Cadent Energy Partners - Terms of Use

This Terms of Use Agreement (this "Agreement") is a legal agreement between you, either individually or on behalf of your corporation, partnership, sole proprietor, or other business entity ("you" or “your”) and CADENT ENERGY PARTNERS, LLC and each of its affiliated entities (collectively, “Cadent”) governing your use of the web site from which this Agreement is linked (the “Web Site”), including, without limitation, any password protected sites accessible through such Web Site. If you do not agree to these terms and conditions, do not use or access this Web Site. If you have entered into a written agreement with Cadent, that agreement shall supersede, govern and control with respect to any conflicting term or provision in this Agreement.

Restrictions on Use

You acknowledge and agree that except as otherwise authorized under this Agreement or otherwise specified in writing between the parties:

You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, grant a security interest in, or otherwise transfer any rights to, or commercially exploit, any information, documents, software, products or services contained or made available to you through the Web Site, including, without limitation, any financial data, market data, and business information as well as any text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material available through the Web Site (the “Content”);
You shall not copy, reproduce, republish, upload, post, transmit or distribute the Content in any way;
You shall not modify, translate, alter, adapt, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), reproduce, distribute or display, or create derivative works, compilations or collective works based on the Content;
You shall not knowingly or negligently permit other individuals or entities to use or copy the Content, or create Internet "links" to the Content or "frame" or "mirror" the Content on any other server or wireless or Internet-based device;
You shall not access or use the Content for any reason, including without limitation, in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Content, or (c) copy any ideas, features, functions or graphics of the Content, (d) monitor the Web Site’s availability, performance or functionality;
You shall not attempt to use or gain unauthorized access to data, accounts, hosts, systems or Cadent’s networks or any of its other investors; breach the security of another user or system, or attempt to circumvent the user authentication or security of any host, network, or account, including, without limitation, accessing data not intended for you or logging into or making use of a server or account you are not expressly authorized to access;
You shall not attempt to probe, scan or test the vulnerability of a system, account or Cadent’s network or any of its investors;
You shall not interfere, or any attempt to interfere, with service to any user, host or network including, without limitation, mail-bombing, flooding, and attempting to deliberately overload the system or distribute programs that “crack,” or make unauthorized changes to, the software;
You shall not forge any TCP-IP packet header or any part of any header information, falsify, alter or remove address information or other modification of e-mail headers; collect responses from unsolicited bulk messages, falsify references to Cadent, by name or other identifier, in messages; impersonate any person or entity, engage in sender address falsification, forge anyone else's digital or manual signature, or perform any other similar fraudulent activity;
You shall not restrict, inhibit, or otherwise interfere with the ability of any other person, regardless of intent, purpose or knowledge, to use or enjoy the Web Site, including, without limitation, posting or transmitting any information or software which contains a worm, virus, or other harmful feature, or generating levels of traffic sufficient to impede others' ability to use, send, or retrieve information;
You shall not restrict, inhibit, interfere with, or otherwise disrupt or cause a performance degradation, regardless of intent, purpose or knowledge, to the Web Site, host, server, backbone network, node or service; and
You shall not create or use any program, tags, markers, bots, mousetraps, highjackers or other similar computer routines or sub-routines to automatically access or manipulate the Web Site.

Intellectual Property

All Content included on this Web Site is the property of Cadent or its content suppliers and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All such content is copyrighted as a collective work under the U.S. copyright laws (17 U.S.C. Section 101, et. seq.) and international treaty provisions, and Cadent owns a copyright in the selection, coordination, arrangement and enhancement of such content. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the content on this Web Site, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on this Web Site, except as specifically permitted below, is strictly prohibited. All marks, names, and logos mentioned on this Web Site are the property of their respective owners. Your use of such trademarks is strictly prohibited.

Limited License

Cadent grants you a limited, non-exclusive, non-transferable personal license to access, display, and copy the Content on this Web Site for personal, non-commercial use only, subject to the requirements set forth in this Agreement. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. All rights not expressly granted herein are reserved.

