continued membership is not in the best interest of the network.

4. Privacy Policy

Please click on the following link to view the Sharegate, Inc. Privacy Policy.

Cookies and Web Site Information

Our use of cookies and other tracking technologies allows us to improve our website and your web experience. We use standard “cookie” technology, web beacons, and web server logs to collect information about how our website is used.

5. Third-Party Provided Information

Sharegate, Inc. utilizes third-party data service providers for display and use functions in the administration and offering of Sharegate services. The data provided may include stock trading data, news reports, company fundamental information, and other data not specifically mentioned here. Sharegate, Inc. does not guarantee or endorse this data and accepts no liability for losses or damages that may occur due to your use of this data.

Sharegate, Inc. utilizes third-party data services to acquire, distribute, tabulate, and display institution holdings data. Sharegate, Inc. does not guarantee nor endorse this data and accepts no liability for losses or damages that may occur due to your use of this data.

While utilizing Sharegate services you may encounter logos, icons, and text links to exterior, third-party websites that are not directly affiliated with Sharegate, Inc. The presence of this information on Sharegate does not constitute an endorsement by Sharegate, Inc., of such data or information, nor does it represent a guarantee on behalf of Sharegate, Inc. for any products or services, nor does such data or information constitute an inferred affiliation with Sharegate, Inc. You agree that Sharegate, Inc., its officers, directors, contractors, or agents are not responsible for losses or damages due to your use or reliance on such information. Additionally, Sharegate, Inc. maintains the right to remove without warning or reason any icon or link to another website if such is determed to be in violation of the Sharegate Terms of Use. Sharegate, Inc. retains sole discretion in making this determination.

6. Individual Investor Data Aggregation

The following data aggregation information is pertinent to individual investor accounts only:

You understand that Sharegate services require us to utilize a data aggregation process to access third-party websites to both verify your eligibility and acquire necessary information regarding your holdings (“Third Party Accounts”). You acknowledge that these third-party websites are designated by you, and Sharegate's contact and access concerning these third-party websites is under your direction and on your behalf.

In accordance with the Sharegate Privacy Policy, you agree that agree that Sharegate may utilize, modify, compile, display, and distribute any content your designated Third Party Account(s) provides to Sharegate in accomplishment of data aggregation processes previously clarified and, more specifically, you impart license to do so. By submitting content, you represent that you are the true owner of said content or otherwise have the right to license such content for the purposes set forth in the Sharegate Terms of Use.

By your use of these data aggregation processes, you are authorizing Sharegate, Inc. to retrieve content as authorized and requested by you. This information may include your full name, date of birth, user names, account numbers, and passwords. By use of this service you acknowledge that this information is complete and accurate and that you are the true owner of the content you submit to Sharegate. You specifically authorize Sharegate to possess and transmit this information to third parties identified by you and in accordance with the Sharegate Terms of Use.

You understand that third-party account data and the content provided by your designated third parties may not be reviewed by Sharegate, Inc. for the purpose of ensuring accuracy or completeness. As such, Sharegate, Inc. is not responsible for omissions, errors, interruptions, discontinued use, or any other unknown events generated by yourself or your third party account provider which may result in discontinued data aggregation and thus your eligibility to maintain membership or access to Sharegate services. You understand that your relationship with your third-party provider is independent of Sharegate, and it is your responsibility to maintain the requisite requirements for continued Sharegate membership and eligibility.

By use of Sharegate services and agreement to the Sharegate Terms of Use, you hereby give Sharegate, Inc. a limited Power of Attorney and appoint Sharegate, Inc. as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place, and stead, in any and all capacities, to access third-party accounts, retrieve content, and utilize that content, as described in the Sharegate Terms of Use, with the full authority to conduct such requisite activities required to facilitate those acts, as you could attempt or accomplish in person.

If for reasons lawful, known, or unknown, this power of attorney is deemed invalid, you specifically grant your approval and authorization to perform such actions while you alone maintain all liability in the event such authorization is found to be insufficient, inaccurate, or unlawful under your third-party account Terms of Use, or Sharegate Terms of Use. If Sharegate, Inc. is notified of your desire to terminate your membership and discontinue use of Sharegate services, you grant Sharegate, Inc. reasonable opportunity to act on such knowledge with the understanding that you will immediately discontinue access and utilization of Sharegate services. You understand that such action terminates your provided power of attorney, however, any acts initiated on your behalf prior to such revocation or Sharegate, Inc. acknowledgement of that revocation, shall be considered authorized by you. You may notify Sharegate, Inc. of a desire to terminate your membership and user privileges by written notification via email to accounttermination@sharegate.com.

