1. INTRODUCTION
These Terms and Conditions of Use (these "Terms") describe the terms and conditions under which Atlantic Investment Management, Inc. and its affiliates ("Atlantic") will permit persons who visit this Web site (the "Atlantic Site") to use the site and the services that Atlantic makes available on or through it (the "Services"), including, without limitation, (1) persons who are authorized to use specified secure areas of this site ("Authorized Users") in conjunction with separate written subscription agreements with Atlantic (the "Subscription Agreements") and (2) other persons who visit the Atlantic Site but who are not authorized to use such secure areas (Authorized Users and other visitors collectively referred to as "you"). Please read these Terms carefully and refer to them as often as necessary. These Terms and the Subscription Agreement(s), if any, provide all of the applicable Atlantic requirements and comprise the entire agreement between you and Atlantic with respect to the Atlantic Site and the Services.
2. ACCEPTANCE OF TERMS THROUGH USE
By using the Atlantic Site, you signify your agreement to all terms, conditions, and notices contained or referenced in these Terms. If you do not agree to these Terms, you are not permitted to use the Atlantic Site. Atlantic reserves the right, at its discretion, to update or revise these Terms. Please check these Terms periodically for changes. Your continued use of the Atlantic Site following the posting of any changes to these Terms constitutes acceptance of those changes.
3. USER CONDUCT
If you are an Authorized User, your user name and password will be your identity for purposes of interacting with the Atlantic Site. You will use your password solely in accordance with this Agreement and notify Atlantic if you learn of or suspect any loss, theft or unauthorized use of your password.
You agree not to use the Atlantic Site for any unlawful purpose. You agree not to attempt to gain access to any area of the site and any information for which you have not previously received authorization in writing. You also acknowledge and agree that Atlantic has put into place security measures designed to prevent unauthorized access to the information of other Authorized Users, and should you gain access to any information for which you have not received prior authorization, you will not view, download, print, harvest or collect, or attempt to view, download, print, harvest or collect, any such information. You also agree that you will not upload or attempt to upload any content (including text, communications, software, images, sounds, data, or other information) that contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
You acknowledge and agree that, although Atlantic has implemented and uses its best efforts to maintain security measures designed to prevent the unauthorized access by visitors and other Authorized Users to the information that you are authorized to access and use, no security measures are available that can be 100% guaranteed to prevent such unauthorized access. Atlantic therefore does not warrant that such security measures will prevent such unauthorized access in each and every instance.
You further agree that you will not harvest or collect, or attempt to harvest or collect, information about other Authorized Users and other visitors to the Atlantic Site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications.
4. THIRD PARTY SITES
The Atlantic Site may link you to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of Atlantic, and you acknowledge that Atlantic is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by Atlantic or any association with its operators.
5. PROPRIETARY RIGHTS
You acknowledge and agree that all content and materials available on the Atlantic Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as may be expressly authorized by Atlantic under a separate written agreement, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. Notwithstanding the foregoing sentence, and unless Atlantic grants you broader rights under such separate written agreement, you are granted a limited license to print or download one copy of the materials or content on the Atlantic Site on any single computer for your personal, non-commercial use, provided you keep intact all copyright and other proprietary notices; subject, however, to any express terms and conditions displayed with such materials or content. Systematic retrieval of data or other content from the Atlantic Site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Atlantic is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in these Terms is prohibited. Except as expressly provided above, all rights are reserved.
As discussed above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on the Atlantic Site is strictly prohibited without the express written permission of Atlantic or as provided in a separate written agreement with Atlantic. Among other things, except to the extent required for the limited purpose of reviewing material on the Atlantic Site, electronic reproduction, adaptation, distribution, performance or display is prohibited. Use of any of Atlantic's trademarks as metatags on other Web sites also is strictly prohibited. You may not display this Web site in frames (or any of the content or materials via in-line links) without our express written permission. Permission to use certain content or materials in a manner prohibited by this Section 5 is granted only when certain limited criteria are met.
6. PRIVACY
Atlantic uses the personally identifiable information that it gathers primarily to communicate with you and, generally, it does not share this information with third parties. Atlantic uses return email addresses to answer the email that it receives. Such addresses are not used for any other purpose and are not shared with outside parties. However, Atlantic may disclose such information if it has received your permission beforehand or in very special circumstances, such as when it believes that such disclosure is required by law or other special cases described below.
