Welcome to the Web site for Online Disclosure! Take time to read the following terms and conditions, since they govern all access to and use of this Web site.
The following definitions apply to this Agreement:
"You," the "user," or "users" include you, your parent, affiliate, subsidiary and related companies, and the officers, directors, employees, agents, representatives, personnel, independent contractors, consultants, subcontractors, licensors and other third-party providers of yours and theirs.
"Online Disclosure" means and includes any affiliated companies it may have.
"Site" means the Internet Web site known by the universal resource locators ("URLs") and domain names: http://www.onlinedisclosure.com or any other URLs or domain names of Online Disclosure, and all pages, sections, areas and parts of it and "Information" (as defined herein) displayed, presented or found at or through it.
"Information" means and includes: (1) all official statements, offering documents, bond-issue information, terms and conditions, representations, offerings, investment opportunities, functions, services and features, as well as all text, content, data, information, video, audio, images, messages, advertising, marketing, promotional, and other materials and items that are published, provided, presented, found, offered, described and/or made available at or through the Site, regardless of whether Online Disclosure or a third party is the original author of, or is responsible for, the information; and (2) all pages, areas and parts thereof that are accessible and made available to the user. The term "Information" also includes "Trademarks" (as defined herein).
"Documents" means materials and documents of third parties submitted by Online Disclosure and published or found at or through the Site, including without limitation, official statements, offering documents, bond-issue information, terms and conditions of or representations regarding offerings or investment opportunities. "Information" (as defined herein) also includes "Documents."
This Site and operated by Online Disclosure under a license provided to Online Disclosure by Clements Printing Company, L.L.C.("Clements"). The "Information" found at the Site, whether provided by Online Disclosure independently or in conjunction with other parties, including without limitation bond offerors and issuers, represents valuable and exclusive property and proprietary assets or materials of Online Disclosure. The Information is copyrighted material of the respective owner and protected by the terms and conditions of this Agreement and other terms and conditions found at the Site and by the statutes, regulations, ordinances, judicial and governmental decisions, requirements and other laws of the fifty states, as well as of the federal government of the United States of America, including without limitation, those governing agreements, contracts, commercial engagements and those protecting intellectual property and other proprietary rights, and U.S. and international copyright laws and other law. All logos, page headers, custom graphics, images, buttons, graphics, icons, symbols, trade names, trademarks, service marks, and other names, descriptions, brands and marks, whether registered or not ("Trademarks") found at the Site or in the Information are owned by Online Disclosure, Clements or others, and are protected by such laws, including those specifically addressing rights of trademark owners. In addition, the software components belong to Clements and the hardware components, electronically-stored databases, and individual items within those databases that comprise the computer networks and systems that operate the Site and are used to make Information available at the Site also belong Online Disclosure and, in some cases Clements or other third-party providers (regardless of the owner, defined as the "System"), and also represent the proprietary property of Online Disclosure or its third-party providers.
Neither Online Disclosure nor its third-party providers are granting or transferring to you or any other person or entity, by virtue of access or use of this Site, any title or any ownership rights or interests in any Information found at the Site or accessed or used through it, including without limitation the Trademarks, the System, or any other Information or asset belonging to Online Disclosure, Clements or a third-party provider.
Unless you obtain prior authorization under a written agreement with Online Disclosure and Clements, you may not create or establish any link between your own Web site or that or a third party site and the Site. You may, however, create a link from your personal computer or Web site to the Site home page for your personal use. Your link may not, however, use any Trademarks or Information of Online Disclosure, Clements or any third-party providers.
On the condition that you abide by agree that your use is governed by the terms and conditions of this Agreement, Online Disclosure hereby grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to access and use the Information found at the Site at the Site for the limited purposes expressly permitted in this Agreement. You may view, display, download into the memory of your own personal computer and make one printed copy of the Information found on the pages of this Site; provided, however, (1) that you do so only for purposes of receiving, accessing, analyzing and using the Information made available at the Site on the System in accordance with the terms and conditions hereof, for your personal, non-commercial use only; and (2) that you do not remove, alter, change, obscure or delete any copyright, trademark, or other proprietary notice or legal notices in or on any portions of the Site. No rights are granted to you except those expressly stated here.
