BeyondProxy LLC (“BeyondProxy,” “we” and “us”) offers you access to our Internet website (the “Site”) and to view The Manual of Ideas (“MOI”) content, including but not limited to The Manual of Ideas, MOI e-mails and all other information, documents, research reports, data and investment judgments expressed on the Site (collectively the “Content”), subject to the “Terms and Conditions” set forth below which shall govern your access to the Site and use of the Content. By your accessing the Site, you are signifying your acceptance of our Terms and Conditions and your agreement to be legally bound by them.
BeyondProxy reserves the right to change the Terms and Conditions at any time. Your continued accessing of our Site will be deemed as your acceptance of any such modified Terms and Conditions.
TERMS AND CONDITIONS
No Investment Advice
You acknowledge that the Content available on the Site is for informational purposes only and should not be construed as investment advice or a recommendation that you, or anyone you advise, should sell or buy any security or other investment, or undertake any investment strategy, discussed or evaluated on the Site. Moreover, if an investment firm or financial services firm is described or mentioned in our Site’s Content, you acknowledge that such description or mention does not constitute a recommendation by BeyondProxy that you engage or otherwise use such firm.
While the Content available on the Site comprises information, research and data about particular securities and other investments, you shall not construe such Content as constituting representations on our part that any security, other investment or investment strategy is suitable for you, or for anyone you advise. In this regard, you acknowledge that not all securities, other investments or investment strategies are suitable for all investors.
In view of the foregoing, you acknowledge and agree that, prior to executing any trades, you will make your own independent verification of financial information and evaluation of the investment merits and suitability for you, or anyone you advise, of the securities, other investments or investment strategies, that may be presented, evaluated or discussed within our Site’s Content. You further agree that you will not use any of the Content for or in connection with making tax, legal or accounting decisions, or advising others regarding tax, legal or accounting matters.
Nothing contained in the Content should be considered a recommendation or advice to purchase or sell any security or other investment, or to undertake a particular investment strategy.
The Content on the Site has been carefully compiled from sources which we believe to be accurate and reliable. However, we make no claims, representations or warranties as to the accuracy, completeness, timeliness, reliability or truth of any of the material comprising the Content. The Content is presented without any express or implied warranties of any kind whatsoever. Simply stated, the Content available on our Site is provided on an “As Is” basis.
We and our “Content Providers” (as hereinafter defined) disclaim any obligation (i) to update the Content in any way after the date of publication, or (ii) to provide to you information that reflects circumstances that may have changed, or new information that may have been acquired, thereafter relating to the Content, notwithstanding that such updated information or changed circumstances might have a material effect on any security, other investment or investment strategy presented in the previously published Content.
The Content will contain or reflect the opinions, judgments and analyses of BeyondProxy and other parties who provide Content to us (collectively “Content Providers”) with respect to securities, other investments and investment strategies. We disclaim any responsibility for any portion of the Content which is received from or created by Content Providers including, without limitation, reports of news, analyses, research or other data. In this regard, you acknowledge that the mere fact that we publish the opinions, judgments or analyses of Content Providers does not in and of itself make such opinions, judgments or analyses ours, nor render us liable for any errors, omissions, inaccuracies or negligence with respect thereto.
Any opinion, judgment or analysis of a Content Provider who is quoted or otherwise reflected in the Content on our Site shall be understood to be the opinion, judgment or analysis of that person alone, and not that of any firm which employs such person or with whom such person may be affiliated. It is acknowledged that other persons employed by or affiliated with such firm may have entirely different opinions, judgments or analyses with respect to the same subject.
The Contents are provided to you for informational purposes only and any discussion of past performance of any security, other investment or investment strategy should not be considered as being indicative or a guarantee of future performance. The price and value of securities referred to on this Site will fluctuate. Loss of all of the original capital invested in a security discussed on this Site may occur. Certain transactions, including those involving futures, options, and other derivatives, give rise to substantial risk and are not suitable for all investors. You acknowledge that you understand that, due to many factors over which neither we nor our independent Content providers have control, actual and subsequent events, performances and/or outcomes may differ substantially from any estimates, projections or predictions that might have been made in the Content of our Site.
BeyondProxy’s officers, directors, employees and/or principals (collectively “Related Persons”) may have positions in and may, from time to time, make purchases or sales of the securities or other investments discussed or evaluated on the Site, which includes the MOI content, including but not limited to The Manual of Ideas.
Ivan (John) Mihaljevic, Chairman of BeyondProxy, is also a principal of Mihaljevic Capital Management, LLC (“MCM”), an investment firm that serves as the general partner of Mihaljevic Partners LP (the “Fund”), a private investment partnership. MCM and/or the Fund may purchase or sell securities and financial instruments discussed in the Site Content on behalf of certain accounts it manages.
You are hereby advised that Related Persons and Content Providers on the Site, whose opinions, judgments and analyses of particular securities or other investments are discussed or reflected in the Content may serve as officers or directors of companies that are issuers of such securities or other investments.
