Terms and Conditions

These terms and conditions of use (these “Terms of Use” or this “Agreement”) are a legal agreement between you (together with the business entity, if any, that you represent: “you” or “your”) and Openfolio LLC. (“Openfolio”, “we”, “us”, or “our”). These Terms of Use contain the complete terms and conditions applicable to your access to and use of the features available at Openfolio’s Site (as defined below) located at www.openfolio.com. The Terms of Use also establish the conditions under which you will access and use the information, text, graphics, photos, videos, blogs, and such other services, products, or materials as we may provide from time to time (the “Content”) and any related sub-domains, third party portals, or mobile applications through which the Content is or may be made available (collectively, the “Site”).

The Content is for your individual usage only, subject to compliance with the terms and conditions set forth herein. You may not resell, lease, or provide Content, except as expressly permitted in these Terms of Use.

Acceptance of Terms

By using the Site and viewing the Content, you indicate your unconditional acceptance of these Terms of Use and agree to be legally bound by all terms, policies, and guidelines incorporated by reference in these Terms of Use. IF YOU DO NOT AGREE WITH THESE TERMS OF USE IN THEIR ENTIRETY, YOU MAY NOT USE THE SITE OR THE CONTENT. Please read them carefully, as they may have changed since your last visit.

We reserve the right to change the terms and conditions of the Terms of Use for any reason, at any time without prior notice, and you accept those modifications if you continue to use the Site. You should check the site frequently to see recent changes.

Minors

Our Content is available only to, and may only be used by, individuals who are 18 years or older and who can form legally binding contracts under applicable law.  Individuals under the age of 18 can use the Site, Content, and all related services only in conjunction with and under the supervision of a parent or legal guardian. In this case, the adult is the user and is responsible for any and all activities, subscribers and purchasers.

No Assignment or Transfer Rights

You may not assign or transfer your responsibility under these Terms of Use in whole or in part to any third party. Your account is personal and cannot be transferred or assigned, directly or indirectly, to another person, whether by operation of law or otherwise. Any attempted assignment or transfer is null and void. These Terms of Use shall bind and inure to the benefit of the parties (you and Openfolio) and their respective successors, permitted transferees, and permitted assigns.

Scope of Services

Openfolio maintains this Site as a benefit to our users, subject to these Terms of Use. Providing that you comply at all times with these Terms of Use, Openfolio will provide you with access to the Content. You are responsible for obtaining any equipment and internet service necessary to access the Site and for paying any fees for the equipment and services you select.  We may alter, suspend, or discontinue this Site or the Content in whole or in part, at any time and for any reason, without notice.  The Site may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

We may impose fees, charges or other conditions for use of the Site or parts thereof (with reasonable notice). We may offer you different tiers of access to Content and related services and features on the Site. You have the option to sign up for free Content and related services and features or you may sign up for paid Content and related services or features. We may offer different benefits to free Content subscribers or to subscribers who pay for Content, and we reserve the right to change our Content offerings and pricing from time to time. The fee for paid Content may vary based on the nature and frequency of the Content that we provide to you, or type of subscriber (e.g., individual, organization, student). We may offer certain Content at no fee, provided that you understand that we may choose not to continue to do so at any time. Nothing in these Terms of Use shall be taken to require Openfolio to continue to provide services that are of like nature to the Content.

Site Content

Users have a limited personal, non-transferable, non-exclusive, non-sublicensable right to access the Content of this Site subject to these Terms of Use. You are responsible for your use of the Site.

Openfolio does not warrant or represent that the Content will be error-free, uninterrupted, or secured. The Content may contain typographical errors, other inadvertent errors, or inaccuracies. We reserve the right to make changes to document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes.

You may view, copy, download, and print Content that is available on this Site, subject to the following conditions:

a.    No part of this Site or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.

b.    The Content may not be modified.

c.    Copyright, trademark, and other proprietary notices may not be removed.

d.    You may not use any data mining, robots, or similar data-gathering or extraction methods.

e.    Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any Content displayed on this Site, through the use of framing or otherwise, except:  (a) as expressly permitted by these Terms of Use; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on this Site.

f.    You may not use the Content, the layout of the Site, or any other material from the Site for the purpose of building a Site or other service that competes with the Site. The Content is the property of Openfolio or its licensors, and is protected by United States and international copyright laws. All rights to the Content are expressly reserved.

