AGREEMENT ON TERMS AND CONDITIONS
PLEASE CAREFULLY READ BOTH THIS AGREEMENT
USING THIS WEBSITE.
This agreement on the terms and conditions
of use (the “Agreement”) of the web sites located
at the uniform resource locators (“URLs”) www.scottradecenter.com
and www.scottradecenter.net (the “Sites”) is between
Kiel Center Partners, L.P., doing business as Scottrade Center
(the “Arena”), and all visitors and users of our
Sites (“you”). We provide information, services
and material on the Sites subject to this Agreement and to
any of our Sites. By using any of our Sites, you agree to
the terms and conditions of this Agreement and to our Privacy
Policy. The Arena reserves the right to change this Agreement
by posting any such changes on the Sites. We encourage you
to time for possible changes. Your continued use or access
of any of our Sites shall constitute your acceptance of any
Ownership of Sites, Trademarks,
Copyrights, Software and Other Intellectual Property
The Arena owns and operates the Sites as
well as all materials and content set forth on the Sites,
or has acquired the right to use such content and materials,
including without limitation, any and all text, statistics,
images, photographs, logos, graphics, illustrations, audio
and video clips, characters, copyrights, trademarks and other
intellectual property (the “Materials”). You may
access, download and/or print the Materials only once on any
personal computer for your personal, non-commercial use. You
may not modify, copy, distribute, reproduce, produce derivative
works of, post, perform, transmit, upload, display or publish
the Materials without the Arena‚Äôs prior written consent.
The URLs www.scottradecenter.com and www.scottradecenter.net
and associated logos are proprietary trademarks or service
marks of the Arena. You may not use these or any of the Arena's
trademarks, service marks or other intellectual property without
the prior written consent of the Arena. This Agreement does
not confer any license or right under any copyright, trademark
or other intellectual property of the Arena or of any third
The Arena owns all software used to give
effect to the Sites (the “Site Software”). You
may not modify the Site Software in any manner or form, or
use modified versions of the Site Software, for the purpose
of obtaining unauthorized access to any of our Sites or for
any other purpose.
Use of Site Features
Our Sites may offer opportunities for you
to send messages in connection with various features that
the Arena may elect to offer, such as bulletin boards, chat
rooms, chats with special guests, information libraries, e-mail
services, online newsletters such as “Insider”
and electronic postcards (the “Site Features”).
When you use any of the Site Features, you will be subject
to any additional guidelines or rules applicable to such Site
Features. Any such additional guidelines or rules are hereby
incorporated in this Agreement by reference.
When you use certain Site Features, you
may be required to register and to provide certain personal
information, including your name, email address and other
required information. You may be asked to select a screen
name which will be used to identify you when you use the Site
Features. Your screen name need not include any personally
identifiable information, and we recommend that you do not
include personally identifiable information as part of your
screen name. You must not use any screen name that violates
any terms of this Agreement.
You agree that the Arena may use any information
for the purpose of enforcing this Agreement. In consideration
of your use of the Site Features, you agree to provide true,
accurate, complete and current information about yourself.
If you provide any information that is untrue, inaccurate,
incomplete or not current, or the Arena has grounds to suspect
that such information is untrue, inaccurate, incomplete or
not current, the Arena has the right to suspend or terminate
any issued password and refuse any and all current or future
use of the Site Features. The Arena reserves the right to
change, suspend or discontinue any Site Features at any time,
or to limit or restrict your access to certain Site Features
at any time, without notice to you and in its sole discretion.
If you submit any messages, notes, e-mails,
ideas, suggestions, concepts, other materials or other postings
through the use of the Site Features (“Posting”),
you are acknowledging that any such Posting (i) is not confidential
or proprietary to you or any other person or entity, and does
not create any confidential, fiduciary, contractually implied
or other relationship between you and the Arena or its agents
and representatives other than as expressly set forth in this
Agreement, (ii) is owned by the Arena, and (iii) may be used
by the Arena for any purpose, including for promotional or
By submitting a Posting, you are granting the Arena a perpetual,
royalty-free, non-exclusive, and irrevocable right and license
to reproduce, prepare derivative works based upon, distribute,
perform and display such information in whole or in part,
in any form, media or technology known or hereafter developed
Without limiting the generality of the foregoing, you agree
that the Arena may disclose in response to court orders or
to law enforcement entities, edit or delete any Posting.
You are prohibited from submitting any Posting
that: (i) restricts or inhibits any other user from using
and enjoying our Sites; (ii) is unlawful, threatening, abusive,
libelous, defamatory, obscene, vulgar, offensive, pornographic,
profane, sexually explicit or indecent; (iii) constitutes
or encourages conduct that would constitute a criminal offense,
gives rise to civil liability or otherwise violates any local,
state, national or international law; (iv) violates, plagiarizes
or infringes the rights of third parties including, without
limitation, copyright, trademark, patent, rights of privacy
or publicity or any other proprietary right; (v) contains
a virus or other harmful component; (vi) contains any information,
software or other material of a commercial nature; (vii) contains
advertising, promotions or commercial solicitations of any
kind; or (viii) constitutes or contains false or misleading
statements of fact.
