domain hosting

LEGAL AGREEMENT - IMPORTANT

READ CAREFULLY: IN ORDER TO COMPLETE THE REGISTRATION PROCESS FOR NORTH OF THE BLUE, LLC INTERACTIVE INVESTMENT RESEARCH PROGRAMMING (TOGETHER WITH THE TOOLS, DATA, CHARTS, INFORMATION AND OTHER CONTENT DISPLAYED OR ACCESSIBLE THEREIN, “NOTB”) PROVIDED BY NORTH OF THE BLUE, LLC, (“NOTB"), YOU MUST CLICK THE APPROPRIATE BOX OR BOXES IN DOWNLOAD CENTRAL AND CLICK THE “I AGREE” BUTTON EVERY TIME YOU LOAD NOTB'S PROGRAMMING CODE (THE "SOFTWARE"). DOWING THIS ALLOWS YOU TO USE THE PROPRIETARY SOFTWARE PROGRAM OF NORTH OF THE BLUE, LLC THAT IS AVAILABLE FOR DOWNLOADING IN CONNECTION WITH REGISTERING FOR NOTB PROGRAMMING CODE (THE “SOFTWARE”) AND BEGIN TO ACCESS NOTB.  BY CLICKING THE “LOG ME ON. YOU AGREE TO THE CAUTIONS AND LICENSE HEREIN", YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE FOLLOWING TERMS THAT DEFINE AND LIMIT THE SCOPE OF YOUR PERMITTED USE OF THE SOFTWARE AND OF NOTB AND CONTAIN TERMS AND CONDITIONS RELATED THERETO(THIS "AGREEMENT").  IF YOU DO NOT AGREE TO THE FOLLOWING TERMS OF THIS AGREEMENT, CLICK THE “DECLINE” BUTTON, IN WHICH CASE THE REGISTRATION PROCESS WILL BE TERMINATED AND YOU WILL NOT BE PERMITTED TO DOWNLOAD ACTIVATE THE SOFTWARE OR ACCESS NOTB.

1.            Subscription Period:  As part of the registration process for NOTB, you will specify a particular initial subscription period for NOTB (or, if you are accepting a special trial subscription offer, the applicable subscription period automatically will be specified for you in accordance with the offer you are accepting) and you may elect to register for a trial subscription.  The subscription period you elect when you register or that is specified in a trial subscription offer that you are accepting (the “Initial Subscription Term”) will determine your billing period.  Unless you elect to start with a trial subscription, the term of your subscription (the “Subscription Period”) will automatically renew at the end of the Initial Subscription Term and each renewal term thereafter and will continue until NORTH OF THE BLUE, LLC or you terminate the subscription by providing notice of termination to the other, which NORTH OF THE BLUE, LLC and you are free to do at any time (to be effective, a notice of termination from you must either be by e-mail to reach us at SUPPORT@NORTH OF THE BLUE.com or by U.S. mail to NORTH OF THE BLUE, LLC, 11000 Building, Suite 100, 11000 SW Barbur Blvd., Portland, OR 97219, Attn: Customer Service; provided that (i), unless you have a trial subscription, you will be entitled to a pro-rated refund of any fee you paid for the remaining Subscription Period beginning the first day of the calendar month following the month in which the termination occurs and calculated using the monthly subscription rate for the period your subscription is in effect and through the end of the month in which termination occurs, regardless of the duration of your  Subscription Period and the corresponding subscription fee you paid; and (ii)if you paid for your fee with a credit card or bank (debit) card, any refund will be made through a credit to your credit or /bank (debit) card.  NORTH OF THE BLUE, LLC reserves the right to discontinue or modify NOTB in any manner in its sole discretion at any time upon notice to you.  [In the event that NORTH OF THE BLUE, LLC is unable to process your payment(s), we reserve the right to terminate your access without prior notice.]

2.            Access to Services and Software License:  

1. During the Subscription Period, you will have the right to access NOTB and a limited, non-transferable, non-exclusive license to use the Software in conjunction with your use of NOTB on a single, stand alone, computer, in each case, for your personal and non-commercial use and not for the benefit of any third party. 

