TERMS OF USE AGREEMENT

LAST UPDATED: March 31, 2016.

PLEASE READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU USE ANY OF THE SERVICES OFFERED ON WWW.PETERBRANDT.COM.

This Terms of Use Agreement (“Terms of Use”) and our Privacy Policy, which is hereby incorporated by reference, is between you and Factor LLC, a Colorado limited liability company (“we” or “us”). It governs your use of the services, information and products available through the www.peterbrandt.com website (“Services”).  By accessing and using the Services, you acknowledge that you have read, understand and agree to be bound by and adhere to the Terms of Use and Privacy Policy regardless if you are a visitor or registered member. If you do not agree to the Terms of Use or Privacy Policy, you may not use or access the Services.

1. Future Changes to the Terms of Use.

We may change the Terms of Use and Privacy Policy at any time, in our sole discretion, and without prior notice. To read the most current version of the Terms of Use or Privacy Policy simply click on the Terms of Use or Privacy Policy link located at the bottom of each website page. Once a change is made to the Terms of Use or Privacy Policy, your subsequent use of our website and Services indicates your agreement to be bound by the new Terms of Use or Privacy Policy. If you do not agree with the new Terms of Use or Privacy Policy, you may not use or access the Services.

2.  Important Information About Our Services.

We are a content provider and publisher. We are not a registered broker-dealer. By using our Services, you expressly acknowledge that you understand that our Services are for informational and educational purposes only, and that no mention of a particular security or investment strategy, by us or any third party, constitutes a recommendation to buy, sell, or hold that or any other security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for you or any specific person. You also acknowledge that neither we nor any third party will advise you personally concerning the nature, potential, value or suitability of any particular security, portfolio of securities, transaction, investment strategy or other matter. To the extent any of the information contained in our Services may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of you or any specific person. Additionally, opinions provided in one of our Services may differ from those provided in another Service.

You also acknowledge that from time to time any or all of our content providers and contributors, as well as their affiliates, may hold positions in the securities mentioned and that they may trade for their own accounts. If such a position is held at the time of publication, an appropriate disclosure will be made at the time of publication.

Finally, you acknowledge that the Services use performance data believed to be reliable, but that we do not guarantee the accuracy or completeness of such data.

BEFORE SELLING OR BUYING ANY STOCK OR OTHER INVESTMENT YOU SHOULD CONSULT WITH A QUALIFIED BROKER OR OTHER FINANCIAL PROFESSIONAL TO VERIFY PRICING INFORMATION AND TO SOLICIT ADVICE AS TO THE APPROPRIATENESS OF A GIVEN TRANSACTION OR INVESTMENT.

Commodity Futures Trading Commission (CFTC) Rule 4.41

HYPOTHETICAL PERFORMANCE RESULTS HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM. ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO THE MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL TRADING RESULTS.

3.  Service Registration Guidelines and Information.

In order to access certain Services, you will need to become a registered member by creating an account and subscribing to those Services. By creating an account, you agree to provide accurate and complete information, as well as, keep your information up- to-date. Once you are logged in, you may subscribe to a Service, or change or update any of your account information, by clicking the “Your Account” link located near the top right of every website page. Then click the “Manage Account Settings” link.

You are solely responsible for maintaining the confidentiality of your username and password and for any and all activities (including purchases) that are conducted through your account. You are also responsible for any fees or charges associated with accessing your account through an Internet access provider or other third-party service. You may never use another user’s account, nor may you allow someone to use your account, without our express written permission. If you believe someone has accessed your account by using your username and password without your authorization, you must immediately notify us via email by using the “Contact Us” section of the website.

By providing us with your email address, you are agreeing that we may communicate with you solely by email in lieu of written communication by postal mail. If you are logged in, you may unsubscribe to certain email communications at any time by clicking on the “Your Account” link located at the top of every website page. We may also send you other messages via that cannot be manage through the “Your Account” link, including changes to Service features and special offers. If you do not want to receive such email messages, you may opt out by sending an email message to Jolleen@peterlbrandt.com with the word “UNSUBSCRIBE” in the subject field or by sending a written request to:

Factor LLC

26 Broadway,

8th Floor

New York, NY 10004

Please note that opting out of certain email communications may prevent you from receiving information regarding updates, improvements or special offers.

4.  Notification Procedures.

We may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined in our sole discretion. We reserve the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described above.

