TERMS OF USE
1. ACCEPTANCE OF TERMS
FinanceOncall.com, an entity of AbacusTD LLC and affiliate of the Abacus Group (collectively
"Abacus") welcomes you. Abacus provides its service to you subject to the following Terms of Use
("TOU"), which may be updated by us from time to time. You can review the most current version of
the TOU at any time by visiting www.financeoncall.com. In addition, when using particular Abacus
owned or operated services, you and Abacus shall be subject to any posted guidelines or rules
applicable to such services, which may be posted from time to time. All such guidelines or rules are
hereby incorporated by reference into the TOU. Abacus may also offer other services that are
governed by different Terms of Use. By requesting the services of Abacus or by paying a deposit or
completion fee, you agree that you are explicitly accepting this TOU in its entirety.
2. DESCRIPTION OF SERVICE
Abacus provides users with access to a various resources, including financial data, financial models,
analytical tools, investment information and branded content and services through its internet links
all of which may be accessed through any various medium or device now known or hereafter
developed (the "Service"). You also understand and agree that the Service may include
advertisements and that these advertisements are necessary for Abacus to provide the Service. You
also understand and agree that the Service may include certain communications from Abacus, such
as service announcements and administrative messages, and that these communications are
considered part of Abacus use and you will not be able to opt out of receiving them. Unless explicitly
stated otherwise, any new features that augment or enhance the current Service, including the
release of new Abacus properties, shall be subject to the TOU. You understand and agree that the
Service is provided "AS-IS" and that Abacus assumes no responsibility for the timeliness, deletion,
mis-delivery or failure to store any user communications or personalization settings. You are
responsible for obtaining access to the Service, and that access may involve third-party fees (such as
Internet service provider or airtime charges). You are responsible for those fees, including those fees
associated with the display or delivery of advertisements. In addition, you must provide and are
responsible for all equipment necessary to access the Service. The Service is provided for
informational and educational purposes only, and no Content included in the Service is intended for
trading or investing purposes. The Content does not purport to provide any financial, investment, tax,
accounting or legal advice, as to which you must always consult your own advisor(s). Abacus is not
an investment bank, merchant bank, commercial bank, securities underwriter, or market maker.
Abacus does not provide legal, certified public accounting, investment advisory, investment
securities services or certified financial planning or related services. All Content, answers, and
Services provided are based on a best efforts basis by Abacus. Unless Abacus has expressly agreed in
writing to act as advisor with respect to a particular project or transaction pursuant to terms and
conditions specifying the nature and scope of its advisory relationship, Abacus is acting in the
capacity of an arm's length contractual counterparty or agent to you in connection with any
transaction that Abacus enters into with you, not as a financial advisor or a fiduciary.
3. CLIENT OBLIGATIONS
In consideration of your use of the Service, you represent that you are of legal age to form a binding
contract and are not a person barred from receiving services under the laws of the United States or
other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete
information about yourself as prompted by the Service (the "Client Data") and (b) maintain and
promptly update the Client Data to keep it true, accurate, current and complete. If you provide any
information that is untrue, inaccurate, not current or incomplete, or Abacus has reasonable grounds
to suspect that such information is untrue, inaccurate, not current or incomplete, Abacus has the
right to suspend or terminate your account and refuse any and all current or future use of the Service
(or any portion thereof) and pursue any and all legal remedies in the case of any damages or costs
incurred by us as a result of such action by you.
4. ABACUS PRIVACY POLICY
You understand that through your use of the Service you consent to the collection and use as set
forth herein of this information, including the transfer of this information to the United States and/or
other countries for storage, processing and use by Abacus and its affiliates. Abacus may receive from
you personal information when you submit a question, when you use Abacus products or services,
when you visit Abacus pages or the pages of certain Abacus partners, and when you enter promotions
or linked sites. Abacus may combine information about you that we have with information we obtain
from business partners or other companies. When you provide us information such as your name,
email address, phone number, you are not anonymous to us. Abacus may collect information about
your transactions with us and with some of our business partners, including information about your use
of financial products and services that we offer. Abacus may receive and record information on our
server logs from your browser, including your IP address, Abacus cookie information, and the page(s)
you request. Abacus may use information for the following general purposes: to customize the
advertising and content you see, fulfill your requests for products and services, improve our services,
contact you, conduct research, and provide anonymous reporting for internal and external clients.