The Arena reserves the right to review,
monitor, edit or delete any Posting by you that: (i) violates
the terms of this Agreement; (ii) constitutes illegal, offensive
or inappropriate material; or (iii) is required to be reviewed,
monitored, edited or deleted by any court order, or in any
governmental, administrative or judicial proceeding.
You acknowledge that any Posting may be
used by any third party, and the Arena assumes no liability
for such disclosures. Without limiting the generality of the
foregoing, in the event that you use the Site Features to
exchange information with third parties, you acknowledge that
the Arena does not control or guarantee the legality, authenticity,
accuracy or quality of any information posted by a third party
on any of our Sites or the use by such third party of any
such information. We recommend that you use caution when exchanging
information with any person that you interact with on any
of the Sites. The Arena is not responsible for monitoring
any exchange of information between you and any third party.
We recommend that you do not include any personally identifiable
information as part of any Posting.
The Arena is not responsible for any Posting
to any of our Sites. Although the Arena may monitor and/or
review any Posting, the Arena is not obligated to do so and
the Arena assumes no liability or obligation with respect
to any Posting.
By submitting any Posting on any of our
Sites, you represent and warrant that you are age 18 or over.
While the Sites contain links to third-party
web sites, the Arena is not responsible for the content of
any linked sites, including advertiser sites, and does not
own or control any such sites. The Arena does not endorse
any of these links but provides these links only as a convenience.
You acknowledge that we shall not be responsible
or liable for the content or conduct of, or associated with,
or related to any linked site or advertiser site, and, accordingly,
your access and use of any linked site or advertiser site
shall be solely at your own risk. If you have any questions
or concerns regarding any linked site or advertiser site,
maintained by that linked site or advertiser site, or contact
that linked site‚Äôs web site administrator.
You agree not to establish any links to
any of our Sites without the Arena's prior written consent.
You agree not to frame or incorporate any of our Sites or
any content on any of our Sites in another Web site without
the Arena‚Äôs prior written consent.
Access to Password Protected or
Otherwise Secure Areas
Access to and use of any password protected
or secure areas of our Sites is restricted to authorized users
only. Unauthorized individuals attempting to access these
areas of our Sites may be subject to prosecution. You are
solely responsible for maintaining the confidentiality of
your password and for all activities which take place by use
of your password.
Export of Information
The United States Export Controls laws prohibit
the export of certain technical data and software to certain
territories. No content from any of our Sites may be downloaded
or otherwise exported in violation of United States law.
Disclaimers and Limitation of Liability
While the Arena attempts to provide accurate
information on our Sites, it assumes no responsibility for
accuracy, including but not limited to typographical errors
or omissions. USE OF THE SITES AND THE SITE FEATURES IS AT
YOUR EXCLUSIVE RISK.
THE MATERIALS ON THE SITES ARE PROVIDED
“AS IS.” THE ARENA DISCLAIMS ALL WARRANTIES, EXPRESSED
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
AND ANY EXPRESSED OR IMPLIED WARRANTIES ARISING FROM ANY COURSE
OF DEALING, USAGE OR TRADE PRACTICE.
THE ARENA DOES NOT WARRANT THAT (I) OUR
SITES WILL BE UNINTERRUPTED OR ERROR-FREE, (II) DEFECTS OR
ERRORS IN OUR SITES WILL BE CORRECTED, (III) OUR SITES WILL
BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV)
ANY INFORMATION CONTAINED ON ANY OF OUR SITES, INCLUDING INFORMATION
OBTAINED THROUGH THE USE OF THE SITE FEATURES OR INFORMATION
CONTAINED IN ANY POSTING, WILL BE COMPLETE, ACCURATE OR RELIABLE.
UNDER NO CIRCUMSTANCE WILL THE ARENA BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES ARISING OUT OF THE USE, OR THE INABILITY
TO USE, ANY OF OUR SITES OR THE SITE FEATURES.
You shall indemnify, defend and hold harmless
the Arena, its owners, affiliates, officers, members, partners,
employees, agents and representatives from and against any
and all third party claims, liabilities, costs and expenses,
including reasonable attorney's fees and expenses, resulting
from: (i) your breach of any of the agreements, representations
and warranties contained in this Agreement; (ii) your use
of the Site Features, including, but not limited to, any transaction
between you and a third party; or (iii) any Posting by you
on any of our Sites.
This Agreement, together with our Privacy
Policy, the terms and provisions of which are hereby incorporated
in this Agreement by reference, constitute the entire agreement
between the parties, and supersede all prior written or oral
agreements or communications, with respect to the subject
matter hereof. This Agreement, and all claims or issues regarding
any of our Sites, shall be governed according to the laws
of the State of Missouri, without giving effect to any principles
of conflicts of law. Except as otherwise required by law,
any legal action concerning this Agreement or any of our Sites
must be brought within one (1) year after the claim or cause
of action arises and must be brought in the State of Missouri.
You hereby waive any argument that any such court does not
have jurisdiction over you or such dispute or that venue in
any such court is not appropriate or convenient. If any part
of this Agreement is deemed invalid or unenforceable according
to applicable law, the remainder of this Agreement shall continue
in effect. Our failure to insist upon strict enforcement of
any provision of this Agreement shall not be construed as
a waiver of any provision or right.