If, at any time, Online Disclosure requires registration in order to access or use any areas or Information at this Site, you agree to: (a) provide true, complete, accurate and current data, as requested in the registration process (the "Registration Data"); (b) maintain and update the Registration Data promptly as required herein; (c) prevent unauthorized access or use by you or others by use your user identification number and/or passwords; (d) report any unauthorized use or disclosure of your password or other breach of Site security; and (e) not assign or transfer (or attempt to do the same) any rights granted to you under this Agreement. Online Disclosure reserves the right to suspend, and/or to refuse any further, access or use of the Site or Information, if Online Disclosure learns or reasonably suspects that your Registration Data is false or inaccurate, if you refuse to provide complete and updated registration information, or you misuse or permit another to use your password who is not authorized to do so.
As a condition of your rights to access or use this Site, you must use the Site and all Information found at the Site for lawful purposes only and only as expressly permitted in this Agreement. As a condition of your access and use rights to the Site and Information, you agree to NOT do any of the following, in any manner whatsoever, alone or through any other person or entity, and your compliance is something that Online Disclosure, in its sole and absolute discretion, shall determine:
- Copy, reproduce, store, resell, rent, lease, grant a security interest or transfer a right in, sublicense, distribute, redistribute, broadcast, transfer, publicly display, publish, adapt, modify, translate, create derivative works from, time-share, de-compile, reverse-engineer, reverse-compile, export any information or technology from, or allow any access to or use of - except as expressly authorized in this Agreement - the System, the Documents on the System, the Site, or of any part thereof;
- Restrict or inhibit any authorized users from accessing or using the System, Site, Information or Documents;
- Transmit to or introduce at the Site any viruses or harmful software, program, code, utility, material, routine or material or thing intended to damage, interfere with, disrupt, intercept or expropriate the Site, the Information at the Site, the System, or any other system, program, network, Web site, data, information, or activities associated with those items ("Viruses"), or otherwise implement or engage in on-line activities, attacks or actions in a manner that involves, or with a purpose of creating, a disruptive, surreptitious, detrimental or other harmful effect, including without limitation, by excessive use of scripts, sound waves, scrolling (repeating the same message over and over), or by means of hacking, or denial of service events ("System Attacks");
- Impersonate any person or entity or falsely state or otherwise misrepresent your professional or other identity or affiliation or that of anyone else, or provide false, inaccurate or misleading information in connection with accessing or using the Site or the System; or
- Use the System or the Site for any purposes that are unlawful or illegal or that could give rise to civil or criminal liability or actions against Online Disclosure, you, or any third party (including, without limitations, Clements).
- Use the Site, the Information, the System, or the Documents for any unlawful or illegal purposes or post, submit, upload, e-mail or otherwise transmit any information, documents, materials or communications at, to or through the Site that would constitute a violation of, or engage in or encourage conduct that violates any law, regulation or legal requirement or any local, state, national or international governmental entity, including without limitation: (1) those pertaining to the export and import of goods and technology data; (2) regulations of the United States Securities and Exchange Commission and/or the rules or regulations of any securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange, the NASDAQ or any state securities commission); or (3) any laws, rules or regulates of any governmental entity that might govern the issuance of bonds or any public or private investment opportunity.
- Post, submit, upload, e-mail or otherwise transmit any content, material or other thing at, to or through the Site that (1) is threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, indecent, harassing, derogatory, rude, abusive, offensive, hateful, or otherwise objectionable in any way (including, e.g., to anyone because of race, ethnicity, gender, national origin, age), or that may harm minors, or is unlawful in any similar or other way; (2) infringes or violates the rights of others, including without limitation, copyright, trademark, trade secret or other intellectual property and proprietary rights, privacy or publicity rights; or (3) has an advertising, marketing, promotional or other business or commercial purpose.
You shall be solely liable for any lawsuits, claims, proceedings, actions, harm and other liability, or any damages, losses, expenses, fees, judgments, awards, penalties, settlement amounts, fines, or other costs associated therewith ("Damages") resulting from use or any misuse of the Site, System, Documents or Information, including without limitation, violation of the restrictions, limitations and conditions upon use and infringement of copyright, trademark or other proprietary right, and any other Damages.
