These Terms of Use were last modified on July 10th, 2019.

Terms of Use and your acceptance of them. Read before continuing.

Andorra, Inc. is pleased to provide you with the information, content, tools, products and services on the Andorra Platform (the term “Andorra Platform” refers to the https://www.andorraii.com web site, as well as to the offerings and content on it). Your use of the Andorra Platform is subject to these Terms of Use (“Terms”).

These Terms are a binding agreement between you and Andorra, Inc. (“Andorra”). By using or accessing the Andorra Platform, you accept and agree to be bound by these Terms. Your use of the Andorra Platform is governed by the version of the Terms in effect on the date the Andorra Platform is accessed by you.

You should review the most current version of these Terms by visiting the Andorra Platform and clicking on the Terms of Use hyperlink located at the bottom of the page. These Terms are in addition to any other agreements between you and Andorra, including any customer or account agreements, and any other agreements that govern your use of information, content, tools, products and services available on and through the Andorra Platform.

The terms “you” and “your” herein refer to, as applicable, the individual or organization accepting these Terms. If you are representing your organization, you are accepting these Terms for yourself and on behalf of your organization. You represent that you have full authority to bind your organization to these Terms and agree on behalf of your organization that it is responsible for all access to and use of the Andorra Platform by end users who obtain access to the Andorra Platform through your organization. You and your organization acknowledge and agree that Andorra has relied on the foregoing representation in permitting you and your organization’s end users to access and use the Andorra Platform. PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OR USING THE ANDORRA PLATFORM.

Andorra makes available its services and related technology under an agreement with its customer (the “Customer Agreement”) and, pursuant to such Customer Agreement and subject to these Terms, may make available certain of those services and technology to you. You acknowledge and agree that the Customer Agreement is solely for the benefit of Andorra and its customer and that neither you nor any investor, advisor, or other person or entity, is a beneficiary, intended or otherwise, of the Customer Agreement.

By clicking the “Accept” button or accessing or using Andorra’s then-current version of one or more of the proprietary products located at https://www.andorraaii.com (or such other internet address as Andorra may designate from time to time) (collectively, the “Product”) in any way, including without limitation, using any information, and/or submitting any content or personal information via the Product, you agree to and are bound by the terms, conditions, policies and notices contained in these Terms, including without limitation conducting this transaction electronically, third party terms and conditions, disclaimers of warranties, damage and remedy exclusions and limitations, and the choice of Delaware law, without regard to its conflicts of laws principles.

Andorra may modify these Terms from time to time and may notify you of such modifications by any reasonable means, including by posting the revised Terms on the Andorra Platform. Any such modification will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such modifications, or otherwise notified you of such changes. Your continued access to or use of the Product following these changes means that you accept the revised Terms.

If you do not want to agree to these Terms, you should click the “Decline” button and immediately cease your access and use of the Product and the https://www.andorraaii.com website.

1. Grant of License.

In exchange for your agreement to these Terms, Andorra grants you a limited, non-exclusive, nontransferable, revocable license, without right of sublicense, to use the Product, subject to the terms of any applicable agreement between you and Andorra. You agree that you shall only use the Product in a manner that complies with all applicable laws in the jurisdictions in which you use the Product, including, but not limited to, applicable restrictions concerning privacy, copyright and other intellectual property rights. The Product includes the provision of research reports and data concerning securities and other subjects, much of which is gathered from entities that are not affiliated with Andorra (“Third Party Content”). You acknowledge that information, materials, and/or Third Party Content made available through the Product are subject to change at any time and without notice.

You also acknowledge that Andorra may from time to time add or remove beta or other features within the Product without notice, and the use of or access to any added feature shall be governed by these Terms, provided that the use of any beta feature is at your own risk, if and for so long as available. All beta features are provided on an “AS IS” basis, and Andorra makes no warranties and disclaims all liability, direct or indirect, with respect to any and all such beta features.