Abacus does not rent, sell, or share personal information about you with other people or nonaffiliated
companies except when we are attempting to provide products or services you've requested, when we
have your permission, or under the following circumstances: We provide the information to trusted
partners who work on behalf of or with Abacus under confidentiality agreements. These companies
may use your personal information to help Abacus communicate with you about offers from Abacus
and our marketing partners but without an independent right to share this information. We respond to
subpoenas, court orders, or legal process, or to establish or exercise our legal rights or defend against
legal claims. We believe it is necessary to share information in order to investigate, prevent, or take
action regarding illegal activities, suspected fraud, situations involving potential threats to the
physical safety of any person, violations of Abacus’ terms of use, or as otherwise required by law. We
transfer information about you if Abacus is acquired by or merged with another company.
Abacus may set and access Abacus cookies on your computer. Abacus may let other companies that
show advertisements on some of our pages set and access their cookies on your computer. Other
companies' use of their cookies is subject to their own privacy policies, not this one. Abacus strives to
prevent advertisers or other companies from having access to Abacus’ cookies. Abacus may use web
beacons to access Abacus cookies inside and outside our network of web sites and in connection with
Abacus products and services. We reserve the right to send you certain communications relating to
the Abacus service, such as service announcements, administrative messages and the Abacus
Newsletter, that are considered part of your Abacus account, without offering you the opportunity to
opt-out of receiving them. We limit access to personal information about you to employees or
affiliates who we believe reasonably need to come into contact with that information to provide
products or services to you or in order to do their jobs. We have physical, electronic, and procedural
safeguards that comply with federal regulations to protect personal information about you. Abacus
may update this policy and will notify you on a reasonable efforts basis about significant changes in
the way we treat personal information by sending a notice to the primary email address specified in
your Abacus account or by placing a prominent notice on our site.
5. CLIENT ACCOUNT, PASSWORD AND SECURITY
If you receive a password and account designation from us, you are responsible for maintaining the
confidentiality of the password and account and are fully responsible for all activities that occur
under your password or account. You agree to (a) immediately notify Abacus of any unauthorized use
of your password or account or any other breach of security, and (b) ensure that you exit from your
account at the end of each session. Abacus cannot and will not be liable for any loss or damage
arising from your failure to comply with this Section.
6. CLIENT CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video,
messages, tags or other materials ("Content"), whether publicly posted or privately transmitted, are the
sole responsibility of the person from whom such Content originated. This means that you, and not
Abacus, are entirely responsible for all Content that you upload, post, email, transmit or otherwise
make available via the Service. Abacus does not control the Content posted via the Service and, as
such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by
using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under
no circumstances will Abacus be liable in any way for any Content, including, but not limited to, any
errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of
any Content posted, emailed, transmitted or otherwise made available via the Service.
You agree to not use the Service to:
a. upload, post, email, transmit or otherwise make available any Content that is unlawful,
harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of
another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors or other people in any way;
c. impersonate any person or entity, including, but not limited to, a Abacus official, forum
leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content
transmitted through the Service;
e. upload, post, email, transmit or otherwise make available any Content that you do not have a
right to make available 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 nondisclosure agreements);
f. upload, post, email, transmit or otherwise make available any Content that infringes any
patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized
advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any
other form of solicitation, except in those areas (such as shopping) that are designated for such
purpose (please read our complete Spam Policy);
h. upload, post, email, transmit or otherwise make available any material that contains software
viruses or any other computer code, files or programs designed to interrupt, destroy or limit the
functionality of any computer software or hardware or telecommunications equipment;
i. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the
Service are able to type, or otherwise act in a manner that negatively affects other users' ability to
engage in real time exchanges;
j. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey
any requirements, procedures, policies or regulations of networks connected to the Service;
k. intentionally or unintentionally violate any applicable local, state, national or international
law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange
Commission, any rules of any national or other securities exchange, including, without limitation, the
New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations
having the force of law;
l. provide material support or resources (or to conceal or disguise the nature, location, source, or
ownership of material support or resources) to any organization(s) designated by the United States
government as a foreign terrorist organization pursuant to section 219 of the Immigration and
Nationality Act;
m. "stalk" or otherwise harass another; and/or
n. collect or store personal data about other users in connection with the prohibited conduct and
activities set forth in paragraphs a through m, above.
