Terms and Conditions of Use

This website and any pages thereof (collectively, the “Site”) belongs to Counsel Financial II LLC (“Counsel Financial,” “we,” “our,” or “us”). The Site and any services provided by us in connection with this Site (the “Services”) are being provided to you expressly subject to these Terms and Conditions of Use.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY REGISTERING, ACCESSING AND USING THIS SITE AND OUR SERVICES, YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, THEN DO NOT ACCESS THIS SITE OR OTHERWISE USE THE SERVICES. Any use of the site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Intellectual Property; Restrictions on Use

Our logo, and all other trademarks, service marks, graphics and logos in connection with the Site or the Services, whether registered or unregistered, are trademarks of Counsel Financial, its subsidiaries and affiliates, or are registered or unregistered trademarks that Counsel Financial is authorized to use, except as otherwise stated (collectively, the “Marks”).

Further, all rights to this Site, its design, the content and works of authorship displayed in the pages and screens on the Site (collectively, the “Copyrighted Materials”), are owned and controlled by us, and/or our subsidiaries and affiliates, and are protected by United States copyright laws.

These Terms and Conditions of Use permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, including, without limitation, any Copyrighted Materials or Marks, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
You may print or download a reasonable number of copies of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication or distribution.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

Modify copies of any materials from this Site.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
Redistribute, copy, reproduce, retransmit, publish, disseminate, sell, broadcast, license, frame, alter, create any derivative works of, or circulate any of the Copyrighted Materials, including any portion thereof, for any commercial or public purpose.

You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site. You acknowledge and agree that by downloading the Copyrighted Materials you do not acquire any ownership rights in or to such materials. Your use of the Site and/or the Services grants you no right or license to reproduce or otherwise use any of our intellectual property, including, without limitation, the Copyrighted Materials and Marks, or that of any third party.

Privacy

Your privacy is important to us, so please read the Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Submissions

All information that you submit to us through this Site, including, but not limited to any ideas, opinions, endorsements, comments, suggestions, concepts, materials and techniques, shall be deemed non-confidential in nature and will remain the property of Counsel Financial (collectively, “User Submissions”). You acknowledge and agree that we are free to use such information that you submit for any purpose, and that we shall not be subject to any obligations of confidentiality concerning the information submitted, except as required by law or expressly agreed in writing. Nothing contained herein shall be construed to limit the terms and conditions set forth in the Privacy Policy.

Third Party Links

Our Site may contain links to a website that is not owned, operated or controlled by us (“Third Party Links”). We make Third Party Links available to you strictly for your convenience only. We make no representations or warranties regarding any third party websites or the companies or persons that own or maintain them. We have no control over the contents of those sites or resources, and accept no responsibility for any loss or damage that may arise from your use of them. If you decide to click on a Third Party Link on our Site, you accept responsibility for all related risks. All websites accessed through Third Party Links are governed by the Terms of Use and Privacy Policies provided by the website’s owner.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to:

Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
Use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Site.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site.
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Site.

Reliance on Information Posted

The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

This Site may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by exclusively by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Counsel Financial. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Geographic Restrictions

Counsel Financial is based in the State of New York in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Changes

We reserve the right, at our sole discretion and without notice to you, to change, modify, add or remove portions of these Terms and Conditions of Use at any time by posting updates and changes on the Site. The revised version will be effective immediately at the time it is posted.

If any modification to these Terms and Conditions of Use is unacceptable to you, then your only recourse is to discontinue the use of this Site and our Services. Continued use of our Site or Services shall constitute your consent to such changes. You are expected to check this page frequently to ensure you are aware of any and all changes, as they are binding on you.

Termination

Counsel Financial may terminate your access to all or any part of the Site or the Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Terms and Conditions of Use agreement, then you must discontinue use of the Site and our Services. Such termination shall be your sole and exclusive remedy hereunder. All provisions of these Terms and Conditions of Use, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless Counsel Financial, its subsidiaries and affiliates, and any of our contractors, and each of our or their respective employees, directors, agents, affiliates and representatives, from and against any and all claims, costs, losses, damages, liabilities, deficiencies, judgments, assessments, fines, costs and other expenses (including reasonable attorneys’ fees and costs) arising out of your violation of these Terms and Conditions of Use.

DISCLAIMER & LIMIT TO LIABILITY

NO WARRANTY. TO THE EXTENT ALLOWED UNDER LAW, COUNSEL FINANCIAL (1) DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (2) DOES NOT GUARANTEE THAT THE SITE AND/OR SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS; AND (3) PROVIDES THE INFORMATION AND MATERIALS CONTAINED IN THIS SITE, INCLUDING TEXT, GRAPHICS, LINKS OR OTHER ITEMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS COUNSEL FINANCIAL HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT SUPERSEDES THIS AGREEMENT), COUNSEL FINANCIAL SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, ARISING IN CONNECTION WITH THIS SITE, THE SERVICES, ANY LINKED SITE OR USE THEREOF, OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, DAMAGE TO ANY COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSIONS, INTERRUPTION, DEFECT, DELAY IN OPERATION OR OTHER MALFUNCTION.

THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COUNSEL FINANCIAL AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW), AND EVEN IF COUNSEL FINANCIAL HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

GOVERNING LAW & VENUE. THESE TERMS AND CONDITIONS OF USE ARE GOVERNED BY, AND WILL BE CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION, AND THE PROPER VENUE FOR ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OF OF USE SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF ERIE.

Your Comments and Concerns

All feedback, comments, requests for technical support and other communications relating to the Site should be directed to: info@counselfinancial.com.