Terms & Conditions

TERMS OF USE

Please read these terms of use carefully before using the services by The Wall.com or its affiliates (collectively “website,” “we,” or “us”). By accessing or using in any manner The Wall.com website or any other website, service or content owned, affiliated, or operated by the website, You as an individual or a single user on behalf of the entity that you represent (“you” or “your” as applicable) agree that you have agree that you have read and agree to be bound by, and a party to, the terms and conditions in this terms of use (“agreement”) to the exclusion of all other terms. If the terms of this agreement are considered an offer, acceptance is expressly limited to such terms. If you do not unconditionally agree to all of the terms and conditions of this agreement you will have no right to use the services or website (as those terms are defined below). Use of the site and services is expressly conditioned upon you assent to all of the terms and conditions of this agreement to the exclusion of all other terms.

ACCESS TO THE SERVICES

Subject to the terms and conditions of this Agreement, Website may offer to provide certain services, as described more fully on the Website, and which are selected by you through the process provided on the Website (“Services”), solely for your own use, and not for the use or benefit of any third party. The term “Services” shall include, without limitation, any service Website performs for you and the content offered by and/or on the Website. Website may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. Website may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Website reserves the right, in its sole discretion, to modify this agreement at any time by positn a notice on the website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the service by following such notification constitutes your acceptance of the terms and conditions of this agreement as modified.

Website does not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register. If you are under 13, please do not attempt to register for Website or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 13 may provide any personal information to or on Website. In the event that we learn that we have collected personal information from a child under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at info@elin-kling.com.com. Some features of the Website require users to be eighteen (18) years of age or older, and if you are under eighteen (18) years of age you agree that you will not use or attempt to access such features.

You represent and warrant to Website that: (i) you are an individual (i.e., not a corporation) and you are of legal age to form a binding contract or have your parent’s permission to do so, and you are at least 13 years or age or older; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information.

You also certify that you are legally permitted to use the Services and access the Website and take full responsibility for the selection and use of the Services and access of the Website.

This Agreement is void where prohibited by law, and the right to access the Website is revoked in such jurisdictions.

You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Website or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service.

You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

The site and Services are offered by Website from its facilities in the United States of America. Website makes no representations that the Website or Services are appropriate or available for use in other locations. Users who access or use the Website or Services from other jurisdictions do so at their own volition and are responsible for compliance with local laws.

WEBSITE CONTENT

The Website and its contents are intended solely for the personal, non-commercial (except as specifically and expressly agreed in writing by Website in connection with a specific feature of the Website only) use by Website users and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website, including, but not limited to text, blogs, graphics, articles, photographs, images, illustrations (also known as the “Content”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Website or Services, and shall not use, copy reproduce, modify translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you, (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. You shall not remove, obscure, or alter any notices or links (e.g., links to Website’s Privacy Policy and Terms of Use) on the Website or any of its Services, features or tools.

The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this Section of the Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, features, tools or Services in whole or in part.

You may download or copy the Content, and other items displayed on the Website for download, for personal non-commercial use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from Website, or from the copyright holder identified in such Content’s copyright notice. You shall not link to the Website without Website’s prior written consent.

In the course of using the Services, you and other users may provide information which may be used by Website in connection with the Services and which may be visible to certain other users. You understand that by posting information, blogs, or other content on the Website or otherwise providing content, materials or information to Website or in connection with the Services, Website hereby is and shall be granted a non exclusive, worldwide, royalty free, perpetual, irrevocable, transferable right to fully exploit such content, materials and information (including all related intellectual property rights) and to allow others to do so, however, Website will only share personally identifiable information that you have not made publicly available in accordance with Website’s current privacy policy at http://www.thewall.com/terms