You thoroughly understand and acknowledge that Sharegate, Inc. is acting as your agent, on your behalf, in contacting Third Party Accounts. You agree that Sharegate, Inc., its officers, directors, third-party contractors, affiliates, and partners shall be reliant upon you, the accuracy and truthfulness of your submitted content, your provided, limited Power of Attorney, and/or your explicit authorization to act on your behalf. You agree that Sharegate, Inc. shall not be liable for any costs, fees, liabilities, or damages incurred while acting on your behalf to accomplish the data aggregation process. Further clarified, Sharegate, Inc. accepts no liability for any charges by the providers of Third Party Accounts.

You understand that Sharegate's data aggregation service is provided “as is” and Sharegate, Inc. provides no warranty or guarantee concerning the accuracy, suitability, timelines, delivery, compatibility with Sharegate software, storage, or display of data acquired from or provided by your designated third-party provider. Sharegate explicitly disclaims any warranty, expressed, inferred, or implied, including without limitation the usefulness, accuracy, suitability, non-infringement, timeliness, or lawfulness of data provided or a product of your use of our aggregation services and information provided by third parties which you have designated. Additionally, we neither guarantee nor warranty continued, uninterrupted, error, or defect-free data aggregation services or that such services will meet your requirements.

You acknowledge and agree that there may be a delay in updating each user’s share positions, as displayed in the user’s dashboard page or corporate profile discussion board posts, and that neither Sharegate nor its affiliates, officers, directors, agents, or any independent contractor engaged by Sharegate, Inc. to assist in providing the Services will be liable for any inaccuracy, error, or delay in, or omission of such share position data.

You expressly agree and understand that you bear the full and sole risk for any content provided to Sharegate by your designated third-parties or obtained through your use of Sharegate data aggregation services. Additionally, you acknowledge that by voluntarily accessing the Sharegate aggregation service you accept your liability for any damages to your own system, software, or data, as a result of your use of the Sharegate data aggregation service.

You understand and agree that you will not hold Sharegate, Inc. liable for direct or indirect, accidental, incidental, consequential, actual, or punitive damages resulting from your access or reliance on information obtained by you as a result of your use of Sharegate data aggregation services. You specifically agree that Sharegate, Inc. will not be held liable for breaches of your own system security caused by your designated third-party, inaccuracies in your third-party information, any transactions you conduct as result of content you obtained on Sharegate or your designated third-party provider, loss of your personal information as a result of actions by your third-party provider or yourself, financial losses or damages resultant from data provided by your designated third-party or by any other third-party-submitted content encountered through your use of Sharegate services. Additionally, you understand that you are ultimately responsible for any content submitted to Sharegate by yourself or your designated third-party provider.

As the initiating member of the Sharegate data aggregation service, it is incumbent upon you, to the best of your ability, to ensure the data obtained from your designated third-party, clearly and accurately reflects truthful information including your actual holdings data, personal information, and other not-specifically-excluded, yet relevant information. You understand you that you alone bear this responsibility and ultimate liability for damages resulting from content you have provided, content provided by your designated third-party provider, and your actions utilizing this content. You fully maintain this liability even if Sharegate, Inc. has been notified of such damages or potential damages and has not yet taken action.

You agree to indemnify, defend, and hold harmless Sharegate, Inc., its officers, directors, employees, independent contractors, and agents from damages, liabilities, third party claims, related costs including attorney fees, regulatory fines, and any related damages not specifically mentioned but attributable to your use of the Sharegate data aggregation service. Additionally, you understand that Sharegate, Inc. or other damaged third-parties may hold you personally liable for damages or costs resulting from Sharegate’s reliance upon or display of content you or your designated third-party has provided that is either in violation of State and Federal regulations, knowingly inaccurate, subscription access-limited, not specifically licensed to you or your designated third-party, a violation of the Sharegate Terms of Use, or infringes upon the intellectual property rights reserved by Sharegate, Inc. or other third-parties.