You shall not sell, transfer, publish, disclose, display, or otherwise make available the Content provided by Openfolio, or copies thereof, to others in violation of these terms of use.

Registration; Identity Verification; Security

Registration: In order to access our paid Content and specified free Content, you must register on our Site. You may register directly on the Site and create your login profile by providing your name and valid e-mail address. All information that is provided to Openfolio is subject to Openfolio’s Privacy Policy.

Personal Information and Accuracy: Please refer to our Privacy Policy for additional information on our practices for handling personal information.  However, if you choose to provide personal information to register for an account on this Site, you agree to provide accurate, complete, and current information as may be prompted by any registration forms on the Site and as requested on the screens that collect information from you.

You are responsible for keeping your registration information current through the account page on the Site. We have no obligation to confirm any user’s identity or to investigate any user’s reputation, conduct, morality, or criminal background.

Security: When you register on our Site, you are responsible for protecting your login and password from unauthorized use. You are also responsible for all activity using your login credentials that occurs on your account (including without limitation financial obligations).  You agree to notify Openfolio immediately if you believe that your login or password has been or may be used without your permission so that appropriate action can be taken.  We are not responsible for losses or damage caused by your failure to safeguard your login and password.

Limitation of Liability

USE OF THE CONTENT AND RELATED SERVICES IS AT YOUR SOLE RISK AND DISCRETION. OPENFOLIO DISCLAIMS ALL LIABILITY ARISING OUT OF OR RELATED TO THE SITE AND CONTENT AND RELATED SERVICES, INCLUDING VIDEOS, PHOTOS, DIAGRAMS, AND DESCRIPTIONS OF ACTIVITIES. IN NO EVENT SHALL OPENFOLIO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY USER OF THIS SITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING  WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE CONTENT OR SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OF USE, INCLUDING THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE SITE, THE CONTENT AND RELATED SERVICES, OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF OPENFOLIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

BY USING OUR SITE OR ACCESSING OUR CONTENT AND RELATED SERVICES, YOU AGREE TO RELEASE OPENFOLIO FROM ANY AND ALL CLAIMS, DEMANDS OR DAMAGES, EQUITABLE RELIEF, OR ANY OTHER LEGAL, EQUITABLE OR ADMINISTRATIVE REMEDY, OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN; SUSPECTED OR UNSUSPECTED; DISCLOSED OR UNDISCLOSED; PAST, PRESENT, OR FUTURE, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE CONTENT AND RELATED SERVICES ON THE SITE.

YOU AGREE THAT OPENFOLIO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF SERVICE, THE SITE, THE CONTENT, OR ANY PRODUCT OR SERVICES WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID, IF ANY, BY YOU TO OPENFOLIO FOR YOUR ACCESS TO THE SITE AND CONTENT IN THE CALENDAR YEAR PRIOR TO THE DATE OF THE FIRST PERMITTED CLAIM YOU MAY HAVE AGAINST OPENFOLIO.

Except as expressly provided herein, all text, images, and other content and related services on or accessible from this site are provided "as is" WITHOUT WARRANTY OF ANY KIND, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Specifically, but without limitation, openfolio does not warrant that: (i) the information available on this site is free of errors; (ii) the products or services are not defective; (iii) the functions or services (including but not limited to mechanisms for the downloading and uploading of content) provided by this site will be uninterrupted, secure, or free of errors; (iv) defects will be corrected; or (v) this site or the server(s) that makes it available are free of viruses or other harmful components.

Information provided by Openfolio through this Site and its Content shall NOT be construed as professional instruction or advice. The information is not a substitute for guidance by a licensed professional or advisor.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.  Accordingly, some of the above limitations may not apply to you. 

No Class Actions

YOU AGREE THAT ANY CLAIMS YOU ASSERT AGAINST OPENFOLIO SHALL BE BROUGHT SOLELY BY YOU AND NOT AS PART OF A CLASS OF CLAIMANTS.

