Terms of Use

TERMS AND CONDITIONS
Last updated May 4, 2018
These Terms and Conditions (“Terms”) explain the relationship between you and H.C. Wainwright & Co., LLC (“HCW” “us,” our” or “we”) and apply to your (“you” “your” or “User(s)”) use of, and access to, our website located at www.hcwainwright.com (“Website”) and your use of all services provided by us to you whether via the Website (collectively, the “Services”). These Terms, which include our Privacy Policy, govern your access to and use of the Website and Content (as defined below), and constitute a binding legal agreement between you and HCW.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING THE WEBSITE, USING THE SERVICES, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.

1. Services
The Services enable Users to access and browse the Website, which provides general information about the services offered by HCW  (the “Products”).
The information, presentations, news, and research materials made accessible to you on the Website through the Services about the Products (collectively “Information”) may be prepared by parties independent of HCW (“Information Providers”). None of the Information constitutes a recommendation or a solicitation by HCW or a recommendation or solicitation that any particular investor should purchase or sell any particular security in any amount, or at all.

2. Disclaimer
ANY PRODUCTS AND CONTENT CONTAINED ON THIS WEBSITE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
The Content (as defined herein) contained on this Website is without regard for the specific investment objective, financial situation or particular needs of any specific User. The Information, descriptions and presentations published on this Website are solely for informational purposes and are not to be construed as a solicitation or any offer to buy or sell any property or financial product or instrument.
Nothing contained on the Website is intended to constitute investment, legal, tax, accounting or other professional advice and you should not rely on the Content or other information provided on or accessible through the use of the Website for making financial or investment decisions. You should consult with an appropriate professional for specific advice tailored to your situation and/or to verify the accuracy of the Information provided herein prior to making any investment decisions.
Neither HCW nor the Information Providers (1) guarantee the accuracy, timeliness, completeness, or correct sequencing of the Information, or (2) warrant any results from use of the Information. The Information has been prepared as of the date(s) indicated and may become unreliable because of subsequent market or economic circumstances. Neither HCW nor any Information Provider is under any obligation to update Information or opinions set forth on the Website, or continue to offer Information regarding any company or security. From time to time, HCW and/or Information Provider may be unable to provide Information with respect to certain companies with which HCW, an Information Provider, or their respective affiliates have certain business relationships.
HCW and/or its employees or directors may have positions in securities referenced in Information, and may, as principal or agent, buy from or sell to customers. Consultants to HCW may have, or may have clients with, positions in securities referenced in Information. HCW may perform investment banking or other services for, or solicit such services from, any company mentioned in Information.
There can be no assurance that any Product or offering’s investment objectives will be achieved. For those considering an investment, this Website must be read in conjunction with the applicable prospectus in order to fully understand all the implications and risks of the respective offering of the securities to which it relates.
An investment in securities of any type is subject to substantial risks. These risks may include the absence of a public market for the securities, lack of an operating history, absence of properties identified for acquisition, limited transferability and lack of liquidity, possibility of substantial delay before distributions are made, reliance on the fund’s general partners or advisor, payment of significant fees to the general partners or advisor and their affiliates, potential conflicts of interest, and lack of diversification in property holdings until significant funds have been raised. An investment in the securities of HCW is not suitable for all investors. Refer to the applicable prospectus for a more detailed discussion of risks.
NEITHER THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE HAS PASSED ON OR ENDORSED THE MERITS OF ANY OFFERING BY HCW. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

3. Access
Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable right to access the Website and use the Services on a computer, tablet device or mobile phone that you own or control.  You may not create, develop, license, install, use, or deploy any third-party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Website. You may not copy (except as expressly permitted by these Terms) or publish the Website for others to copy, decompile, reverse engineer,  disassemble, attempt to derive the source code of, or modify, or create derivative works of the Website or Services, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Website, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages and your access to the Website and Services may be immediately suspended or terminated at our discretion. You may not use the Website in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.

4. Content
All materials contained on, in, or available through the Website, including all Information, data, text, sound, photographs, graphics, videos, presentations, the selection and arrangement thereof, and all source code, software compilations, and other materials and information (“Content”) are protected by copyright and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms.  All trademarks, service marks, trade dress and other intellectual property rights, including but not limited to copyrights, and all derivative works thereof associated with the Content, whether registered or not, are our sole property. You agree to abide by all applicable copyright and other laws. We do not convey, through allowing access to the Website, any ownership rights in the Content.  You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, or commercially exploit the Content in any manner without the express written consent of HCW and relevant third-parties.

5. Eligibility
You represent and warrant that: (i) you are at least eighteen (18) years old, (ii) you have the right, capacity and authority to be bound by these Terms, and (iii) you will abide by all these Terms.

6. Contact Us Form
The Website provides email addresses and phone numbers by which you can contact HCW.  Note that by emailing us, you consent to receiving communications from us via email in connection with your use of the Website.  You may opt out of these messages by following the prompts in email messages; however, doing so may impact your use of the Website and Services, and our ability to contact you.

8. Investor Login
In order to access certain features or areas of the Website you may be required to provide personal and/or demographic information as part of a log-in process, which may take place or be located on a third-party server and/or managed by a third-party vendor.
You agree to provide true, accurate, current and complete information about yourself as prompted by the applicable log-in form, and you are responsible for keeping such information up-to-date (this includes your contact information, so that we can reliably contact you). The information you submit must describe you (you may not impersonate another person or entity), and you may not sell, share or otherwise transfer your account information.
You are responsible for all activity occurring when the Services are accessed through your log-in account, whether authorized by you or not. Therefore, if you create an account, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information.
HCW takes reasonable measures – including administrative, technical, and physical measures – to safeguard your personal information against loss, theft, and misuse, as well as against unauthorized access, disclosure, alteration, and destruction. Although we will do our best to protect your personal information, we cannot guarantee the security of the data you transmit to us.  Any transmission is at your own risk and we cannot be held liable. For more information about how we use and protect your information, please view our PRIVACY POLICY.

