JC Reed Online Services Agreement

Welcome to JC Reed! Use of this site is subject to the terms and conditions contained in the JC Reed Online Services Agreement (the " JC REED SERVICE AGREEMENT") set forth below. In continuing to access or use our site, you agree to be bound by those terms and conditions within the JC REED SERVICE AGREEMENT applicable to your use

Consent to Electronic Records and Signature
The JC REED SERVICE AGREEMENT, other online agreements, and our Web site include important disclosures and regulatory information that are associated with the JC Reed Services. From time to time, JC Reed may ask you to review other important disclosures or agreements about a JC Reed Service. One example is the "My Accounts" Terms and Conditions. We refer to all of these items as "Records and Disclosures."

When using our website, you will be consenting to electronic delivery of the JC REED SERVICE AGREEMENT and the Records and Disclosures in HTML format. To access, retain, and print the JC REED SERVICE AGREEMENT and other Records and Disclosures, you should use a Netscape™ Navigator 4.0 or Microsoft™ Internet Explorer 4.0 browser or higher with JavaScript enabled.

By using the website you will also agree to:

• You understand and intend that the  JC REED SERVICE AGREEMENT is a legally binding agreement and the equivalent of a signed, written contract;
• You will use all  JC Reed Services, and our Web sites generally, in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions of the  JC REED SERVICE AGREEMENT and any other applicable rules, guidelines or other conditions that govern the use of a particular  JC Reed Service as they may be amended by  JC Reed from time to time; and
• You understand, accept, and have received the JC REED SERVICE AGREEMENT and its terms and conditions, and acknowledge and demonstrate that you can access the JC REED SERVICE AGREEMENT and other Records and Disclosures on our Web site.

You should be aware, that the use of any JC Reed Service, including our Web site, is subject to the terms and conditions of the JC REED SERVICE AGREEMENT. This Agreement will always be available for your review as a link at the bottom of the JC Reed.com home page. Usage of the site will create an electronic record of your agreement and you will be able to continue with the registration process. Please carefully review the following terms and conditions.

JC Reed & Co., Inc. (" JC Reed," "we" or "us") operates the JC Reed Services, either alone or in conjunction with its affiliates, agents and partners. The JC Reed Online Services Agreement (" JC REED SERVICE AGREEMENT" or "Agreement") applies to JC Reed's web sites, other electronic channels as described below, and electronic content, services and tools. This includes investment tools, and other services or forums like JC Reed ONE and Education and Resources, as well as any features or content we may add in the future. We refer to all of the above as "JC Reed Services." This Agreement applies to all JC Reed Services regardless of the means by which you access such JC Reed Services.  JC Reed Services may be offered on the JC Reed.com domain as well as on other Internet domains operated by our agents or alliance partners. In addition, JC Reed Services may be available through other computer, telephonic, e-mail or wireless services or systems and any other computer, telephonic or wireless service or information system  JC Reed makes available to you, including successors to the systems described above.

We may also ask you to follow additional rules, guidelines or other conditions that govern the use of a particular JC Reed Service ("Rules and Guidelines") at the time you register for or use that JC Reed Service. The JC REED SERVICE AGREEMENT incorporates by reference the Rules and Guidelines of any JC Reed Service for which you register.

 JC Reed may revise the JC REED SERVICE AGREEMENT at any time, and you agree to be bound by future revisions. It is your responsibility to visit the link at the bottom of the JC Reed.com home page periodically to review the most current terms and conditions. If you have an account with JC Reed, your customer relationship with JC Reed is also governed by your account agreements. If there is any conflict between (1) the JC REED SERVICE AGREEMENT and (2) your account agreements, then your account agreements will govern.  JC Reed may also offer other services from time to time that are governed by different or additional terms and conditions.  JC Reed Services are subject to any disclosures or disclaimers found within the JC Reed Services

When you register for a JC Reed Service, we may ask you to give us certain identifying information ("Registration"). You agree to provide true, accurate, current and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from JC Reed for any purpose. We agree to treat with care the information you entrust to us, in accordance with the disclosures we give during the Registration process and in our Privacy Policy.

For your protection and the protection of our other customers and Web site users, we ask you not to share your Registration information (including passwords, User Names, and screen names) with any other person for the purpose of facilitating their access and unauthorized use of  JC Reed Services. You alone are responsible for all transactions initiated, messages posted, statements made, or acts or omissions that occur within any JC Reed Service through the use of your Registration information.