2. You may download or print a single copy of any portion of the information or other content that is available through NOTB for your personal and non-commercial use, provided you do not remove any trademark, copyright or other notice contained in such information or other content.  No other use of such information or other content is permitted and any distribution of any such information or other content in any media or in any form is strictly prohibited.  Without limiting the generality of the foregoing, you have no right to, and you agree that you shall not, (i) display, transmit, republish, “frame”, exhibit or otherwise distribute or make available to any other person information or other content that is available through NOTB, including any of the foregoing in which any of such information or content is transmitted or accessible through any computer network or any Internet, Intranet or Extranet site, (ii) reproduce or incorporate any of such information or other content in any database, compilation, archive or other record, (iii) create any derivative works that incorporate any such information or other content, or (iv) reverse engineer, decompile, disassemble, sub-license, sell or transfer any part of the Software.  You may not permit or provide access to NOTB to any other person. ANY ATTEMPT TO DECOMPILE OR OTHERWISE REPRODUCE OUR BLUE MOVING AVERAGE ("BMA") WILL CAUSE US TO IMMEDIATELY DISCONTINUE YOUR SERVICE. IN ADDITION WE MAY IMMEDIATELY BEGIN LEGAL ACTION IN ACCORD WITH THIS AGREEMENT AND/OR ANY OTHER LICENSE CONTAINED IN NOTB OR IN THE SOFTWARE. Additional users of NOTB may be added upon NORTH OF THE BLUE, LLC's prior written approval, subject to payment of additional fees.

3. You agree not to physically or electronically transfer the Software to any CPU or server beyond the specific CPU for which the Software is licensed, except for disaster recovery purposes. You agree not to reproduce in any form whatsoever any part of the Software supplied hereunder without the prior written approval of NORTH OF THE BLUE, LLC.  You agree not to sublicense, loan, transmit, distribute or otherwise make available any part of the Software to any other person.

4. Neither the right to access NOTB, nor the license granted herein to the Software, may be assigned or otherwise transferred to any third party without the prior written approval of NORTH OF THE BLUE, LLC.  You acknowledge that no title to the intellectual property in the Software is transferred to you. NORTH OF THE BLUE, LLC reserves all rights not expressly granted hereunder. You agree that you will not attempt or enable any other person to attempt to reverse engineer, reverse compile, modify, adapt, translate or disassemble the Software, in whole or in part.

5. You acknowledge and agree that the Software is subject to export control laws and regulations. You shall not download or otherwise export or re-export the Software (or any part thereof) any underlying information or technology except in full compliance with all United States and other applicable export control laws and regulations.  Without limiting the generality of the foregoing, none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan or Syria or (ii) to anyone on the U.S. Treasury department's list of specially designated nationals or the U.S. Commerce Department's table of denial orders. You represent and warrant to NORTH OF THE BLUE, LLC that you are not located in, under control of, or a national or resident of any such country or on any such list.

3.      Confidentiality:  The information or other content that is available through NOTB (other than information that is in the public domain that is included therein) and the Software are the confidential information of NORTH OF THE BLUE, LLC and embody valuable trade secrets of NORTH OF THE BLUE, LLC.  You will not, directly or indirectly, disclose information regarding NOTB or the Software, including the name of the Software tool, the features or benefits of the Software, screen shots or any other related content or information, to any third party in any media or in any manner, and will hold all such information in confidence, subject to any disclosure required by law, court order, or by any government or regulatory authority.  You shall not make any public announcement, press release, or communication concerning this Agreement without the prior express written consent of NORTH OF THE BLUE, LLC. 

4.      Intellectual Property Rights:  The information and other content that are available through NOTB (other than information that is in the public domain that is included therein) and the Software is protected by U.S. copyright law and international treaties and by applicable trade secret law and all such information and other content, including all copyrights, service marks and other intellectual property rights relating to any of the foregoing, are the sole and exclusive property of NORTH OF THE BLUE, LLC, and its affiliated companies, licensors and suppliers.  All rights not specifically and expressly granted to you in this Agreement are hereby reserved by NORTH OF THE BLUE, LLC.  NORTH OF THE BLUE, LLC actively protects its intellectual property rights to the fullest extent permitted by law.

 5.      Password Protection:  You agree to take all reasonable steps to protect NOTB from unauthorized access or use through your account or password or Activity Code. You will be given a password that will enable you to access NOTB. You agree that you will be the sole user of NOTB under this Agreement and you agree to comply with the procedures specified by NORTH OF THE BLUE, LLC from time to time regarding obtaining and updating your password.  You agree that NORTH OF THE BLUE, LLC may cancel or suspend your password if NORTH OF THE BLUE, LLC suspects that you have misused your password in any way, and the reissuance or reactivation of your password may be subject to NORTH OF THE BLUE, LLC's standard charges. You agree that you will use your best efforts to prevent any third party from obtaining your password, and you will inform NORTH OF THE BLUE, LLC immediately of any actual or potential unauthorized access to your password or to NOTB.

