1. Terms and Conditions of Use

1.1 The website located at www.marketdepth.com, including the opinions, articles, newsletters and other content therein and provided thereunder (collectively, the “Site”) belongs to Market Depth Media Inc. (“Market Depth” “we” or “us”). Certain content or features of the Site may be subject to additional guidelines, terms, or disclaimers, which will be posted on the Site in connection with such content or features. Without limitation to the preceding sentence, your submission of information, including personal information, through or in connection with the Site is governed by the terms of our privacy policy, as may be updated from time to time, available at www.marketdepth.com/privacy-policy (the “Privacy Policy”). All such additional guidelines, terms or disclaimers, including our Privacy Policy, are incorporated by reference into these Terms (these “Terms”).

1.2 These Terms set forth the legally binding terms and conditions that govern your access to and use of the Site, including any content, functionality and services offered on or through the Site. By accessing or using the Site, you are accepting these Terms, on behalf of yourself or the entity that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into these Terms, on behalf of yourself or the entity that you represent. If you do not agree with all of the provisions of these Terms and the terms of our Privacy Policy, which Privacy Policy is incorporated herein, do not access or continue to use the Site.

2. Access to the Site

2.1 License. Subject to these Terms, we grant to you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, non-commercial use. You may only use the Site for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, in any form or medium whatsoever except:

  1. your computer and browser may temporarily store or cache copies of materials being accessed and viewed;
  2. a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever;
  3. one single user copy may be downloaded with any proprietary notices intact, for your own personal, non-commercial use, conditional on your agreement to be bound by our end user license agreement for such downloads; and
  4. in the event social media platforms are linked to certain content on the Site, you may take such actions as the Site and such third-party social media platforms permit.

Users are not permitted to modify copies of any materials from the Site nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.

If you print off, copy or download any part of the Site in breach of these Terms, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Site or to any content on the Site, and all rights not expressly granted are reserved by Market Depth. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions:

  1. you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site;
  2. you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site;
  3. you shall not access the Site in order to build a similar or competitive website, product, or service; and
  4. except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means.

Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site, or on any content displayed on or in the Site, must be retained on all copies thereof.

2.3 Modification. Market Depth reserves the right, at any time, to modify, suspend, or discontinue the Site, in whole or in part, with or without notice to you. You agree that Market Depth will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.4 No Support or Maintenance. You acknowledge and agree that Market Depth will have no obligation to provide you with any support or maintenance in connection with the Site.

2.5 Ownership. You understand and agree that the Site and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Market Depth, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. Market Depth, the Market Depth trademarks, Market Depth logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Market Depth or its affiliates or licensors. You must not use such marks without the prior written permission of Market Depth. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Site are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action. Neither these Terms nor your access to the Site transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Market Depth and its service partners reserve all rights not granted in these Terms. There are no implied licenses granted in or under these Terms.

3. User Content

3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (as defined herein). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Market Depth. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates our Acceptable Use Policy. Market Depth is not obligated to backup any User Content, and your User Content may be deleted from the Site at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content, if you desire.

3.2 License. You hereby grant, and you represent and warrant that you have the right to grant, to Market Depth an irrevocable, non-exclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive, and agree to cause to be waived, any claims and assertions of moral rights or attribution with respect to your User Content. You understand and agree that you, not Market Depth nor its directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any User Content you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Content submitted by you or any other user of the Site.

3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

  1. You agree not to use the Site or any User Content in any manner:
    1. that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
    2. that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable;
    3. violated the terms of use of any third-party website that is linked to the Site, including but not limited to, any third-party social media website;
    4. that involves stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code;
    5. that involves, providing, or contributing any false, inaccurate, or misleading information;
    6. that impersonates or attempts to impersonate Market Depth, any of its employees, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
    7. that transmits, or procures the sending of, any advertisements or promotions without our prior written consent, sales, or encourages any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation. 
    8. that encourages any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Market Depth or users of the Site or expose them to liability;
    9. that causes annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
    10. that promotes any illegal activity, or advocate, promote, or assist any unlawful act;
    11. that gives the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case; or
    12. that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
  2. In addition, you agree not to:
    1. upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data;
    2. send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
    3. use the Site to harvest, collect, gather, or assemble information or data regarding other users, including e-mail addresses, without their consent;
    4. interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies, or procedures of such networks;
    5. attempt to gain unauthorized access to the Site or to other computer systems or networks connected to or used together with the Site, whether through password mining or any other means; or
    6. use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to, or to strip, scrape, or mine data from, the Site.

