TERMS OF SERVICE
Structure of Carter Exchange
This Carter Exchange Website is offered by Carter Exchange Fund Management Company, LLC. Each entity that is part of Carter Exchange is a separate legal entity and no legal or financial relationship is to be implied between or among any entities on this Carter Exchange Website. The products and services included on this Carter Exchange Website may be offered by any Carter Exchange entity. Please note that these products and services may change at any time. In addition, there may be eligibility or suitability requirements for these products and services and they may not be available in all geographic areas.
Modifications of This Agreement
Carter Exchange reserves the right to change, modify, amend and/or update this Agreement at any time with or without prior notice. Your use of this Carter Exchange Website following any such changes, modifications, amendments and/or updates constitutes your unconditional agreement to follow and be bound by this Agreement as so changed, modified, amended and/or updated. You are responsible for reviewing this Agreement each time you use or access any Carter Exchange Website.
Carter Exchange is not affiliated or associated with the sponsors, owners or producers of any third party websites linked to or from this Carter Exchange Website. These linked sites are not under our control and Carter Exchange explicitly disclaims any responsibility for the accuracy, content or availability of the information, products, and/or services found on or through such third party sites. Carter Exchange does not endorse and has not taken any steps to confirm the accuracy or reliability of any of the information, products or services contained on or through such third party sites. Carter Exchange does not make any representations or warranties as to the security of any information (such as credit card and other sensitive information) you might give on any third party site.
Solely Intended for United States Users
Unless otherwise explicitly specified on the Carter Exchange Website, the information on all of the Carter Exchange Website is intended solely for use and access by persons residing in the United States, its territories and possessions. Carter Exchange controls and operates its Website from offices located in the Untied States and makes no representations or warranties that the information, products or services contained on the Carter Exchange Website is appropriate for use or access in other locations. Anyone using or accessing any of the Carter Exchange Website from other locations do so on their own initiative and are responsible for compliance with local United States laws, if and to the extent applicable.
The Carter Exchange Website and its contents are intended solely for personal use. Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of this Carter Exchange Website are copyrights, patents, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Carter Exchange or by third parties who have licensed their materials to Carter Exchange and are protected by U.S. and international intellectual property laws. The compilation (i.e., the collection, arrangement and assembly) of all materials on this Carter Exchange Website is the exclusive property of Carter Exchange or its licensors and is protected by U.S. and international copyright laws. Except as solely provided in the next sentence, no material from any Carter Exchange Website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. You may download one copy of the materials on any single computer for your personal use only, provided that: (a) you keep intact all copyright and other proprietary notices; (b) you do not use the materials in a manner that suggests an association with any of our products, services or brands; and (c) you make no modifications to the materials. In addition, you agree not to: (m) use or access this Carter Exchange Website for any purpose that is unlawful or prohibited by this Agreement; (n) use or access this Carter Exchange Website in a manner that could damage, disable, overburden, or impair any Carter Exchange server or the networks connected to any Carter Exchange server; (o) interfere with any third party’s use and enjoyment of this Carter Exchange Website; or (p) attempt to gain unauthorized access to accounts, computer systems or networks connected to any Carter Exchange server through hacking, password mining or any other means.
Use of certain features on the Carter Exchange Website might be limited and/or require registration. Carter Exchange will review and determine, in Carter Exchange’s sole discretion, whether to accept your registration. Carter Exchange shall have the right, in its sole discretion, to refuse or restrict anyone from access to the Carter Exchange Website(s) at any time for any reason. Upon acceptance of your registration by Carter Exchange, you will be given your user ID and password (collectively “Password”) for access to and use of the applicable portion of the Carter Exchange Website.
Carter Exchange reserves the right to require you to periodically change your Password. You agree to use your best efforts to maintain the security of your Password. You shall not disclose your Password to anyone else, and you shall not use anyone else’s Password. You agree to notify Carter Exchange immediately about any unauthorized use of your Password or any breach of security. You further agree that Carter Exchange shall not be responsible for your failure to comply with this Section or any loss or damage arising out of, or related to, your use of your Password by you or anyone other than Carter Exchange.
Charges and Payment
In certain instances, Carter Exchange may charge a user, subscription or other fee. In those instances where a fee may be charged, Carter Exchange will notify you of the fee prior to your incursion of charges.
