• change the terms and conditions of this agreement;
• change the site, including eliminating or discontinuing any content or feature of the site; or
• change any fees or charges for using the site.

any changes we make will be effective immediately upon notice, which we may provide by means including, but not limited to, posting on the site or email. your use of the site after such notice will be deemed acceptance of the changes. be sure to review this agreement periodically to ensure familiarity with the most current version.


registration.
to become a member you must register with us. when and if you register to become a member, you agree to provide accurate, current and complete information about yourself, and to maintain and update your information to keep it accurate, current and complete. you agree that we may rely on your registration data as accurate, current and complete. you acknowledge that if your registration data is untrue, inaccurate, not current or incomplete in any respect, we reserve the right to terminate this agreement and your use of the site.

either you or Ludlow Capital may terminate your membership at any time, for any reason, effective upon sending written notice to the other party. all membership fees paid are non-refundable. we reserve the right to immediately suspend or terminate your access to the service, without notice, upon any breach of this agreement by you which is brought to our attention.

your membership in the service is for your sole, personal use. you may not authorize others to use your membership, and you may not assign or otherwise transfer your account to any other person or entity.

username and password.
as part of the registration process, you will be asked to select a username, password and member id. we may refuse to grant any username or member id that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as we determine at our sole discretion. you are responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the site to any third party. you are solely responsible for maintaining the confidentiality of your username and password and for any and all activities that are conducted on your account.


online conduct.
as a member, you agree that:

• you are solely responsible for the content or information you publish or display (hereinafter, "post") on the site, or transmit to other members.
• you will not post on the site, or transmit to other members or employees, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, religiously offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). please notify us by sending an email to info@ludlowcapital.com of any material contained in the site that you believe infringes these rules.
• you will not impersonate any person or entity.
• you will not "stalk" or otherwise harass any person.
• you will not engage in advertising to, or solicitation of, other members to buy or sell any products or services through the service. you will not transmit any chain letters, spam or junk email to other members.
• you will not express or imply that any statements you make are endorsed by us, without our specific prior written consent.
• you will not harvest or collect personal information about other members whether or not for commercial purposes, without their express consent.
• you will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the site or its contents.
• you will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
• you will not remove any copyright, trademark or other proprietary rights notices contained in the site.
• you will not interfere with or disrupt the services or the site or the servers or networks connected to the services or the site.
• you will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• you will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the service.
• you will not "frame" or "mirror" any part of the site, without our prior written authorization. you also shall not use metatags or code or other devices containing any reference to Ludlow Capital or the service or the site in order to direct any person to any other web site for any purpose.
• you will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the site or any software used on or for the site or cause others to do so.
• you are solely responsible for your interactions with other members. Ludlow Capital reserves the right, but has no obligation, to monitor disputes between you and other members.
  

indemnity by member.
you agree to indemnify, defend and hold us, our officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, liabilities, costs (including reasonable attorneys' fees) or other expenses that arise directly or indirectly out of or from:

1. your breach of this agreement;
2. any allegation that any materials that you submit to us or transmit to the site infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or
3. your activities in connection with the site. this indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

online content:
the site may contain links to other internet web sites or resources. we neither control nor endorse such other web sites, nor have we reviewed any content that appears on such other web sites. you acknowledge and agree that we shall not be held responsible for the legality, accuracy or inappropriate nature of any content, advertising, products, services or information located on or through any other web sites or for the operation or policies of any such websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such websites or such content or other information.

warning!!please read:
it is possible that other members or users (including unauthorized users, or "hackers") may post or transmit offensive or obscene materials on the service and that you may be involuntarily exposed to such offensive and obscene materials. it also is possible for others to obtain personal information about you due to your use of the service, and that the recipient may use such information to harass or injure you. Ludlow Capital is not responsible for the use of any personal information that you may choose to disclose on the service. please carefully select the type of information that you post on the site or release to others.