3.4 Enforcement. We reserve the right, but have no obligation, to review any User Content and to investigate and/or take appropriate action against you in our sole discretion, if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content and/or reporting you to law enforcement authorities.

3.5 Feedback. If you provide Market Depth with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Market Depth all rights in such Feedback and agree that Market Depth shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Market Depth will treat any Feedback you provide to Market Depth as non-confidential and non-proprietary. You agree that you will not submit to Market Depth, for the purposes of providing feedback or suggestions, any information or ideas that you consider or reasonably ought to have known to be confidential or proprietary.

3.6 User Registration, Password and Security. If any of the resources, information, sign up forms or other sources requires you to open an account, you must complete the registration process by providing Market Depth with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Market Depth immediately of any unauthorized use of your account or any other breach of security. Market Depth will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Market Depth or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder. No account is required to browse the Site. We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms. You are prohibited from attempting to circumvent and from violating the security of the Site, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting the Site owner’s ability to monitor the Site; (f) using any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Site via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Site.

3.7 Data Collection. By accessing and using this Site, our servers automatically collect and store certain information about you, including the name of the domain from which you accessed the Internet, the date and time you accessed this Site, the Internet address of the web site you used to link to this Site, your IP address, hard drive serial number, browser type and language. We use this information for authentication, copy protection, account blocking, system management and other purposes. We may also use software programs to gather and assess certain information, including the number of visitors to different section of this Site, what information is of most and least interest, the need for technical design specifications and to identify system performance or problem areas. For website security purposes, and to ensure that this Site remains available to all users, we also use software programs to monitor network traffic to identify unauthorized attempts to upload or change information, or otherwise cause damage. Finally, we may use built-in tracking features or a technology known as “cookies” to send a small file to your computer that uniquely identifies your browser to obtain information regarding your use of this Site. 

3.8 Privacy. By submitting your personal information and using the Site, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such User Content submissions in compliance with our Privacy Policy, found at www.marketdepth.com/privacy-policy, as we deem necessary for use of the Site.

4. Indemnification

You agree to indemnify Market Depth and its directors, officers, employees and agents, including costs and legal fees, from any claim or demand made by any third party due to or arising out of:

  1. your use of the Site;
  2. your violation of these Terms;
  3. your violation of applicable laws or regulations; or
  4. your User Content.

Market Depth reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any such matter without the prior written consent of Market Depth. Market Depth will use reasonable efforts to notify you of any such claim, action, or proceeding, upon becoming aware of it.

5. Third-Party Links & Ads; Other Users

5.1 SOME LINKS ON THE SITE WILL LET YOU LEAVE THE SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF MARKET DEPTH AND MARKET DEPTH IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. PUBLKIO IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. MARKET DEPTH IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY MARKET DEPTH OF THE SITE.

5.2 Market Depth is a distributor (and not a publisher) of content supplied by third parties and other users. Accordingly, Market Depth has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, you or any other user of the Site are those of the respective author(s) or distributor(s) and not of Market Depth.  Neither Market Depth nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.

5.3 In many instances, the content available through the Site represents the opinions and judgments of the respective information provider, you, or other user not under contract with Market Depth. Market Depth neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Site by anyone other than authorized Market Depth employee spokespersons while acting in their official capacities. Under no circumstances will Market Depth be liable for any loss or damage caused by your reliance on information obtained through the Site. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through Market Depth. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

5.4 Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, the “Third-Party Links & Ads”). The Third-Party Links & Ads are not under the control of Market Depth, and Market Depth is not responsible for any of the Third-Party Links & Ads. Market Depth provides access to the Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to the Third-Party Links & Ads. Your use of the Third-Party Links & Ads is at your own risk, and you should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including such third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

5.5 Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Market Depth will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.

5.6 Release. Subject to applicable law, you hereby release and forever discharge Market Depth, and our directors, officers, employees, agents, representatives, successors and assigns, from, and hereby waive and relinquish each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site, including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads.

5.7 Site Monitoring and Enforcement, Suspension, and Termination.  Market Depth has the right, without provision of notice to:

  1. remove or refuse to post on the Site any User Content for any or no reason in our sole discretion;
  2. at all times, take such actions with respect to any User Content deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the Terms or the Applicable Use Policy;
  3. take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Site. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site; and
  4. terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms.