7. User-Provided Information and Actions

At no time does Sharegate, Inc. nor its affiliates, officers, directors, employees, agents, or any independent contractor engaged by Sharegate, Inc., assume any responsibility for, or guarantee the accuracy, currency, completeness, or usefulness of information on Sharegate. Additionally Sharegate, Inc. does not implicitly or explicity endorse any opinions or recommendations posted by you or other members. You maintain individual responsibility and ultimate liability concerning libel, plagiarism, copyright violations, or other damages to be determined or discovered as resulting from your activities. Sharegate, Inc. reserves the right to provide your personal information to appropriate authorities when requested in the determination and resolution of such damages. Sharegate, Inc. reserves the right to hold you and, if applicable, your organization responsible for such damages that may affect the integrity, reputation, and thus the value, of the Sharegate network.

Information you provide on Sharegate shall be in the English language, and truthful and accurate to the utmost of your knowledge and ability. Information provided as fact shall have a linking reference or be reasonably researchable utilizing online search engines. Information provided as opinion shall be identified as such. Information provided but originated by others shall be referenced and quoted with the originating party identified. Subscription or pay-per-view material matter shall not be submitted for viewing on Sharegate at any time without specific permission from both the material owner and Sharegate, Inc. You understand that the information contained in a message or posted comment is not a complete analysis of every material fact with respect to any company, industry, or security. You acknowledge that Sharegate informational displays utilize streaming data sources from third-party providers and at no time does Sharegate, Inc. verify or guarantee the accuracy of such data.

Sharegate, Inc. does not limit the quantity of submissions by a member, however Sharegate, Inc. reserves the right to originate or terminate submission limits at any time without announcement or explanation. Additionally, Sharegate, Inc. reserves the right to delete any member-created or member-provided content at any time without announcement or explanation.

You recognize that the proprietary corporate process tools (Share Ask, Share Action, Share Vote, Share Pitch), present and accessible on Sharegate, are for actual use in the administration of the corporate structure. You maintain individual responsibility for both the accuracy of the information you provide in the utilization of these tools and any resulting consequences for not having ensured such accuracy. You understand that the misuse, fraudulent, or inaccurate utilization of these tools contains potential to impart consequences upon parties involved in such processes. You understand that such consequences could include the violation of existing Securities and Exchange Commission regulations, damages to the reputation of the concerned party, and other hazards yet to be determined. You thoroughly understand your potential liability in both these mentioned hazards and other hazards not specifically mentioned. You recognize and declare your legal eligibility to use these tools and will do so within the scope of existing regulations and in the most transparent and ethical manner. You understand that by utilizing these tools your limited anonymity on Sharegate may be removed.

By obtaining Sharegate membership and utilizing Sharegate services you agree to indemnify, defend, hold, and save Sharegate, Inc., its officers, directors, employees, or independent contractors, harmless from any claim or demand by third parties or other users resulting or arising out of content which you submit, provide, post, or make available through your use of Sharegate. This may include material information, insider information, intentionally inaccurate statements, violations of federal or state regulations, violations of the Sharegate Terms of Use or Privacy Policy, and any other content not specifically identified or named which may cause damages either known or unknown.

YOU AGREE TO CAREFULLY CONSIDER THE ACCURACY AND RELEVANCY OF THE INFORMATION YOU INCLUDE IN YOUR PROFILE OR POSTS AND TO FOLLOW SHAREGATE POSTING RULES AND GUIDELINES.

YOU AGREE TO REPRESENT ONLY YOURSELF OR THE ORGANIZATION YOU ARE AUTHORIZED TO REPRESENT ON SHAREGATE.

8. No Financial or Investment Advice

You understand and agree that Sharegate, Inc. neither endorses nor recommends any stock, bond, security, financial product, or instrument, nor does any mention or discussion of a particular company’s security on Sharegate constitute a recommendation to you by Sharegate, Inc. to buy, sell, or hold that or any other stock, bond, security, financial product, or investment. You understand and agree that Sharegate discussion boards are provided solely for the use of registered members. These members are expected to make investment decisions utilizing their own due diligence. Additionally, you understand that membership on Sharegate, of any individual, corporation, institution, or organization does not communicate an endorsement, either explicit or implied, of their products, knowledge, advice, or investment quality by Sharegate, Inc. You agree to conduct your own independent evaluation of potential investments based on your own requirements. Investment options discussed on Sharegate may not be suitable for you. Comments and message board posts on Sharegate should not be construed as an endorsement or offer to buy or sell any bond, stock, security, financial product, or investment.