 6.      Prohibited Uses:  If you wish to link to NOTB from a website you operate, you may link only to the home page, www.northoftheblue.com, and not to any other page or sub domain of northoftheblue.com. You may not frame or utilize framing techniques that involve any trademark, logo, copyrighted material or other proprietary information (including images, text, page layout, or form) of any portion of NORTH OF THE BLUE.com without the express written consent of NORTH OF THE BLUE, LLC. In addition, you agree not to (i) use any device, software or routine to interfere or attempt to interfere with the proper working of Service, (ii) take any action that imposes an unreasonable or disproportionately large load on the NORTH OF THE BLUE, LLC infrastructure, (iii) use any data mining, robot, spider, crawler, cancelbots, Trojan horse, or any data gathering or extraction method or manual process in connection with your use of NOTB, including one that may damage, detrimentally interfere with or intercept any system, data or personal information; (iv) transmit viruses or other harmful code; or (v) create liability for NORTH OF THE BLUE, LLC or cause NORTH OF THE BLUE, LLC to lose NOTB of its ISP's or other suppliers.

7.      Terms of Use Regarding User-Generated Content. 

a)      You may post messages and materials regarding investment related topics on NORTH OF THE BLUE, LLC Blogs, Forums, Shared Screens and Shared Lists (referred to herein as the “NORTH OF THE BLUE, LLC Community”), including copyrighted material owned by NORTH OF THE BLUE, LLC, if you are current paid subscriber or under a trial subscription to NOTB.  NORTH OF THE BLUE, LLC reserves the right to remove any posted messages or materials that NORTH OF THE BLUE, LLC believes may be infringing its or third party’s intellectual property rights or rights of publicity or privacy or that otherwise are objectionable in NORTH OF THE BLUE, LLC’s sole discretion, including but not limited to use of copyrighted material or excessive self promotion.  NORTH OF THE BLUE, LLC will not monitor or review all messages or confirm the usefulness, completeness or accuracy of posted information, does not endorse in any way any posted information and bears no responsibility for the content of any posted messages.  NORTH OF THE BLUE, LLC recommends that subscribers not make investment decisions based on information posted and is not responsible for any trading or investment decisions based on such information.  The U.S. Securities and Exchange Commission recognizes the growing possibility of Cyber fraud. Please refer to www.sec.gov/investor/pubs/cyberfraud.htm for further information, or to the SEC's main website at http://www.sec.gov or FINRA, the National Association of Securities Dealers, Inc., at http://www. nasd.com.

b)      You are solely responsible for the content of your messages, and you agree to indemnify and hold harmless NORTH OF THE BLUE, LLC and all of its affiliates and agents with respect to any claim based upon your posting of one or more messages in the NORTH OF THE BLUE, LLC Community.  Any personal information you post in the NORTH OF THE BLUE, LLC Community becomes public information.  You should exercise caution when deciding to disclose any personal information. NORTH OF THE BLUE, LLC and related companies are not responsible for any events or damages arising from your disclosure of personal information in the NORTH OF THE BLUE, LLC. 

c)      By posting any messages or other material in the NORTH OF THE BLUE, LLC Community, you grant NORTH OF THE BLUE, LLC and our affiliated companies, agents and distributors an irrevocable, perpetual, worldwide, royalty-free, fully-paid, non-exclusive and transferable license, with the unrestricted right to grant sublicenses to any person, to use, reproduce, adapt, translate or otherwise modify, publish, display, transmit, distribute or otherwise exploit such messages or other material.

d)      If you feel that a posted message is objectionable, you should notify NORTH OF THE BLUE, LLC immediately by e-mail at support@northoftheblue.com. If NORTH OF THE BLUE, LLC agrees that the message is objectionable, NORTH OF THE BLUE, LLC will remove it within a reasonable time after confirming that it is objectionable.

e)      You agree that, in connection with posting any messages or other material on the NORTH OF THE BLUE, LLC Community, you shall not (i) post information that is known to be false, inaccurate or misleading; (ii) infringe on NORTH OF THE BLUE, LLC’s or any third party's intellectual property rights or rights of publicity or privacy; (iii) violate any law or regulation; (iv) be defamatory, vulgar, hateful, obscene, profane, libelous, unlawfully threatening or unlawfully harassing; or (v) include advertisements, chain letters, pyramid schemes, commercial messages, auctions, or solicitations.  Violations of these terms of use with respect to your posted messages will result in the termination of your account and/or the removal of your content from the NORTH OF THE BLUE, LLC Community.

8         Effect of Termination:  Upon termination of the Subscription Period, you shall immediately remove and destroy all copies of the Software or any part thereof and shall cease all use of NOTB. Upon NORTH OF THE BLUE, LLC's request, you will certify to NORTH OF THE BLUE, LLC that all complete and partial copies of the Software have been destroyed.  If the Subscription Period is terminated, it shall be your responsibility to request a pro-rata refund pursuant to Section 1 of this Agreement or, if desired, to request a reactivation of your account based on the subscription pricing that is then available.