9. Jurisdiction
The Website are Services are controlled and operated by HCW from the United States, and is not intended to subject HCW or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. HCW does not represent or warrant that the Website, Services or any part thereof is appropriate or available for use in any jurisdiction other than the United States.

10. Rules of Conduct
In connection with your use of the Website and Services, you will not: (i) transmit or communicate any data or information that is unlawful, harmful, false, misleading, threatening, abusive, harassing, stalking, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) use the Website or Services for any unlawful or unsafe purposes; (iv) violate any applicable local, state, federal or international law and any regulations requirements, procedures or policies; (viii) transmit, access or communicate any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (ix) monitor traffic on the Website, obtain or accumulate personal information about other Users, or collect or store personal data about other Users; (x) modify, delete or damage any information; (xi) infringe on the rights of any third party, including but not limited to trademark, copyright or the rights of publicity; (xii) use the Website or Services in any manner that in our sole judgment, adversely affects the performance or function of the Website or Services or interferes with the ability of other users to access or utilize the Website or Services; or (xiii) undertake any acts not expressly permitted under the Terms.  You warrant and represent that you undertake to use the Website and Services only for purposes that are in strict compliance with (a) the Terms and the license granted hereunder, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions and you shall take no actions which would cause us to be in violation of any applicable law, ruling or regulation.

11. Suspension
We reserve the right to suspend or cease providing the Website, with or without notice, and we shall have no liability or responsibility to you if we do so.

12. Third Party Websites and Content
The Website may contain links to other websites (“Third Party Websites”) and content, including articles, text, information, video, audio, graphics and photos (“Third-Party Content”), which are owned or operated by third parties.  HCW does not investigate or monitor Third Party Websites or Third-Party Content for accuracy or completeness, and therefore is not responsible or liable for the same.  You are advised that different terms of use and privacy policies may apply to your use and access of Third Party Websites.   If you decide to leave the Website and access the Third-Party Websites, you do so at your own risk and you should be aware that our Terms of Use and Privacy Policy no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Website to which you navigate from our Website.

13. Disclaimer of Warranties
THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM, FOR THE AVOIDANCE OF DOUBT (ON OUR BEHALF, OUR SUBSIDIARIES AND/OR OUR AFFILIATES) ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES: (i) CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, TIMELINESS, QUALITY, USEFULNESS, INTEROPERABILITY OR CONTENT OF THE WEBSITE AND SERVICES; (ii) OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE WEBSITE, SERVICES AND CONTENT; AND (iii) REGARDING THE PROVISION OF THE WEBSITE AND SERVICES. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE WEBSITE, SERVICES OR CONTENT, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE WEBSITE OR SERVICES, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE OR SERVICES WILL BE CORRECTED.  YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WEBSITE AND SERVICES.

14. Limitation of Liability
IN NO EVENT WILL HCW OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF INFORMATION, LOSS OF PROFITS AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEBSITE, SERVICES OR CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE WEBSITE, SERVICES OR CONTENT. GIVEN THAT SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES AND JURISDICTIONS, OUR LIABILITY (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL HCW’S AGGREGATE LIABILITY (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) WITH RESPECT TO THE USE OF THE WEBSITE, SERVICES OR CONTENT EXCEED THE AMOUNT OF $25.00 U.S. DOLLARS.

15. Indemnification
By using the Website and Services, you agree to defend, indemnify and hold us, our affiliates, partners, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Website or the creation, placement or transmission of any message, information, software or other materials through the Website by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). We shall control the defense of any Indemnified Matters through counsel of our choice.

16. Copyright Infringement
We respect the intellectual property rights of others, and require that people who use the Website do the same.  It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act.  For more information, please see our DMCA Policy.

17. Arbitration
You agree with HCW that any dispute arising in connection with these Terms or the performance of any party under these Terms or otherwise relating to these Terms shall be shall be referred to binding arbitration in New York, New York, in accordance with the rules of the American Arbitration Association by a panel of three arbitrators. Each of the parties shall name one arbitrator. The third arbitrator shall be selected by the two named arbitrators from the list of the current active members of the American Arbitration Association. The arbitration shall be binding, final, not appealable, enforceable and in lieu of any right to sue or seek other arbitration in any court or tribunal. Notwithstanding the foregoing, either you or HCW shall be entitled to apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief, without breach of this arbitration provision.

18. Governing Law
Subject to Section 17 (Arbitration), you and HCW agree to submit to the non-exclusive jurisdiction and venue of the federal and state courts located in the State of New York, County of New York.

19. Entire Agreement
These Terms constitute the entire agreement between you and us with respect to the use of the Website, Services and Content and supersede all discussions, communications, conversations and agreements concerning the subject matter hereof.

20. Assignment
We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

21. Amendment to Terms
HCW may update or amend these Terms from time to time.  Amendments shall be effective upon posting on the Website.  You are responsible for regularly reviewing these Terms.  Your continued access to and use of the Website following such posting constitutes your consent to be bound by any amended Terms.

22. Electronic Communications
The communications between you and us via this Website use electronic means, whether you visit this Website or send us an email, or whether we post notices on this Website or communicate with you via email. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

23. General
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.  In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created.  No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues.  All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via email to info@hcwco.com or by writing to us at H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022.

If you have any questions regarding these Terms or the Website, please contact us at info@hcwco.com.

Copyright © 2018 H.C. Wainwright, LLC.  All rights reserved.

H.C. Wainwright & Co. is one of the country’s oldest and most trusted financial institutions.