You understand that Sharegate, Inc. is not an investment advisory service provider. Use of the “Share Pitch” application by yourself or other members to contemplate any security, equity, stock, bond, or other unmentioned investment is for conversational purposes only. Your review of this data should not be construed as investment advice provided to you by Sharegate, Inc., or any other party encountered through your use of Sharegate services. Sharegate, Inc., its affiliates, officers, directors, employees and agents, including any independent contractor engaged by Sharegate, Inc. to assist in providing Sharegate services, accept no liability for any loss arising from any use of information available to you on the Sharegate website. You acknowledge and agree that Sharegate, Inc. is not an investment advisor and your access to information through the Sharegate website will not cause Sharegate, Inc. or its affiliates, officers, directors, employees, agents or independent contractors to be deemed an investment advisor with respect to you or any other Sharegate member.

9. Intellectual Property

The terms “Share Gate,” “Share Ask,” “Share Action,” “Share Pitch,” and “Share Vote” are service marks of Sharegate, Inc., which reserves all rights. Use of Sharegate services and membership should not infer license or approval to utilize outside of Sharegate information or content where “information or content” is defined as any text, image, process, graphic, or software posted or presented on Sharegate, whether created by Sharegate, Inc. or any individual user. Sharegate, Inc. services and products are protected by U.S. and international copyright, trademark, and patent laws, and are the property of Sharegate, Inc. and/or its providers under license.

You agree that you retain the rights to use and copyright your own expressions posted on Sharegate, but also that Sharegate, Inc. has a perpetual license and your explicit approval to use that data for statistical reporting, data mining, trend analysis, and other uses not specifically declared or in violation of pre-existing copyrights, trademarks, or service marks possessed by the user.

10. Conduct and Posting Rules

You are responsible for all postings, data, information, text, and other material collectively termed “information or content.” As the originator, you are the guarantor of content you provide and you bear full responsibility for any unlawful or inaccurate content presented by you, and any associated liabilities related to that content. You understand that Sharegate, Inc. does not control, review, endorse, or guarantee the quality or accuracy of the content which you or others create or upload onto Sharegate. Additionally, Sharegate, Inc. accepts no liability for any losses or damages by you, suffered due in any way to content posted by yourself or other members on Sharegate.

You agree to represent only yourself or your authorized organization, to provide accurate and truthful information, and to utilize the Sharegate network for lawful and ethical purposes only. Additionally, you agree to abstain from the following activities:

