This License governs your use of www.DLOMCalculator.com and www.LongstaffDLOM.com or their services (collectively “Site”), and, unless other terms and conditions expressly govern, any other emails or electronic services from Vianello Forensic Consulting, LLC (“VFC”) that may be made available from time to time, (collectively “Services”). “You” or “your” or similar references refer to the Licensee of the Site. “We,” “us” and “our” or similar terms refer to the Licensor of the Site and Services.
Your use and continued use of the Site confirms your consent to be bound by these Terms of Use. If you do not agree to be bound, then you should not use the Site and should not subscribe. To the extent you have access to, or are using, the Site you are hereby notified that your continued use of the Site is subject to the terms and conditions of this Agreement.
1. Changes to Terms of Use. We may change the terms of this Agreement at any time. The changes will appear in this document, which you can access at any time by going to the Terms of Use at the bottom of each web page. You signify that you are bound by such changes by using the Site or paying for a service of the Site after changes are made to this Agreement.
2. Privacy and Your Account. Registration data and other information about you are subject to our Privacy Policy at the bottom of each web page. If you access the Site or a service using a password, you are solely responsible for the confidentiality of that password. You will incur liability for the normal charges associated with any shared use of your password and, in addition, sharing your password with another person is a violation of this License Agreement and renders this License voidable at our discretion. Please notify us promptly if you change your email address so we can continue to contact you. If you fail to notify us promptly of a change, then any notice we send to your old email address shall be deemed sufficient notice.
3. Fees and Payments. Limited access to the Site is available free of charge. Access to non-public areas of the Site is restricted to paid individual subscribers. Shared use of the Site is prohibited, including “help desk” functions. A “help desk” function involves using the Site to provide, compute, or otherwise determine a discount for lack of marketability (generally, an analysis of the value of closely held or restricted shares or securities) (“DLOM”). Sharing includes providing access to the Site or providing a DLOM obtained from the Site to another person so that the other person can create an analysis or report of any type. Services provided by the Site are defined by the descriptions on the Site and do not include consulting or testimony services that may be provided by VFC or any other consulting party, whether in support of the use of the Site or otherwise, and are subject to separate fees and separate fee agreements. All fees, terms, and conditions may be changed at any time at the sole and exclusive discretion of the Site and VFC. Subscriptions and fees are not refundable except at the option of the Site or VFC.
4. Renewal. Your subscription expires at the end of its term as set forth by the Site. Subscriptions may be renewed by re-subscribing through the Site.
5. Limitations on Use.
a. This is a single-user License. Only one individual operating a single computer may access the Site with a single subscription. You acknowledge that sharing your login credentials with another person is a violation of this License Agreement that can result in being locked out of the VFC DLOM Calculator® and the loss of some or all of your subscription.
b. Certain aspects of this Site and services provided thereby are subject to one or more patents or pending patents in the United States and other countries. Violation of this License may result in patent infringement, thereby exposing the user to litigation and remedies provided by law. The pending patents, text, graphics, images, video, design, organization, compilation, look and feel, advertising and all other protectable intellectual property (the “Content”) available through the Site and is our property or the property of our licensors or advertisers, and is protected by applicable patent, copyright, and other intellectual property laws. Unless you have our written consent, you may not sell, publish, distribute, retransmit or otherwise provide access to the Content to anyone, with the following exceptions:
(i) You may use the Site and documents that are publicly available on the Site to provide, compute or otherwise determine one or more DLOMs for use in financial statements, valuation reports, tax returns, and such other reports, analyses, and applications that may require DLOMs (collectively, “Project”).
(ii) You may use the Site to share one or more DLOMs with associates actively and substantively working with you on the same Project. You may distribute Content and DLOM pursuant to discovery in a court of law in support of your testimony or the testimony of a person whom you are actively and substantively supporting. Otherwise, the direct distribution of Content and or DLOM to another person is prohibited. In addition, the provisions in this paragraph do not constitute consent by us to participate in any court proceeding or the jurisdiction of any court with regard to the Site or the services you use in any Project.
c. You agree not to create abstracts from, scrape, or display headlines from our content for use on another web site or service. You agree not to post any Content from the Site on weblogs, newsgroups, mail lists, or electronic bulletin boards, without our prior written consent.
d. You agree not to use the Site for any unlawful purpose. We reserve the right to terminate or restrict your access if, in our opinion, your use of the Site may violate any laws, regulations or rulings, infringe upon another person’s rights or violate the terms of this Agreement. Also, we may refuse to grant you a user name or password that impersonates someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive.
e. You agree not to make any attempt to circumvent the security or content management systems of the Site or take any action that would distort, change, or alter the content of the Site or the systems, security or operating routines of the Site.