Furthermore, you understand that Website retains the right to reformat, modify, create derivative works of, excerpt, and translate any materials, content or information submitted by you. You understand that all information publicly posted or privately transmitted through the Website is the sole responsibility of the person from which such content originated and that Website will not be liable for any errors or omissions in any content. You understand that Website cannot guarantee the identity of any other users with whom you may interact in the course of using the Service. Additionally, Website cannot guarantee the authenticity of any data that users may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Under no circumstances will Website be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted or otherwise made available via the Services. You are solely responsible for taking all precautions necessary and/or reasonable to protect yourself, your computer systems and other property from viruses, worms, trojan horses, and other harmful content and code. You acknowledge that Website does not endorse or guarantee any user blogs or other Content and you may not state or imply any such endorsement or guarantee. Website shall have no obligation to monitor any user generated content, however, Website and its agents reserve the right to monitor user generated content and may remove or block any content on the Website or through the Services, including disabling access to content that you have downloaded through the Services.

The Website does not provide medical advise:

Website’s Services, the contents of the Website (such as text, graphics, images, search results, data and information contained therein), and such materials obtained from Website’s licensors or other third parties, are provided for informational purposes only and are not intended to be a substitute for professional medical advice, diagnosis, examination, or treatment. Do not ignore professional medical advice or delay in seeking treatment because of anyone or anything on the Website. Always seek the advice of your qualified healthcare provider with any question you may have regarding a medical condition. If you think you may have a medical emergency, call your doctor or 911 immediately. Website does not recommend or endorse any specific tests, physician, products, procedures, opinions, or other information that may be mentioned on the Website. Reliance on any such information is solely at your own risk.

The Website may contain health-related materials that are sexually explicit. If you find these materials offensive, you may not want to use our Website.

YOUR WARRANTY

You warrant, represent and agree that you will not contribute any Content or otherwise use the Website or the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, or rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) misrepresents the source or identity of any content; (v) uploads, installs, constitutes, or embeds malmare, virus, worms, trojan horses, or other harmful content or code, or (vi) impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of Website. Website reserves the right to remove any Content from the Website or Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Website is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Website, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possesses all rights necessary to provide such content to Website and to grant Website the rights to use such information in connection with the Services and as otherwise provided herein. Without limiting the other terms and conditions in this Agreement, you acknowledge and agree to the following guidelines for posting and/or viewing comments and/or content on the Website and Services:

– If a comment is made using your identity or screen name it will be deemed to have been posted by you.

– Do not post abusive, obscene, threatening, harassing, defamatory, libelous, offensive or sexually explicit material.

– Do not make false or misleading statements.

– Do not offer to sell or buy any product or service, or post links to third party websites, unless expressly authorized to do so by Website in connection with a feature on the Website.

– Do not post material that infringes the intellectual property rights or other proprietary rights, or rights of publicity or privacy, of any third party.

– Do not post information that you know to be confidential or sensitive or otherwise in violation of any law, statute, rule, ordinance or regulation.

– Keep all comments relevant and “on topic” to the particular Service posting that is open for comments.

RESTRICTIONS

You are responsible for all of your activity in connection with the Services and accessing the Website. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to Services or to access the site. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Website user. Use of the Website or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto- responder, or “spam” on the Website, or any processes that run or are activated while the you are not logged on or that otherwise interfere with the proper working of or place an unreasonable load on the Service infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website is strictly prohibited. You will be responsible for withholding, filing, and reporting all taxes, duties and/or other governmental assessments associated with your activity on the Website.

WARRANTY DISCLAIMER

Website has no special relationship with or fiduciary duty to you. You acknowledge that Website has no control over, and no duty to take any action regarding: which users gains access to the site; what Content you access via the Website (including, without limitation, viruses, malware, harmful code and user generated content); what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Website from all liability for you having acquired or not acquired Content through the Website. The Website may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Website makes no representations concerning any content contained in or accessed through the Website, and Website will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website. Website makes no representations or warranties regarding the accuracy of size, quality, colors or textures displayed anywhere on the Website, or regarding suggestions or recommendations of services or products offered or purchased through the Website (including, without limitation, the actual size, quality, color, texture, or results of use of such products or services), or that the Website or any Content will be uninterrupted or error-free. Products and services purchased (whether or not following such recommendations and suggestions) are provided “AS IS” without any warranty of any kind from Website or others unless otherwise made expressly and unambiguously in writing by a designated third party for a specific product.

