May 2019

Terms of Use

These Terms of Use (this “Agreement”) set forth the terms and conditions that apply to your access and use of the websites and software platforms owned or operated by ESO Management Services, LLC and its affiliated entities (collectively, the “Company”) and software or mobile applications related thereto and all information, content, tools, calculators, features and functionality located thereon (collectively, the “Service”) which are owned or provided by the Company.

1. ACCEPTANCE. Use of the Service constitutes your agreement to be bound by the terms and conditions contained in this Agreement. You represent and warrant that you are of legal age to use the Service. By accepting this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity.

2. INFORMATION FROM THIRD PARTIES AND USERS. The Service includes information, views, opinions and recommendations of individuals and organizations, including those of the Company, of interest to the investment community. The Company assumes no responsibility for the accuracy, legality, non-infringement, or fitness for any particular purpose or usefulness of information in any material available via the Service and it does not endorse or guarantee any such opinions or recommendations, nor does it give tax or investment advice or advocate or endorse the purchase or sale of any security or investment. Users should make an independent investigation before making any financial decisions. The Company is not responsible for any third-party products and services or third-party websites accessed through the Service.

3. YOUR USE OF THE SERVICE. The Company reserves the right to monitor or remove any information transmitted or received through the Service, or to terminate your use of the Service, at any time, without notice, in its sole discretion. Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Service for lawful purposes. Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair or other actions that the Company, in its sole discretion, may elect to take. In your use of the Service:

a. You are solely responsible for all content you submit in connection with the Service.

b. By submitting content in connection with the Service, you represent that you have all necessary rights and hereby grant the Company a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with the Service, and the business of the Company, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels.

c. You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.

d. You may not interfere with other users' use of the Service, including, without limitation, taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.

e. You may not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service, without the Company’s express written consent, which may be withheld in the Company’s sole discretion.

f. You may not use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Service, other than the search engines and search agents available through the Service and other than generally available third-party web browsers.

g. You may not post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of the Service.h. You may not attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service.

i. To the extent you communicate with Company personnel or others in the Company community, engage in any vulgar, bullying, pornographic, offensive, threatening, libelous or defamatory, illegal, or otherwise inappropriate behavior, including by means of oral or written communications, images, or files.

4. YOUR USER INFORMATION. Any information provided to or data generated by your activities regarding the Service will be available to the Company in order to assist you with the Services. To the extent you provide any registration information for use of the Service, you agree and understand that you are responsible for maintaining the confidentiality of any password or other login information which allows you to access the Service.

5. INTELLECTUAL PROPERTY RIGHTS. The “look and feel” (for example, the text, graphics, images, logos and button icons appearing on the websites or applications), photographs, editorial content, notices, software (including HTML-based computer programs) and other materials are protected under United States and other applicable copyright, trademark and other laws and belong to the Company or its software or content suppliers. The Company grants you the right to view and use the Service subject to these terms. Any distribution, reprint or electronic reproduction of any content from the Services, in whole or in part, for any other purpose is expressly prohibited without the Company’s prior written consent.

6. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH OR PROVIDED THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT OF THE SERVICE, WHETHER SUCH CONTENT IS PROVIDED BY THE COMPANY, USERS OR BY THIRD PARTIES AND THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

7. LIMITATIONS ON LIABILITY AND INDEMNIFICATION. NONE OF THE COMPANY OR ITS AFFILIATES OR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS OR MANAGERS (COLLECTIVELY, “AFFILIATES”) SHALL IN ANY EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF THE COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You AGREE TO defend, indemnify and hold harmless THE COMPANY and its affiliates from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

8. TERMINATION. You agree that the Company may, in its sole discretion, terminate or suspend your access to all or part of the Service for any reason, including, without limitation, breach of this Agreement or any subsequent modifications, or attempted assignment of your account by you. The Company shall not be liable to you or any third party for the termination of Service or any claims related to the termination of Service. Notwithstanding anything to the contrary herein, all covenants, agreements, representations and warranties made by you in this Agreement including but not limited to limitations of liability and indemnification shall survive the termination of this Agreement.

9. GOVERNING LAW AND VENUE FOR DISPUTES. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within the State of California, without giving effect to conflicts of laws principles. Any claim, dispute or controversy arising out of, or relating to, this Agreement, including any action or claim based on tort, contract or statute, including claims for equitable relief (permanent or preliminary) (“Claim”) shall be resolved by final and binding arbitration before the American Arbitration Association (“AAA”) in accordance with the AAA’s then existing rules and procedures. The arbitration shall be held in Palo Alto, California, and the final hearing, if any, shall be held no later than six months after the filing of the demand for arbitration. Discovery shall be limited to three depositions per party and ten document requests per party. Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Administrator and the Arbitrators; provided, however, the Arbitrators shall be authorized to determine whether a party is substantially the prevailing party, and if so, shall award to that substantially prevailing party reimbursement for its reasonable attorneys’ fees, costs, disbursements and AAA fees and costs.

10. MISCELLANEOUS. If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of this Agreement that is unlawful, void, or unenforceable shall be stricken from this Agreement. You agree that if the Company does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which the Company has the benefit of under any applicable law), such failure to exercise such right or remedy may not be construed as a waiver of any other rights and remedies. This Agreement and the Privacy Policy which is incorporated into this Agreement by reference represents the entire understanding and agreement between you and the Company regarding the subject matter of the same, and supersedes all other previous agreements. Both this Agreement and the Privacy Policy may be revised from time to time in the sole discretion of the Company and changes are effective upon posting via the Service, or as otherwise specified upon posting. You are deemed to accept and agree to be bound by any changes to the Agreement when you visit or use the Service after such changes are made. If this Agreement or any future changes are unacceptable to you, your cessation of use of the Service is your exclusive remedy. The Company is required to provide no notices to you under this Agreement, but if it chooses to do so, it may send such notices to any email address you have provided or the Company may obtain that it believes are accurate.

This innovative service promotes and enables a healthier relationship between companies and employees. I my opinion it's valuable to employees and great for the overall tech environment and economy. It is good for nobody when employees feel trapped because they can't afford to leave. In less extreme cases exercising can be expensive and somewhat risky and this is simply a good smart hedge and a good square deal. Brilliant!

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