Impersonation of other parties, misrepresentations of yourself, or any undisclosed affiliations with other parties, for the purpose of activities considered unlawful, unethical, or found to be in detriment to fellow members.
Use of individual or institutional membership access to Sharegate in order to conduct actions or pursuits unrelated to or “not concerning” corporations in which you maintain ownership. Such actions are considered “campaigning” and are prohibited for individual or institutional accounts on Sharegate.
Post statements or information as factual with no associated reference, linking data, or evidence to support, justify, or validate the factual statement.
Post content originated by other persons without proper quotation, reference, and recognition of the originator.
Post positive statements (“pumping”) concerning a security with no associated reference data, supporting thesis, or evidence to support, justify, or validate such statements.
Post negative statements (“bashing”) concerning a security with no associated reference data, supporting thesis, or evidence to support, justify, or validate such statements.
Post irrelevant or unrelated data, material, or information in a corporation forum.
Post corrective statements, advice, opinion, or instruction regarding the grammar or spelling usage contained in content provided by other members.
Collude with other members or parties for the purpose of manipulating reputation scores, communication performance ratings, or any other data or numerical statistics presented on Sharegate.
Post or transmit any content considered offensive, derogatory, sexually explicit, profane, hateful, knowingly inaccurate, threatening, racial, defamatory, or otherwise deemed inappropriate after review by Sharegate, Inc.
Utilize Sharegate applications or tools to intentionally harass, defame, or inconvenience any person or organization.
Disclose or transmit either publicly or privately; the personal information or private matters of other members.
Post or provide, publicly or privately, content that may constitute material non-public information concerning a company, security, or individual.
Post promotional content (“Spam”) or advertise, through your provided content, any organization or product in violation of the Sharegate, Inc. advertising rules.
Post or transmit subscription content in violation of subscription terms, copyrighted content, trade secrets, insider information, or organizational information of which you have no legal right or authority to disclose.
Post any link to Sharegate services or content in any forum, with the exception of Sharegate's top-level domain uniform resource locator: http://www.sharegate.com.
Post or provide any content that violates any Federal or State law, including the rules and regulations of the United States Securities and Exchange Commission.
Actively collude (without disclosure or legal compliance) on Sharegate with parties, exterior or interior to Sharegate, in order to influence the price of any security.
Post any offering to buy, sell, or exchange a security.
Post any offering to provide, accept, withhold, or solicit proxies directly or indirectly, without express written approval by Sharegate, Inc., or through use of the Share Vote exchange application functions.
Copy and transmit or provide, exterior to Sharegate, any content provided by other users unless given explicit approval by Sharegate, Inc.
Knowingly post, provide, or transmit viruses, corrupt files, malicious code, or any unknown/known material containing destructive or damaging features that could affect Sharegate or our members, user services, software, or hardware.
Utilize or provide access to automated means, including search engines, robots, scripts, spyware, intrusive software, data harvesters, and/or other not specifically identified means to access, collect, or transmit information presented on Sharegate.
Utilize your Sharegate access capability to provide non-members access to Sharegate member services.
Fail to adequately secure and safeguard your user name and password.
Provide your user name and password to other parties or persons.
Provide, forward, or transmit any Sharegate-originated content specifically intended for your own personal review.
Access the Sharegate website by any means other than the interfaces and access channels specifically provided by Sharegate.

You understand that you, and if applicable your organization, are responsible for statements and actions taken through the use of your member name and password. You agree to adequately safeguard this information and to notify Sharegate, Inc. if you have any reason to believe this confidential information has been compromised. You agree to transmit this notification by email to passwordadmin@sharegate.com.

You acknowledge that you have read, understood, and agree to abstain from knowingly or unknowingly conducting or attempting to conduct any of the prohibited activities listed in this section of the Terms of Use, and you understand that despite this prohibition, you may encounter these activities while utilizing Sharegate services. You understand that neither Sharegate, Inc., nor its affiliates, officers, directors, agents or any independent contractor engaged by Sharegate, Inc. to assist in providing our services will be liable or responsible for any damages to you, your organization, or are any other parties resulting from prohibited activities. For further information, please see the Sharegate, Inc. limitations of liability and warranty statement provided below.

You may request to voluntarily have content you have posted removed from Sharegate in order for you to comply with Sharegate, Inc. rules or applicable laws or regulations existing outside of Sharegate. Such laws, rules, and regulations could include Security Exchange Commission Proxy Rules or State or Federal Securities Laws, but do not exclude other potential rules and regulations not specifically mentioned here. When requesting this action you must include your username, time and date of post, location of post, description of content, and reason for removal. You agree to transmit this notification by email to contentadmin@sharegate.com.

Sharegate, Inc. will make all reasonable efforts to remove the requested content, however Sharegate, Inc. will not be liable for any damages as a result of failing to remove that post in a timely manner. You also understand that if the concerned content of which you are requesting removal was deemed a violation of the prohibitions mentioned above, you will still be held responsible for applicable fees charged for administrative functions in removing the content. These fees are further clarified on the FINE AND FEE SCHEDULE.

You understand that at any time and without reason or notice, Sharegate, Inc. may remove any member-posted information or content from the Sharegate website if that information or content is deemed to be in any way in violation of the prohibitions above. Sharegate, Inc. reserves sole discretion in making such a determination. The consequence(s) for such occurrences may include the removal of posts, reduction in reputation scores, assigned fees in accordance with the fee schedule posted on Sharegate.com, termination of membership, and, if applicable, immediate notification of applicable State and/or Federal authorities.

11. User Disputes

You understand that you are solely responsible for all your interactions with fellow members on Sharegate. Additionally, you understand that disputes may occur between you and fellow members and that you are expected to conduct yourself in an ethical and respectable manner while complying with appropriate applicable regulations and the Sharegate, Inc. Terms of Use. Sharegate, Inc. may monitor and intervene as available but bears no responsibility or obligation to monitor or intervene.

