TSRPeerTracker.com
TERMS OF USE
1. CONTRACTUAL RELATIONSHIP
These Terms of Use ("Terms") govern the access or use by you or your company (“you”) of TSRPeerTracker.com, a proprietary web-based tool to assist companies in tracking their performance against their peer group and the impact on their award if the award ended this day. TSRPeerTracker.com was developed by and is owned by Alvarez & Marsal Valuation Services, LLC (“AMVS”).
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING TSRPEERTRACKER.COM. YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS IF YOU EITHER (1) AFFIRMATIVELY ACCEPT THESE TERMS BY CHECKING THE “I AGREE” BUTTON BELOW, OR (2) USE OR ATTEMPT TO USE TSRPEERTRACKER.COM. IF YOU DO NOT AGREE WITH THE THESE TERMS, DO NOT PROCEED WITH ANY USE OF TSRPEERTRACKER.COM.
AMVS may change or supplement these Terms or information about TSRPeerTracker.com from time to time (“Updates”). AMVS will use commercially reasonable efforts to notify you of Updates. AMVS will post all Updates on its website located at www.tsrpeertracker.com. You agree to check this webpage from time to time for Updates. Your continued access or use of TSRPeerTracker.com after AMVS posts an Update constitutes your consent to be bound by the Terms, as updated.
2. LICENSE
Subject to your compliance with these Terms, TSRPeerTracker.com grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to access and use TSRPeerTracker.com via the internet solely for the purpose of the tracking the value of an award if the award ended that day. Although, TSRPeerTracker.com uses publicly available stock price data, use of the site does not provide license to the underlying public stock price data.
3. ACKNOWLEDGEMENTS
You acknowledge that: (i) any information, data or estimates you receive as a result of using TSRPeerTracker.com (“Information”) is share counts that you enter into TSRPeerTracker.com; (ii) AMVS does not review or retain any such Information; (iii) the current value is not a prediction of future value on TSRPeerTracker.com and may differ significantly from the final payout of any award; (iv) TSRPeerTracker.com’s award value at any given time is an estimate, has a degree of error, and AMVS is not responsible for determining the ultimate payout under any award as that is the responsibility of your company.
4. NO CLIENT RELATIONSHIP
You acknowledge that notwithstanding any payment received by AMVS for your use of TSRPeerTracker.com, your use of TSRPeerTracker.com does not result in or imply a client relationship or an advisory service agreement between AMVS and you, your employer or the company you represent. Such a relationship would require a written engagement letter for advisory services executed by both parties after potential conflicts of interest have been cleared. While AMVS and certain of its affiliates make up a part of a global consulting firm, TSRPeerTracker.com and the Information are solely products of AMVS and not of any affiliate of AMVS. No AMVS affiliate, nor their respective partners, principals or employees will have any liability in connection with TSRPeerTracker.com, the Information or the matters related thereto.
5. RESTRICTIONS
Except as expressly permitted by AMVS, you may not: (i) remove any copyright, trademark or other proprietary notices from any portion of TSRPeerTracker.com; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit TSRPeerTracker.com; (iii) decompile, reverse engineer or disassemble TSRPeerTracker.com; (iv) link to, mirror or frame any portion of TSRPeerTracker.com; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of TSRPeerTracker.com or unduly burdening or hindering the operation and/or functionality of any aspect of TSRPeerTracker.com; (vi) attempt to gain unauthorized access to or impair any aspect of TSRPeerTracker.com or its related systems or networks; or (vii) attempt to circumvent any of the security features of the TSRPeerTracker.com website.
6. PROPRIETARY RIGHTS
TSRPeerTracker.com and all rights associated with it are and shall remain the property of AMVS. Neither these Terms nor your use of TSRPeerTracker.com convey or grant to you any rights: (i) in or related to TSRPeerTracker.com except for the limited license granted above; or (ii) to use or reference in any manner AMVS’ company names, logos, product and service names, trademarks or services marks.
7. YOUR USE OF TSRPEERTRACKER.COM
A. USER ACCOUNTS
In order to use TSRPeerTracker.com, you must register for and maintain an active personal user service account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to AMVS certain personal information, such as your name, and your email address and other information that could be deemed to be personal and confidential. You agree to maintain accurate, complete, and up-to-date information in your Account. Your registration with AMVS constitutes your representation that you have the authority to acquire access to TSRPeerTracker.com on behalf of any company that you represent. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use TSRPeerTracker.com or AMVS’ termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. You may not allow others to access TSRPeerTracker.com using your Account. Unless otherwise permitted by AMVS in writing, you may only possess one Account.
