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This Account Agreement (“Agreement”) governs your creation of an account through the website located at www.BancList (the “Site”) and your use of the Site. The Site is provided by CBL.NET, LLC (hereinafter “BancList”). The Site provides, among other things, the ability for account holders to post a notice of intent to buy or sell stock in a securities issuer the account holder wishes to acquire or sell (each such notice a “Listing”) and the ability for account holders to view such Listings. For the purposes of this Agreement, (i) the “Site” includes all Content and Available Features, (ii) “Available Features” means any features, services or products discussed, referenced, provided or offered through or on the Site, and (iii) “Content” means all content, including, without limitation, all text, Submissions, trademarks, written material, computer code, look and feel, trade dress, technical information and advertisements appearing on or otherwise making-up the Site.
IF YOU DO NOT ACCEPT THIS AGREEMENT, CLICK ON THE [“I DECLINE”] BUTTON BELOW TO EXIT THIS ACCOUNT SET-UP PROCESS.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ESTABLISH AN ACCOUNT OR SUBMIT OR RESPOND TO ANY LISTING.
ESTABLISHING AND USE OF AN ACCOUNT. You must establish an account in order to access/use certain Content and Available Features. You may submit an account request on or through the Site if you are (i) at least 18 years of age, (ii) located within the United States when you use the Site, (iii) able to form legally binding agreements, and (iv) qualified to make your own financial decisions. You are not permitted to request an account if you do not meet the above criteria. Note: Use of the Site may be prohibited or restricted in countries outside the United States. If you access and use the Site from outside the United States, you do so at your own risk and you are responsible for complying with the laws and regulations of the territory where you use the Site.
You may not maintain more than one active account through the Site. When you register for an account through the Site, you must (i) provide accurate and truthful information about yourself, (ii) disclose in your user profile if you are a broker-dealer, an associated person of a broker-dealer or a person who has a state securities license, and (iii) update your information from time to time as necessary to keep your registration information current and accurate. BancList reserves the right to terminate or suspend your account, and delete the profile corresponding to such account (and any accompanying content), at any time for any reason, including but not limited to the offenses described in paragraph 7 below. Therefore, you are advised to keep copies and records of any information regarding your account that you may wish to access if your account is terminated. You are responsible for all activities that occur under your account. Therefore, you should ensure that you protect your password and account information. Please notify BancList as soon as possible if (i) you need to change your password and account information or (ii) you suspect someone is accessing and using your account. A securities issuer that is a subscribing member of BancList reserves the right to terminate or suspend your account if they believe you are making false, misleading or otherwise injurious information about a securities issuer or existing or prospective shareholder, as well as any other offenses as described in paragraph 7 below.
MAKING A LISTING. You must be logged-in under your account in order to make a Listing. Once you are logged-in, you may make a Listing by completing the listing form (the “Add Listing” page). If the securities issuer for which you are Listing a notice of intent to buy or sell has been designated as a “Private Listing Institution” and if you have been given access to the site by the securities issuer along with a passcode, you will need to enter the passcode when prompted to complete your Listing. For the purposes of this Agreement, “Listing Period” means the number of days a Listing will be made available for viewing on the Site. Unless otherwise removed in accordance with this Agreement, such Listing will be made available for viewing through the Site for the number of days included in the Listing Period with respect to such Listing or the number of days associated with the passcode, as applicable. Unless you include your email address in the Listing itself, the email address you provide in connection with the Listing will be masked to those viewing your Listing. However, in the event you reply to an inquiry regarding your Listing, the individual receiving your response will receive your email as-is, including, without limitation, showing your email address. With respect to Listings, you may not make “two-sided quotes,” e.g., you may not post a notice that you are looking to buy a securities issuer stock at one price and post a notice that you are looking to sell that same securities issuer stock at a higher price. Such practices are prohibited on the Site.
RESPONDING TO A LISTING. You must be logged-in under your account in order to respond to a Listing. In the event you respond to a Listing, the individual receiving your response will be able to view all information you provide in connection with your response, including, without limitation, your email address.
REPRESENTATIONS AND WARRANTIES REGARDING SUBMISSIONS. By making a Submission, you represent and warrant (i) you own all right, title and interest in and to the Submission, or you have the necessary approvals and permissions to grant BancList the Submission License described above, (ii) the Submission, and the exercise by BancList of BancList rights under the Submission License in relation to such Submission, does not violate applicable law or the intellectual property rights or other rights of others, including but not limited to trade secret, copyrights, trademarks, publicity and privacy rights, and contract rights of others, (iii) the Submission does not contain software viruses, spiders, spybots, commercial solicitation, chain letters, mass mailings, or any form of spam or any other content that is prohibited under this Agreement, (iv) the Submission will be timely and accurate, and (v) the Submission does not otherwise violate applicable law or this Agreement, including, without limitation by containing content that is fraudulent, deceptive, libelous, defamatory, obscene, pornographic, adult-themed, or otherwise offensive.