5.  Subscription Fees.

1. Fees. If you subscribe to a Service that requires a subscription fee (“Fee”), you agree to pay the Fee, as well as, any other associated costs (including any applicable taxes) at the rates in effect when you purchase the Service. By providing your credit card information, you agree that we may bill your credit card for the Fees and costs associated with your purchase, as well as, automatically renew your subscription at the beginning of the associated subscription renewal term. All collected Fees and costs are nonrefundable to the full extent allowed by law.
2. Fee Changes. We may change Fees, at our sole discretion, by giving you advance notice. If you do not cancel your subscription prior to the new Fees going into effect, you agree to pay the new Fees, which are nonrefundable once collected.
3. Auto Renewal. Your subscription will renew automatically at the beginning of each subscription term unless you cancel your subscription prior to the next renewal date. You may cancel your subscription at any time by contacting us at Jolleen@peterlbrandt.com. Cancellations take effect as of the next renewal date, which is noted on the profile settings page. As previously stated, Fees will not be refunded or prorated. You must cancel your subscription before it renews in order to avoid incurring renewal Fees.
4. Credit Card Information. It is your responsibility to ensure your credit card information is accurate and up-to-date. Once you are logged in, you may change or update your credit card information by clicking the “Your Account” link located near the top right of every webpage. Then click on the “Manage Account Settings” link.
5. Free Trials. We may offer a free trial subscription from time to time. If you don’t cancel your subscription within the free trial offer period, you agree to allow us to charge your credit card upon expiration of the free trial. Only new Service subscribers are eligible for free trial offers. If we determine that you previously subscribed to a Service associated with a free trial, you understand that you do not qualify for the free trial period and your credit card will be charged immediately for the associated Fee.

6.  Limitations on Use.

As a registered member, only you may use our Service. You may not transfer your registration to another, nor may you share you username and password with another without our express written permission.

7.  Our Intellectual Property.

The content available through our Service, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music, and all other intellectual property (“Content”), related thereto, is our property or the property of our licensors and is protected by copyright and other intellectual property laws. You may display or print the Content for your personal, private, non-commercial use only. Under the Terms of Use, you are hereby granted a non-exclusive, limited, personal license to use the Service. We expressly reserve all Intellectual Property Rights (as defined below) not expressly granted herein in the Service and Content. We may, in our sole discretion, terminate this license at any time

As a part of the above license grant, you expressly agree not: (a) to sell, publish, license, rent, modify, distribute, copy, reproduce, transmit, retransmit, publicly display, publicly perform, adapt, edit, create derivative works from, or otherwise provide access to the Content to anyone, including, but not limited to your fellow employees, friends or family, except that you may use our “Email to a Friend” option, when available, to send an article to five (5) or fewer friends; (b) to create abstracts from, scrape, frame, or display headlines from our Content for use on another website or service. Without limiting the generality of this section, you agree not to post any Content from our Services to newsgroups, mail lists or electronic bulletin boards, without our written consent; and (c) to use Factor LLC for any unlawful purpose.

We reserve the right to terminate or restrict your access to the Service at any time and without notice if, in our opinion, your use of the Service may violate any laws, infringe upon another person’s rights or violate the terms of the Terms of Use. We may also refuse to grant you a username that impersonates someone else, is protected by trademark or other intellectual proprietary laws, or is vulgar or otherwise offensive.

For the purposes of the Terms of Use, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

To request consent for uses of the Content and Service not expressly permitted by the Terms of Use, please contact customer service at Jolleen@peterlbrandt.com.

8.  User Content. 

Some areas of the Service may allow you to post feedback, comments, questions, and other information (“User Content”). You are solely responsible for the User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service. You expressly acknowledge that we are only acting as a passive conduit for you to post your User Content. By posting any User Content on the Service, you expressly grant, and represent and warrant that you have the right to grant, to us a royalty-free, sub licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all your User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed for use in connection with the Service.

You agree not to post User Content that: (a) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (b) may create a risk of any other loss or damage to any person or property; (c) may constitute or contribute to a crime or tort; (d) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (e) contains any information or content that is illegal; (f) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, including without limitation material, non-public information about companies that you are not authorized to disclose; (g) contains any information or content that you know is not correct and current; or (h) contains advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us in writing).