EACH PARTY HEREBY WAIVES ANY RIGHT TO SEEK REMEDY AGAINST THE OTHER PARTY, IN CONNECTION WITH THESE TERMS OF USE, THE SITE, AND THE CONTENT, THROUGH A CLASS ACTION.

Important Securities Disclaimer

You understand that no Content published on the Site constitutes a recommendation that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person. You further understand that none of the bloggers, information providers, App providers, or their affiliates are advising 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 that any of the content published on the Site may be deemed to be investment advice or recommendations in connection with a particular security, such information is impersonal and not tailored to the investment needs of any specific person. You understand that an investment in any security is subject to a number of risks, and that discussions of any security published on the Site will not contain a list or description of relevant risk factors. In addition, please note that some of the stocks about which content is published on the Site have a low market capitalization and/or insufficient public float. Such stocks are subject to more risk than stocks of larger companies, including greater volatility, lower liquidity and less publicly available information. Content on the Site which may or may not be deemed by you to be recommendations may have an effect on their stock prices.

You understand that the Site may contain contradicting opinions with regard to securities. You understand and agree that, although we require all employees to disclose every stock in which they, their immediate family, or any entity under their control, have a personal interest, if such stock is mentioned in a blog, post, or Content which they publish, non-employees, including outside Content contributors or their affiliates may write about securities in which they or their firms have a position, and that they may trade for their own account, and that they may or may not be subject to a disclosure policy. In cases where Openfolio becomes aware that one of its employees has violated his or her disclosure obligation, Openfolio will take appropriate action. In addition, outside bloggers or Content contributors may be subject to certain restrictions on trading for their own account. However, you understand and agree that at the time of any transaction that you make, one or more Content contributors or their affiliates may have a position in the securities written about.

You understand that performance data is supplied by sources believed to be reliable, that the calculations herein are made using such data, and that such calculations are not guaranteed by these sources, the information providers, or any other person or entity, and may not be complete.

From time to time, reference may be made on our Site to prior posting, blog, article, opinion or other Content we have published. These references may be selective, may reference only a portion of a posting, blog, article or opinion, and are likely not to be current. As markets change continuously, previously published information and data may not be current and should not be relied upon.

All content on the Site is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.

No Investment Recommendations or Professional Advice

The Site is not intended to provide tax, legal, insurance or investment advice, and nothing on the Site should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by Openfolio or any third party. You alone are solely responsible for determining whether any investment, security or strategy, or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult an attorney or tax professional regarding your specific legal or tax situation.

Content Submitted by Users

Liability. We are not responsible or liable for the conduct of users or for any views, opinions and statements expressed in Content submitted by users for public display or otherwise through our Site. We do not prescreen information or Content submitted by you or other users. We only act as a passive conduit for distribution and are not responsible for Content submitted by you or other users.  Any opinions, advice, statements, services, offers, or other information in Content expressed or made available by users of Openfolio are those of the respective author(s) or distributor(s) and not of Openfolio.  We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such Content.  You are responsible for ensuring that your own Content submitted to this Site is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity.  You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of Content to this Site.

Monitoring. We have the right, but not the obligation, to monitor Content submitted to the Site to determine compliance with these Terms of Use. We have the right in our sole discretion to edit or remove any Content submitted to, posted to, or provided through the Site, including without limitation any Content that is forbidden under the section “Prohibited Conduct”. Without limiting the foregoing, we have the right to remove any material that Openfolio, in its sole discretion, finds to be in violation of these Terms of Use or otherwise objectionable, and you are solely responsible for the Content that you post to this Site.

Moderation. In order to maintain a level of discourse appropriate to our user base, we may, at our discretion, delete comments, articles, posts, or other user communications and block/delete accounts of users we believe lower the level of discourse and courtesy to which we aspire.

Moderating decisions are subjective, and we strive to make them carefully and consistently. Due to the volume of content, we cannot review moderation decisions with users and cannot reverse decisions.

Our blogs, forums, features and Content are intended as a platform for thoughtful users to discuss and make their own investment decisions, with or without the help of a broker. We strongly encourage all participants to disclose any positions they have in stocks being discussed.