YOU WAIVE AND HOLD HARMLESS MARKET DEPTH AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY MARKET DEPTH AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER MARKET DEPTH OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation, nor any responsibility to any party to monitor the Site or its use, and do not and cannot undertake to review material that you or other users submit to the Site. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

5.8 YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

5.9 NEITHER MARKET DEPTH NOR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER MARKET DEPTH NOR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE  SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

5.10 WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

5.11 EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL MARKET DEPTH NOR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY SITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

5.12 To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Market Depth, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms or your use of the Site, including, but not limited to, your User Content, third-party sites, any use of the Site’s content, services, and products other than as expressly authorized in these Terms.

6. Term and Termination

Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. You understand that any such termination may involve deletion of your User Content from our live databases. Market Depth will not have any liability whatsoever to you for any termination of your rights under these Terms, including for deletion of your User Content. The following provisions of these Terms will remain in effect following the termination of your rights hereunder: Sections 2.2 to 2.5, and Sections 2 to 8.

7. General

7.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us, if any, and/or by prominently posting notice of the changes on the Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately on posting and applying to all access to and continued use of the Site. You agree to periodically review the Terms in order to be aware of any changes and your continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

7.2 Electronic Communications. The communications between you and Market Depth are by electronic means, whether you use the Site or send us e-mails, or whether Market Depth posts notices on the Site or communicates with you via e-mail. For contractual purposes, you:

  1. consent to receive communications from Market Depth in an electronic form; and
  2. agree that all terms and conditions, agreements, notices, disclosures, and other communications that Market Depth provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in hardcopy form.

7.3 Entire Terms. These Terms (including the Privacy Policy and Copyright Infringement) constitute the entire agreement between you and us regarding the use of the Site.

7.4 Waiver. A waiver by Market Depth of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Market Depth and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

7.5 Headings and Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.

7.6 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

7.7 Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Market Depth’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Market Depth may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon any assignees.

7.8 Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of or in connection with their subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. You agree that the courts of the Province of British Columbia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter or formation, including non-contractual disputes or claims, of these Terms.

7.9 Copyright/Trademark Information. Copyright © 2020 Market Depth Market Inc. All rights reserved. All trademarks, logos and service marks (the “Marks”) displayed on the Site are our property or the property of third parties. You are not permitted to use the Marks without our prior written consent or the consent of a third party, as applicable.

1.1 Contact Information. If you wish to contact us in writing, or if these Terms require you to give notice to us in writing, please contact us at [email protected].

8. Disclaimers

8.1 General. The content on our Website is provided for general information purposes only. It is not intended to amount to any advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on the Site. Although we make reasonable efforts to update the information on the Site, we make no representations, warranties, or guarantees, whether express or implied, that the content on the Site is accurate, complete, or up to date. Your use of the Site is at your own risk and neither Market Depth, its affiliates nor its respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the Site. 

YOU EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. NEITHER MARKET DEPTH, IT’S AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THIS SITE. 