Disclaimer of Warranties

You expressly agree that use of this Web Site is at your sole risk. Neither Cadent, nor its affiliates, nor any of their officers, directors or employees, agents, third-party content providers, merchants, sponsors or licensors (collectively, "Providers"), warrant that this Web Site will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of this Web Site, or as to the accuracy, completeness, reliability, security or currency of the Content. The Content may contain errors, omissions, inaccuracies, or outdated information. Further, Cadent does not warrant reliability of any advice, opinion, statement or other information displayed or distributed through this Web Site. Cadent reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this Web Site. Cadent may make any other changes to this Web Site, the Content and the products, programs, services or prices (if any) described in this Web Site at any time without notice.

THIS WEB SITE AND THE INFORMATION, CONTENT ON THIS WEB SITE, ARE PROVIDED BY CADENT ON AN "AS IS," "WHERE IS" AND "WHERE AVAILABLE" BASIS. CADENT EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEB SITE, THE CONTENT, OR THE INFORMATION ON THIS WEB SITE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. CADENT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY THE CONTENT OR INFORMATION ON THIS WEB SITE OR ANY PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THIS WEB SITE OR YOUR USE OF THIS WEB SITE GENERALLY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT, NON-INFRINGEMENT, AND NON-INTERFERENCE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS AGREEMENT.

Limitation of Liabilities

YOU AGREE THAT CADENT AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF THE CONTENT OR INFORMATION ON THIS WEB SITE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT, INCLUDING WITHOUT LIMITATION A NEGLIGENT ACT, SHALL CADENT OR ANY OF ITS PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE CONTENT OR INFORMATION ON THIS WEB SITE OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION OFFERED, SOLD, OR DISPLAYED ON THIS WEB SITE, YOUR USE OF, OR INABILITY TO USE, THIS WEB SITE GENERALLY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER CADENT OR ANY OF ITS PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THESE LIMITATIONS APPLY EVEN IF THE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE AND THAT, WITHOUT THESE LIMITATIONS, YOU WOULD PAY A HIGHER FEE FOR THE SERVICES PROVIDED HEREUNDER. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Representations and Warranties

By using this Web Site, you represent and warrant that (i) you understand and agree that this Agreement is a legally binding agreement and the equivalent of a signed, written contract; (ii) you will use this Web Site in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions of this Agreement; (iii) you are authorized to sign for and bind any entity for whom you are acting a representative or other agent; (iv) you will not impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from Cadent for any purpose.

Financial Information

This Web Site may contain general information relating to various investments and financial matters. Such information is provided for informational purposes only and is not meant to be a substitute for advice provided by a qualified financial or tax professional. It can be difficult to assess or obtain reliable information on investments and their value. You acknowledge and agree that information about current values or past performance is no indicator of future values or performance.

Indemnifications

You agree to indemnify, defend and hold harmless Cadent, its affiliates, agents, employees and licensors from and against any and all claims and expenses, including reasonable attorneys' fee, arising out of or related in any way to your use of this Web Site, violation of this Agreement, violation of any law or regulation or violation of any proprietary or privacy right.

Dispute Resolution

Any dispute relating in any way to your use of this Web Site shall be submitted to confidential arbitration in New York, New York, except that, to the extent you have in any manner violated or threatened to violate Cadent's intellectual property rights, Cadent may seek injunctive or other appropriate relief in any court, and you consent to exclusive jurisdiction and venue in such court. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Term and Termination

Without limiting its other remedies, Cadent may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate the license granted under this Agreement if you fail to comply with any term or condition of this Agreement. Upon such violation, you agree to terminate access to this Web Site.

Choice of Law

This Web Site is controlled, operated and administered by Cadent from its offices within the United States of America. Cadent makes no representation that materials at this Web Site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. If you access this Web Site from locations outside of the United States, you are responsible for compliance with all local laws. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to its conflict of laws provisions that direct the application of the laws of a different jurisdiction. This is the case regardless of whether you reside or transact business with Cadent in Delaware or elsewhere.

Limitations on Claims

Any cause of action you may have with respect to your use of this Web Site must be commenced within one (1) year after the claim or cause of action arises.

Entire Agreement

This Agreement constitutes the entire agreement between Cadent and you with respect this Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the customer and Cadent with respect to this Web Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

Modifications to Agreement

Cadent may revise this Agreement at any time. Each time you access this Web Site, you agree to be bound by the terms and conditions of this Agreement then in effect. It is your responsibility to review this Agreement each time you access this Web Site. Cadent does not and will not assume any obligation to notify you of changes to this Agreement.