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TERMS
AND CONDITIONS
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PLEASE
READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING
THIS WEB SITE (THIS "SITE"), SUBMITTING
AN ACCOUNT REGISTRATION FORM TO ASHTON FINANCIALS,
OR OTHERWISE USING THE SERVICES MADE AVAILABLE HEREON.
THESE TERMS AND CONDITIONS SET FORTH THE TERMS AND
CONDITIONS UPON WHICH USERS OF THIS SITE MAY USE THE
SERVICES OFFERED BY ASHTON FINANCIALS. YOUR USE OF
THIS SITE AND THE SERVICES PROVIDED HEREON ARE CONDITIONED
UPON YOUR ACCEPTING ALL OF THE TERMS, CONDITIONS,
POLICIES AND NOTICES SET FORTH IN THESE TERMS AND
CONDITIONS OR INCORPORATED BY REFERENCE HEREIN. USE
OF THIS SITE CONSTITUTES ACCEPTANCE OF THESE TERMS
AND CONDITIONS AND ALL OTHER TERMS, CONDITIONS, POLICIES
AND NOTICES DISPLAYED ON THIS SITE.
If you do not agree with any part of these
Terms and Conditions, YOU MUST NOT USE THIS SITE.
ASHTON
FINANCIALS reserve the right, in their sole discretion,
to amend these Terms and Conditions at any time by
posting the amended terms on this Site. The amended
terms shall be effective from and after the date that
they are posted on the Site. Your non-termination
or continued use of this Site constitutes an affirmative
acknowledgment by you that you have read and agreed
to be bound by the most current Terms and Conditions.
If at any time you do not agree to be bound by the
then-current Terms and Conditions, you must discontinue
your use of this Site.
The
terms and conditions contained in the Privacy
Policy are incorporated by reference herein.
PART I
General Terms and Conditions
Copyright Notice
You,
the User, acknowledge that all content included on
this Site, including the information, data, software,
photographs, graphs, video, typefaces, graphics, music,
sounds, images, illustrations, maps, designs, icons,
written and other material and compilations (collectively,
"Content") are the intellectual property
and copyrighted works of ASHTON FINANCIALS and/or
various third party providers ("Providers").
The reproduction or storage of information or works
retrieved from this Site, in all forms, media and
technologies now existing or hereafter developed,
is subject to the U.S. Copyright Act of 1976, Title
17 of the United States Code.
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Trademark Notice
ASHTON
FINANCIALS are pending service marks of ASHTON FINANCIALS.
Other product and company names identified on this
Site may be the trademark, trade name, service mark,
logo, symbol or other proprietary designation of a
third party. The use on this Site of any name, trademark,
trade name, service mark, logo, symbol or other proprietary
designation or marking of or belonging to any third
party, and the availability of specific goods or services
from such third party through this Site, should not
be construed as an endorsement or sponsorship of this
Site by any such third party, or the participation
by such third party in the offering of goods, services
or information through this Site.
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Acceptable Use
This
Site is intended for personal, noncommercial use.
This site is intended for public companies and their
related parties, including investment management firms,
legal counsel, and public accountants. Individuals
may use these services for their own personal compliance
needs. All other users must have the express permission
of ASHTON FINANCIALS. You may only use this Site to
make requests to purchase the products or services
offered (each, a "Request") that are legitimate
and shall not use this Site to make any speculative,
false or fraudulent Requests or any Requests in anticipation
of demand. You represent that you are of sufficient
legal age and authorized to create binding legal obligations
for yourself or your employer with respect to any
liability you may incur as result of your use of this
Site. You agree to promptly update your demographic
and other information (if applicable) in order to
keep it current, complete and accurate.
It
is a violation of law to place a Request in a false
name or with an invalid credit card. Please be aware
that even if you do not give us your real name, your
web browser transmits a unique Internet address to
us that can be used by law enforcement official to
identify you. Fraudulent users will be prosecuted
to the fullest extent permitted by applicable law.
All
pricing and printed price schedules are subject to
modification effective as of the time such modifications
are made available electronically or in printed form.
