ESIC STATUS
Esic Directory does not act as tax agent, nor accountant for early by early stage innovation companies or investors thereon. We provide general taxation advice can only. We are not in a position to, and do not undertake forensic examination of the claims made by users of the website. ESIC Directory does not provide personal advice. You agree any information obtained from the site is general and will not be used or relied upon. You will undertake your own enquiries and engage personalised professional services prior to any action, inaction or event.
Not a Financial Service
Esic Directory does not provide financial services, we provide general taxation information and referral services. You agree to seek personal advice and assistance from suitably qualified professionals in regards in any applicable regard, including investment strategy, financial products and taxation.
No Advice
Esic Directory does not provide any investment, legal, tax, estate planning or accounting advice or securities recommendations. Esic Directory does not provide any advice or recommendations regarding the suitability, profitability or appropriateness of any s financial product or investment strategy or other matter. You acknowledge that Esic Directory and its employees are not authorized to give any advice or make any recommendations and you agree that you will not consider any communications to be advice from Esic Directory and in no event will any communication be construed or interpreted by you or any other person as advice or as a recommendation that you buy, sell or hold any financial product.
You understand that Esic Directory neither had any role in creating and/or drafting the content that could contribute towards a financial product offer and we assume absolutely no responsibility for, nor guarantees the accuracy, completeness or usefulness of the information posted in this websites and/or other websites, press or media announcements, opinions, offering documents, prospectuses, private placement memorandums, offering disclosures or other materials that you may review and or rely on in making decisions. You unconditionally agree that those decisions are taken solely at your own risk. Where Esic Directory or its employees or representatives may have had an opportunity to see or review such materials, even if we have been alerted to potential problems with them, does not in any way imply that we have vetted or endorsed the securities, nor does it constitute any form of a recommendation or advice.
You agree that Esic Directory is under absolutely no obligation to communicate, disseminate or proactively undertake any examination of such securities or materials, nor to warn, alert or prevent you or anyone else from making decisions to purchase or sell any securities. If we initiate actions regarding such information we do not in any way imply that we will continue to do so, nor modify this Agreement such that it may be interpreted that we are responsible for doing so.
Limitation on Liability
THIS WEBSITE (INCLUDING WITHOUT LIMITATION ANY CONTENT OR OTHER PART THEREOF) CONTAINS GENERAL INFORMATION ONLY, AND WE ARE NOT, BY MEANS OF THIS WEBSITE, RENDERING PROFESSIONAL ADVICE OR SERVICES. BEFORE MAKING ANY DECISION OR TAKING ANY ACTION THAT MIGHT AFFECT YOUR FINANCES OR BUSINESS, YOU SHOULD CONSULT A QUALIFIED PROFESSIONAL ADVISOR.
THIS WEBSITE IS PROVIDED AS IS, AND WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING IT. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THIS WEBSITE WILL BE SECURE, ERROR-FREE, FREE FROM VIRUSES OR MALICIOUS CODE, OR WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, AND ACCURACY.
YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USAGE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO LOSS OF SERVICE OR DATA. WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, WHETHER IN AN ACTION OF CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, RELATING TO OR ARISING OUT OF THE USE OF THIS WEBSITE, EVEN IF WE KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES.
CERTAIN LINKS ON THIS WEBSITE MAY LEAD TO WEBSITES, RESOURCES OR TOOLS MAINTAINED BY THIRD PARTIES OVER WHOM WE HAVE NO CONTROL, INCLUDING, WITHOUT LIMITATION, THOSE MAINTAINED BY ENTITIES WHO HAVE INDICATED ACHIVEMENT OF A TAXATION STATUS. WITHOUT LIMITING ANY OF THE FOREGOING, WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING SUCH WEBSITES, RESOURCES AND TOOLS, AND LINKS TO ANY SUCH WEBSITES, RESOURCES AND TOOLS SHOULD NOT BE CONSTRUED AS AN ENDORSEMENT OF THEM OR THEIR CONTENT BY US.
THE ABOVE DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL BE APPLICABLE NOT ONLY TO US BUT ALSO TO EACH OTHER ENTITY WITHIN THE ADVISER NETWORK AND TO OUR AND THEIR RESPECTIVE PERSONNEL.