9.      No Warranty:

a)      NOTB AND THE SOFTWARE ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  THE SOFTWARE MAY CONTAIN DEFECTS, BUGS, INOPERABLE FEATURES, ERRORS OR INCOMPLETE CODE. You assume total responsibility and risk for your use of NOTB and the Software. NORTH OF THE BLUE, LLC does not guarantee that NOTB or the Software will be uninterrupted or error free; it is provided on an "as available" basis. NORTH OF THE BLUE, LLC and its affiliates do not warrant the accuracy, completeness or timeliness of the news and information available through NOTB. You acknowledge that any reliance upon any such news, statements or other information shall be at your sole risk.

b)      NORTH OF THE BLUE, LLC does not guarantee the accuracy of the information available through NOTB and you agree not to rely on any information or other content available through NOTB without making your own independent investigation and exercising you own business judgments.  Neither NORTH OF THE BLUE, LLC nor any of its data or content providers shall be liable for any errors or delays in the information or other content available through NOTB, or for any action taken in reliance thereon.  

c)      No offer on our part with respect to the sale or purchase of any securities is intended or implied, and nothing contained herein is to be construed as a recommendation to buy or sell any securities. It is possible that at this date or some subsequent date the officers, directors and/or shareholders of NORTH OF THE BLUE, LLC and its affiliates may own securities, or buy or sell securities mentioned in NOTB is publication or those not so mentioned.

10.   Limitation of Liability: IN NO EVENT SHALL NORTH OF THE BLUE, LLC BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERUPTION OR LOSS OF INFORMATION OR DATA) ARISING OUT OF THE USE OR INABILITY TO ACCESS NOTB OR USE THE SOFTWARE, EVEN IF NORTH OF THE BLUE, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL NORTH OF THE BLUE, LLC AND ITS AFFILIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU BASED ON THE INFORMATION PRESENTED IN NOTB. UNDER NO CIRCUMSTANCES SHALL NORTH OF THE BLUE, LLC AND ITS AFFILIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOST PROFITS OR LOST OPPORTUNITY, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF NORTH OF THE BLUE, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NORTH OF THE BLUE, LLC LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF ALL FEES PAID BY YOU TO NORTH OF THE BLUE, LLC.

11.   Indemnification: You agree to indemnify and hold NORTH OF THE BLUE, LLC, its parents, subsidiaries, affiliates, officers and employees harmless from and against any and all losses, damages, liabilities, obligations, costs and expenses (including attorneys’ fees) resulting or arising from any claim, action or proceeding brought by any third party in connection with or relating to your access to or use of NOTB or the Software (or the use of NOTB by another person using your password) in breach of this Agreement.

 12.   Anti-Money Laundering.  You agree to co-operate with NORTH OF THE BLUE, LLC in providing any assurances or evidence of compliance with respect to any legislation, regulations or rules concerning anti-money laundering issues and you represent and warrant that you have not been investigated, charged, or convicted for violation of any anti-money laundering rules or regulations.

13.   Subscriber's Representation.  Subscriber is not and will not engage in the operation of any illegal business and will not use, or permit anyone else to use, the data obtained through NOTB, or any part thereof, for any illegal purpose.

14.   User Information:  NORTH OF THE BLUE, LLC may store the information provided by you during the registration process for NOTB, and provide aggregate statistical information about subscribers to potential advertisers and other third parties. NORTH OF THE BLUE, LLC may use the information provided by you to inform you about other publications, products and services. However, no one other than NORTH OF THE BLUE, LLC and its affiliates will receive your name, address, phone number, e-mail address, or other specific personal information, without your consent. For more details, see our Privacy Policy at http://www.northoftheblue.com/privacy.html

15.   Severability: In the event any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.

16.   Governing Law: You agree that this Agreement and any dispute relating to it or the Software will be governed by and construed in accordance with the laws of the United States and the State of California without regard to conflicts of laws principles.  You hereby submit to the exclusive jurisdiction of the federal and state courts of the State of Wyoming.

 17.   Amendments.  NORTH OF THE BLUE, LLC may amend the terms of this Agreement at any time by posting amended terms at http://www.northoftheblue.com/License.html; provided that such amended terms shall not take effect until expiration of the current subscription period.  It is your responsibility to monitor whether any amendments to this Agreement have been posted by NORTH OF THE BLUE, LLC and you will be deemed to agree to such amendments effective upon the commencement of the next subscription period if you have not exercised your right to terminate the Agreement prior to such time.

 18.   Intellectual Property Notices.  The Dow Jones IndexesSM (the “Indexes”) that are published in NOTB are proprietary to and distributed by Dow Jones & Company, Inc. and have been licensed for use. You will neither (a) copy, download, store, reproduce or further transmit or distribute the Indexes for commercial purposes in any type of format or by any means, including but not limited to the Internet, Intranet or other type of network nor (b) use the Indexes as the basis of financial instruments or investment products (e.g., passively-managed funds) without a separate written agreement with Dow Jones for such purpose.