Under these Terms, you may not and you may not allow others to:

(a) Transfer your license to use the Product or sublicense or assign your license or your rights under it;
(b) Use, download, copy, or transfer the Product or the Andorra Platform or any part thereof except as expressly permitted under these Terms;
(c) Distribute, rent, sell, loan, lease, sublicense or otherwise deal in the Product or the Andorra Platform and/or any elements of the Product or the Andorra Platform;
(d) Alter, adapt, merge, modify, translate, or create derivative works of the Product or the Andorra Platform or any elements of the Product or the Andorra Platform in any way, or for any purpose, other than with the prior written consent of Andorra;
(e) Reverse engineer, disassemble, or de-compile the Product or the Andorra Platform or otherwise attempt to obtain or perceive the source code for the Product or the Andorra Platform;
(f) Remove, change, or obscure any identification marks or notices of proprietary rights and restrictions in the Product or the Andorra Platform or any elements of the Product or the Andorra Platform;
(g) Use the Product or the Andorra Platform in any manner that could damage, disable, overburden or impair any Andorra network or server or for any unlawful or unauthorized purpose;
(h) Use the Product or the Andorra Platform in any manner that could interfere with any other party’s use of the Product or the Andorra Platform;
(i) Attempt to gain unauthorized access to other accounts, computer systems or networks connected to any Andorra server or to any of the Product or the Andorra Platform through hacking, password mining or any other means;
(j) “Hack”, “crack” or “attack” the Product or the Andorra Platform or any firewall, security mechanism, or digital rights management system within or relating to the Product or the Andorra Platform, including, without limitation, websites or servers;
(k) Attempt to obtain or obtain any materials or information through any means not intentionally made available through the Product or the Andorra Platform;
(l) Access the Product or the Andorra Platform through devices or services that are designed to provide high-speed, automated, repeated access, unless such devices are approved or made available by Andorra;
(m) Perform, or release the results of, benchmark tests or other comparisons of the Product or the Andorra Platform with other services;
(n) Use the Product or the Andorra Platform in a way that is illegal or otherwise harmful, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age, or otherwise objectionable, or
(o) Redistribute, copy, reproduce or disseminate to any person any information or content, including without limitation the Third Party Content, without Andorra’s prior written consent.

You are solely responsible for maintaining compatible mobile and other devices used to access the Product and the Andorra Platform, and any Internet and network access, and all charges related thereto.

2. Passwords and User Names

You shall select, protect, and maintain a user name and password in accordance with Andorra’s instructions and published procedures. You will at all times be responsible for maintaining the security of, and any access to or use of, your user name and password. You accept and acknowledge that you will be responsible for all activities that occur under your user name, and you will hold Andorra harmless from any claims related to such activities. You shall promptly notify Andorra of any loss, theft or unauthorized use of your password of which you become aware.

3. No Financial or Investment Advice

None of the information contained in the Product or the Andorra Platform is to be construed as investing advice, nor should it be used by others in connection with any sale, offer for sale or solicitation of an offer to buy securities or any other instruments.

The materials and information presented through the Product are for informational purposes only, and do not constitute not an offer or recommendation to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular trading strategy. Andorra provides you with access to a variety of resources, including information, content, products and services. Andorra does not perform and is not responsible for performing due diligence reviews of any information provided through the Product. Certain information provided through the Product, such as the potential beneficiaries of a public benefit corporation or similar entity, represents solely the opinions of the administrators of the Product and should be accepted as such. You are solely responsible for determining whether any investment, investment strategy, security or related transaction is appropriate for you and/or your clients based on your clients’ personal investment objectives, financial circumstances and risk tolerance. You should consult your financial, legal or tax professional regarding your specific situation.

Andorra is not acting as a fiduciary or endorsing any company, products, services or securities by publishing any information contained in the Product or on the Andorra Platform. We do not warrant or guarantee the accuracy or timeliness of any such information or data and disclaim all liability for investment or other decisions based upon this information. All content in the Product and on the Andorra Platform 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.

Andorra specifically disclaims any and all liability or loss arising out of any action taken in reliance on this information, including but not limited to market value loss on the sale or purchase of securities or other instruments or obligations.

4. Third Party Content

Third Party Content is published or provided through the Product. You bear all risk associated with use of or reliance upon Third Party Content. Andorra does not explicitly or implicitly endorse or approve any Third Party Content. The Third Party Content providers do not implicitly or explicitly endorse or approve the Third Party Content, nor do they give investment advice, or advocate the purchase or sale of any security or investment.