B. USER REQUIREMENTS AND CONDUCT
TSRPeerTracker.com is not available for use by persons under the age of 18. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using TSRPeerTracker.com and you may only use TSRPeerTracker.com for lawful purposes.
C. NETWORK ACCESS AND DEVICES
You are responsible for obtaining the data network access necessary to use TSRPeerTracker.com. Your mobile network's data and messaging rates and fees may apply if you access or use TSRPeerTracker.com from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use TSRPeerTracker.com and any updates to them. AMVS does not guarantee that TSRPeerTracker.com, or any portion of it, will function on any particular hardware or devices. In addition, TSRPeerTracker.com may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
8. LIMITATIONS OF LIABILITY, REMEDIES
A. DISCLAIMER OF WARRANTIES
TSRPEERTRACKER.COM IS PROVIDED "AS IS" AND "AS AVAILABLE." AMVS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, AMVS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF TSRPEERTRACKER.COM, THAT TSRPEERTRACKER.COM WILL MEET YOUR NEEDS, OR THAT TSRPEERTRACKER.COM WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF TSRPEERTRACKER.COM REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
B. LIMITATION OF LIABILITY
AMVS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF TSRPEERTRACKER.COM, EVEN IF AMVS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AMVS WILL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON TSRPEERTRACKER.COM OR YOUR INABILITY TO ACCESS OR USE TSRPEERTRACKER.COM. AMVS WILL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND AMVS’ REASONABLE CONTROL. IN NO EVENT WILL AMVS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE THOUSAND U.S. DOLLARS (US $5000). AMVS WILL NOT BE LIABLE FOR ANY DELAYS OR FAILURES IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL.
C. INDEMNITY
You agree to indemnify and hold AMVS and its affiliates and their respective officers, directors, employees, agents and professional advisors harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees and court costs) incurred by AMVS that result from or arise in connection with: (i) your use of TSRPeerTracker.com; (ii) your breach or violation of any of these Terms; (iii) TSRPeerTracker.com's use of your User Content; or (iv) your violation of the rights of any third party.
9. MISCELLANEOUS TERMS
A. CHOICE OF LAW
These Terms, including, without limitation, their construction and interpretation and all claims, controversies and disputes arising under or relating to these Terms, shall be governed and construed in accordance with the laws of the State of New York, without regard to principles of conflict of law that would defer to the laws of another jurisdiction. You waive trial by jury in any action, proceeding or counterclaim arising in connection with these Terms. You agree, to the extent permitted by applicable law, that any Federal Court sitting within the Southern District of New York shall have exclusive jurisdiction over any litigation arising out of this Agreement or, if such courts lack subject matter jurisdiction, in the New York state courts with jurisdiction over New York County, New York. You agree to submit to the personal jurisdiction of such courts sitting within New York County, New York and to waive any and all personal rights under the law of any jurisdiction to object on any basis (including, without limitation, inconvenience of forum) to jurisdiction or venue within the State of New York for any litigation arising in connection with this Agreement.
B. NOTICES
AMVS may give notice by means of electronic mail to your email address in your Account, or by overnight courier to your address in your Account. AMVS’ notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to AMVS, with such notice deemed given when received by AMVS, at any time by overnight courier to AMVS at 600 Madison Avenue, 8th Floor, New York, NY 10022 Attn: General Counsel.
C. GENERAL
You may not assign these Terms without AMVS’ prior written approval. AMVS may assign these Terms without your consent to: (i) a subsidiary or affiliate of AMVS; (ii) an acquirer of AMVS’ equity, business or assets; or (iii) a successor by merger. Any attempted assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, TSRPeerTracker.com or any Hauler as a result of this Agreement or use of TSRPeerTracker.com. If a court finds that any provision of these Terms is invalid or unenforceable, that provision shall be deemed to have been stricken from these Terms and the remaining provisions shall be enforced to the fullest extent under law. TSRPeerTracker.com's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by TSRPeerTracker.com in writing. These Terms are binding upon you and any company that you represent as well as your respective heirs, successors, and assigns.
BY CLICKING ON THE "AGREE" BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE ON BEHALF OF YOURSELF AND THE COMPANY THAT YOU REPRESENT TO THE ABOVE TERMS.