Shareholder actions, disputes with management teams, spirited debate, campaigns, resolutions, voting rights transfers, and voting, or other legal activities of a related nature are expected to occur regularly on Sharegate. You understand that you bear all legal responsibility for your initiation or interaction in these events and for your own compliance with Securities and Exchange Commission regulations, Sharegate rules, and State and Federal guidelines. In the event you participate, you release Sharegate, Inc., our officers, directors, employees, agents, independent contractors, and affiliates, from all liability, claims, or damages resulting from events known or unknown, predictable or unpredictable, yet related to or caused by your participation in Sharegate.

12. Fine and Fee Policy

Sharegate, Inc. will take reasonable efforts to promote compliance with Sharegate's rules, State regulations, and Federal regulations, but accepts no liability in ensuring or enforcing this. You understand that this compliance is your responsibility and you agree to recognize and adhere to Sharegate Terms of Use, and pay fines and/or fees related to Sharegate, Inc. administrative functions in resolving occurrences resulting from your non-compliance. You agree to the most current posted FINE AND FEE SCHEDULE and to be responsible for these fees if your actions are found to be in violation of Sharegate's rules or prohibitions, or State and/or Federal regulations. You understand that this accepted agreement and your submittal of these fines or fees are for administrative actions to correct the violation only and are not a release of your liability or a “settlement.” You maintain sole and total liability for your own actions and could be held legally responsible for damages caused to other members, exterior parties to Sharegate, Sharegate, Inc., or regulatory authorities.

13. Reputation Scoring and Communication Performance Ratings

For non-corporate members, Sharegate, Inc. utilizes the term “reputation score” as title to what Sharegate, Inc. deems a numerical representation of your network-assigned value as awarded by Sharegate's administrative functioning and/or fellow members. Sharegate, Inc. will occasionally award points as incentives for certain, defined, process objectives which are deemed of value by Sharegate, Inc. Additionally, Sharegate, Inc. will reduce reputation score points for violations of the prohibitions mentioned above. These consequences are further delineated on the most current copy of the FINE AND FEE SCHEDULE, but may be increased or decreased on a case-by-case basis as deemed appropriate by Sharegate, Inc.

For corporate members, Sharegate, Inc. utilizes the terms “Communication Performance Rating (CPR)” as title to what Sharegate, Inc. deems a numerical representation of communication performance occurring between a corporation and shareholders utilizing the Share Ask application. CPR scores are delineated by questions asked, divided by questions answered, calculated over a rolling 365-day period, and displayed as a percentage. As a corporation, you understand that CPR scores are indicative of your communication with your own shareholders and Sharegate, Inc. will only intervene or adjust these scores at initial corporate account initiation or under proven extenuating circumstances deemed unsolvable by the member themselves. Sharegate, Inc. reserves the sole right to make this determination.

14. User Solicitation and Advertising

Advertising is strictly restricted on Sharegate. Corporate, Affiliate, and Institutional members may post limited amounts of promotional content where specifically allowed by the registration format. Individual Investors are prohibited from posting or providing promotional content for products or services exterior to Sharegate. Members who violate this policy will be considered unauthorized advertisers and subject to the FINE AND FEE SCHEDULE.

Proxy solicitation campaigns are prohibited without express written permission by Sharegate, Inc. You acknowledge that your use of Sharegate services to offer, provide, obtain, or request proxies could be considered proxy solicitation. You understand that proxy solicitation regulations require specific compliance measures which you are specifically responsible for knowing and complying with. Your access to our services is with the understanding that Sharegate, Inc. imparts no endorsement, permission, direction, or inferred compliance to proxy solicitation rules. Further information regarding regulatory compliance guidance regarding proxy solicitations and electronic forums may be found at http://www.sec.gov/rules/final/2008/34-57172.pdf.

15. Communication

Sharegate, Inc. provides an internet-accessible portal with methods for communicating directly with the company. Additionally, Sharegate, Inc. maintains and communicates through the Sharegate, Inc. “Facebook” page and the “Sharegate News” Twitter account. If you desire to contact Sharegate, Inc., the preferred primary method for communication with Sharegate, Inc. is through the two options mentioned above or by email directed to the applicable Sharegate, Inc. email address as provided on the Contact Us page. These methods of communication will allow the distribution of your concern to the most appropriate department. Inquiry by phone, fax, or standard mail service may likely incur delays and we may not choose to respond to you in the same manner. You understand that Sharegate, Inc. membership eligibility is contingent upon you possessing and maintaining a functioning email address with which we can communicate.

