Reorg Terms of Use

Last Updated: September 2018

Welcome to the website and associated webpages operated by Reorg Research, Inc. and Reorg Research Limited (together, “Reorg Research” or “we, us, our”), which include http://www.reorg-research.com, http://www.reorg.com, http://www.reorg-research.co.uk and https://event-driven.com (collectively, the “Site”).

PLEASE READ THESE TERMS & CONDITIONS OF USE (THE “TERMS”) CAREFULLY BEFORE USING THE SITE AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEMDIES AND OBLIGATIONS.

Except as otherwise provided below, these Terms govern your use of the Site, and its contents, including any text, statements, opinions, analyses, information, data, or other media available through the Site (the “Service” or “Services”). These Terms constitute a binding and enforceable agreement between you (“You” and “Your” refer to the person who is agreeing to these Terms and the user of the Site, individually and in your capacity as an employee, officer, agent, partner, etc. of each organization you represent in connection with any use of this Site) and us. By accessing the Site or using the Services, You acknowledge and agree that You have fully read and agree to be bound by the provisions of these Terms.

1. Registration and Acceptance
The Site is available only to entities, and persons at least eighteen (18) years of age, who can form legally binding agreements under applicable law. If You do not qualify, You are not permitted to use the Site. The Site is available for Your use only on the condition that You agree to the Terms. If You do not agree to the Terms, do not register, access the Site or use the Services.
If you are employed by an entity that has entered into an agreement with us for the use of the Services (a “User Agreement”), your use of the Services will be governed, and you will be deemed to have accepted and be bound by, the User Agreement, which supersedes these Terms in all respects.

2. Proper Use of This Site
You agree not to use the Services for any unlawful purpose and may use the Site only in ways consistent with the law. You may not use any program, spider or “bot” to gather or “harvest” information from this Site. You may not engage in any activity that interferes with or disrupts (in our sole discretion) the Services or the servers and networks which are connected to the Services, or access (or attempt to access) any of the Services by any means other than through the interface that is provided by Reorg Research. Reorg Research reserves the right to terminate your use of this Site if You violate the Terms or any rules or guidelines posted on the Site or for any other reason in our discretion.

You agree to not use another user’s accounts and to not let any other person use your account, user name or password; violation of this provision will result in immediate termination of your access to the Site.

3. Privacy and Personal Data
You agree and acknowledge that under certain circumstances, Reorg Research may store Your data, including but not limited to IP and email address(es), passwords, or other information transmitted by Your computer(s) or network to the extent reasonably necessary for Reorg Research to authenticate You, to provide access to the Services, and to ensure performance of the Site.
You recognize the global nature of the Internet. You understand that, in connection with providing the Services, Reorg Research may collect, transfer and process any personal data in order comply with any rules regarding data privacy and you agree to allow such actions.

In addition, if you are located in the European Union, your use of the Site, including any registration process, may involve your disclosure of personal data (which term shall include sensitive personal data) relating to data subjects (personal data, sensitive personal data and data subjects each as defined by the Data Protection Legislation) to Reorg Research. “Data Protection Legislation” means, as applicable, the General Data Protection Regulation (EU) 2016/679) (the “Regulation”) and any national legislation implementing this Regulation and related statutory instruments as amended or in force from time to time (including the Data Protection Act 2018) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the United Kingdom. In the event that You disclose such personal data, You warrant and represent to Reorg Research that You have secured all consents and permissions, and have taken all actions necessary, as may be required by applicable law, to disclose personal data to Reorg Research and its subsequent use by Reorg Research in accordance with our privacy policy. Where applicable, You consent to the transfer and process of Your personal data, including to and in the United States, in accordance with our privacy policy and the Regulation.

4. Fees and Payments
Trial and beta users of the Site (“Trial Users”) may access the Services at no cost as determined by Reorg Research. We reserve the right to discontinue Trial Users’ access to the Site and the Services at any time in our sole discretion.

5. Electronic Delivery of Notifications
You agree that we may provide to you notices and other information concerning Reorg Research or the Site electronically, including notice to any email address that You may provide.

6. Government-Controlled Sites and PACER Usage
Certain features of the Site will allow You to access information and documents from sites owned and operated by the U.S. Government, including but not limited to the U.S. government’s court electronic records system known as Public Access to Court Electronic Records (“PACER”). Reorg Research does not have any control over these sites and, as a result, is not liable for any loss or damage which may be incurred by You as a result of: (a) the availability of those external sites or resources, or (b) Your reliance on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such sites. You agree and hereby acknowledge that Reorg Research has an unrestricted right to use any data obtained on the Site via PACER, royalty free and without limitation.

7. User Provided and 3rd Party Content
You agree that we are not liable for information, data, text, photographs, graphics, messages or other materials posted on the Site (“Content”) on the Site that is provided by others to Reorg Research. We reserve the right to remove any Content for any reason at any time, though this right shall not place an obligation on us to monitor the Content.

You also understand and agree that Reorg Research is not responsible or liable for any Content that is posted on its Site by a third party. Reorg Research does not control the Content posted by a third party via the Site and, as such, we do not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Reorg Research be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site.

