Terms and Conditions for Compliance Telescope

In using this website you are deemed to have read and agreed to the following terms and conditions:

The following terminology applies to these Terms and Conditions, Privacy Statement and any or all Agreements: "User", “You” and “Your” refers to you, the person accessing this website and accepting these terms and conditions. “Castine”, "the Company", “Ourselves”, and “We”, refers to Castine Consulting LLC. “Party”, “Parties”, or “Us”, refers to both you and Castine, or either you or ourselves. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

1. TERM. These Terms and Conditions will be effective upon your initial use of Compliance Telescope and will continue until terminated by either party in writing. Upon termination, both parties agree to be bound by section 4 for a minimum of 36 months.
2. LICENSE. Pursuant to the terms of this Agreement, Castine hereby grants to User a non-exclusive, non-transferable, right to access the Compliance Telescope Software and any related materials as determined by Castine.
3. TITLE. All right, title and interest in and to the Compliance Telescope Software and Services, including any and all intellectual property rights related thereto, is and will remain the exclusive property of Castine and its affiliates.
4. CONFIDENTIALITY. The parties acknowledge that they will have access to and/or receive information proprietary to the other party (“Confidential Information”).

   a. Definition. Confidential Information includes, but is not limited to, information relating to the intellectual property of Castine or User. Intellectual property includes, but is not limited to compliance practices, business relationships including but not limited to brokers and research providers utilized, financial information, products, services, and personnel. Castine’s Confidential Information will specifically include, without limitation, the Compliance Telescope Software, Services, the documentation thereof, the source code thereof, and the screen displays thereof.

   b. Exceptions. Confidential Information does not include information that was already known to the receiving party prior to its contact with the disclosing party as established by receiving party’s written records, information which becomes generally available to the public other than as a result of a breach of this Agreement, or information which is furnished to the receiving party by a third party who is lawfully in possession of such information and who lawfully conveys that information.

   c. Restrictions. Each party will protect the other party’s Confidential Information and will not, except as permitted pursuant to this Agreement: (i) use, (ii) disclose, (iii) copy, or (iv) allow access to the other party’s Confidential Information without the prior written approval of such

   d. Disclosure Compelled. In the event that either party is required by a duly authorized government entity to disclose the other party’s Confidential Information, the party required to make the disclosure will give the other party prompt notice of such requirement, make reasonable efforts to disclose the Confidential Information pursuant to a protective order or confidentiality agreement, and cooperate in all respects with the other party in its efforts in connection therewith.

   e. Employees & Third Parties. User will make its employees and third parties that have access to or use the Compliance Telescope Software aware of the confidentiality provisions of this Agreement and will require its employees and such third parties to execute agreements undertaking obligations consistent with the provisions of this Agreement. User shall be responsible for any breaches of such confidentiality provisions by its employees or such third parties.

   f. Approved Firms. User can designate which firms can access their information. Without such designation, Castine will not allow a firm to access their information. Designation can be in the form of an email from User to telescope@CastineLLC.com or online acknowledgment using the appropriate approval screen within the Compliance Telescope.

   g. Aggregated Data. Nothing in this agreement will preclude Castine with utilizing aggregated data which may incorporate non-identifiable information provided by the User.

5. DISCLAIMER. USER ACKNOWLEDGES AND UNDERSTANDS THAT ERRORS MAY OCCUR DURING USE OF THE COMPLIANCE TELESCOPE SOFTWARE AND SERVICES. USER ACKNOWLEDGES THAT CASTINE AND ITS AFFILIATES (INCLUDING DIRECTORS, OFFICERS, AND EMPLOYEES) ARE NOT RESPONSIBLE FOR DELAYS, ERRORS OR OMISSIONS THAT MAY ARISE DURING USE OF THE CASTINE COMPLIANCE TELESCOPE SOFTWARE AND SERVICES. CASTINE DOES NOT GUARANTEE THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE COMPLIANCE TELESCOPE SOFTWARE AND SERVICES, AND IS NOT AND WILL NOT BE RESPONSIBLE FOR DELAYS, ERRORS OR OMISSIONS INCLUDING LOSS OF DATA, WHETHER OR NOT CAUSED BY THE COMPLIANCE TELESCOPE SOFTWARE AND SERVICES. USER IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING AND APPROVING THE DATA CONTAINED IN THE FILE, REPORT OR OTHER OUTPUT GENERATED BY OR IN CONNECTION WITH USE OF THE COMPLIANCE TELESCOPE SOFTWARE AND SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CASTINE HAS NOT AND WILL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO THE CONDITION, MERCHANTABILITY, NON- INFRINGEMENT, DESIGN, OPERATION OR FITNESS FOR A PARTICULAR PURPOSE OF THE COMPLIANCE TELESCOPE SOFTWARE AND SERVICES.
6. LIMITATION OF LIABILITY. EXCEPT FOR A CLAIM FOR BREACH OF CONFIDENTIALITY, INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER HEREUNDER FOR ANY TORT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR ANY OTHER INCIDENTAL DAMAGES. IN NO EVENT SHALL CASTINE’S TOTAL LIABILITY FOR DAMAGES WITH RESPECT TO ALL COMPLIANCE TELESCOPE SOFTWARE AND SERVICES, INCLUDING DOCUMENTATION FURNISHED UNDER THIS AGREEMENT EXCEED ONE (1) DOLLAR.
7. MISCELLANEOUS. This Agreement will be governed and interpreted in accordance with the laws of the State of New York, United States of America without regard to principles of conflict of laws. The parties consent to the federal and state courts of The State of New York, borough of Manhattan having jurisdiction over them.