 JC Reed may offer you the opportunity to personalize a JC Reed Service or your online experience. While certain personalization features can provide a more convenient way to access the data and features most relevant to you, be aware that "cookies" and other similar identification techniques are used to associate you with the computer or electronic device that you are using. If you access JC Reed from a public location or if you otherwise share a computer or electronic device, some personalization features could reveal non-public personal information about you to others. You alone are responsible for deciding whether a particular personalization feature is appropriate for you and for any consequences that result from your decision.

If you believe that someone has used your Registration information to access any JC Reed Service without your authorization, please call JC Reed immediately at 866-9JC-REED.

 JC Reed grants you a single, non-exclusive, non-transferable and limited personal license to access and use the JC Reed Services. This license is conditioned on your continued compliance with the terms and conditions in the JC REED SERVICE AGREEMENT.

Unless otherwise indicated for a particular JC Reed Service, any communications or material of any kind that you e-mail, post or otherwise transmit through the JC Reed Services, including data, questions, comments, or suggestions (you’re "Communications") will be treated as non-confidential and non-proprietary. You hereby grant a license to JC Reed to reproduce, disclose, transmit, publish, broadcast, or post you’re Communications either on the JC Reed Web site or elsewhere with no liability or obligation to you.  JC Reed is free to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information.

 JC Reed may use third party service providers to assist in providing certain JC Reed Services with or without notice to you (each, a "Third Party Service Provider").  JC Reed may also change Third Party Service Providers or may itself provide a JC Reed Service without the assistance of such third party. You consent and authorize JC Reed to delegate the authorizations you provide to JC Reed to its Third Party Service Provider(s) as JC Reed deems necessary or desirable to provide the applicable JC Reed Service to you. You agree that the terms and conditions of the JC REED SERVICE AGREEMENT, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such Third Party Service Providers and such Third Party Service Providers are deemed to be third party beneficiaries of the JC REED SERVICE AGREEMENT, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. You also agree that all references to "JC Reed" within the JC REED SERVICE AGREEMENT and any incorporated terms are also deemed to include, where applicable, JC Reed's agents, such as the Third Party Service Providers.

To protect the privacy and security of your personal information, Third Party Service Providers will only be authorized to use or maintain your personal information only in accordance with JC Reed's privacy policy.

You agree to accept all communications from us regarding use of the JC Reed Services at the addresses you provide during Registration. Please promptly update any changes to your registration information by using the "Update User Information" link associated with each JC Reed Service.  JC Reed is entitled to rely on the e-mail address and U.S. mail address that you last provided to us. You agree to waive all claims resulting from failure to receive communications because of changes in your e-mail or U.S. mail address. From time-to-time we would like to send you information about JC Reed products and services. If you register for a JC Reed Service, you are granting JC Reed permission to communicate with you by e-mail. You can opt not to receive such information from us in the future by following the instructions in any e-mail that we send to you.

You agree to be bound by any affirmation, assent or agreement you transmit through the JC Reed Services you access by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent you give to receive communications from us solely through electronic transmission.

The following requirements apply to your use of all JC Reed Services:

• You will not use any electronic communication feature of a JC Reed Service for any purpose that is unlawful, tortuous, abusive, and intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful.
• You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
• You will not collect or store personal data about other users.
• You will not use any JC Reed Service for any commercial purpose not expressly approved by JC Reed in writing.
• You will not upload post, e-mail or otherwise transmit any advertising or promotional materials, including without limitation, "junk mail," "surveys," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or unauthorized communication.
• You will not upload, post, e-mail or otherwise transmit any material that contains viruses or any other computer code, files or programs which might interrupt, limit or interfere with the functionality of any computer software or hardware or telecommunications equipment.

We may make available to you through one or more JC Reed Services a broad range of financial information that we obtain Third Party Service Providers. This includes financial market data, quotes, news, analyst opinions, and research reports. Collectively, we refer to this as "Market Information."  JC Reed does not endorse or approve Market Information, and we make it available to you only as a service and convenience.  JC Reed and our Third Party Service Providers do not (1) guarantee the accuracy, timeliness, completeness or correct sequencing of Market Information, or (2) warrant any results from your use or reliance on Market Information. Market Information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither JC Reed nor the Third Party Service Providers are obligated to update any information or opinions contained in any Market Information, and we may discontinue offering Market Information at any time without notice. You agree that neither JC Reed nor the Third Party Service Providers will be liable to you in any way for the termination, interruption, delay, or inaccuracy of any Market Information. You will not redistribute or facilitate the redistribution of Market Information, nor will you provide access to Market Information to anyone who is not authorized by JC Reed to receive Market Information. If you are a securities broker, dealer, banker, or investment advisor, you agree not to use Market Information provided by JC Reed for any purpose related to your business.