Ludlow Capital reserves the right, but has no obligation, to monitor the materials posted in any area of the service. Ludlow Capital shall have the right but not the obligation to remove any such material that violates, or is alleged to violate, the law or this agreement. notwithstanding this right of Ludlow Capital, you remain solely responsible for the content of the materials you post in any area of the site and your private email messages. emails sent between you and other members that are not readily accessible to the general public will be treated as private by Ludlow Capital to the extent required by applicable law and pursuant to the commercially reasonable efforts of Ludlow Capital.

proprietary rights.
  Ludlow Capital owns and retains other proprietary rights in the services and the site. the services and the site contain the copyrighted material, trademarks and other proprietary information and software of Ludlow Capital and its licensors. in addition, other members may post copyrighted information, which has copyright protection whether or not it is identified as copyrighted. except for that information which is in the public domain or for which you have been given permission, you will not copy, modify, publish, transmit, distribute, perform, display or sell any such proprietary information.

by posting information or content to any area of Ludlow Capital, you automatically grant, and you represent and warrant that you have the right to grant, to Ludlow Capital and other members an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, perform, display and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.

information supplied by member.
we will respect your personal information and undertake to comply with all applicable data protection legislation in the u.s.a. and other jurisdictions in which we offer the service, subject to the privacy policy of Ludlow Capital.

disclaimer of warranty.
Ludlow Capital provides the service and the site on an "as is" basis and grants no warranties of any kind, express, implied or statutory, in any communication with Ludlow Capital or its representatives, or otherwise with respect to the service or the site. Ludlow Capital specifically disclaims any implied warranties of merchantability, fitness for a particular purpose or noninfringement. Ludlow Capital does not warrant that your use of the service or the site will be secure, uninterrupted, always available or error-free, or will meet your requirements, or that any defects in the service or the site will be corrected. Ludlow Capital disclaims liability for, and no warranty is made with respect to, telephone or other service, including coverage, range, or any interruption in telephone or other service.

limitation of liability. in no event will Ludlow Capital be liable

1. to you for any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of data, loss of programs, cost of procurement of substitute services or service interruptions) arising out of the use of or inability to use the service or the site, even if Ludlow Capital or its agents or representatives know or have been advised of the possibility of such damages, or
   
2. to any person other than you. notwithstanding any contrary provision herein but subject to the foregoing limitation on liability, in all events Ludlow Capital's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to Ludlow Capital for the service during the term of membership.
   

in addition, Ludlow Capital disclaims all liability, regardless of the form of action, for the acts or omissions of other members or users (including unauthorized users, or "hackers") of the service.

certain jurisdictions limit the applicability of warranty disclaimers and limitations of liability so the above disclaimers of warranty and limitations of liability may not apply to you.


copyright policy.
we respect the intellectual property of others, and we ask our members to do the same. if you believe that a copy of your work is available on the site without your consent or that a copyright infringement has otherwise occurred, please supply us with the following information:

• a description of the copyrighted work that you claim has been infringed;
• details of where the infringing material is located on the site;
• your address, telephone number and email address;
• a statement by you that you believe in good faith that the use of the work on the site is not authorized by the copyright owner or any person entitled to act on their behalf or by law; and
• an affidavit executed by you that the information you provide concerning the copyright infringed is accurate and that you are the copyright owner authorized to act on their behalf.

please deliver this information to: Ludlow Capital

complaints.
to resolve a complaint regarding the service or the site, you should contact Ludlow Capital customer support at info@ludlowcapital.com

trademark notices.
Ludlow Capital is the trademark of www.ludlowcapital.com. all other trademarks, logos, service marks, company or product names set forth in this website are the property of their respective owners.

general provisions.
this agreement with you, set out in these member terms and conditions, is governed by us law and you and we submit to the non-exclusive jurisdiction of the us courts in the event of any dispute regarding these terms or the service or the site or any matter related thereto. this agreement shall not be governed by the united nations convention on contracts for the international sale of goods, the application of which is hereby expressly excluded.

this agreement, accepted by you upon registering for the service, contains the entire agreement between you and Ludlow Capital regarding the service and the site, including the Ludlow Capital privacy policy. in the event of any conflict between the privacy policy and this agreement, this agreement shall control. unless otherwise explicitly stated, the terms will survive termination of your membership to the service. this agreement shall terminate immediately and without notice if you breach any of the terms, subject to the survival of all rights and reservations of Ludlow Capital. if any provision of this agreement is held invalid, the remainder of this agreement shall continue in full force and effect.

the member certifies that the member has read and agrees to be bound by these Ludlow Capital member terms and conditions.