You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. We reserve the right, but are not obligated to, to reject and/or remove any User Content that we believe, in our sole discretion, violates our Terms of Use.

We expressly state that we take no responsibility and assume no liability for any User Content that you, or any other user or third party, posts on our website or in conjunction with a Service.  You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. We are not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that we shall not be liable for any damages you allege or may incur as a result of such User Content.

You are solely responsible for your interactions with other Service users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

9.  Your Representations and Warranties. 

You are solely responsible for your User Content and any consequences of posting it to our Service. In connection with your User Content, you affirm, represent and warrant, in addition to the other representations and warranties in the Terms of Use, the following: (a) you are at least 18 years of age, or if you are under 18 years of age you are either an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms of Use, and to abide by and comply with the Terms of Use; (b) you have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and the Terms of Use, and each such person has released you from any liability that may arise in relation to such use; and (c) your User Content, and our use thereof, as contemplated by the Terms of Use and the Service will not infringe any rights of any third party, including but not limited to, any Intellectual Property Rights, privacy rights and rights of publicity.

10.  Code of Conduct.

While using any Service, you agree not to: (a) restrict or inhibit any other visitor or member from using any Service, including, without limitation, by means of “hacking” or “cracking” or defacing any portion of the our website; (b) use any Service for any unlawful purpose; (c) express or imply that any statements you make are endorsed by us, without our prior written consent; (d) engage in spamming; (e) transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; (f) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of any of our website; (g) remove any copyright, trademark, or other intellectual proprietary right notices contained on our website; (h) “frame” or “mirror” any part of our website without our prior written authorization; (i) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of any Service; or (j) harvest or collect information about visitors to or members of the Service without their express consent.

While using our Service you agree to comply with all applicable laws, rules and regulations.

11. Links to Other Websites.

Our Services may contain links to other Internet websites or resources. We neither control nor endorse such other websites, nor will we review or approve any content that appears on such other websites. If you choose to follow a link to another website, the terms of service and privacy policy of that website, not ours, apply. You acknowledge and agree that we shall not be held responsible for the legality, accuracy, or inappropriate nature of any content, advertising, products, services, or information located on or through any other websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content.

12.  Disclaimers of Warranties and Limitations on Liability.

YOU AGREE THAT YOUR ACCESS TO AND USE OF OUR SERVICE AND CONTENT IS ON AN “AS-IS”, “AS AVAILABLE” BASIS. WE AND OUR SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND CONTRIBUTORS AND LICENSORS (“FACTOR LLC PARTIES”) SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, FACTOR LLC PARTIES DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK.

YOU ACKNOWLEDGE THAT FACTOR LLC PARTIES WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF OUR SERVICES FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF FACTOR LLC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.

YOU AGREE THAT THE MAXIMUM LIABILITY OF FACTOR LLC PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION UNDER THIS AGREEMENT SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, FOR ACCESS TO ANY SERVICE.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

13.  Indemnification.

You agree to indemnify, defend and hold the Factor LLC Parties harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (a) your breach of the Terms of Use, including any violation of the Code of Conduct; (b) any allegation that any materials that you submit to us infringe or otherwise violate the Intellectual Property Rights or other rights of any third party; and/or (c) your activities in connection with the Service.

14.  General Terms.

Entire Agreement. These Terms of Use contain the final and entire agreement between us and you and govern your use of the Services. It supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding your use of our Services.

1. Service Availability. We may, in our sole discretion, discontinue or change the Service or its availability to you, at any time. No refund will be issued due to a Service change or discontinuation regardless of the reason or cause for such Service change or discontinuation.
2. Assignment. These Terms of Use are personal to you, which mean that you may not assign your rights or obligations under the Terms of Use to anyone. No third party is a beneficiary of these Terms of Use.
3. Foreign Jurisdictions. The Service is controlled from its facilities in the United States. We make no representation that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
4. Venue, Jurisdiction and Choice of Law. You agree that these Terms of Use, as well as any and all claims arising from your use of the Services, will be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of the Terms of Use or Services will be an appropriate federal or state court located in Colorado. These Terms of Use will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
5. Severability. If any Terms of Use provision is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.
6. Waiver. No waiver of any term of the Terms of Use by us shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under the Terms of Use shall not constitute a waiver of such right or provision.

15. Privacy Policy.For information on how we may use your registration data please see our Privacy Policy.