The JC Reed Services and content (including Market Information) are for information, education, and entertainment purposes only. Although JC Reed Services may provide information relating to investment approaches and opportunities to buy or sell securities, you should not construe any Market Information, features, tools or other content available through any JC Reed Service as legal, tax, investment, financial or other advice. Nothing contained in any JC Reed Service or any other content on our Web site constitutes a solicitation, recommendation, endorsement, or offer by JC Reed or a Third Party Service Provider to buy or sell any securities or other financial instruments.

You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any JC Reed Service before making any decisions based on Market Information or content contained in a JC Reed Service. In exchange for using JC Reed Services, you agree not to hold JC Reed or any Third Party Service Provider liable for any possible claim for damages arising from any decision you make based on information made available to you through any JC Reed Service.

With the exception of applications commonly known as Web Browser software, or other applications formally promoted, endorsed or approved by  JC Reed in writing, you agree not to use any software, program, application or any other device to access or log on to any  JC Reed Service, including  JC Reed's computer systems, Web site or proprietary software or to automate the process of obtaining, downloading, transferring or transmitting any Market Information or any other content to or from any  JC Reed Service, including  JC Reed's computer systems, Web site or proprietary software.

 JC Reed and/or its employees or directors as well as its affiliates, consultants and Third Party Service Providers may have clients with positions in securities or companies referenced in Market Information and may, as principal or agent, buy from or sell to customers. From time to time, JC Reed may perform investment banking or other services for, or solicit such services from, companies mentioned in Market Information. From time to time, JC Reed or a Third Party Service Provider may be unable to provide Market Information with respect to certain companies with which JC Reed or the Third Party Service Provider or their affiliates have certain business relationships.

Electronic (including wired and wireless) communications through the JC Reed Services may not be encrypted. You acknowledge that there is a risk that data, including e-mail, electronic and wireless communications and personal data, may be accessed by unauthorized third parties when communicated between you and JC Reed or between you and other parties.

 JC Reed, its affiliates and agents are entitled, but not obligated, to review or retain your Communications. We and our Third Party Service Providers may monitor your Communications to evaluate the quality of service you receive, your compliance with the JC REED SERVICE AGREEMENT, the security of the JC Reed Services, or for other reasons. You agree that these monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which JC Reed or its Third Party Service Providers monitor your Communications and enforce or fail to enforce the Rules and Guidelines of any JC Reed Service and the terms of the JC REED SERVICE AGREEMENT. In no event will JC Reed or its Third Party Service Providers be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of any monitoring activities.

 JC Reed may make available links from a JC Reed Service to other, third party sites or electronic services providers that are not affiliated with JC Reed.  JC Reed does not control these other sites or services, and JC Reed makes no representations or endorsements whatsoever concerning those sites or services. The fact that JC Reed has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. There are risks in using any information, software, service or product found on the Internet, and JC Reed cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold JC Reed liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.

ALTHOUGH JC REED TRIES TO PROVIDE ACCURATE AND TIMELY INFORMATION THROUGH ITS JC REED SERVICES, THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS.  JC REED RESERVES THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. THE INFORMATION PROVIDED THROUGH THE JC REED SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE."  JC REED DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN THE JC REED SERVICES.  JC REED PROVIDES NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA.  JC REED EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION CONTAINED IN THE JC REED SERVICES.  JC REED MAY CHANGE INFORMATION CONTAINED IN THE JC REED SERVICES AT ANY TIME AND MAKES NO COMMITMENT TO UPDATE THE INFORMATION CONTAINED IN THE JC REED SERVICES. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THE JC REED SERVICES.