This Site may point or link to other Web sites or to Web pages or documents hosted on other Web sites ("Linked Sites"). None of the links create or constitute, nor are they intended to create or constitute, any legal affiliation or relationship between Online Disclosure and any other person, company or entity which owns or operates a Linked Site, or any liability or responsibility on the part of Online Disclosure for such third parties, all of which Online Disclosure hereby disclaims. Online Disclosure does not own or control the Linked Sites and is not the author or owner of any third-party Documents or other Information. Accordingly, Online Disclosure cannot represent or guarantee that the Linked Sites will be accessible or operational or the user will be able to reach the Linked Sites, and the links should not be construed as an endorsement by Online Disclosure of any Information or Documents of a third party, or anything else you find at the Linked Sites. Therefore, Online Disclosure is not responsible or liable to you for any Damages, all of which they hereby disclaims, related to your attempt to link from this Site to any Linked Site, your use of or reliance upon the Linked Sites or any third-party Documents or other Information accessed from or found at this Site or any Linked Site, or any statements, advice, warranties, guaranties, representations, endorsements or communications associated therewith.
Disclaimer of Online Disclosure Responsibility and Notice Regarding Investment Decisions and Information:
The Documents and other Information of third parties, including without limitation, third-party bond issuers and offerors, published or otherwise made available for your consideration and future investment-related activities, which may also be made available via links to third-party Linked Sites, are provided at or through this Site and by Online Disclosure for your convenience and for informational purposes only. REFERENCES TO AND PUBLICATION OF ANY SPECIFIC BONDS, INVESTMENT DEVICES, SUBSCRIPTIONS, AND/OR SECURITIES DOES NOT CONSTITUTE AN OFFER TO BUY OR SELL SECURITIES, NOR DOES IT CONSTITUTE INVESTMENT ADVICE. Online Disclosure is not providing, and it disclaims all responsibility for giving, any investment advice, advocating the purchase or sale of any bond, security or other investment. You are hereby advised that the past performance of any bond, investment, subscription, security or investment strategy cannot guarantee its future performance, and Information and/or Documents on the Online Disclosure Site are not intended to be the basis of, nor should they be relied upon in making, an investment strategy or investment in any bond, security or other investment.
Responsibility of Third Parties and the User:
The Information and Documents provided at the Site or a Linked Site are the sole responsibility of the owners or offerors and their agents, representatives or brokers, and Online Disclosure IS NOT responsible for any Documents, Information, services, content or investment opportunities, advice or other statements or representations of such third parties that Online Disclosure provides or makes available to you at or through this Site. You are hereby advised and you acknowledge that Online Disclosure is not a governmental entity, a bond issuer or offeror, a registered broker dealer or mutual fund company. You acknowledge and agree that neither Online Disclosure nor Clements endorses or recommends, and that neither Online Disclosure nor Clements has any responsibility or liability for, and Online Disclosure and Clements hereby disclaims all Damages for: (1) any bond or other investment opportunity, any products or services, or any promotions, advertisements, recommendations, representations, or other content, communications or materials discussed or described at this Site, including without limitation, in Documents or third-party Information, or of any broker dealer or mutual fund company; or (2) the activities of any third-party providers or third parties in connection with this Site or the Information found at the Site; or (3) any transactions, communications and other dealings with third-party providers and third parties, including Documents and other official statements, the terms and conditions of bond issues or offers, or sales, payment and delivery, or execution, quality or performance of same, all of which are strictly a matter between you and the third-party providers.
The following disclaimers and limitations of liability are made on behalf of Online Disclosure and its third-party providers (including, without limitations, Clements):
YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. TO THE EXTENT SUCH LAWS APPLY, THE DISCLAIMERS, EXCLUSIONS AND/OR LIMITATIONS OF DAMAGES, WARRANTIES AND/OR LIABILITY STATED IN THIS AGREEMENT DO NOT APPLY TO YOU.
Disclaimer of Information at the Site:
The purpose of the Site is to provide investment, bond and other information to its users and is not intended to provide investment or financial advice. Online Disclosure does not represent, warrant or guarantee the accuracy, completeness or timeliness of, or otherwise endorse, the views, opinions or recommendations found at or posted on the Site. Further Online Disclosure does not advocate the purchase or sale of any bond, security or investment, or the use of any particular investment or trading strategy.