6. Third Party Web Sites, Services and Software. We may link to, or promote, web sites or services from other companies or offer you the ability to download software from other companies. You agree that we are not responsible for, and do not control, those web sites, services and software.
7. Advertising Acceptance, Refund, and Cancellation Policy. The Site reserves the right to reject any advertisement submitted to it. It is the Advertiser’s responsibility to insure the correctness of all advertisements submitted. The Site retains the right to correct spelling and create final ad layout at its sole discretion. Such changes WILL NOT constitute grounds for any refund or credit. If the Advertiser notifies the Site in writing of its intent to cancel its advertisement submittal BEFORE the advertisement has been displayed on www.LongstaffDLOM.com, the Advertiser will be eligible for a refund of the amount actually paid for the advertising placement. NO REFUND will be granted for ANY advertisement that has been displayed on www.LongstaffDLOM.com. In case the published contact information (phone number or e-mail address) was changed by the Site, such change was factually incorrect, and the contact information that was part of the advertisement was useless, the Advertiser will be granted an extended advertising term equal to the period of time during which the advertisement was incorrectly displayed. The Site makes every effort to resolve any and all advertising disputes. In the event that a dispute cannot, in the Site’s opinion, be resolved, the Site may issue a credit or refund to the Advertiser as liquidated damages, which shall be the Advertiser’s sole remedy. Under no circumstances will the Site be responsible for any lost sales, revenues, profits or other consequential damages. If you have questions regarding this refund and cancellation policy, please contact us by email at advertising@LongstaffDLOM.com.
8. DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY. WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not give legal advice or advocate any legal opinion. You should always seek the assistance of a professional for legal advice. NO ATTORNEY CLIENT RELATIONSHIP. We provide this service for general information purposes only. Because the Site provides information that relates to legal topics, we want you to understand that we do not create an attorney client relationship with you when you use this Site or the Services. By using this Site or the Services, you agree that the Content does not constitute legal or other professional advice and no attorney-client or other relationship is created between you and the Site, or any of its personnel or contributors. Do not consider this site to be a substitute for obtaining legal advice from a qualified attorney licensed in your state. The information on the Site may be changed without notice and is not guaranteed to be complete, correct or up-to-date. While we try to revise the Site on a regular basis, they may not reflect the most current legal developments. The opinions expressed at or through the Site are the opinions of the individual author and may not reflect the opinions of the Site. VFC AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (“THE VFC PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THE SITE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE VFC PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. YOU WILL INDEMNIFY, HOLD HARMLESS, AND DEFEND US AGAINST ANY CLAIM AGAINST US FILED BY A THIRD PARTY ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE. IN SUCH CASES, WE RESERVE THE RIGHT TO PURSUE OUR OWN DEFENSE AND CHARGE REASONABLE COSTS OF DEFENSE BACK TO YOU.
Portions of the valuation information contained in the reports acquired from this website are based on transaction data obtained by BIZCOMPS™ from sources considered reliable; but such data is not guaranteed as to accuracy and does not purport to be complete. The owner/licensor of BIZCOMPS™ accepts no responsibility for any use of such information. For more information, please contact BIZCOMPS™. VFC accepts no responsibility for the BIZCOMPS™ or any other transaction data.
9. General. This Agreement and our Privacy Policy contain the final and entire agreement between us regarding your use of the Site and supersedes all previous and contemporaneous oral or written agreements regarding your use of the Site. We may discontinue or change the Site, or its availability to you, at any time. Any accommodation or change in practice by us that is supplemental or even inconsistent with this Agreement will not constitute an amendment of this Agreement or a waiver of any right or obligation in this Agreement. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. No third party is a beneficiary of this Agreement. You agree that this Agreement, as well as any and all claims arising from this Agreement, will be governed by and construed in accordance with the laws of the State of Kansas, United States of America applicable to contracts made entirely within Kansas and wholly performed in Kansas, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in Wyandotte or Johnson County, Kansas. This is not an Agreement for the sale of goods and, in any event, this Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
IRS CIRCULAR 230: ANY U.S. FEDERAL TAX ADVICE CONTAINED IN THIS COMMUNICATION (INCLUDING ANY ATTACHMENTS OR ENCLOSURES) WAS NOT INTENDED OR WRITTEN BY THE AUTHOR TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (1) AVOIDING PENALTIES THAT MAY BE IMPOSED ON A TAXPAYER OR (2) PROMOTING, MARKETING, OR RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR OTHER MATTER ADDRESSED HEREIN.
August 28, 2013