Without derogating from the above, Openfolio, at its sole discretion, may refrain from posting or removing Content submitted by users that violate these standards or which are otherwise inappropriate. If a user has a business relationship with a company named in an article, blog, post, comment, or other Content that he or she has authored, that relationship must be fully and accurately disclosed.

If you have any comments on our policies, or complaints or concerns of any kind about any posts, please contact us at support@openfolio.com. We will review all of the information that you communicate to us, but we may not be able to take action or respond directly to each email.

Prohibited Conduct

By accessing our Site or Content, you agree to abide by the following standards of conduct.  You agree that you will not, and will not authorize or facilitate any attempt by another person to use our Site, without limitation, to:

a.    Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Openfolio.

b.    Use a name or language that Openfolio, in its sole discretion, deems offensive.

c.    Post defamatory statements.

d.    Post hateful or offensive Content or Content that disparages any ethnic, racial, sexual, gender, religious, or other group.

e.    Post Content that depicts or advocates the use of illegal drugs.

f.    Post Content that characterizes violence as acceptable, glamorous or desirable.

g.    Post Content which infringes another's copyright, trademark or trade secret.

h.    Post unsolicited advertising or unlawfully promote products or services.

i.    Harass, threaten, stalk or intentionally embarrass or cause distress to another person or entity.

j.    Impersonate another person.

k.    Promote, solicit, or participate in any multi-level marketing or pyramid schemes.

l.    Exploit children under 18 years of age. 

m.    Engage in disruptive activity such as sending multiple messages in an effort to monopolize the forum.

n.    Introduce viruses, worms, Trojan horses and/or harmful code to the Site.

o.    Obtain unauthorized access to any computer system through the Site.

p.    Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).   

q.    Solicit personal information from children under 13 years of age. 

r.    Violate any federal, state, local, or international law or regulation.

s.    Encourage conduct that would constitute a criminal or civil offense.

In addition, you may not use automated scripts to collect information or otherwise interact with our Content or the Site.

Openfolio reserves the right to consider other conduct to be prohibited; this section is intended to be illustrative.

Indemnification

General: By using this Site and our Content, you agree to indemnify, hold harmless and, at our option, defend Openfolio from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to reasonable attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with use of this Site or our Content by you or any other person accessing the Site using your account. Your agreement to these Terms of Use includes, without limitation, your use of any content that you acquire via the Site; and/or your gross negligence or willful misconduct.

Procedure:  A party’s obligations to indemnify the other party with respect to any third party claim, action or proceeding shall be conditioned upon the indemnified party: providing the indemnifying party with prompt written notice of such claim, action or proceeding, permitting the indemnifying party to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party, and cooperating at the indemnifying party’s request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information.  No indemnified party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party, which shall not be unreasonably withheld.  Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.

Intellectual Property Rights

General. Unless otherwise noted the Site, all Content contained on this Site is the property of Openfolio and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws.  Product and company names are trademarks or registered trademarks of their respective owners.

Suggestions: If you provide any feedback, an idea for improvement, or other suggestions (collectively, “Suggestions”) regarding the Site or Content, you hereby grant Openfolio a perpetual, irrevocable, non-terminable, worldwide, royalty-free and non-exclusive license to use any such submissions for improvement or other suggestions for any purpose whatsoever.

Aggregated data: By using the Site, you authorize Openfolio, on a royalty-free basis, to use and exploit any aggregated data regarding your use of the Site and access of the Content, so long as such use does not identify you. For more information, please see our Privacy Policy.

Copyright Infringement; Notice and Take Down Procedures

If you believe that any materials on this Site infringe your copyright, you may request that they be removed.  The request must include the following information:

a.    An electronic or physical signature of the copyright holder or an authorized representative;

b.    Identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work;

c.    Identification of the material that you believe to be infringing and its location, including a description of the material, its Site location or other pertinent information that will help us to locate the material;

d.    Your name, address, telephone number, and email address;

e.    A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law;

f.    A statement that the information in your claim is accurate; and

g.    A statement that "under penalty of perjury," you declare that your Notice is accurate and that you are the lawful copyright owner or are authorized to act on the copyright owner’s behalf.