Disclaimer of Warranties:
ALL INFORMATION AND OTHER MATERIALS, PRODUCTS, SERVICES AND FEATURES ON THIS SITE ARE PROVIDED "AS-IS" - WITH ALL FAULTS, LIMITATIONS AND ERRORS - BASIS AND WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY FROM Online Disclosure WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR ARISING BY STATUTE OR LAW OR ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT, ALL OF WHICH Online Disclosure HEREBY DISCLAIMS.
Disclaimer Regarding Site Access:
Online Disclosure SHALL HAVE NO RESPONSIBILITY TO PROVIDE YOU WITH ACCESS TO THE SITE OR ANY LINKED SITE, THE SYSTEM, OR ANY DOCUMENTS, INFORMATION, PRODUCTS, SERVICES, TOOLS OR FEATURES OFFERED, ACCESSED OR USED AT OR THROUGH THE SITE OR ANY OF THE LINKED SITES. FURTHER, Online Disclosure SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE TIMELINESS OR CORRECT SEQUENCING OF, OR ANY DAMAGES DUE TO THE UNAVAILABILITY DURING ANY PERIOD OF INTERRUPTION OR DELAY IN SERVICE OF, ANY OF THE FOREGOING, REGARDLESS OF THE CAUSE (WHETHER EQUIPMENT, SOFTWARE, SYSTEM, UTILITY OR DATA-LINE INTERRUPTION OR FAILURE).
Limitations of Liability:
YOU HEREBY ACKNOWLEDGE AND AGREE THAT Online Disclosure IS NOT RESPONSIBLE FOR ANY ACCESS OR USE BY YOU OF THE SITE OR INFORMATION FOUND OR PRODUCTS, SERVICES OR OTHER ITEMS PURCHASED OR ACQUIRED AT OR THROUGH THE SITE OR THROUGH ANY LINKED SITE OR THIRD PARTY WHOSE DOCUMENTS OR INFORMATION ARE FOUND AT THE SITE, OR FOR ANY DAMAGES CAUSED BY SAME.
General Disclaimer of Damages:
Online Disclosure HAS NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE FOR ANY DAMAGES THAT MAY RESULT FROM OR IN CONNECTION WITH ACCESS OR USE OF THE SITE OR INFORMATION AT THE SITE OR PRODUCTS, SERVICES OR OTHER ITEMS PURCHASED OR LICENSED AT OR THROUGH THE SITE, INCLUDING WITHOUT LIMITATION, ACTUAL OR DIRECT DAMAGES OR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF THE LEGAL THEORY UPON WHICH THEY ARE BASED. Online Disclosure HEREBY DISCLAIMS ALL SUCH DAMAGES.
INDEMNIFICATION FROM THE USER:
YOU SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD Online Disclosure AND ITS THIRD-PARTY PROVIDERS (INCLUDING, WITHOUT LIMITATIONS, CLEMENTS) HARMLESS FROM AND AGAINST ALL DAMAGES DUE TO CLAIMS ARISING FROM OR RELATED TO YOUR ACCESS OR USE OF THIS SITE, THE SYSTEM, AND/OR ANY DOCUMENTS, INFORMATION OR BONDS OR OTHER INVESTMENTS OR SECURITIES OBTAINED AT OR THROUGH ANY INFORMATION OR SERVICES OFFERED ON THE SITE OR THE SYSTEM.
You are solely responsible for providing, maintaining, supporting, operating and paying for all equipment, operating systems, browsers, applications, and other hardware, software and system components, as well as telephone, cable or data communications lines and connections, that are necessary to access and use the Site through the Internet. Online Disclosure reserves the right to refuse assistance to or to charge additional fees if you seek assistance from Online Disclosure regarding use of your system or equipment or basic background computer or Internet-use information or any other matters not directly related to the operation of the Online Disclosure Web site.
MINORS AND THE CHILD ON-LINE PRIVACY AND PROTECTION ACT:
Pursuant to 47 U.S.C. Section 230(d) as amended, Online Disclosure hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at: http://www.eff.org/pub/Censorship/Ratings_filters_labelling/ (which is the Electronic Frontier Foundation Web site) and at the Web site for America Links Up, http://www.netparents.org/parentstips/browsers.html
Your rights to use this Site shall terminate immediately upon your violation of any of the terms, conditions or restrictions stated in this Agreement, without the necessity of Online Disclosure's sending you notice or otherwise advising you of your loss of rights. Termination or cancellation of this Agreement shall not affect any right or relief to which Online Disclosure may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to Online Disclosure.