In addition, a Submission shall not, nor shall a Submission provide a link or reference to content that:
promote(s) hatred, racism, bigotry, physical violence or emotional abuse against any individual or group;
is unlawful, threatening, defamatory, obscene, libelous, or otherwise contain(s) offensive content;
misrepresent(s) your identity or affiliation or connection with a person or entity;
contain(s) any false, misleading, deceptive, sexually suggestive, abusive or harassing content;
contain(s) photographs or words containing or depicting objectionable subject matter, including but not limited to photos depicting or containing the following: excessive violence, nudity, obscenity, sexual explicitness, and harassing content;
contain(s) any information or computer code that is intended to, or are likely to, damage, interfere with, alter, intercept or expropriate any data or system, such as Trojan horses, worms, time bombs, cancelbots and other unauthorized computer programming routines; or
contain(s) advertising or solicitation of any kind.
BancList does not guarantee that any Submission will not be lost or damaged or that you will be able to retrieve your Submissions. BancList reserves the right, but does not have the responsibility to monitor and remove any Submission, at any time and without notice, in BancList’s sole discretion.
VIEWING AND RESPONDING TO A LISTING. General users (“Visitors”) of the Site may be able to view Listings, in whole or in part, but only other account holders (“Registered Users”) will be permitted to respond to Listings using the functionality available through the Site.
You acknowledge and agree that:
BancList is not a registered national securities exchange, alternative trading system, securities information processor, broker, dealer or investment adviser nor does it act or serve in those capacities. You understand that BancList does not offer investment advice;
the Listings on the Site are informational only;
the Listings on the Site are not in any way to be deemed or construed to be offers or firm quotes by BancList or any of the other parties involved, and that they are merely listings of the contact information of potentially interested sellers and buyers, the number of shares of stock which may be involved in a trade and the proposed price at which a trade could occur;
the Listings on the Site may be out-of-date and, as a result, any or all shares contained in a Listing may no longer be available for trade or the individual making a Listing may no longer be interested in acquiring those shares of stock listed in a Listing; and
BancList does not participate in any way in the execution or facilitation of trades. Any and all trades between account holders that may occur are subject to the securities issuer terms, conditions and restrictions; all of which are independent of BancList or any of its affiliates, and over which BancList asserts no control.
AVAILABLE FEATURES. The extent and functionality of Available Features on the Site, including, without limitation, those features available for creating, managing and/or responding to a Listing, may vary from time to time. The features listed below are some features that may be available with respect to creating, managing and/or responding to a Listing; however, any or all of the listed features may not be available at this time or at any time, and BancList reserves the right to modify the functionality offered with or without notice to you.
ability to insert comments when you create a Listing;
ability to list the number of shares related to a Listing;
ability to choose, from a menu, the name of the securities issuer referenced in your Listing; and
ability to reply to Listings.
RESERVATION OF RIGHTS. BancList reserves the right in its sole discretion (i) not to accept any account creation request and/or Listing, and (ii) to remove any Listing. BancList does not guarantee the publication of any Listings on the Site deemed, in the sole discretion of BancList, to be in violation of this Agreement.
RESTRICTIONS ON YOUR USE OF THE SITE. You must, at all times while using the Site, obey the law and be courteous and polite. For example, you may not, while using the Site:
request, or otherwise attempt to obtain or store, personal information, passwords, account information or any other type of information of other users;
access or use another person’s account;
disguise the origin of any Submissions;
alter, modify, frame, or “mirror” any Content;
create a deep-link to the Site by by-passing the Site’s home page;
use any data mining, robots, or similar data-gathering and extraction tools in connection with the Site;
inhibit, disrupt, or otherwise prevent anyone from using or accessing the Site or interrupt any user’s experience on the Site, including but not limited to acting in any manner that disrupts users’ real-time exchanges or hacking or defacing any portion of the Site;
interfere with or disrupt the Site, or servers or network connections to the Site;
disobey any requirements, procedures, policies or regulations of networks connected to the Site;
modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site;
attempt to gain unauthorized access to the Site (or any portion thereof), any Listing, any other systems or networks connected to the Site or any server related thereto;
use the Site to intentionally or unintentionally violate any applicable local, state, national or international law or regulation; or
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.
CONTENT. BancList, its licensors (including Registered Users of the Site) or other third-parties own all Content. Such Content is protected under United States and other countries copyright, trademark and other laws and international treaty provisions, and any unauthorized use by you of this Content may subject you to civil and criminal penalties. The ownership of all Content is retained by its owner. You may not remove, obscure or otherwise deface proprietary notices appearing on any Content, including copyright, trademark and other intellectual property notices.