BeyondProxy receives compensation in connection with the publication of Site Content in the form of subscription fees charged to subscribers and reproduction or re-dissemination fees charged to subscribers or others interested in the Content. BeyondProxy may also receive compensation from selected other sources, including but not limited to affiliate referral fees from sales of books or other items by Amazon.com. BeyondProxy does not receive compensation from the companies covered in The Manual of Ideas or other Content for such coverage.
Links to Third-Party Web Sites
For information and reference only, the Site may provide links to the external websites of other parties. We will provide such links only as a convenience to you, with your understanding that we have not verified the accuracy, truth, reliability or timeliness of any information found at such other web sites. The fact that we have provided a link to another web site should not be construed as our endorsement of such web site or its contents. You acknowledge that you understand, and you agree to assume, the risks associated with using any information found on the Internet. You further acknowledge that such other web sites are not under BeyondProxy’s control and that BeyondProxy makes no representations or warranties whatsoever about any other web sites which you may access through our Site. Accordingly, you agree that BeyondProxy will not be held responsible or liable for any damages or losses you may suffer as a result of your use or reliance upon any of the contents, advertising, products, or other materials found on such other web sites.
Disclaimer of Warranties and Limitation of Liability
BEYONDPROXY, ITS DIRECTORS, OFFICERS, EMPLOYEES AND PRINCIPALS, AS WELL AS CONTENT PROVIDERS, DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO (1) THE MERCHANTABILITY, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, FITNESS FOR ANY PARTICULAR PURPOSE OR TIMELINESS OF THE CONTENT OF OUR SITE; OR (2) ANY CIRCUMSTANCE ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE; OR (3) VIRUS-FREE, ERROR-FREE, UNINTERRUPTED ACCESS TO THE SITE; OR (4) THE RESULTS THAT YOU MAY OBTAIN FROM YOUR ACCESS TO THE SITE AND USE OF THE CONTENT THEREON.
TO THE EXTENT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, EXPRESS OR IMPLIED, ALL CONTENT ACCESSIBLE ON OUR SITE, OR ANY OTHER PARTY’S WEB SITE TO WHICH WE LINK, ARE WARRANTED ONLY TO THE MINIMUM AMOUNT OR DEGREE LEGALLY REQUIRED OR PERMITTED.
YOU HEREBY EXPRESSLY AGREE THAT ACCESS TO OUR SITE IS AT YOUR OWN RISK, AND THAT YOU ASSUME THE RISK OF HAVING TO INCUR COSTS FOR SERVICING, REPAIR, REPLACEMENT OR CORRECTIONS THAT MAY BE NECESSARY FOR YOUR COMPUTER OR SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS OF ANY KIND THAT YOU MAY HAVE EXPERIENCED ATTRIBUTABLE TO YOUR ACCESSING OUR SITE.
By accessing the Site, you agree that you will bear full responsibility for your own investment research and decisions. You agree that BeyondProxy, as well as related persons and content providers, will under no circumstances be liable to you or any other party for any damages, injuries or losses, including any lost profits, direct, indirect, special, incidental, exemplary, punitive or consequential damages, injuries or losses of any kind resulting from your use or downloading of any of the Content on our Site, or on any third-party web site linked to our Site, including, without limitation, any damages, injuries or losses resulting from any investment decision made or action taken by you or others based upon any of the Content on our Site, or that of any third-party web site linked to our Site. The foregoing negation of liability encompasses, but is in no way limited to, damages, injuries, and losses caused in whole or in part by the negligence of BeyondProxy, related persons and/or content providers, or by events beyond the control of any of the foregoing in creating or delivering any of the Content on our Site.
Intellectual Property Rights in Content and Site
All of the Content on our Site is protected by United States and international copyright laws and is the property of BeyondProxy and the Content Providers thereof. The United States Copyright Act imposes liability of up to $150,000 for each act of willful infringement of a copyright.
We are providing you with access to the Site and the Content thereon for your individual use only. We grant you the right to download the Site’s Content to your computer, and to store and print out materials therefrom for your individual use only. Any other reproduction, republication, transmission, dissemination, display or editing of the Content by any means, mechanical or electronic, without the prior written permission of BeyondProxy or the Content Providers, as the case may be, is strictly prohibited. You do not acquire ownership rights of any kind whatsoever by virtue of your downloading the copyrighted Content on our Site.
You agree that you will not remove any copyright, trademark or other notices or legends contained on our Site relating to intellectual property, or otherwise.
The trademarks The Manual of Ideas and Serious Ideas For Serious Investors are the property of BeyondProxy and are registered with the United States Trademark Office.
To enable you to access our Site, we may provide you with a user name, password and/or other unique identifier (“User Code”). The User Code is for your personal use only. You are responsible for the security and confidentiality of your User Code, and you agree not to disclose the same to any other party, including any employees or associates in any organization or firm by which you are employed or engaged, or with which you are affiliated.
We shall not be held responsible or liable for the consequences of any breach of security caused by your failure to maintain and safeguard the confidentiality and security of your User Code. You agree to notify us immediately in the event of the loss, theft or disclosure of your User Code, or if you have reason to believe that the confidentiality or security of your User Code has been compromised in any way, or if you learn of a possible or actual unauthorized access to and/or use of the Site.