The services, content, website and any software are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied including, without limitation, implied warranties of merchantability, fitness for a particular purpose, accuracy or completeness of content, non-infringement, or the availability or quality of any products or serviced available via the service. Some states do not allow limitation on how long an implied warranty lasts, so the above limitation may not apply to you.

PRIVACY POLICY

For information regarding Website’s treatment of personally identifiable information, please review Website’s current privacy policy at http://www.elin-kling.com/terms

REGISTRATION AND SECURITY

As a condition to using Services, you may be required to register with Website and select a password and user name (“Website User ID”). You shall provide Website with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a Website User ID a name of another person with the intent to impersonate that person; or (ii) use as a Website User ID a name subject to any rights of a person other than you without appropriate authorization. Website reserves the right to refuse registration of, or cancel a Website User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.

INDEMNITY

You will indemnify and hold Website, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your access to the Website, use of the Services, the violation of this Agreement by you, or the infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity.

LIMITATION OF LIABILITY

In no event shall website or its suppliers, or their respective officers, directors, empolyees, or agents be liable with respect to the website or the service or the subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory (I) for any amount in the aggregate in excess of the greater of the fees paid by you therefore or $100; (II) for any indirect, incidental, punitive or consequential damages of any kind whatsoever; (III) for data loss or cost of procurement of substitute goods or services; or (IV) for any matter beyond website’s reasonable control. Some stated do not allow the exclusion or limitations of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

Website reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. Website reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to you, which may be sent by email or posted on the Website. Use of the Services by you following such notification constitutes your acceptance of any new or increased charges.

THIRD PARTY WEBSITES

The Website may contain links to third party websites that are not owned or controlled by Website. When you access third party websites, you do so at your own risk. Website encourages you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each third party website that you visit. Website has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in any third party websites. In addition, Website will not and cannot monitor, verify, censor or edit the content of any third party site. By using the site, you expressly relieve Website from any and all liability arising from your use of any third party website. Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Website shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Website is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Website, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our service. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

TERMINATION

This Agreement shall remain in full force and effect while you use the Website. Website may terminate your access to the Website (and/or any feature thereof) at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your use of the site. Website may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

MISCELLANEOUS

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Website shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Website’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by you, except with Website’s prior written consent. Website may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of New York without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Website in any respect whatsoever.

COPYRIGHT DISPUTE POLICY

Website has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (www.lcweb.loc.gov/copyright/legislation/dmca.pdf). It is Website’s policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

Procedure for Reporting Copyright Infringement:

If you believe that material or content residing on or accessible through the Website or service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below: A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed; Identification of works or materials being infringed;

Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Website is capable of finding and verifying its existence;

Contact information about the notifier including address, telephone number and, if available, email address;

A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and

A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once Proper Bona Fide Infringement Notification is Received by the Designated Agent: It is Website’s policy:

to remove or disable access to the infringing material;

to notify the content provider, member or user that it has removed or disabled access to the material; and

that repeat offenders will have the infringing material removed from the system and that Website will terminate such content provider’s, member’s or user’s access to the service.

Procedure to Supply a Counter-Notice to the Designated Agent:

If the content provider, member or user believes that the material that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of the content provider, member or user;

2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

3. A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and

4. Content provider’s, member’s or user’s name, address, telephone number, and, if available, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or if the content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Website is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Website may send a copy of the counter-notice to the original complaining party informing that person that Website may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in ten (10) to fifteen (15) business days or more after receipt of the counter-notice, at Website’s discretion.

Please contact Website’s Designated Agent to Receive Notification of Claimed Infringement at the following email address: info@elin-kling.com.

QUESTIONS

If you have any questions or notices of violation of this Agreement, please contact the Website by sending an email to info@elin-kling.com

Effective: March 31st, 2014