Though BancList takes reasonable efforts to ensure any Content BancList itself provides is accurate and timely, BancList does not (i) guarantee or warrant any Content is accurate, complete, truthful, or non-objectionable, (ii) independently verify any Content posted or otherwise made available by third-parties on or through the Site (“Third-Party Content”), or (iii) endorse any Third-Party Content. BancList reserves the right, at any time and in BancList’s sole discretion, to remove any Content from the Site without notice.
Please keep in mind when using the Site that Registered Users, (i) remain largely anonymous when using the Site, (ii) may be other than who or what they claim they are, and (iii) may have dishonest, deceitful or harmful intentions. Therefore, you should exercise extreme discretion and skepticism when evaluating Content and interacting with individuals in connection with any Listings made on the Site.
TERM AND TERMINATION. The term of this Agreement shall be perpetual from the date the parties enter into this Agreement (the “Agreement Date”). BancList may at any time in its sole discretion terminate this Agreement for any reason or no reason, including, without limitation, your alleged violation of this Agreement or repeated infringement of third-party copyrights. You may terminate this Agreement upon written notice to BancList using the contact information provided in Section 21 of this Agreement.
PRIVACY/SECURITY. Through your use of the Site, your creation of an Account, and your Submissions, you will provide us with various types of information, including, without limitation PII and Listing Information (both defined below). For the purposes of this Agreement, “Listing Information” shall mean any and all information and/or content which you place in your Listing for viewing by users (defined below) of the Site. You should not include PII in a Listing, as Listings may be publicly available, unless authorized by law or by the individual to whom such information relates. Listing Information shall be considered and treated as public information, even if such information would otherwise be considered Personal Information or confidential and BancList shall not be responsible for the publication of such information on the Site.
MODIFICATIONS. BancList may modify this Agreement at any time, in its sole discretion, upon advance notice to you in a manner BancList chooses that complies with law. In the event such modifications have a material adverse impact on you, your sole remedy is to terminate this Agreement. Failure to terminate this Agreement within ten (10) days after receiving notice constitutes acceptance of the modified terms.
WARRANTY DISCLAIMER. THE SITE IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” AS TO THE SITE, TO THE FULLEST EXTENT PERMITTED BY LAW, BANCLIST EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND/OR THAT A CERTAIN NUMBER OF USERS WILL BE AVAILABLE OR ACCESS THE SITE. YOU ASSUME ALL RESPONSIBILITY AND RISK RELATED TO YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO YOUR SUBMITTING, ACCESSING, MAINTAINING AND RESPONDING TO A LISTING. BANCLIST WILL NOT BE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USING THE SITE.
WITHOUT LIMITATION TO THE FOREGOING, BANCLIST DOES NOT: (A) MAKE ANY REPRESENTATION OR WARRANTY REGARDING ANY OF THE CONTENT ON THE SITE, INCLUDING WITHOUT LIMITATION, INFORMATION CONTAINED IN A LISTING; (B) ASSURE THAT ANY TRADE WILL OCCUR, IF AT ALL, OR AS TO ANY NUMBER OF SHARES OR AT ANY PARTICULAR PRICE; (C) WARRANT THE SITE WILL BE ACCESSIBLE; (D) WARRANT YOU WILL BE ABLE TO ENJOY THE SITE WITHOUT INTERFERENCE; (E) WARRANT THE SITE WILL FULFILL ANY PARTICULAR PURPOSE, NEED, REQUIREMENT OR SPECIFICATION OR IS COMPLETE, RELIABLE OR ACCURATE; (F) WARRANT YOUR REQUESTS TO THE SITE WILL BE HONORED ACCORDING TO YOUR SCHEDULE OR ANY STATED SCHEDULE; (G) WARRANT THE SITE WILL BE TIMELY, SECURE OR ERROR FREE; (H) WARRANT ANY ERRORS IN THE SITE WILL BE CORRECTED; OR (I) WARRANT THE SITE IS LAWFUL, APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR LOCATION.
YOUR SOLE REMEDY AGAINST BANCLIST FOR YOUR DISSATISFACTION WITH THE SITE IS TO TERMINATE THIS AGREEMENT AND CEASE SITE USE.
LIMITATION OF LIABILITY. BANCLIST SHALL NOT BE LIABLE UNDER ANY THEORY (INCLUDING NEGLIGENCE) FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, LOST PROFITS OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO YOUR SUBMITTING, ACCESSING, MAINTAINING OR RESPONDING TO A LISTING, EVEN IF BANCLIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE LIABILITY OF BANCLIST FOR ANY DAMAGES (DIRECT OR OTHERWISE), PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), DELICT OR OTHERWISE, EXCEED THE TOTAL OF ANY FEES PAID BY YOU TO BANCLIST FOR USE OF THE SITE. ANY CLAIM FOR DAMAGES IN EXCESS THEREOF IS HEREBY WAIVED BY YOU.