You acknowledge that Abacus may or may not pre-screen all Content, but that Abacus and its
designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or
move any Content that is available via the Service. Without limiting the foregoing, Abacus and its
designees shall have the right to remove any Content that violates the TOU or is otherwise
objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any
Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In
this regard, you acknowledge that you may not rely on any Content created by Abacus or submitted
to Abacus, including without limitation information in Abacus Message Boards when or if they
become available and in all other parts of the Service. You acknowledge, consent and agree that
Abacus may access, preserve and disclose your account information and Content if required to do so
by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
(a) comply with legal process; (b) enforce the TOU; (c) respond to claims that any Content violates
the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights,
property or personal safety of Abacus, its users and the public. You understand that the technical
processing and transmission of the Service, including your Content, may involve (a) transmissions
over various networks; and (b) changes to conform and adapt to technical requirements of
connecting networks or devices. You understand that the Service and software embodied within the
Service may include security components that permit digital materials to be protected, and that use
of these materials is subject to usage rules set by Abacus and/or content providers who provide
content to the Service. You may not attempt to override or circumvent any of the usage rules
embedded into the Service. Any unauthorized reproduction, publication, further distribution or public
exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
7. INTERSTATE NATURE OF COMMUNICATIONS ON ABACUS NETWORK
When you use Abacus services to send electronic communications (including but not limited to
email, search queries, sending messages to Abacus Chat or Abacus Groups when or if they become
available, uploading photos and files, you will be causing communications to be sent through
Abacus’ computer networks, portions of which are located throughout the United States and the rest
of the world. As a result, and also as a result of Abacus network architecture and business practices
and the nature of electronic communications, even communications that seem to be intrastate in
nature can result in the transmission of interstate communications regardless of where you are
physically located at the time of transmission. Accordingly, by agreeing to this Terms of Use, you
acknowledge that use of the service results in interstate data transmissions.
8. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding
online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws
regarding the transmission of technical data exported from the United States or the country in which
you reside.
9. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
Abacus does not claim ownership of Content you submit or make available for inclusion on the
Service. However, with respect to Content you submit or make available for inclusion on publicly
accessible areas of the Service, you grant Abacus the following worldwide, royalty-free and non-
exclusive license(s), as applicable:
* With respect to photos, graphics, audio or video you submit or make available for inclusion on
publicly accessible area of the Service other than Abacus Groups, the license to use, distribute,
reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely
for the purpose for which such Content was submitted or made available. This license exists only for
as long as you elect to continue to include such Content on the Service and will terminate at the
time you remove or Abacus removes such Content from the Service.
* With respect to Content other than photos, graphics, audio or video you submit or make
available for inclusion on publicly accessible areas of the Service other than Abacus Groups, the
perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt,
publish, translate, publicly perform and publicly display such Content (in whole or in part) and to
incorporate such Content into other works in any format or medium now known or later developed.
10. INDEMNITY
You agree to indemnify and hold Abacus and its subsidiaries, affiliates, officers, agents, employees,
partners and licensors harmless from any claim or demand, including reasonable attorneys' fees,
made by any third party due to or arising out of Content, post, transmit or otherwise make available
through the Service, your use of the Service, your connection to the Service, your violation of the
TOU, or your violation of any rights of another. Our work is done on a commercial best efforts basis.