THIS CARTER EXCHANGE WEBSITE IS PROVIDED BY CARTER EXCHANGE ON AN “AS IS” AND “AS AVAILABLE” BASIS. CARTER EXCHANGE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS CARTER EXCHANGE WEBSITE OR THE INFORMATION INCLUDED ON SUCH CARTER EXCHANGE WEBSITE. CARTER EXCHANGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. CARTER EXCHANGE DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THIS CARTER EXCHANGE WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CARTER EXCHANGE WEBSITE OR THE SERVER THAT MAKES THE CARTER EXCHANGE WEBSITE AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS INCLUDING VIRUSES. CARTER EXCHANGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THIS CARTER EXCHANGE WEBSITE IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THIS CARTER EXCHANGE WEBSITE, THAT YOUR USE IS AT YOUR SOLE RISK.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL CARTER EXCHANGE OR ANY OF ITS SHAREHOLDERS, AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR ACCESS TO OR INABILITY TO USE OR ACCESS THIS CARTER EXCHANGE WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF CARTER EXCHANGE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU, AND NOT CARTER EXCHANGE, SHALL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL CARTER EXCHANGE BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED UNITED STATES DOLLARS ($100.00) FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT.
User Submissions, Postings and Email Communications
All submissions, postings and email communications to or through the Carter Exchange Website shall be subject to the Carter Exchange Policy Regarding Submissions, Postings and Other Communications, which is incorporated into this Agreement by this reference.
Online Copyright Infringement Notification Policy
If you believe that this Carter Exchange Website(s) contains materials that constitute copyright infringement, please notify Carter Exchange in accordance with our Online Copyright Infringement Notification Policy.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD CARTER EXCHANGE AND ITS SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM OR RELATED TO (I) YOUR USE OF THIS CARTER EXCHANGE WEBSITE AND/OR (II) YOUR BREACH OF ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT.
Terms and Termination
Carter Exchange shall have the right to terminate your access to, and use of, the Carter Exchange Website immediately, if, in its sole discretion, Carter Exchange believes that your conduct fails to conform with this Agreement. Carter Exchange also reserves the right to investigate suspected violations of this Agreement, including without limitation any violation arising from any submission, posting or emails you make or send to the Carter Exchange Website.
Upon termination of this Agreement, all rights granted to you under this Agreement will cease immediately, and you agree that you will: (a) immediately discontinue use of the Carter Exchange Website(s); and (b) as applicable, pay any amounts owed to Carter Exchange in full within thirty (30) days from the date of such termination.
This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to conflicts of laws principles. YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CARTER EXCHANGE WEBSITE OR THE USE OR ACCESS THEREOF MAY BE IN THE STATE OR FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS.
Commencement of Actions
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THIS CARTER EXCHANGE WEBSITE MUST BE COMMENCED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
The failure of Carter Exchange to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit Carter Exchange’s rights with respect to such breach or any subsequent breaches. Neither the course of conduct between the parties nor trade practice shall act to modify this Agreement. Carter Exchange may assign its rights and duties hereunder to any party at any time without any notice to you. This Agreement may not be assigned by you without Carter Exchange’s prior written consent. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
This Agreement and the documents incorporated by reference herein, if any, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on management’s current expectations and assessments of risks and uncertainties and reflect various assumptions concerning anticipated results, which may or may not prove to be correct. Some of the factors that could cause actual results to differ materially from estimates or projections contained in such forward-looking statements include the pattern of brand sales, including variations in sales volume within periods; competition within the relevant product markets, including the ability to develop and successfully introduce new products, ensuring product quality, pricing, promotional activities, introduction of competing products and continuing customer acceptance of existing products; loss of distributorship rights; risks inherent in acquisitions and strategic alliances; the loss of one or more key employees; the effects of a prolonged United States or global economic downturn or recession; changes in costs, including changes in labor costs, raw material prices or advertising and marketing expenses; the costs and effects of unanticipated legal or administrative proceedings; and variations in political, economic or other factors such as currency exchange rates, inflation rates, tax changes, legal and regulatory changes or other external factors over which Carter Exchange has no control. Carter Exchange has no obligation to update any forward-looking statement in this Agreement or any incorporated document.