If Online Disclosure or any of its third party providers (including, without limitations, Clements) brings a lawsuit, claim or other proceeding against you to enforce this Agreement or brings you into one in connection with enforcement of the Agreement (a "Claim"), Online Disclosure or any of its third party providers (including, without limitations, Clements) shall be entitled to recover from you (and you agree to pay), in addition to all Damages that may be awarded, reasonable and necessary attorney's fees and any costs of litigation. This Agreement shall be governed by the laws of the state of Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. To the extent allowed by applicable law, any Claim arising from or relating to your access and use of the System contemplated by this Agreement must be instituted within two (2) years from the date upon which such Claim arose or accrued. Further, any such Claim may only be brought in the state or federal courts located in Dallas, Dallas County, Texas. You agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Texas as your agent for service of process. If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision); and, as so reformed or modified, fully enforce this Agreement.
The terms of this Agreement, as posted at the Site, constitute the entire and exclusive agreement between you and Online Disclosure regarding the Site and its use and supersede all other agreements, understandings and communications regarding the subject matter of this Agreement, if any, both oral or written, whether made prior or subsequently to or contemporaneously with your use of the Site. Online Disclosure retains the right to modify the terms or conditions of this Agreement at any time without notice or warning. You are bound to all changes Online Disclosure may make to these terms and, therefore, should periodically revisit these terms and review them to make sure you comply with all changes. If at any time you cannot comply with any of the terms and conditions of this Agreement, then you should terminate and discontinue all access to and use of the Site. The third party provides (including, without limitations, Clements) the interested third party beneficiaries of this Agreement.
Legal Compliance; Authorizations. You are responsible for obtaining and securing, and shall obtain and secure, any and all authorizations, licenses and permits required by any United States or foreign governmental or judicial authority in connection with use of this Site, including without limitation, for the export of any data, software, documents, technology or other matter subject to export control laws and regulations or any governmental authority. Unless otherwise specified, the Information found at or accessible through this Site is presented solely to provide data regarding Online Disclosure and to promote Online Disclosure and, as applicable, third-party provider products available in the United States, its territories, possessions and protectorates. The Site is controlled and operated by Online Disclosure from its offices within the state of [Texas], the United States of America. Online Disclosure makes no representation that Information found at or accessible through this Site is appropriate or available for use outside the United States. Users electing to access the Site from outside the United States acknowledge that they do so on their own initiative and are responsible for compliance with all applicable local laws. Software available at or accessible through this Site is further subject to United States export controls. No software may be downloaded or otherwise exported or re-exported (A) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods, or (B) to anyone on the U.S. Treasury Department's Office of Foreign Assets Control's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Deny Orders. By using the Site, you represent and warrant that you (1) are not a national or resident of any such embargoed country, nor are you located in or under the control of one; and that you (2) are not on the aforementioned lists.
As applicable, the Information found at this Site, to the extent it is commercial or noncommercial computer software, along with any related documentation, is provided with RESTRICTED RIGHTS, and is subject to all proprietary rights of Clements therein. Use, duplication, or disclosure by the U.S. Government is subject to the laws and regulations applicable thereto and the restrictions set forth in the applicable provisions of The Rights in Technical Data and Computer Software clauses of the Code of Federal Regulations, including without limitation, those found at Chapter 48 Subpart 227.72 and � 252.227-7014(b)(3)(ii). Use of the Information or related documentation constitutes acknowledgement by the Government of Clements proprietary rights in and to it.
Pursuant to 17 U.S.C. Section 512, as amended by Title II of the Digital Millennium Copyright Act (the "Act"), Online Disclosure reserves the right, but not the obligation, to terminate your license to use this Site if Online Disclosure determines in its sole and absolute discretion that you are involved in any activity that may be infringing, including alleged acts of first?time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Online Disclosure accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), as amended, Online Disclosure has implemented procedures for receiving written notification of claimed infringements and for processing such Claims in accordance with the Act. The designated agent of Online Disclosure to receive notification of infringement is:
PO Box 69
Grapevine, Texas 76099
In addition, any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right, should be sent to the designated agent listed above and must include the following information:
A. A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed.
B. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site. Similarly for other types of infringing materials, a list of such materials.
C. Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
D. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and/or electronic mail address.
E. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law.
F. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or on behalf of the person defamed.