You agree to indemnify Abacus, our affiliated companies and our and their respective officers,
directors, employees, advisors, members, equity holders and agents against claims, damages, costs,
liabilities, losses and expenses, including attorneys’ fees and expenses arising out of this TOU, our
engagement by you, or our services, except to the extent there has been a final judicial or arbitration
determination that such damages were caused by our gross negligence and willful misconduct. In
addition, you agree no indemnified person will have any liability or obligation for any damages
suffered or incurred by you, your company or any other person or entity, except and only to the extent
there is a final judicial or arbitration determination that such damages were caused by our
negligence and willful misconduct. Abacus and its licensors shall not be responsible or liable for the
accuracy, usefulness or availability of any information transmitted or made available via the Service,
and shall not be responsible or liable for any trading or investment decisions based on such
information. The Content is presented for informational and educational purposes only, and are not
an offer or solicitation for the purchase or sale of any securities or financial instruments or to provide
any investment service or investment advice. The Content is not intended for distribution to, or use
by, any person or entity in any jurisdiction or country where such distribution or use would be contrary
to local law or regulation. Not all products and services are available for all institutions or in all
geographic areas. Your eligibility for particular products and services is subject to final Abacus
determination and acceptance. Abacus or its suppliers may discontinue or make changes in the
information, products or services described herein at any time. Because of the possibility of human
and mechanical error as well as other factors, Abacus and third party data providers are not
responsible for any errors in or omissions from the information contained in or accessed through the
Abacus website (including all information, tools and materials contained on the website). All such
information is provided as is and as available to the user without express or implied warranties of any
kind including the warranties of merchantability, non-infringement of intellectual property or fitness
for any particular purpose. Furthermore, Abacus will not be liable for any delay, difficulty in use,
inaccuracy of information, computer viruses, malicious or harmful code or other defect in this
website, any incompatibility between this website and files and the user's browser or other site
accessing program, or any other problems experienced by the user due to causes beyond Abacus'
control. No license to the user is implied in these disclaimers. Except as may be otherwise expressly
provided by written agreement between Abacus and the user, Abacus will have no tort, contract or
any other liability to the user or any third party arising in connection with the use of the Abacus
website, or reliance on any information or services provided at this website. Abacus will under no
circumstances be liable to the user or any third party, regardless of the form of action, for any lost
profits or lost opportunity, or any indirect, special, consequential, incidental or punitive damages
whatsoever, even if Abacus has been advised of the possibility of such damages. You agree that
under no circumstances will Abacus be held liable for computer, internet, or related technical
failures or delays and that any such failures or delays which may result in our inability to perform our
service(s) do not justify a refund of any amounts due or paid to Abacus. You agree that a failure by
Abacus to meet the proposed or requested deadline delivery of the answer will not constitute a
breach of this engagement nor justify any amounts paid to be refunded. In posing your question or
project to us, you agree to cooperate and furnish to us accurate information which we may
reasonably request due to the uniqueness of your circumstances. We are entitled to rely upon the
timeliness, accuracy and completeness of all such information you provide us as well as third-party
information we may obtain independently of Abacus from reputable public sources without
independent verification. You assume full and complete responsibility to determine the financial risks
from actions associated with our answers or advice. We make no guarantee or representation that we
will be successful in solving your problem or answering your questions to completion.
11. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial
purposes, any portion of the Service, use of the Service, or access to the Service.
12. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Abacus may establish general practices and limits concerning use of the
Service. You agree that Abacus has no responsibility or liability for the deletion or failure to store any
messages and other communications or other Content maintained or transmitted by the Service. You
further acknowledge that Abacus reserves the right to unilaterally modify these general practices and
limits from time to time without granting recourse to you.
13. MODIFICATIONS TO SERVICE
Abacus reserves the right at any time and from time to time to modify or discontinue, temporarily or
permanently, the Service (or any part thereof) with or without notice. You agree that Abacus shall not
be liable to you or to any third party for any modification, suspension or discontinuance of the
Service.