BANCLIST SHALL NOT BE LIABLE FOR FAILING OR DELAYING PERFORMANCE OF ITS OBLIGATIONS. BANCLIST WILL NOT BE RESPONSIBLE FOR TRANSMISSION OF DATA BETWEEN YOU (OR ANY REGISTERED USER) AND BANCLIST OR ITS SECURITIES ISSUER CLIENTS OR FOR ENSURING RECEIPT OR DISPLAY OF ANY APPLICABLE LISTING.
INDEMNIFICATION. You agree to defend, indemnify and hold harmless BancList and BancList’s officers, directors, predecessors, successors in interest, shareholders, employees, and agents (cumulatively “BancList Indemnitees”) from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees that may, at any time, arise from or relate to (a) your use of the Site, including, but not limited to your submitting, accessing, maintaining and responding to a Listing (b) any interaction or communications with other Registered Users of the Site, or (c) your breach of this Agreement.
YOU ARE NOT PERMITTED TO PROVIDE YOUR ACCOUNT INFORMATION TO ANY OTHER PERSON AND YOU ARE SOLELY RESPONSIBLE FOR ALL ACTIONS TAKEN BY YOU OR BY ANYONE USING YOUR ACCOUNT INFORMATION.
CONTACT. For all questions and issues arising under this Agreement, please use the following contact information:
Attn: BancList Support
7400 W. 132nd Street, Ste. 200
Overland Park, KS 66213-1153
GENERAL PRACTICES REGARDING USE AND STORAGE. BancList reserves the right to establish general practices and limits concerning use of, and storage space on, BancList’s servers.
APPLICABILITY OF SECURITIES LAWS. You acknowledge that federal and applicable state securities laws (including the anti-fraud and anti-manipulation provisions) apply to any Listing or transaction ultimately consummated as a result of such Listing and agree to fully comply with such laws. You understand that you are solely responsible for ascertaining whether a Listing or transaction complies with federal and applicable state securities laws, acknowledge that BancList makes no representation or warranty whatsoever with respect to compliance with these laws, and agree that BancList is not responsible, nor liable, for any Registered User’s failure to comply with such laws.
You acknowledge that the registration requirements of the federal securities laws apply to any Listing or transaction ultimately consummated as a result of such Listing, and that such securities must be registered absent an available exemption (“Registration Requirements”) and agree to fully comply with such Registration Requirements. You agree that you are solely responsible for ascertaining compliance with Registration Requirements and acknowledge that BancList makes no representation or warranty whatsoever with respect to compliance with Registration Requirements for any securities listed on the Site. You agree that BancList is not responsible, nor liable, for any Registered User’s failure to comply with such Registration Requirements.
You acknowledge that (i) any Listing or transaction ultimately consummated as a result of such Listing is subject to compliance with applicable state securities laws, and (ii) Listings may be made or responded to only to the extent lawful in the states involved. You agree to fully comply with applicable state securities laws and acknowledge that each user is responsible for ascertaining registration status, including the availability of its own state securities law exemption if applicable. You acknowledge that BancList makes no representation or warranty whatsoever with respect to compliance with applicable state securities laws for any securities listed on the website and agree that BancList is not responsible, nor liable, for any Registered User’s failure to comply with such laws.
If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
To the fullest extent permitted by law, this Agreement and any claim or dispute arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Kansas, without regard to its choice of law principles. Except as otherwise prohibited by law, any claim or dispute must be brought within one (1) year from the date such cause of action arises. Any claim or dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of state or federal courts located in Johnson County, Kansas and you hereby consent and submit to the personal jurisdiction of such courts.
You may not use, export or re-export the materials at the Site or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations.
Each party shall perform its obligations under this Agreement in compliance with all applicable international, federal, state and local laws, regulations and ordinances. This Agreement does not create any fiduciary relationships between you and BancList, BancList’s service providers or other companies that assist BancList in maintaining the Site. This Agreement does not create any relationship of principal and agent, partnership or similar relationship. Where appropriate in context, the conjunctive shall include the disjunctive, any shall include all, the singular shall include the plural, and vice versa. Section headings in this Agreement are for convenience only and have no legal or contractual effect. Sections 1-3, 6, 7, 9, 11-15, 17-20, 22-24 shall survive the termination or cancellation of this Agreement.
Any rights or obligations hereunder may not be transferred or assigned by you without the prior written consent of BancList. BancList may freely assign and delegate this Agreement and any of its rights or obligations hereunder.
(*NOTE: You must scroll to the bottom of this Agreement and click on the “I Accept” button to continue.)