2011 Commentaries

Subscription Agreement

IMPORTANT – PLEASE READ CAREFULLY. THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS WITH REGARD TO YOUR USE OF DAVID ZERVOS’ MARKET COMMENTARY PROVIDED BY LEUCADIA ASSET MANAGEMENT LLC, GLOBAL MACRO DIVISION (“JEFFERIES”).

YOUR USE OF THE MARKET COMMENTARY AND ANY OF ITS CONTENTS MADE AVAILABLE TO YOU HEREUNDER (TOGETHER, THE “SERVICE”) IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT BETWEEN YOU AND JEFFERIES TOGETHER WITH THE DISCLOSURE FOUND AT: http://www.jefferies.com/Disclaimers/Pages/970 (“DISCLOSURE”). BY CHECKING OFF YOUR CONFIRMATION AT THE END OF THE SUBSCRIPTION FORM THAT YOU HAVE READ AND AGREED TO THIS AGREEMENT, YOU AGREE THAT YOU:  (A) HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE DISCLOSURE; (B) HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ARE BOUND BY ALL OF THE AGREEMENT’S TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU SHOULD CLOSE THIS WEBPAGE AND NOT ACCESS THE SERVICES.

Jefferies reserves the right to change the terms and conditions of this Agreement at any time. Jefferies will notify you via email of any material changes to this Agreement. By using the Service after any such changes take place, you signify your acceptance of the change(s) and your agreement to be bound by them.

The Service is a marketing communication and is not and should not be construed as Jefferies investment research or a research report prepared by a Jefferies research analyst. Any views contained in the Service may differ from those of the research department of any affiliate of Jefferies. The Service has not been prepared in accordance with legal requirements designed to promote the independence of investment research, and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

1)  Service
a)  The Service is licensed only for your personal, noncommercial use. YOU MAY NOT COPY, REPRINT, SELL, REDISTRIBUTE, OR DISCLOSE, TO ANY OTHER PERSON IN YOUR ORGANIZATION OR OTHERWISE, OR OTHERWISE USE THE SERVICE, IN WHOLE OR PART, BY CONTENT SCRAPING OR EXTRACTION, AUTOMATED PROCESSING, OR ANY OTHER FORM OR MEANS, WITHOUT THE PRIOR WRITTEN CONSENT OF JEFFERIES.

b)  The Service is proprietary to and owned by Jefferies and is protected by international copyright and other intellectual property laws.

c)  Any market views or opinions expressed in the Service are those of David Zervos, except where such views or opinions are expressly attributed to Jefferies or another individual. Market views contained within the Service are opinions that are current as of the date of publication only. Global market and economic conditions change frequently, may change significantly after a market view is published, and may no longer support a previously published market view. Jefferies accepts no obligation to update, adjust or correct previously published market views or to notify you when Jefferies market views have changed.

d)  The Service may contain or refer to information obtained from third parties (“Content Providers”). Extraction, reproduction and distribution in any form of any portion of content provided by Content Providers is prohibited except with the prior written permission of the related Content Provider.

e) The Service includes access to the JEFContent Portal for access to historical market views. You agree that your login credentials to the JEFContent Portal are unique to you and confidential and that you will not share your login credentials to the JEFContent Portal, or any content or portion thereof you access in the JEFContent Portal, with any other person in your organization or otherwise. If you learn or suspect that your login credentials have been disclosed to someone else, or have become compromised in any way, you agree that you will contact [email protected] promptly.

2)  Access and Availability of Service
a)  You are solely responsible for providing, maintaining and ensuring compatibility of all hardware, software, electrical and other technology required for your use of the Service, including a valid email address, telecommunications and internet access connections or other equipment, web browsers or other software applications, and services. Jefferies does not provide any of the foregoing, and has no responsibility for them.

b)  Jefferies does not guarantee availability of the Service, that it will be uninterrupted, or that it will be error-free. It may be unavailable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance or repairs which Jefferies may undertake from time to time; or (iii) causes beyond the control of Jefferies or which are not reasonably foreseeable by Jefferies.

c)  You are solely responsible for all of your acts and omissions that occur in connection with your use of the Service.