14. TERMINATION
You agree that Abacus may, under certain circumstances and without prior notice, immediately
terminate Service. Cause for such termination shall include, but not be limited to, (a) breaches or
violations of the TOU or other incorporated agreements or guidelines, (b) requests by law
enforcement or other government agencies, (c) a request by you, (d) discontinuance or material
modification to the Service (or any part thereof), (e) unexpected technical or security issues or
problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities,
(h) nonpayment of any fees owed by you in connection with the Services, and/or (i) any other reason
Abacus deems reasonable within the ordinary course of business. Further, you agree that all
terminations for cause shall be made in Abacus’ sole discretion and that Abacus shall not be liable to
you or any third party for any termination of your account, any associated email address, or access to
the Service.
15. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers found on
or through the Service, including payment and delivery of related goods or services, and any other
terms, conditions, warranties or representations associated with such dealings, are solely between you
and such advertiser. You agree that Abacus shall not be responsible or liable for any loss or damage
of any sort incurred as the result of any such dealings or as the result of the presence of such
advertisers on the Service.
16. LINKS
The Service may provide, or third parties may provide, links to other unrelated World Wide Web sites
or resources. Because Abacus has no control over such sites and resources, you acknowledge and
agree that Abacus is not responsible for the availability of such external sites or resources, and does
not endorse and is not responsible or liable for any Content, advertising, products or other materials
on or available from such sites or resources. You further acknowledge and agree that Abacus shall
not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be
caused by or in connection with use of or reliance on any such Content, goods or services available
on or through any such site or resource.
17. ABACUS’ PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with
the Service ("Software") contain proprietary and confidential information that is protected by
applicable intellectual property and other laws. You further acknowledge and agree that Content
contained in sponsor advertisements or information presented to you through the Service or by
advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and
laws. Except as expressly authorized by Abacus or advertisers, you agree not to modify, rent, lease,
loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in
part. Abacus prohibits you from using the object code of its Software for any reason including to
copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt
to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer
any right in the Software. You agree not to modify the Software in any manner or form, nor to use
modified versions of the Software, including (without limitation) for the purpose of obtaining
unauthorized access to the Service. You agree not to access the Service by any means other than
through the interface that is provided by Abacus for use in accessing the Service.
18. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
A. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. ABACUS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS,
EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
b. ABACUS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS,
PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR
REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-
FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE
ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR
OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET
YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
Furthermore you should carefully understand that unless specifically and explicitly agreed to in
writing, we may elect any form in which to provide our Services. Items such as written reports,
financial spreadsheets, management presentations, research documents, informational references,
data sets, video conferencing, or site visits are performed only at our election. If such specific items
are offered by us or requested by you, we may request reimbursement in advance for direct and out-of-
pocket expenses we may incur to provide such services.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
ABACUS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT
EXPRESSLY STATED IN THE TOU.
e. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN
EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR
WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED
EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR
EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT
YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE
SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING
SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE
TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR
CONVULSIONS.
19. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ABACUS AND ITS SUBSIDIARIES,
AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE
LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ABACUS HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY
TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND
SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED
OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR
FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE
SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
20. TERMINATION
The terms of this TOS that are not intended to be subject to survival shall terminate at the sooner of
the delivery of the answer to the client or at such time Abacus unilaterally terminates the
engagement in which case notification is not required.
21. DEPOSITS, FEES, AND MONIES PAID
All deposits, fees, and monies paid by client are non-refundable.
22. NO THIRD-PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOU, there shall be no third-party
beneficiaries to this agreement.
23. NOTICE
Abacus may provide you with notices, including those regarding changes to the TOU, by email,
regular mail or postings on the Service.