While Andorra makes every attempt to provide accurate and timely information to serve the needs of users, neither Andorra nor the Third Party Content providers guarantee its accuracy, timeliness, completeness or usefulness, and are not responsible or liable for any such content, including any advertising, products, or other materials on or available from third party sites. Third Party Content is provided for informational purposes only and Andorra and the Third Party Content providers specifically disclaim any responsibility for Third Party Content available on the site. You will use Third Party Content only at your own risk. THE THIRD PARTY CONTENT IS PROVIDED ON AN “AS-IS” BASIS. THE THIRD PARTY CONTENT PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

THE THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE THIRD PARTY CONTENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Termination

Your rights to use and access the Product and the Andorra Platform may be suspended or terminated automatically, without notice or refund, if you fail to comply with any of these Terms or those of the Agreement (as defined in Section 14), including without limitation the failure to pay any amount due to Andorra under the Agreement. Furthermore, notwithstanding anything to the contrary herein or in the Agreement, if applicable, you agree that Andorra may (without limiting any other rights or remedies available to Andorra) immediately and without notice to you, access, disable or remove data, halt internet traffic or communications to or from all servers or workstations containing data or to any service, or take any other actions that Andorra determines, in its sole discretion, may be necessary: (i) to respond to an actual or suspected security threat or to limit a party’s potential exposure as a result of a security threat; (ii) to respond to service or technical problems or as requested by you; (iii) to comply with applicable laws and/or requests from government authorities and regulatory bodies, or where your use of the Product or the Andorra Platform causes Andorra to be in violation or potential violation of laws, regulations or government or regulatory body requirements; or (iv) to respond to actual or suspected fraudulent or other illegal activity or to prevent actions that may compromise the integrity, performance or security of the Product or the Andorra Platform. These Terms also will terminate automatically and your access to the Product and the Andorra Platform will be terminated without notice if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, or if you suffer or file any similar action in consequence of debt. In the event these Terms are terminated, Sections 1, 3, and 5-14 shall survive.

6. Disclaimer of Warranties

ANDORRA IS PROVIDING THE PRODUCT TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND. ANDORRA MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE PRODUCT PROVIDED TO YOU UNDER THESE TERMS. ANDORRA EXPRESSLY AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS, WORKMANLIKE EFFORT, COURSE OF DEALING, TITLE, NONINFRINGEMENT, ACCURACY, TIMELINESS OR COMPLETENESS OF THE PRODUCT AND WITH RESPECT TO THE USE OF THE PRODUCT, OR THAT DEFECTS OR INACCURACIES, IF ANY, IN THE PRODUCT WILL BE CORRECTED.

ANDORRA DOES NOT WARRANT THAT THE PRODUCT OR THE ANDORRA PLATFORM WILL MEET YOUR NEEDS, OR THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. ANDORRA ALSO MAKES NO WARRANTY THAT THE RESULTS OBTAINED FROM THE USE OF THE PRODUCT AND THE ANDORRA PLATFORM WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCT OR THE ANDORRA PLATFORM WILL MEET YOUR EXPECTATIONS.

No employee, agent, representative, or affiliate of Andorra has authority to bind Andorra to any oral representations or warranty concerning the Product. Any written representation or warranty made by an employee, agent, representative, or affiliate of Andorra that is not contained in these Terms will not be enforceable.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANDORRA SHALL NOT BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY OF THE FOLLOWING, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE: LOSS OF BUSINESS, LOSS OF REPUTATION, LOSS OF PROFITS OR GOODWILL, LOSS OF USE, LOSS OR DAMAGE TO OR CORRUPTION OF DATA, THE UNAUTHORIZED DISCLOSURE OF SENSITIVE, VALUABLE, OR CONFIDENTIAL INFORMATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THE PRODUCT, THE THIRD PARTY CONTENT OR YOUR USE OF THE PRODUCT OR THIRD PARTY CONTENT, AND/OR ANY COSTS OF PROCURING SUBSTITUTE GOODS, PRODUCTS, TECHNOLOGY, OR RIGHTS. THIS LIMITATION SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, IN EITHER CASE CAUSED BY, RESULTING FROM OR RELATING TO THE USE OF OR INABILITY TO USE THE PRODUCT.

ANDORRA WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH ANDORRA DOES NOT HAVE DIRECT CONTROL. THIS INCLUDES FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE AND INTERNET), UNAUTHORIZED ACCESS, VIRUSES, THEFT, OPERATOR ERRORS, SEVERE OR EXTRAORDINARY WEATHER (INCLUDING FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD), FIRE, WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOR DISPUTE AND OTHER LABOR PROBLEMS, ACCIDENT, EMERGENCY OR ACTION OF GOVERNMENT.