8.2 Investment and Securities Disclaimers. 

  1. The Site is not intended to provide tax, legal, insurance or investment advice, and nothing on the Site should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation to buy or sell any security. None of the content on the Site is provided with a view to inviting, inducing or encouraging any person to make any kind of investment decision. You are solely responsible for determining whether any investment, security or strategy, or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult an attorney or tax professional regarding your specific legal or tax situation. You should also consult a licensed professional, such as a financial advisor or broker-dealer, when dealing in any securities or making any investment decisions. We do not guarantee that any of the companies mentioned on the Site or any of our newsletters or content will perform as we expect, and any comparisons we have made to other companies may not be valid or come into effect.
  2. Neither Market Depth nor its owners, officers, directors, partners, consultants, nor anyone involved in the publication of the Site, is a registered investment advisor, broker-dealer or securities professional or associated person with a registered investment advisor or broker-dealer. You understand that the information presented on the Site is provided for informative purposes only and that no content published on the Site constitutes or should be treated as a recommendation to make any specific investment or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person. Market Depth does not render general or specific investment advice and does not endorse or recommend the business, products, services or securities of any industry or company mentioned on this Site. To the extent that anything on the Site may be deemed to be investment advice or a recommendation in connection with a particular company or security, such information is impersonal and is not tailored to the needs of any specific person. No such information constitutes advice or a recommendation. 
  3. THERE CAN BE NO ASSURANCE THAT CONTENTS PUBLISHED ON THE SITE IS ACCURATE OR WITHOUT ERROR. ANY PERSON WHO MAKES USE OF SUCH CONTENT AFFIRMATIVELY ASSUMES ALL RISKS FROM USING THE CONTENT. Market Depth does not guarantee it reviews, and is not responsible for confirming the accuracy of information submitted for inclusion on the Site.
  4. Any opinions and analyses included in the Site are based on factual information obtained from public filings and other sources deemed to be reliable and are provided “as is” in good faith. Market Depth makes no representation or warranty, expressed, implied or statutory, as to the accuracy or completeness of such information, which may be subject to change without notice.
  5. INVESTORS ARE STRONGLY ADVISED TO CONFIRM THE ACCURACY OF ANY INFORMATION OBTAINED FROM THE SITE PRIOR TO MAKING ANY INVESTMENT DECISION. Investors should review the profiled company’s financial condition, operations, management, products or services, trends in the industry and risk that may be material to the profiled company’s business and other information that he or his advisors deem material for an investment decision.
  6. Any information, opinions and analysis included in the Site are related to the profiled companies represent the personal and subjective views of the author of the articles, and are subject to change at any time without notice. The information provided in the articles on the Site and the content has been obtained from sources which the authors believe to be reliable. However, the author have not independently verified or otherwise investigated all such information. None of the authors, Market Depth or any of their respective affiliates, guarantee the accuracy or completeness of any such information. Any opinion, analysis, articles and content are not, and should not be regarded as investment advice or as a recommendation regarding any particular security or course of action.  Readers should therefore verify independently information provided in the Site by completing their due diligence on any company in which they are contemplating an investment. Such information to be reviewed should include the company’s regulatory disclosure filed with the Securities and Exchange Commission (www.sec.gov) and the Canadian security regulatory authorities (www.sedar.com) or directly from the company.  In addition, readers are strongly urged to speak with their own investment advisor before making any investment decisions and should understand the risks associated with an investment in the profiled issuer’s securities, including, but not limited to, the complete loss of your investment.
  7. Information obtained from public filings and other sources are deemed reliable; however, Market Depth takes no responsibility for verifying the accuracy of such information and makes no representation that such information is complete and correct. Market Depth makes no representation makes no guarantee that any forward-looking statements will provide to be accurate. Persons using the Site are encouraged to consult with independent financial advisors with respect to an investment in any company profiled herein. 
  8. The content published on the Site is a snapshot that provides positive information on the profiled companies. The information consists of only positive content. Market Depth does not and will not publish negative information about the profiled companies. Accordingly, investors should consider the information to be one-side and not balanced, complete, accurate, truthful or reliable.
  9. The information on the Site is not intended as a solicitation for funds or an offering of securities and should not be construed or interpreted as such. The information on the Site is not intended to modify, qualify, supplement or amend information disclosed under applicable securities legislation of the U.S. or Canada. No securities commission or other regulatory authority in either the U.S. or Canada has in any way passed upon the information on the Site and Market Depth makes no representation or warranty to that effect.
  10. You understand that an investment in any security is subject to a number of risks, and that discussions of any security published on the Site will not contain a list or description of relevant risk factors. In addition, some of the securities about which content is published on the Site have a low market capitalization, insufficient public float and/or are thinly traded. Such securities are subject to more risk than securities of larger companies, including greater volatility, lower liquidity and less publicly available information. Content on the Site may have an effect on the price of such securities.
  11. From time to time, reference may be made on our Site to prior articles or opinions we have published. These references may be selective, may reference only a portion of an article or opinion, and are likely not to be current. As market information changes continuously, previously published information and data, and any references thereto, may not be current and should not be relied upon.

8.3 Caution to U.S. Readers. The Site may reference resources in the “Measured” “Indicated” and “Inferred” categories. These are terms defined under National Instrument 43-101 of the Canadian securities regulators. We advise U.S. investors that while these terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. Investors are cautioned not to assume that any part or all of the material in the “Measured” or “Indicated” resource categories will ever be converted into mineral reserves. In addition, “Inferred” resources have great uncertainty as to their existence, and great uncertainty as to the economic and legal feasibility of exploiting these in a mining operation. It cannot be assumed that any part or all of an Inferred resource will ever be upgraded to a higher category. Under Canadian rules, estimates of an Inferred resource may not form the basis of pre-feasibility or feasibility studies except in rare cases. Investors are cautioned not to assume that any part or all of an Inferred resource exists or is economically or legally mineable.

9. OTC and Microcap Risk Warnings

9.1 Because many securities traded Over-The-Counter (OTC) are relatively illiquid, or “thinly traded,” which tends to increase volatility in market prices, an investment in an OTC security involves a high degree of risk. These speculative and illiquid securities are often difficult for investors to buy or sell without significantly affecting the quoted price. It should be noted that the liquidation of a position in an OTC security may not even be possible within a reasonable period of time.