16. Hardware and Software Requirements

In order to access Sharegate services and maintain membership eligibility you must have a personal computer, smart phone, or other operating system capable of accessing the Sharegate internet portal and internet-hosted email services. Additionally, you will need an up-to-date internet browser that supports industry-standard 128-bit encryption, such as the current versions of Safari, Internet Explorer, Fire Fox, Opera, or other unnamed yet similarly capable browser systems. You also must have an established and operating email address and email capability for communication between Sharegate, Inc. and yourself.

17. Limitation of Liability and Warranty

The Sharegate, Inc. website and software are hosted by Sharegate, Inc. which provides this service on an “as is” and “as available” basis. Sharegate, Inc. provides no specific guarantee or warranty for either Sharegate, Inc.-originated content or Third Party content that may be encountered while utilizing Sharegate Services. You understand that Sharegate, Inc. does not control or review specific content prior to submittal and accessibility by other Sharegate members. You understand that such submittals are the product of the member submitting the content. You agree that you will practice due diligence in your consideration of any content, product, service, or investment discovered on the Sharegate website and will not expect, request, or require endorsement or review by Sharegate, Inc.

Sharegate, Inc. does not and cannot reasonably warranty or guarantee the lawfulness, accuracy, completeness, or usefulness of content submitted to Sharegate and viewable by other members. Additionally, Sharegate, Inc. makes no guarantee regarding timeliness, defects, or errors submitted or caused by Sharegate, Inc. users or Third Parties. You understand that Sharegate, Inc. does not express, provide, imply, or infer any warranty or guarantee that Sharegate services and products, or Third Party services and products encountered on Sharegate, will be defect free, be valuable to your needs, or meet your expectations. Additionally, you agree that you assume all risk with respect to your use of Sharegate content and the lawfulness of content which you provide.

In obtaining Sharegate membership and utilizing Sharegate services you agree that neither Sharegate, Inc., nor its officers, directors, employees, affiliates, agents, or independent contractors whose service was acquired to assist in providing Sharegate services, shall be held liable by you for loss, injury, or damages resulting from any of the following:

Inaccuracies in content provided by other Sharegate members or by Sharegate, Inc.
Interruptions in service regardless of reason.
Delays encountered in the transmission and display of any content provided by yourself, others parties, or Sharegate, Inc.
Errors in the transmission or delivery of content provided by yourself, other parties, or Sharegate, Inc.
Defects in viewable content including holdings data, corporate data, voting actions, corporate communications, other user content, or any other Third Party data present on Sharegate and viewable by you.
Any omission of content either by yourself, other members, or Sharegate, Inc.
Unlawful content posted by yourself, other users, or Third Parties.
Your use of Third Party products or services, discovered or viewable by you, while utilizing Sharegate services.
Termination of your membership and access to Sharegate services due to your violation of the Terms of Use or Privacy Policy.

Certain States do not allow specific exclusion of warranties, implied or inferred, or disallow the limitation of liability. The above-provided limitation may not apply to members in such States. In those specific cases only, our liability will be limited to the greatest extent permitted by law.

18. Declaration of Acceptance

By selecting the “I accept” button and/or joining Sharegate, you are imparting your electronic signature and acknowleding your acceptance of these Terms of Use. You further acknowledge that you understand the Terms of Use, agree to its conditions, and acknowledge and declare:

I have read, understood, and fully consent to be bound by the Terms of Use.
With my selection of the “I accept” button, I hereby enter into a binding and lawful contract and I acknowledge this electronic record constitutes an original and binding record of that contract.
If I am representing an organization, I am of authorized authority to enter into such contract on behalf of my organization.
I have read, understood, and fully consent to the Sharegate, Inc. Privacy Policy and the utilization of information I provide in accordance with that policy.

If you do not agree to the Sharegate Terms of Use in its entirety, you are not eligible for Sharegate membership, nor are you authorized to access Sharegate's member services.

2010 Sharegate, Inc.. All Rights Reserved

Market Data provided by Xignite Data. http://www.xignite.com/Documents/TermsOfUse.aspx

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