FURTHER, JC REED MAKES NO WARRANTIES REGARDING THE JC REED SERVICES.  JC REED AND ITS AFFILIATES AND AGENTS (INCLUDING THIRD PARTY SERVICE PROVIDERS) DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE JC REED SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM JC REED OR THROUGH OR FROM THE JC REED SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOU AGREE TO INDEMNIFY AND HOLD JC REED AND ITS AFFILIATES, AGENTS, EMPLOYEES, AND LICENSORS (INCLUDING THE THIRD PARTY SERVICE PROVIDERS) HARMLESS FROM ANY CLAIM, DEMAND, LOSS, COSTS OR EXPENSE, INCLUDING ATTORNEYS' FEES, MADE BY ANY PERSON ARISING OUT OF YOUR VIOLATION OF THIS AGREEMENT, STATE OR FEDERAL SECURITIES LAWS OR REGULATIONS, OR ANY OTHER PERSON'S RIGHTS, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF ANY COPYRIGHT OR VIOLATION OF ANY PROPRIETARY OR PRIVACY RIGHT.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL JC REED OR ITS AFFILIATES, AGENTS, EMPLOYEES, OR LICENSORS (INCLUDING THIRD PARTY SERVICE PROVIDERS) BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY JC REED SERVICE, EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO EVENT WILL  JC REED OR ITS THIRD PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TORT, CONTRACT OR ANY OTHER LIABILITY ARISING IN CONNECTION WITH THE USE OF A  JC REED SERVICE, OR RELIANCE ON ANY INFORMATION OR SERVICES PROVIDED BY  JC REED.  JC REED AND ITS THIRD PARTY SERVICE PROVIDERS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU AND/OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF  JC REED OR ITS THIRD PARTY SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE  JC REED SERVICES; (ii) THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS; (iii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE  JC REED SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE  JC REED SERVICES; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY, EVEN IF THE THIRD PARTY HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE  JC REED SERVICES. YOU AGREE THAT YOU WILL NOT IN ANY WAY HOLD JC REED RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES (INCLUDING THIRD PARTY SERVICE PROVIDERS) IN CONNECTION WITH THE JC REED SERVICES.

Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages] may not apply to you, and the respective liability of JC Reed and its Third Party Service Providers, employees, distributors and agents is limited to the greatest extent allowable under applicable law in those states.

In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liabilities or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of your remedies under this Agreement fail then you expressly agree that under no circumstances will the total, aggregate liability of  JC Reed and its Third Party Service Providers, employees, distributors, agents or affiliates, to you or any party claiming by or through you for any cause whatsoever exceed $100 (U.S.), regardless of the form of action and whether in contract, statute, tort or otherwise.

Except as otherwise permitted by  JC Reed, no materials from the  JC Reed Services or any site owned, operated, licensed or controlled by  JC Reed may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on the JC Reed Services for non-commercial, personal use. If you do so, you agree to retain all copyright and other proprietary notices contained on the materials. You may not use, distribute, modify, transmit, or post the content of the  JC Reed Services for public or commercial purposes, including any text, images, audio, or video without  JC Reed's written permission.

The JC Reed Services are owned by JC Reed or its affiliates or agents (including the Third Party Service Providers) and are protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to JC Reed or its affiliates, licensors or agents (including the Third Party Service Providers). Other third-party products and brand names may be trademarks or registered trademarks of their respective owners, and may not be affiliated with JC Reed. Nothing contained in the JC Reed Services should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any trademark displayed on the JC Reed Services without the written permission of JC Reed or such third party that may own the trademarks displayed on the JC Reed Services. Your use of the trademarks displayed on the JC Reed Services, or any other content in the JC Reed Services, except as provided herein, is strictly prohibited.

Images displayed through the JC Reed Services are either the property of, or used with permission by, JC Reed. You are prohibited from using or authorizing the use of these images unless specifically permitted under the JC REED SERVICE AGREEMENT. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes. Pursuant to Section 512(c) (2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, JC Reed has designated an agent to receive notifications of claimed infringement.

 JC Reed reserves the right to modify or discontinue temporarily or permanently, a JC Reed Service (or any part thereof) with or without notice. You agree that JC Reed will not be liable to you or to any third party for any modification, suspension or discontinuance of a JC Reed Service. Please keep in mind that extended periods of inactivity may also result in your enrollment in a JC Reed Service being canceled. The license granted under the JC REED SERVICE AGREEMENT will terminate if JC Reed believes that any information provided by you, including your e-mail address, is no longer current or accurate, or if you fail to otherwise comply with any term or condition of the JC REED SERVICE AGREEMENT and all Rules and Guidelines for each JC Reed Service. Upon such violation, you agree to terminate access to the JC Reed Services.

The JC REED SERVICE AGREEMENT, and all future agreements you may enter into with JC Reed, unless otherwise indicated on such other agreement, will be governed by the law of the state of Tennessee, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with JC Reed in Tennessee or elsewhere. Unless a dispute would be governed by an applicable arbitration clause, you agree to submit to the personal and exclusive jurisdiction of the courts located within the City and County of Franklin, Tennessee. If any part of the JC REED SERVICE AGREEMENT is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.