8. Disclaimer of Warranties
Reorg Research provides this Site and its contents “AS IS.” We and our suppliers make no express warranties or guarantees about this Site. TO THE EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS DISCLAIM IMPLIED WARRANTIES INCLUDING ANY WARRANTY THAT THE SITE OR THE SERVICES ARE OR WILL BE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THIS SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, ARE ERROR-FREE, RELIABLE, OR WILL OPERATE WITHOUT INTERRUPTION. Because some jurisdictions do not permit disclaimer of implied warranties, You may have additional consumer rights under your local laws.

You acknowledge and agree that the Services are provided as general information only. Any opinions, estimates and probabilities presented in the Services constitute the judgment of the author as of the date indicated and are subject to change without notice. While all the information in the Services is believed to be accurate, we make no guarantee as to the completeness or accuracy of, nor can we accept any responsibility for, errors appearing in the Services. Other events which were not taken into account may occur, and any projections, outlooks or assumptions should not be construed to be indicative of the actual events which will occur. YOU ACKNOWLEDGE AND AGREE THAT NO INFORMATION AVAILABLE THROUGH THE SERVICES IS TO BE RELIED UPON, AND YOU FURTHER AGREE TO INDEPENDENTLY VERIFY ANY INFORMATION PROVIDED AS PART OF THE SERVICES AND WHICH YOU INTEND TO RELY UPON, AND, IF REASONABLY NECESSARY, YOU SHOULD SEEK THE ASSISTANCE OF AN ATTORNEY IN DOING SO.

The Services contain certain “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “potential” and other similar terms. Examples of forward-looking statements include, without limitation, estimates with respect to financial condition, market developments, and the success or lack of success of particular investments (and may include such words as “crash” or “collapse”). All are subject to various factors, including, without limitation, general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors that could cause actual results to differ materially from projected results.

The Services may not be modified, reproduced or redistributed in whole or in part without the prior written consent of Reorg Research.

Reorg Research is a news publisher. It obtains information from a wide variety of public and private sources. The information set forth in the Services has been obtained from sources that Reorg Research believes to be reliable; however, these sources cannot be guaranteed as to their accuracy or completeness. The delivery of the Services shall not, under any circumstances, create any implication that the information contained therein is correct, and we do not undertake an obligation to update such information at any time after the date noted therein.

The information we provide is not, and should not be construed as, an offer to sell or the solicitation of an offer to buy any securities. Reorg Research does not act as a broker, dealer or investment adviser. The news and analysis provided as part of the Services must be construed solely as statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. In presenting information, Reorg Research is not expressing an opinion or making any recommendation as to the creditworthiness of any entity for which information is requested. Information provided by Reorg Research is not a substitute for the information assembled, verified and presented to creditors or investors by the entity named herein in connection with the extension of credit or the sale of the securities. The decision whether or not to extend credit or purchase securities is an individual one based on many factors including, but not limited to, financial and operating results, personal relationships and experience. No information provided by Reorg Research to you, or communication by Reorg Research to you, constitutes or should be construed as legal advice.

9. Limitation of Liability
You may not assert claims for money damages arising from the Site or the Services, We and our suppliers shall not be liable for any indirect, special, incidental, consequential or exemplary damages. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions our liability, and the liability of our company and our suppliers, shall be limited o the extent permitted by law. Under no circumstances shall Reorg Research have any liability to any person or entity for any loss or damage in whole or in part due to any error (negligent or otherwise) within or outside the control of Reorg Research or any of its directors, officers, employees or agents in connection with any such information.

10. Changes to the Terms and Changes to Services
Reorg Research reserves the right to amend, remove, or add to the Terms at any time; such modifications are effective immediately. We will post a notice to the Site of any changes. After the notice of changes is posted, Your continued use of the Site means that you accept any new or modified Terms. You can review the most current version of the Terms by clicking on the Site’s “Terms & Conditions.”

Reorg Research has the right to take any of the following actions in our sole discretion at any time and for any reason without giving You any prior notice: (a) restrict, suspend or terminate Your access to all or any part of the Site; (b) change, suspend or discontinue all or any part of the Services; (c) refuse, move, or remove any Content that is available on the Site; (d) deactivate or delete your accounts and all related information and files in your account; and (e) establish general practices and limits concerning access to the Site and use of the Services. You agree that Reorg Research will not be liable to You or any third party for taking these actions.

11. Indemnification
You understand and agree to defend, indemnify, and hold harmless Reorg Research and our respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of the Site. Reorg Research reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You agree to cooperate with us in asserting any available defenses of any asserted claim.

12. Governing Law
Without limitation to Your consent to binding arbitration as set forth below, any claim by You against Reorg Research shall be governed by the laws of State of New York and without regard to its conflict of law provisions. You agree that the forum for any claim arising thereunder will be in the U.S. District Court for the Southern District of New York or the appropriate New York state court.

13. Binding Arbitration
You agree that any disputes or claims that You may have against us will be (except as stated below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available on the AAA web site www.adr.org. The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Reorg Research will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, and will provide a statement of reasons if requested by a party. Except as otherwise provided in this Agreement, You and Reorg Research may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE THE RIGHT TO A JURY TRIAL.

14. Severability and Integration
Except as otherwise provided, these Terms and any supplemental terms, policies, rules and guidelines posted on this Site constitute the entire agreement between You and Reorg Research and supersede all previous written or oral agreements. If any part of the Terms is held invalid or unenforceable, that portion shall 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 shall remain in full force and effect.