9.2 Dependable information regarding issuers of OTC securities, their prospects, or the risks associated with the business of any particular issuer or an investment in the issuer’s securities may not be available. For this reason, it may be difficult to properly value an investment in an OTC security or accurately determine the risks involved with investing in such a security. For more information about investing in microcap securities, please read the content on the SEC’s website, including the SEC’s investor publication titled “Microcap Stock: A Guide for Investors” available at

https://www.sec.gov/investor/pubs/microcapstock.htm.

9.3 Issuers of OTC securities quoted on the OTC Link system are not required to provide any kind of information to investors. While many issuers register OTC securities with the Securities and Exchange Commission (SEC) and regularly provide reports to investors in connection with such registration, they are not required to continue such registration or regularly provide such reports because their securities are quoted on OTC Link. Securities may continue to be quoted on the OTC Link system if issuers are delinquent in their reporting obligation to the SEC or other federal or state regulatory agencies. Quotation of a security on the OTC Link system does not in itself create any ongoing filing or reporting obligations with the SEC for any issuer. In fact, issuers may not even be aware that their securities are quoted on the OTC Link system.

9.4 Forward-Looking Statements. In addition to historical information, the Site may contain forward-looking statements, including statements with respect to third parties regarding product plans, future growth, market opportunities, strategic initiatives, industry positioning, customer acquisition, the amount of recurring revenue and revenue growth. In addition, when used on the Site, the words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding a third party’s focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make on the Site involves risks and uncertainties that may cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those disclosed by the companies featured on the Site in their public securities filings found on www.sedar.com. You should carefully review the risks described therein. You should not place undue reliance on these forward looking statements, which speak only as of the date such statement was published. Market Depth undertakes no obligation to publicly release any updates or revisions to the forward-looking statements or reflect events or circumstances after the date of their publication, except as required by law.

9.5 Compensation and Financial Interests. 

  1. Market Depth is providing you with this disclaimer because it is publishing advertisements about penny stocks. Because Market Depth is paid to disseminate information to the public about securities, it is required by the securities laws including Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder, and Section 17(b) of the Securities Act of 1933, as amended (the “Securities Act”), to specifically disclose any compensation as well as other important information, This information includes that Market Depth may hold, as well as purchase and sell, the securities of a profiled company before, during and after the time that Market Depth publishes favorable information about the profiled company. Market Depth may urge investors to purchase the securities of a profiled company while it sells its own shares. The anti-fraud provisions of federal and state securities laws require Market Depth to inform you that it may engage in buying and selling of profiled company’s securities before, during and after its advertising campaigns.
  2. From time to time, we may receive compensation from the companies featured on the Site or from third parties acting on behalf of the companies featured on the Site. Where we have been compensated by the companies featured, or by third parties for the companies featured, a notice will appear at the end of the article featuring that company. The nature and amount of the compensation received by us can be found on www.marketdepth.com on our compensation disclosure page. In addition, Market Depth and its officers, directors and employees, may, from time to time, own, buy or sell securities in the companies featured on the Site. We will disclose in the articles written by us if we have a position in the companies featured by us at the date of publication. However, we may not provide updates about our position or our trading in the securities of the companies featured after the date of publication.
  3. Market Depth and its owners, officers, directors, partners and consultants may own shares of the profiled companies, which may be sold at any time, including as soon as such shares are deposited into trading accounts, during any campaign by Market Depth of the profiled companies stock, after any such campaign or at any other time. Market Depth also may buy and sell securities in the profiled companies which may cause (a) decline in the price of the profiled companies stock due to such selling activities, (b) increased volatility due to such buying and selling of the profiled companies stock and (c) permit Market Depth to make substantial profits while it is profiling each of these companies, yet may result in a diminished value to the stock for investors.
  4. A short time after Market Depth acquires a profiled company’s shares, it may publish favourable information about the profiled company advising others, including you, to consider purchasing shares of the profiled company. While doing so, Market Depth may sell the profiled company’s securities it acquired during the public dissemination causing Market Depth to profit while you suffer a loss.
  5. Most, if not all, of the companies profiled by Market Depth are penny stocks that are illiquid (they do not have much trading volume at all) and whose securities are subject to wide fluctuations in trading price and volume. During any campaign the trading volume and price of the securities of each profiled company/issuer will likely increase significantly. When the campaign ends, the volume and price of the profiled company will likely decrease dramatically. As a result, investors who purchase during the campaign and hold shares of the profiled company when the campaign ends will probably lose most, if not all, of their investment.