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Payment Terms
All
amounts invoiced to you, the User, from ASHTON FINANCIALS
shall be due and owing to ASHTON FINANCIALS within
thirty (30) calendar days of the date set forth on
such invoice (the "Due Date"). Notwithstanding
anything contained on this Site or in these Terms
and Conditions to the contrary, in the event that
you, the User, fail to remit full payment on an invoiced
amount by the Due Date, ASHTON FINANCIALS will charge,
and you agree to pay, a late payment charge on any
such amount, fee, or charge not paid from the payment
Due Date until the payment is actually received by
ASHTON FINANCIALS computed at the lesser of (i) one
and one-half percent per month (18% per annum), or
(ii) the maximum non-usurious rate permitted by applicable
law. The page count is determined based on an 8.5
x 11 inch with 1.25 inch margins and 10 point Times
New Roman type font.
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Warranties
All
products, services, advice, merchandise and information
available through this Site or provided by the Company
are provided on an "as is", "as available
basis" without warranties of any kind, either
expressed or implied, including but not limited to,
warranties of title or implied warranties of merchantability
or fitness for a particular purpose. Without limiting
the above, no warranty or guarantee is made (i) regarding
the acceptance of any Request, (ii) regarding the
availability of products and/or services provided
by the Company., (iii) that use of the Company’s
products or services will be error free, (iv) regarding
the results that may be obtained from the use of the
Company’s products or services, (v) regarding
the completeness, accuracy, reliability or quality
of any information content, data, service, advice
or product provided or available from the Company,
or (vi) regarding the performance or non-performance
of the Company or its staff, including, but not limited
to, any performance or non-performance in connection
with or as a consequence of the Securities Exchange
Commission's EDGAR filing system. You expressly agree
that the use of the Company’s products or services
is at your sole risk.
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EDGAR Services:
In
connection with EDGAR services, the user agrees to
follow and be bound by the ASTON FINANCIALS document
filing process. It is understood and agreed by user
that ASTON FINANCIALS must receive all documents and/or
data to complete and deliver its services, including
the cooperation of the user and related parties. Acceptance,
promises and offerings of all levels of service, including
expedited and urgent expedited service are never guarantees,
but only promises to perform with best efforts and
due diligence. All turn around guarantees relate only
to client's receipt of document for review; never
does ASHTON FINANCIALS guarantee turn around time
as to the LIVE filing of a document.
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Proper
Formatting and Timely Filing:
ASHTON
FINANCIALS strives to file each EDGARized Document
with the SEC (i) in the proper EDGAR Format, and (ii)
prior to any filing deadlines that may exist from
time to time, however, ASHTON FINIACIALS cannot ensure
that EDGARized Documents will be filed in the proper
EDGAR Format or prior to a filing deadline unless:
(i) the Customer provides ASHTON FINANCIALS with the
Final Edits (as defined in the EDGAR Conversion and
Filing Procedures) to a particular EDGARized Document
within eight (8) hours of the applicable filing deadline
for such EDGARized Document during a Major Deadline
Filing Period, or (ii) the Customer provides ASHTON
FINANCIALS with the Final Edits to a particular EDGARized
Document within four (4) hours of the applicable filing
deadline for such EDGARized Document during a Non-Major
Filing Deadline Period.
LIVE Filing Authorization: In order to guarantee filing
of a document on the same filing day, written authorization
to the Company must be received, via email or fax
one (1) hour prior to the SEC filing deadline, 5:30
Eastern Standard Time (EST). Client's authorization
constitutes express acceptance of all content presented
to client in the last proof copy of document forwarded
to client prior to the LIVE filing. Client expressly
accepts all contents of ASHTON FINANCIALS online EDGAR
Form document upon forwarding that document to ASHTON
FINANCIALS for LIVE filing with the SEC.
