Terms of service

Updated as of June 10, 2012

1. Your Acceptance

A. By using and/or visiting this website (collectively, including all content and functionality available through The Executive Pay.com domain name, the "The Executive Pay Website", or "Website"), you signify your agreement to (1) these terms and conditions (the "Terms of Service"), and (2) The Executive Pay's privacy notice, found at www.executivepay.info/site/privacy-policy and incorporated here by reference. If you do not agree to any of these terms or The Executive Pay privacy notice, please do not use The Executive Pay Website.

B. Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version www.executivepay.info/site/terms-service (this document). The Executive Pay may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

2. The Executive Pay Website

A. These Terms of Service apply to all users of The Executive Pay Website, including users who are also contributors of content, information, and other materials or services on the Website. The Executive Pay Website includes all aspects of The Executive Pay, including but not limited to all products, software and services offered via the website such as The Executive Pay articles, The Executive Pay approval ratings, and other applications.

B. The Executive Pay Website may contain links to third party websites that are not owned or controlled by The Executive Pay. The Executive Pay has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, The Executive Pay will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve The Executive Pay from any and all liability arising from your use of any third-party website.

C. Accordingly, we encourage you to be aware when you leave The Executive Pay Website and to read the terms and conditions and privacy policy of each other website that you visit.

3. The Executive Pay Accounts

A. In order to access some features of the Website, you will have to create a The Executive Pay account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify The Executive Pay immediately of any breach of security or unauthorized use of your account.

B. Although The Executive Pay will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of The Executive Pay or others due to such unauthorized use.

4. General Use of the Website—Permissions and Restrictions

The Executive Pay hereby grants you permission to access and use the Website as set forth in these Terms of Service, provided that:

A. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to The Executive Pay servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, The Executive Pay grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials. The Executive Pay reserves the right to revoke these exceptions either generally or in specific cases.

B. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website, such as comments or messages, for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.

C. In your use of the website, you will otherwise comply with the terms and conditions of these Terms of Service, The Executive Pay Community Guidelines, and all applicable local, national, and international laws and regulations.

D. The Executive Pay reserves the right to discontinue any aspect of the The Executive Pay Website at any time.

5. Your Use of Content on the Site

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on The Executive Pay Website.

A. You may access The Executive Pay Content, User Submissions and other content only as permitted under this Agreement. The Executive Pay reserves all rights not expressly granted in and to the The Executive Pay Content and the The Executive Pay Service.

B. You understand that when using the The Executive Pay Website, you will be exposed to User Submissions from a variety of sources, and that The Executive Pay is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against The Executive Pay with respect thereto, and agree to indemnify and hold The Executive Pay, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

6. Your User Submissions and Conduct

A. As a The Executive Pay account holder you may submit textual content (“Articles” and "User Comments"). Articles and User Comments are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, The Executive Pay does not guarantee any confidentiality with respect to any User Submissions.

B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them.

C. Your User Submissions on The Executive Pay are licensed under a Creative Commons Attribution 3.0 License. This means anyone can copy, distribute, transmit, and adapt your User Submissions.

D. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant The Executive Pay all of the license rights granted herein.

E. The Executive Pay does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and The Executive Pay expressly disclaims any and all liability in connection with User Submissions. The Executive Pay does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and The Executive Pay will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. The Executive Pay reserves the right to remove Content and User Submissions without prior notice.

7. Account Termination Policy

A. The Executive Pay will terminate a User's access to its Website if, under appropriate circumstances, they are determined to be a repeat infringer.

B. The Executive Pay reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement, such as, but not limited to, defamatory material. The Executive Pay may remove such User Submissions and/or terminate a User's access for publishing such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

8. Copyright Notifications

A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification by providing The Executive Pay with the following information in writing:

- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Information must be submitted in using The Executive Pay's contact form, found at www.executivepay.info/form/contact.

B. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to The Executive Pay:

- Your physical or electronic signature;

- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

- A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the court in Montreal, Quebec, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
Information must be submitted in using The Executive Pay's contact form, found at www.executivepay.info/form/contact.

If a counter-notice is received, The Executive Pay may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at The Executive Pay's sole discretion.

9. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE Executive Pay WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE Executive Pay, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. THE Executive Pay MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE Executive Pay WEBSITE. THE Executive Pay DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE Executive Pay WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THE Executive Pay WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

10. Limitation of Liability

IN NO EVENT SHALL THE Executive Pay, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE Executive Pay WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT THE Executive Pay SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website is controlled and offered by The Executive Pay from its facilities in Canada. The Executive Pay makes no representations that the The Executive Pay Website is appropriate or available for use in other locations. Those who access or use The Executive Pay Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

11. Indemnity

You agree to defend, indemnify and hold harmless The Executive Pay, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to The Executive Pay Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of The Executive Pay Website.

12. Ability to Accept Terms of Service

You affirm that you are more than 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

13. Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The Executive Pay without restriction.

14. General

You agree that: (i) The Executive Pay Website shall be deemed solely based in Quebec, Canada; and (ii) The Executive Pay Website shall be deemed a passive website that does not give rise to personal jurisdiction over The Executive Pay, either specific or general, in jurisdictions other than Quebec, Canada. These Terms of Service shall be governed by the internal substantive laws of the Province of Quebec, without respect to its conflict of laws principles. Any claim or dispute between you and The Executive Pay that arises in whole or in part from The Executive Pay Website shall be decided exclusively by a court of competent jurisdiction located in Montreal, Quebec. These Terms of Service, together with the Privacy Policy at www.executivepay.info/ site/privacy-policy and any other legal notices published by The Executive Pay on the Website, shall constitute the entire agreement between you and The Executive Pay concerning The Executive Pay Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and The Executive Pay's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. The Executive Pay reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of The Executive Pay Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND THE Executive Pay AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE Executive Pay WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.