3)  Representations and Warranties
a)  You represent and warrant that: (i) you have the power and authority to enter into and perform your obligations under this Agreement; (ii) all subscription registration and other information provided by you to Jefferies is truthful, accurate and complete; and (iii) you shall comply with all terms and conditions of this Agreement.

b)  THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, NONINFRINGEMENT, AND ACCURACY OF INFORMATIONAL CONTENT. JEFFERIES AND THE CONTENT PROVIDERS DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE. JEFFERIES AND THE CONTENT PROVIDERS SHALL NOT BE RESPONSIBLE FOR INVESTMENT DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICE.

c)  The Service may contain or refer to information, products, and services provided by Content Providers and links to their Web sites. Jefferies does not control this information or these products, services, or Web sites, does not make any representations or warranties, express or implied, regarding them, and shall not be liable for any information or services received from them. Inclusion of any of the foregoing in conjunction with the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Jefferies with respect to any Content Provider or its information, products, services or Web sites.

4)  Indemnification
You agree to indemnify, hold harmless and defend Jefferies, its affiliates, and their collective directors, officers, employees, agents and Content Providers from and against any action, cause, claim, damage, loss, debt, demand or liability, including without limitation reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) your use of the Service; (b) your breach of this Agreement; and (c) any unacceptable use of the Service, including, without limitation, any statement, data or content made, transmitted or republished by you in connection with the Service.  Jefferies reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You shall cooperate as fully as reasonably required in the defense of any such claim.

5)  Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL JEFFERIES, THE CONTENT PROVIDERS OR ANY PERSON THROUGH WHOM JEFFERIES MAKES THE SERVICE AVAILABLE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, OR THE USE OF, OR RELIANCE ON, THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SERVICE, OR ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF JEFFERIES OR ITS CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6)  Subscription Fee
The amount of the annual Subscription Fee for the Service is posted on the subscription form that you complete when you register for access. Payment is required via Stripe when you submit the form. The Subscription Fee will include any applicable taxes relating to the Service. Jefferies reserves the right to change the Subscription Fee for subsequent annual periods. Jefferies will provide you advance notice of any such change via email.

7)  Term and Termination
a)  This Agreement is effective upon your acceptance of this Agreement and payment of the annual Subscription Fee (the “Effective Date”).

b)  Your subscription to the Service will automatically terminate one year from the Effective Date. Jefferies will contact you via email on or before your subscription anniversary to provide you an opportunity to renew your subscription. Your subscription will renew only upon payment of any Subscription Fee due. If you do not renew, your access will be removed within 30 days of your renewal period.

c)  Jefferies reserves the right to alter, suspend, or discontinue the Service at any time for any reason.

8)  Privacy
Jefferies will use and disclose any personal information provided by you in connection with your use of the Service (including but not limited to information provided through e-mail), in accordance with our Privacy Policy posted at https://www.jefferies.com/privacy-policy/

9)  Miscellaneous
a)  Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to principles of conflicts of law, and any litigation arising out of or connected in any way with this Agreement shall take place in a State or Federal court of competent jurisdiction in New York County, State of New York. You agree to jurisdiction and venue in such courts.

b)  To the maximum extent possible, each provision of this Agreement shall be interpreted in such manner as to be valid and enforceable under applicable law. If any one or more of the provisions of this Agreement, for any reason, are held to be invalid, illegal or unenforceable, in whole or in part, under applicable law or regulations, that provision shall be modified so as to be rendered valid and enforceable while implementing, to the maximum extent possible, the original intent of such provision. If modification is not possible or allowed, that provision shall not apply and shall be omitted to the extent it is invalid, illegal or unenforceable; but the remainder of this Agreement shall not be invalidated and shall be given full force and effect insofar as possible within the limits of applicable law.

c)  Entire Agreement. This Agreement shall constitute the entire agreement between you and Jefferies regarding the Service and shall supersede any and all prior negotiations, representations, warranties, undertakings, or agreements, written or oral, between the parties regarding the Service.

d)  Any waiver, either expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions and/or covenants of duties set forth in this Agreement shall not constitute or be construed as a waiver of any subsequent or other default.

e)  The headings used in this Agreement are included merely for convenience of reference and shall not affect the meaning of the language included therein.