YOU ACKNOWLEDGE AND AGREE THAT THE COMMERCIAL AND ECONOMIC TERMS UPON WHICH ANDORRA AGREES TO LICENSE THE PRODUCT HAVE BEEN CONDITIONED TO A SUBSTANTIAL EXTENT BY THE ABILITY OF ANDORRA TO MAKE AND ENJOY THE FULL PROTECTION OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS AND YOU AGREE, REPRESENT AND CONFIRM THAT THE CONTENTS OF SECTIONS 6 AND 7 ARE FAIR AND REASONABLE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THESE TERMS IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND ANDORRA BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT OR $1,000.00, WHICHEVER IS LESS.

8. Ownership, copyright and trademark

The Product is owned exclusively by Andorra. All rights, title and interest in and to the Product, including without limitation any corrections, updates, enhancements or modifications thereto (collectively, “Modifications”) shall at all times remain with Andorra. All copyright, trade secret rights, patent, trademark, and any other intellectual property or proprietary rights in and to the Product and Modifications shall at all times remain the exclusive property of Andorra. All rights not expressly granted under these Terms are reserved by Andorra. No suggestions, feedback, enhancement requests, recommendations or other disclosures related to the Product or the Andorra Platform (“Feedback”) made by you shall create any fiduciary or other obligation on the part of Andorra, and you hereby acknowledge and agree that such Feedback is not confidential. Andorra retains all right, title and interest in the Feedback. You hereby grant Andorra the unconditional, irrevocable right to use, commercialize and/or disclose any such Feedback as Andorra sees fit (including without limitation incorporating any such Feedback into the Product), without obligation of any kind.

The Andorra Platform and the Product are protected by applicable copyright laws. Accordingly, you may not copy, distribute, or modify the Andorra Platform or the Product, including any text, graphics, video, audio, software code, user interface design and logos. All trademarks and service marks on the Andorra Platform belong to Andorra or an affiliate, except third-party trademarks and service marks, which are the property of their respective owners.

9. Indemnity

You agree to indemnify and hold Andorra and its affiliates harmless from and against any damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of claims related to your use of the Product, the Andorra Platform, and/or violation of these Terms. Andorra 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, at your cost, cooperate with Andorra in asserting any available defenses.

10. Remedies

You agree that if you violate or threaten to violate any of these Terms, Andorra will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages, in addition to any other legal, equitable, or financial remedies to which Andorra may be entitled.

11. General

(a) Failure by Andorra to enforce any particular term herein shall not be construed as a waiver of any of Andorra’s rights under it.
(b) If any part of these Terms is held by a court of competent jurisdiction to be unenforceable for any reason whatsoever, you and Andorra agree that the validity of the remainder of the terms will not be affected.
(c) The validity, interpretation, construction, and performance of these Terms shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. Any action under these Terms or related to the Product or the Andorra Platform shall be commenced solely and exclusively in the state or federal courts located in Boston, Massachusetts. YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCT. You agree that you will not contest venue, and you waive any rights that you may have to initiate, transfer, or change the venue of any litigation arising from or related to these Terms.
(d) These Terms shall inure to the benefit of Andorra’s successors and assigns, whether by merger, consolidation, or otherwise.

12. No variation, amendment of, or addition to these Terms shall be effective without Andorra’s prior written consent.

13. Acknowledgment

You acknowledge that these Terms have the same force and effect as a signed agreement.

14. Entire Agreement

These Terms, and any written addendum or amendment signed by Andorra to these Terms, and if a written Customer Agreement, including any exhibits and data sheets thereto (collectively, the “Agreement”) is in effect between you and Andorra, are the entire agreement between you and Andorra with respect to the Product and supersede all previous communications, representations, understandings, and agreements, either oral or written, with respect to the Product or other subject matter covered by these Terms. To the extent of any conflict or inconsistency between the provisions of the body of these Terms and the Agreement, the terms of the Agreement shall prevail unless the provisions herein specifically state otherwise, in which case such provisions shall prevail.

© 2019 Andorra, Inc.

All rights reserved.