For copyright issues relating to this Site, please contact:

 Yinon Ravid

By email: support@openfolio.com

In an effort to protect the rights of copyright owners, Openfolio maintains a policy for the termination, in appropriate circumstances, of users of this Site who are repeat infringers.

Limited Warranty

As a condition of your use of this Site, you warrant that:

(a)   You are at least 18 years of age, or if under 18, you are operating under supervision of a parent or legal guardian;

(b)   You possess the legal authority to create a binding legal obligation;

(c)   You will use this Site in accordance with this Agreement;

(d)   All information supplied by you on this Site is true, accurate, current and complete; and,

(e)   If you have an account with Openfolio, you will safeguard your account information and will supervise and be completely responsible for any use of your account by you and anyone other than you. We retain the right at our sole discretion to deny access to anyone to this Site and the services we offer, at any time and for any reason, including without limitation for violation of this Agreement.

Links to Third-Party Sites.

The Site may contain links to third party Sites, as well as other information that has been incorporated into the Site from third party Sites, that are provided to you as a convenience. Any outside Site or content incorporated from third party Sites that is accessed from our Site is independent from Openfolio. We have no control over are not responsible for the content or policies of any linked Site or material incorporated from third party Sites. We are not responsible for any loss or damage incurred in connection with your use of such links or incorporated content or dealings with the operators of such third party Sites.

No Implied Endorsements

In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Openfolio of that third party or of any product or service provided by a third party. Likewise, a link to any third party Site does not imply that we endorse or accept any responsibility for the content or use of such a Site.  Openfolio does not endorse, warrant or guarantee any product or service offered by any third party, and will not be a party to or in any way monitor any transaction involving any third party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you are responsible for exercising appropriate judgment and caution.

International Access

This Site may be accessed from countries other than the United States, although we do not guarantee that any country will allow access to this Site. We make no representation that information on this Site, or the Content we provide, is appropriate or available for use outside the United States. 

This Site and the Content may contain references to material that is only available within the United States and U.S. territories. Any such references do not imply that such material will be made available outside the United States. If you access and use this Site from outside the United States you do so at your own initiative and at your own risk, and you are responsible for complying with applicable local laws and regulations.

The laws of the United States prohibit the export of certain products, software, and data to particular persons, territories, and foreign states. Nothing from the Site may be exported, in any way, in violation of United States law.

Termination

We may terminate any user’s account or access to the Site or Content or all related services, without limitation, at our sole discretion, for any reason and at any time, with or without prior notice. You agree that you have no recourse if we do so and that we are not liable to you or any third party for any termination of your access to the Site or Content or all related services, including without limitation for any refunds related to Content or all related services that you have purchased from Openfolio. For example, but without limitation, if you violate these Terms of Use or our policies, or otherwise may harm our business interests, we may delete your account.  We may also take steps to prevent certain users from re-registering with the Site, at our sole discretion.

Openfolio may also terminate these Terms of Use immediately without cause in the event that Openfolio ceases to make available its Content to users generally.

As a registered user of Openfolio, you may unsubscribe by choosing to unsubscribe as may be provided in applicable email correspondence. You may delete your account with Openfolio at any time.

Governing Law and Jurisdiction

Your use of the Site is subject to all applicable local, state, and national laws and regulations.

The Terms of Use, privacy policy and the relationship between you and Openfolio shall be governed by and construed in accordance with the laws of the State of New York, notwithstanding any principles of conflicts of law to the extent that such principles would permit application of the law of any other jurisdiction. You consent to the exclusive jurisdiction and venue of the courts located within the State of New York, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Severability

Any heading, caption, or section title contained in these Terms of Use is for convenience only and is not to be considered in construing or interpreting these Terms of Use. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

Entire Agreement

These Terms of Service constitute the entire agreement between the parties relating to the subject matter herein. We may, at our sole discretion and without notice, revise these terms at any time by updating this posting.

Except as expressly set forth in these Terms of Use, no license or other right in or to the Content is granted to you, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.

Openfolio and you are independent contractors and are not partners, joint venturers, agents, employees, or representatives of the other party. These Terms of Use contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings, and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties.

For Additional Information

If you have any questions about these Terms of Use, please contact Openfolio directly at support@openfolio.com.