THE ABOVE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE APPLICABLE TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE.
Consequential Damages
YOU HEREBY ACKNOWLEDGE AND AGREE, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THAT ESIC DIRECTORY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO ANY TRANSACTION CONTEMPLATED, ATTEMPTED OR EXECUTED UNDER THIS AGREEMENT, INCLUDING FAILURES TO EXECUTE, FOR YOU, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF PRINCIPAL, OR OTHER LOSSES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO ECONOMIC, PHYSICAL, SOCIAL AND/OR PSYCHOLOGICAL, REGARDLESS OF WHETHER OR NOT APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING AND EVEN IF SUCH EVENTS COULD HAVE BEEN REASONABLY FORESEEN OR PREVENTED BY ESIC DIRECTORY
Cap on Liability
YOU HEREBY ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL ESIC DIRECTORY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID, IF ANY, DIRECTLY AND INDIVIDUALLY BY YOU TO ESIC DIRECTORY UNDER THIS AGREEMENT DURING THE 12 MONTHS PERIOD PRIOR TO THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
General Indemnification
You hereby agree to indemnify, protect, defend and hold harmless Esic Directory and our officers, directors, members, shareholders, employees, agents, partners, vendors, successors, assigns, affiliates, and related parties, from and against any and all third party claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable legal fees, costs and expenses), which Esic Directory may suffer as a result of:
(1) any breach of or material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, by you contained in this Agreement or in any certificate or document delivered by you or your agents pursuant to any of the provisions of this Agreement, or
(2) any obligation which is expressly the responsibility of you under this Agreement, or
(3) any other cost, claim or liability arising out of or relating to the rights and privileges granted or obligations incurred (including performance obligations) hereunder. Any amount due under the aforesaid indemnity will be due and payable by you within thirty (30) days after demand thereof. Furthermore, you shall protect, hold harmless and indemnify Esic Directory and our officers, directors, members, shareholders, employees, agents, partners, vendors, successors, assigns, and affiliates from and against any and all liability related to your activities, actions and inactions related to your transactions and this Agreement.
Disclaimer of Liability
You understand and agree that Esic Directory and our affiliates will not be liable to you or to any third parties, or have any responsibility whatsoever for:
a. any losses arising out of or relating to a cause over which Esic Directory or our affiliates did not have direct control, including the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, operator errors, government restrictions, force majeure (e.g., earthquake, flood, severe or extraordinary weather conditions, natural disasters or other act of God, fire, acts of war, terrorist attacks, insurrection, riot, strikes, labor disputes or similar problems, accident, action of government, communications, system or power failures and equipment or software malfunction), regulatory, exchange or market rulings; or,
b. any special, indirect, incidental or consequential damages (including lost profits, trading losses and damages) that you may incur in connection with your activities transacted through Esic Directory under this Agreement.
Severability, Waiver and Effectiveness
If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of this Agreement.
Non-Waiver
Esic Directory’s failure to insist on strict compliance with this Agreement or any other course of conduct on our part will not be deemed a waiver of Esic Directory’s rights under this Agreement.
Successors
This Agreement will pass to the benefit of Esic Directory and our successors, assigns and agents. In addition, you hereby agree that this Agreement and all the terms hereof will be binding on your heirs, executors, administrators, personal representatives, successors, assigns and agents.
Headings
You agree that any headings, captions, and subtitles used in this Agreement are for descriptive purposes only and will not be deemed to modify or qualify any of the rights or obligations set forth in each such section. They are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
Entire Understanding; Assignment
This Agreement contains the entire understanding between Esic Directory and you. Esic Directory may assign our rights and duties under this Agreement to any of our successors, subsidiaries or affiliates without giving you notice, or to any other entity upon three days prior written notice to you, delivered by email (see Notices section, below). You may not assign the rights and obligations under this Agreement without first obtaining the prior written consent of Esic Directory. Any purported assignment in violation of this Agreement will be void.
Amendment, Alteration or Modification.
This Agreement may be amended, altered or modified only by an instrument in writing specifying such amendment, alteration or modification, which is executed by both parties. In the event that any provision of this Agreement shall be held by a court, arbitral or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible by applicable law and the remaining portions of this Agreement shall remain in full force and effect and enforceable.
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