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General Limitation of Liability
IN
NO EVENT SHALL ASHTON FINANCIALS OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AFFILIATES,
OR PROVIDERS (COLLECTIVELY, THE "COVERED PARTIES"),
BE LIABLE TO USER OR ANY THIRD PARTY BENEFICIARY OF
USER (COLLECTIVELY, THE "USER PARTIES")
FOR ANY INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS,
LOST SAVING, OR INTERRUPTION OF BUSINESS, SUFFERED
BY ANY USER PARTIES FOR ANY REASON; (ii) ANY DAMAGES
SUFFERED BY ANY USER PARTIES AS A DIRECT OR INDIRECT
RESULT OF OR RELATED TO ANY FAILURE OF THIS SITE OR
THE SERVICES AVAILBLE HEREBY, INCLUDING BUT NOT LIMITED,
TO THE LOSS OF DATA, OR DELAY OF THE COVERED PARTIES
IN THE SUBMISSION OF AN EDGAR FILING DOCUMENT TO THE
SEC OR THE FAILURE OF A COVERED PARTY TO LIVE UP TO
ITS OBLIGATIONS HEREUNDER; AND (iii) ANY CLAIM AGAINST
USER BY ANY THIRD PARTY FOR DAMAGES OF ANY KIND, ANY
OR ALL OF WHICH MAY ARISE FROM THIS SITE OR THE SERVICES
PROVIDED TO USER BY A COVERED PARTY, EVEN IF SUCH
COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSS.
USER ACKNOWLEDGES THAT THE FOREGOING LIMITATION OF
LIABILITY MEETS THE ESSENTIAL PURPOSE OF THESE TERMS
AND CONDITIONS AND WAS A MATERIAL FACTOR IN THE ESTABLISHMENT
OF THE PRICES SET FORTH ON THE PRICE SCHEDULE. USER
EXPRESSLY AGREES THAT IF ASHTON FINANCIALS IS FOUND
LIABLE TO A USER PARTY NOTWITHSTANDING THE FOREGOING
LIMITATION OF WARRANTY, ASHTON FINANCIALS’ MAXIMUM
AGGREGATE LIABILITY TO USER HEREUNDER, WHETHER ARISING
FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE,
STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY,
SHALL NOT EXCEED THE FEES OR CHARGES ASSESSED BY AND
PAID TO ASHTON FINANCIALS BY USER IN CONNECTION WITH
THE REQUEST PURSUANT TO WHICH THE LIABILITY AROSE.
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Third Parties
If
you use this Site to submit Requests for or on behalf
of a third party ("Third Party"), you are
responsible for any error in the accuracy of information
provided in connection with such use. In addition,
you must inform the Third Party of all Terms and Conditions
applicable to all products or services acquired through
this Site including all rules and restrictions applicable
thereto.
Each User using this Site for or on behalf of a Third
Party agrees to indemnify and hold each Covered Party
harmless from and against any and all liabilities,
losses, damages, suits and claims (including the costs
of defense), relating to the Third Parties or the
User's failure to fulfill any of its obligations as
described above. User is directly responsible for
any Request submitted including related fees, charges
and performance obligations.
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Links to other Websites and Services
To
the extent this Site contains links to outside services
and resources, any concerns regarding such services
or resources should be directed to the particular
outside service or resource provider. None of the
Covered Parties guarantees or warrants the accuracy
or completeness of the information or content included
on the web sites of such outside services and resources.
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Termination of Usage
User
access to all or any part of this Site may be terminated
or suspended at any time, without notice and for any
reason.
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Miscellaneous
The
captions in these Terms and Conditions are only for
convenience, and do not, in any way, limit or otherwise
define the terms and provisions of these Terms and
Conditions.
None of the Covered Party is responsible for any errors
or delays in responding to a Request caused by an
incorrect email address provided by you or other technical
problems beyond such Covered Party's control.
These Terms and Conditions, and any other written
documents, policies or notices referenced herein or
Content displayed on this Site related to Users obligations
or the services represent the entire agreement between
you and each Covered Party regarding your use of this
Site and supersede any prior statements or representations.
If any provision of these Terms and Conditions is
found to be unenforceable or invalid pursuant to applicable
law, then the invalid or unenforceable provision will
be deemed superseded by a valid enforceable provision
that is similar in intent to the original provision
and the remainder of these Terms and Conditions shall
otherwise remain in full force and effect and enforceable.
These Terms and Conditions are governed by the laws
of the State of Colorado. By accessing this Site,
you have consented to the exclusive jurisdiction and
venue of the appropriate federal or state courts located
in Denver, Colorado, in all disputes arising out of
or relating to the use of this Site or that might
otherwise be brought against a Covered Party in connection
with this Site or any service offered on this Site
from time to time. Any rights not explicitly expressed
in the body of this document are reserved.
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