We reserve the right to revoke or modify your User Code at any time without notice, for any reason we deem, in our sole judgement, to be warranted.
You hereby agree to indemnify and hold BeyondProxy, all Related Persons and Content Providers harmless from and against any and all actions, claims, proceedings, penalties, losses, liabilities, damages, costs and expenses including, without limitation, reasonable legal fees, and professional and expert fees and costs, arising directly or indirectly from or related to (i) your material breach of any of the Terms and Conditions of this Agreement; (ii) your access to and/or use of our Site or its Content; (iii) your violation of any of our intellectual property rights, or the rights of Content Provider; (iv) your access to the Site and/or use of the Content in violation of any applicable law, rule or registration; or (v) your failure to maintain the security and confidentiality of your User Code in accordance with this Agreement.
Once payment has been approved, subscribers will receive account activation information that will allow them to access a delayed archive of past issues of The Manual of Ideas.
Requests for refunds following payment should be directed to our Customer Service department, at 415-412-8059, or by e-mail to email@example.com. No refunds are issued, except a partial refund that may be issued if a refund request is received by our Customer Service department within 30 days of your initial payment.
We take the privacy and security of your personal and payment information very seriously. We do not sell your information to outside third parties, but we may occasionally share your data with third parties if such sharing is necessary to facilitate fulfillment of your subscription.
You agree that all claims, disputes or controversies that may arise between you and us and/or any of our present or former officers, directors, employees or principals concerning or arising from (i) the Site or the Content; or (ii) the construction, performance or breach of this Agreement shall be adjudicated by a single arbitrator in New York, New York under the Rules and auspices of the American Arbitration Association.
Arbitration shall be final and binding on the parties and judgement upon the arbitration award may be entered in any court, state, federal or foreign, having jurisdiction over the subject matter thereof. Except as otherwise provided below, the parties hereby waive their right to seek remedies in court, including the right to jury trial. You acknowledge and accept the fact that arbitration discovery is generally more limited than and different from that in court proceedings, and that the arbitrator’s award is not required to include factual findings or legal reasoning, and any party’s right to appeal or seek modification of rulings by the arbitrator is strictly limited. The arbitrator shall be a person who has experience in the securities and/or financial services industries. Each party shall bear its own attorney’s fees and costs of arbitration.
Notwithstanding the foregoing, however, BeyondProxy shall have the right to initiate and seek legal and equitable relief from a court of competent jurisdiction if and as necessary to protect its intellectual property rights from and against infringement by you or anyone acting in concert with you.
Neither our Site nor its Content has been approved by any governmental agency or instrumentality, or by any self-regulatory organization. BeyondProxy is not registered with the United States Securities and Exchange Commission (“SEC”) as an investment adviser under Section 203(c) of the Investment Adviser Act of 1940. BeyondProxy is not registered as a broker-dealer with the SEC or any state securities authority, and nothing contained in our Site shall be construed as an offer or solicitation to buy or sell any securities or other investments.
This Agreement shall be construed, governed and enforced in accordance with the laws of the United States and the State of New York (except with respect to choice of law). You agree that the proper forum for any claim arising under this Agreement will be the United States Court for the Southern District of New York or the appropriate New York State court.
This Agreement represents the entire statement of the agreement between you and BeyondProxy regarding your rights to access our Site and to use the Content, and supercedes any other agreements or understandings, written or oral, relating to the above-noted subject matter.
You further acknowledge your understanding that our Site and Content is in no way intended to be a solicitation for money management services offered by Ivan (John) Mihaljevic, a principal of BeyondProxy, or any other Related Persons or Content Provideres.
Except as herein provided, no waiver, modification or amendment of any provision of this Agreement will be effective against BeyondProxy unless the same is in writing and signed by one of our executive officers.
Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions will continue in full force and effect.
Our failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on our part to exercise any power or right given to us in this Agreement, or a continued course of such conduct on our part, will at no time operate as a waiver of such power or right, nor will any single or partial exercise preclude any other future exercise of our rights.
All rights and remedies given to us in this Agreement are cumulative and not exclusive of any other rights or remedies which we otherwise have at law or equity.
This Agreement will be binding upon you and your executors, heirs, successors and assigns.
Any and all headings in the text of this Agreement are solely for convenience and reference, and do not constitute a part of this Agreement; nor shall they be construed to affect the meaning, construction or legal effect of this Agreement.
By accessing the Site or using any of the Site’s Content, you knowledge and agree: (i) that you (including your representatives, heirs, executors, administrators, assigns and attorneys-in-fact) intend to enter into a legally binding contract between you and BeyondProxy; (ii) that you have read and agree to the Terms and Conditions of this Agreement; (iii) that you agree and intend that this Agreement be the legal equivalent of a signed, written contract, and that it be equally binding ; and (iv) that by electronically agreeing to this Agreement, you acknowledge that you have received a copy of this Agreement by your viewing the web page where this Agreement is displayed or otherwise.
Posted as of December 8, 2008. Last updated March 10, 2011.