Terms and Conditions of Use

1. These Terms and Conditions of Use ("TOU") are between the User ('you") and Chart-Ex, LLC, an Illinois limited liability company ("Chart-Ex"). This Web site (this "Site") is provided by Chart-Ex. Your access and use of this Site and the Chart-Ex software or other materials or services offered by this Site (the "Services") are governed by the following TOU. By accessing this Site, using any Services or downloading any materials from this Site, you agree to comply fully with these TOU
2. Chart-Ex reserves the right to modify these TOU without notice, and such changes shall be incorporated into these TOU immediately upon being posted to this Site. It is your responsibility to check these TOU for any changes upon accessing this Site. If you do not agree to comply with changes to these TOU, as they may occur, you must discontinue accessing this Site or using any Services. Your continued use of this Site or any Services shall be construed as, and shall constitute, your acceptance of any and all such changes to these TOU.
3. This Site, the Services including, without limitation, the Chart-Ex software and other materials, and the design, layout and contents of this Site are owned by Chart-Ex and are protected by copyright and other intellectual property laws. Subject to these TOU, Chart-Ex grants you a non-exclusive, non-transferable, limited right to access, use and display this Site and to use the Services, solely for your personal and internal business purposes. Unless otherwise specified, you may not modify, copy, download, distribute, transmit, display, perform, reproduce, publish, create derivative works from, transfer, or sell any elements of this Site or the Services, or any materials, data, information, software, or products obtained from this Site or the Services. However, you may print the results of your use of this Site and the Services and may copy such printouts, provided that: (i) you retain all copyright and proprietary rights notices contained in such materials; and (ii) you use such printouts and copies only as permitted by this Section 4 and these TOU. You agree not to: (i) violate Chart-Ex's rights or the rights of any third party who may contribute data or information to the Services; (ii) attempt to copy or download any software from the Site; (iii) use the Services or any data or information contained therein for any unlawful purpose; (iv) allow anyone else to access or use this Site or the Services through your subscription, user name or password; or (v) interrupt, or attempt to interrupt, the operation of this Site in any way. All rights not expressly granted herein are expressly reserved by Chart-Ex.
4. Links that may be contained within this Site will allow you to leave this Site and access the Web sites of third parties. The linked Web sites are not under the control of Chart-Ex, or their respective affiliates, subsidiaries, equity holders, members, directors, officers, employees or agents (collectively, the "Chart-Ex Group"). None of the members of the Chart-Ex Group are responsible for the contents (including, without limitation, viruses or other destructive elements) of any linked Web site or any link contained in a linked Web site, or any changes or updates to such Web sites. Chart-Ex is providing these links to you only as a convenience, and the inclusion of any link does not imply that any member of the Chart-Ex Group endorses or is affiliated or associated with, the linked Web sites.
5. EACH MEMBER OF THE CHART-EX GROUP DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THIS SITE, THE SERVICES, OR ANY WEB SITES LINKED TO ANY OF THE FOREGOING WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE AT ANY TIME. THE MATERIALS, DATA AND INFORMATION (INCLUDING, WITHOUT LIMITATION, MARKET DATA OR INFORMATION) PROVIDED IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, BY THIS SITE OR ANY WEB SITE LINKED TO ANY OF THE FOREGOING, MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. SUCH MATERIALS, DATA AND INFORMATION, THE SERVICES AND ANY RESULTS OBTAINED FROM USE OF THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU.
6. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH MEMBER OF THE CHART-EX GROUP DISCLAIMS ALL WARRANTIES RELATED TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS OR VERIFICATION OF MATERIALS, DATA OR INFORMATION OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, ANALYSIS OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THIS SITE, OR WEB SITES LINKED TO EITHER OF THE FOREGOING. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, ANALYSIS OR INFORMATION SHALL BE AT YOUR SOLE RISK. YOU AGREE THAT ANY MATERIALS, DATA OR INFORMATION PROVIDED IN CONNECTION WITH THIS SITE, THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS AN OFFER OR SOLICITATION FOR THE PURCHASE OR SALE OF ANY SECURITY OR COMMODITY, AND THAT SUCH MATERIALS, DATA OR INFORMATION SHOULD NOT SERVE AS THE BASIS FOR ANY INVESTMENT DECISION. CHART-EX RESERVE THE RIGHT, IN THE SOLE DISCRETION OF EACH, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THIS SITE WITHOUT NOTICE.
7. THE AGGREGATE LIABILITY OF THE CHART-EX GROUP FOR DIRECT DAMAGES FROM CLAIMS RELATED IN ANY WAY TO THIS SITE OR TO THE SERVICES, WITHOUT REGARD TO THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) SHALL NOT EXCEED THE GREATER OF $1,000 AND THE AGGREGATE AMOUNT PAID IN THE PRIOR TWELVE MONTHS BY YOU TO CHART-EX FOR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR ANY CLAIMS RELATED TO: (I) INACCURACIES, ERRORS OR OMISSIONS IN MATERIALS, DATA OR INFORMATION PROVIDED BY THIS SITE OR ANY WEBSITE LINKED TO ANY OF THE FOREGOING; OR (II) THE USE OF, OR THE INABILITY TO USE, THE CONTENT, MATERIALS, AND FUNCTIONS OF THIS SITE, THE SERVICES, OR ANY WEB SITE LINKED TO ANY OF THE FOREGOING. IN NO EVENT SHALL ANY MEMBER OF THE CHART-EX GROUP BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR OTHER DATA) IN CONNECTION WITH ANY CLAIM, EVEN IF ANY MEMBER OF THE CHART-EX GROUP IS EXPRESSLY ADVISED, KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT PAYMENT BY THE CHART-EX GROUP IS LIMITED BY THE FOREGOING AND SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY IN EXHAUSTION OF ALL OTHER REMEDIES, AT LAW OR IN EQUITY AND THAT THE REMEDY SHALL NOT BE DEEMED OR ALLEGED BY YOU TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8. You agree to indemnify, hold harmless and, at Chart-Ex's sole option, defend each member of the Chart-Ex Group and shall pay all losses, damages, expenses and costs (including reasonable attorneys' fees) incurred by any member of the Chart-Ex Group based upon any claim or action arising from: (i) your breach of any of these TOU; (ii) your use of the Services; or (iii) use of the Services by another party. Chart-Ex shall have the option to participate in such defense or settlement negotiation and may, at its own expense, obtain counsel of its choosing.
9. This Site and the Services are controlled, operated and administered by Chart-Ex from its offices within the United States of America. No member of the Chart-Ex Group makes any representation that materials, data, information or other Services at this Site (including, without limitation, the Chart-Ex software) are appropriate or available for use at locations outside the United States and access to them from territories where their contents are illegal is prohibited. You may not use this Site or the Services in violation of United States export laws and regulations. If you access this Site from a location outside the United States, you are responsible for compliance with all local laws. These TOU are governed by the laws of the State of Illinois, United States, without giving effect to its conflict of laws provisions. You and Chart-Ex consent to the exclusive jurisdiction and venue of the federal and state courts in Cook County, Illinois. Any claim or cause of action you may have with respect to this Site or the Services must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, of these TOU to be unenforceable, such provision or portion shall be deemed severed from these TOU, but the remainder of these TOU shall continue in full force and effect.
10. These TOU constitute the entire agreement between Chart-Ex and you with respect to your use of this Site and the Services. Neither course of conduct nor usage of trade shall act to modify or alter these TOU.