24. USE OF CONTENT AND SERVICES
Access to this Content and Service is provided to you on a conditional basis in additional to, and not
to supercede any other access or other agreements between you and Abacus. You agree that neither
Abacus nor any third party providers will have any liability to you for any untimely, inaccurate or
incomplete Content or Service, any failure, interruption or delay in the transmission of any Content or
Service, or any loss or damage resulting therefrom. Content posted on the website is published as of
its stated date or, if no date is stated, the date of first posting. Neither Abacus nor any other party has
undertaken any duty to update any such Content. If the date of publication displayed on the website
is different from the date of the document, the date displayed as part of the document will be the
official date. Content has been obtained from sources believed to be reliable, but we do not warrant
its completeness or accuracy. Content may be printed for your use, provided, however, that third party
exchange data may not be downloaded, printed or redistributed for any purposes whatsoever. Content
may not be duplicated, copied, re-disseminated or re-distributed. Re-dissemination and re-distribution
includes, without limitation, making any such Content available via the Internet or via any other
electronic means of access. You agree that the foregoing prohibitions shall survive the termination of
this TOU agreement. The content contained in the Abacus Website, including but not limited to all
design, text, sound recordings and images, are owned, except as otherwise expressly stated, by
Abacus. Except as otherwise expressly stated herein, they may not be copied, transmitted,
disseminated, displayed, performed, distributed (for compensation or otherwise), licensed,
reproduced, altered, framed, stored for subsequent use or otherwise used in whole or in part in any
manner without Abacus’ prior written consent or the relevant information providers, except to the
extent permitted by the Copyright Act of 1976. Abacus’ name, logos, graph logos, formats, titles,
characters, names, graphics, icons, diagrams, illustrations, and photographs, unless otherwise
acknowledged, are service marks or trademarks of Abacus. The completion fee is payable only if you
wish to receive our answer to your question. The completion fee is nonrefundable and must be paid
in order to receive our answer and any ancillary services or information. The completion fee is
independent of the value related to your question and the number of questions you ask. The
completion fee must be paid in full and in acceptable form as determined by Abacus before any
work may commence.
25. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL
PROPERTY INFRINGEMENT
Abacus respects the intellectual property of others, and we ask our users to do the same. Abacus may,
in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who
may be repeat infringers. If you believe that your work has been copied in a way that constitutes
copyright infringement, or your intellectual property rights have been otherwise violated, please
provide Abacus’ Copyright Agent the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of
the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been
infringed;
3. a description of where the material that you claim is infringing is located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by
the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your Notice
is accurate and that you are the copyright or intellectual property owner or authorized to act on the
copyright or intellectual property owner's behalf.
26. GENERAL INFORMATION
Entire Agreement. The TOU constitutes the entire agreement between you and Abacus and governs
your use of the Service, superseding any prior agreements between you and Abacus with respect to
the Service. You also may be subject to additional terms and conditions that may apply when you
use or purchase certain other Abacus services, affiliate services, third-party content or third-party
software.
Choice of Law and Forum. The TOU and the relationship between you and Abacus shall be
governed by the laws of the State of Georgia without regard to its conflict of law provisions. You and
Abacus agree to submit to the personal and exclusive jurisdiction of the courts located within Fulton
county in the state of Georgia. All parties to this Agreement have an interest in avoiding costly
litigation. Should a dispute arise between the parties related to this Agreement or our services
hereunder (including the scope and validity of this arbitration provision), all parties agree all such
disputes shall be resolved exclusively by binding arbitration conducted through the American
Arbitration Association in Atlanta, Georgia. Each party will be responsible for its own legal and expert
fees and expenses, and you and we will share equally the expenses of the arbitrators and the other
related costs of arbitration.
Waiver and Severability of Terms. The failure of Abacus to exercise or enforce any right or provision
of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found
by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should
endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions
of the TOU remain in full force and effect.
No Right of Survivorship and Non-Transferability. You agree that your Abacus account is non-
transferable and any rights to your Abacus ID or contents within your account terminate upon your
death. Upon receipt of a copy of a death certificate, your account may be terminated and all
contents therein permanently deleted.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or
cause of action arising out of or related to use of the Service or the TOU must be filed within one (1)
year after such claim or cause of action arose or be forever barred.
The section titles in the TOU are for convenience only and have no legal or contractual effect.
Copyright © 2007 AbacusTD LLC
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