Atlantic may also disclose personally identifiable information in special cases when it has reason to believe that disclosing this information is necessary to identify, contact, or bring legal action against you or someone else who may be violating these Terms or may be causing injury to or interference (either intentionally or unintentionally) with Atlantic's rights or property, other users of the Atlantic Site, or anyone else that could be harmed by such activities. Atlantic may disclose or access personally identifiable information when it believes in good faith that the law requires it and for administrative and other purposes that it deems necessary to maintain, service, and improve its products and services.
Atlantic does not sell or rent personally identifiable user information to anyone. Atlantic will notify you at the time of data collection or transfer if your data will be shared with a third party, and you will always have the option of not permitting the transfer.
Atlantic uses cookies to store and track information about Authorized Users. A "cookie" is a small amount of data that is sent to your browser from a Web server and stored on your computer's hard drive. Use of the secure areas of our Web Site requires that Authorized Users accept cookies. Atlantic uses session cookies in order to uniquely identify an Authorized User so that the Authorized User can login and have access to the secure area for which the Authorized User has authorization. Unlike most cookies, however, this session cookie is not retained after the Authorized User's browser is closed.
Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. As a result, while Atlantic strives to protect your personally identifiable information, it cannot ensure or warrant the security of any information that you transmit to it, and you do so at your own risk. Once Atlantic receives your transmission, it makes its best effort within the Atlantic Site to ensure the security of the information on Atlantic's systems.
To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Atlantic has put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information it collects online.
Providers and/or third parties linked to our Web Site have separate privacy and data collection practices. Atlantic has no responsibility or liability for these independent policies. For more information regarding each provider, its site, and its privacy policies, return to that provider's home page and click on its information link.
7. DISCLAIMER OF WARRANTIES
ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE ATLANTIC SITE (THE "CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ATLANTIC AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE ATLANTIC SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF THE CONTENT WILL NOT OCCUR; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE ATLANTIC SITE IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
8. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL ATLANTIC, ITS SUBSIDIARIES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE ATLANTIC SITE, OR THE UNAUTHORIZED ACCESS TO OR THE MISAPPROPRIATION OF ANY CONTENT MADE AVAILABLE ON OR THROUGH THE ATLANTIC SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ATLANTIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, ATLANTIC'S LIABILITY IN SUCH JURISDICTIONS WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
9. INDEMNIFICATION
Upon a request by Atlantic, you agree to defend, indemnify, and hold harmless Atlantic, its subsidiaries and other affiliated companies, and the employees, contractors, officers, and directors of each of them from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of the Atlantic Site. Atlantic reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Atlantic in asserting any available defenses.
10. INTERNATIONAL USE
Atlantic makes no representation that materials on the Atlantic Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Atlantic Site from other locations do so on their own initiative and are responsible for compliance with local laws.
11. CHOICE OF LAW AND FORUM
These Terms will be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms or your use of the Atlantic Site will be filed only in the state or federal courts located in the State of New York, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
12. DISPUTE RESOLUTION
All disputes arising out of or relating to these Terms or your use of the Atlantic Site ("Disputes") will be settled by final and binding arbitration conducted in New York, by a neutral arbitrator, in accordance with these Terms and the then-current commercial arbitration rules of the American Arbitration Association. Each party will bear its own expenses, except that the prevailing party may recover the filing costs and the expenses of the arbitrator from the other party. Any award of the arbitrator will be in writing and will state the reasons for the award. Judgment upon an award may be entered in any court having competent jurisdiction. The arbitrator will not have the power to order pre-hearing discovery of documents or the taking of depositions, but may compel attendance of witnesses and the production of documents at the hearing. The parties, their representatives and participants and the arbitrator will hold the existence, content and result of the arbitration in confidence, except to the limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration decision and award. Any Disputes relating to your failure to pay billed charges for the Services are exempt from the requirement of binding arbitration. You agree that Atlantic will be entitled to obtain preliminary injunctive relief to enforce any of these Terms against you pending a final determination in arbitration.
13. SEVERABILITY AND INTEGRATION
Unless otherwise specified herein, this agreement, together with your obligations with respect to the Subscription Agreement(s), if any, under which you are authorized to use the Services (as such obligations are set forth in Section 1 of these Terms), constitutes the entire agreement between you and Atlantic with respect to the Atlantic Site and the Services, and supersedes all other prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Atlantic with respect to the Atlantic Site and the Services. In the event of a conflict between these Terms and the Subscription Agreement(s), if any, under which you are authorized to use the Services, then the terms of such Subscription Agreement(s) shall govern. If any part of these Terms is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.
14. TERMINATION
Atlantic reserves the right, in its sole discretion, to terminate your access to all or part of the Atlantic Site, with or without notice.