1. ACCEPTANCE OF TERMS

Stracia, LLC provides data, exhibits and a collection of other online resources, including blog posts, essays and articles, charts and exhibits, forums, commentary and various e-mail services (referred to hereafter as “the Service”) subject to the following Terms of Service (“TOS”). By using the Service in any way and/or subscribing to any of Stracia, LLC’s product offerings, you are agreeing to comply with these TOS. In addition, when using particular Stracia, LLC services, you agree to abide by any applicable posted guidelines for all Stracia, LLC services, which may change from time to time. Should you object to any term or condition of these TOS, any guidelines, or any subsequent modifications thereto or become dissatisfied with Stracia, LLC or the Stracia.com Web site in any way, your only recourse is to immediately discontinue use of Stracia, LLC in the Stracia.com Web site.

2. MODIFICATIONS TO THIS AGREEMENT

Stracia, LLC reserves the right, at its sole discretion, to change, modify or otherwise alter these terms and conditions at any time, with such modifications becoming effective immediately upon the posting thereof. You must review this agreement on a regular basis to keep yourself apprised of any changes. For reference, the most recent version of the TOS may be found on this page (http://www.stracia.com/terms/).

3. CONTENT

You understand that all postings, charts and exhibits, messages, text, files, images, photos, video, audio files or sounds, or other materials (“Content”) posted on, transmitted through, or linked to or from the Service, are the sole responsibility of the person(s) or entity(ies) from whom such Content originated. More specifically, you are entirely responsible for each individual item (“Item”) of Content that you post, submit, e-mail, upload, mail or otherwise make available via the Service. You understand that Stracia, LLC does not control, and is not responsible for all of the Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the Stracia.com Web site and Content available through the Service may contain links to other Web sites or information sources that are completely independent of Stracia, LLC. Stracia, LLC makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site or other information source. Your linking to any other Web sites or information sources is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will Stracia, LLC be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, e-mailed, submitted, mailed or otherwise made available via the Service. You acknowledge that Stracia, LLC does not pre-screen or approve all Content, but that Stracia, LLC shall have the right (but not the obligation) to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the TOS or for any other reason, in its sole discretion.

4. INVESTMENT AND INFORMATION DISCLAIMER

Your use of this Web site acknowledges your understanding that this Web site is provided for informational purposes only. The information that Stracia, LLC submits, posts, uploads, or otherwise makes available on his Web site is designed to give a general overview of Stracia, LLC’s research services, not to give specific investment or trading recommendations.

Every effort is made to provide accurate and complete information on this Web site. However, Stracia, LLC cannot guarantee that there will be no errors, thus all information provided on this Web site is provided “as is.” Stracia, LLC does not warrant that the use of this site will be uninterrupted or error-free, or that either the site or the servers, software, networks, or systems that make it available to use are free of viruses, disabling devices or other harmful components.

Neither Stracia, LLC nor its members, managers, employees, representatives, contractors, or suppliers make any warranty, expressed or implied, including the warranties of merchantability and fitness for a particular purpose with respect to documents or information available on this Web site.

Stracia, LLC, its members, managers, employees, representatives, contractors, or suppliers assume no legal liability for the accuracy, completeness, or usefulness of any information, product, or process disclosed herein and do not represent that use of such information, product, or process would not infringe on privately owned rights. Neither Stracia, LLC nor its members, managers, employees, representatives, contractors, or suppliers shall be liable for any indirect, special, consequential, or incidental damages including, without limitation, lost profits or revenues, costs of replacement goods, loss or damage to data arising out of the use or inability to use this site or any product represented here. Neither Stracia, LLC nor its employees, representatives, suppliers, or contractors shall be liable for any indirect, special consequential damages resulting from the use or reliance on the information present, even if Stracia, LLC, its members, managers, employees, representatives, suppliers, or contractors have been advised of the possibility of such damages.

Stracia, LLC may discontinue or make unavailable this Web site and/or service or change the programs or products mentioned on this site at any time without notice.

Links from this Web site to Web sites outside the Stracia, LLC site are provided solely for the convenience of the user. Such links do not constitute an official endorsement or approval of any private-sector Web site, product or service. For links available from this site, Stracia, LLC does not warrant or assume any legal liability or responsibility for the availability, content, accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed.

Disclosure: Stracia, LLC makes no representation as to the completeness or accuracy of information provided at these sites. Nor is Stracia, LLC liable for any direct or indirect technical or system issues or any consequences arising out of your access to or your use of third-party technologies, Web sites, information and programs made available through this site. When you access one of these Web sites, you assume total responsibility and risk for your use of the sites to which you are linking.

Information and opinions on this site provided by third parties have been obtained from sources believed to be reliable, but accuracy and completeness cannot be guaranteed. Such information and opinions are given for informational purposes only and are not a solicitation to buy or sell the securities mentioned. The information is not intended to be used as the primary basis for investment decisions, nor should it be considered as professional advice regarding the evaluation of any specific information, opinion, advice or other content.

Read all prospectuses and carefully consider all investment objectives, risk and associated fees and expenses for each product considered for investment.

While Stracia, LLC has used its best efforts in preparing the works appearing on this Web site, Stracia, LLC makes no representations or warranties with respect to the accuracy or completeness of its contents and specifically disclaims any implied warranties of merchantability or fitness for a particular purpose. The information and opinions presented on this Web site are for general-information use only, are subject to change without notice, and are not intended either as an offer or solicitation with respect to the purchase or sale of any securities, or as personalized investment advice. The advice and strategies contained herein may not be suitable to your situation. You should consult with a professional where appropriate. Stracia, LLC does not assume any liability for any loss that may result from the reliance by any person or entity upon any such information or opinions.

The information presented on this Web site, while not guaranteed, is believed to be accurate as of the date of publication, but Stracia, LLC makes no representations as to its accuracy or completeness. Conditions effecting the performance of securities mentioned on this Web site may change subsequent to the dates of publication or viewing, increasing their riskiness and/or nullifying some or all of the estimates, statistical relationships, conclusions or other information presented on this Web site. Information, opinions and estimates appearing on this Web site and posted or submitted by Stracia, LLC reflect a judgment as of the date such postings or submissions were prepared, and all information appearing on this Web site is subject to change without notice.

None of the Content appearing on this Web site is to be deemed an offer or solicitation on the part of Stracia, LLC with respect to the purchase or sale of any security(ies). The information, tools and material presented on this Web site are provided to you for information purposes only, and are not to be used or considered as an offer to sell or to buy any financial instrument(s), nor to subscribe for any security(ies) or other financial instrument(s).

The strategies, models, studies, and analyses (and parts thereof) discussed on this Web site, and/or in files made available from this Web site, are examples only, and have been included solely for educational purposes. Stracia, LLC does not recommend that you use any such strategy, model, study, or analysis (or any part or parts thereof), as the use of any such strategy, model, study, and analysis does not guarantee that you will make profits, increase profits, or reduce or minimize losses. The purpose of this site is not to engage in rendering any investment or other professional advice. If investment or other professional advice is required, the services of a licensed professional should be sought.

Stracia, LLC did not take any steps to ensure that the securities or investment strategies referred to on this site are suitable for any particular investor. The investments or strategies presented, contained, made available or referred to on this site may not be suitable for you. Do not make any financial decision on the basis of the information, estimates, analyses or conclusions presented on this site. It is recommended that you always discuss any investment decision with qualified financial professionals, including independent investment and tax advisors, before buying or selling any financial instrument. This Web site is in no way intended as a substitute for your own due diligence. Nothing on this site constitutes investment, legal, accounting, or tax advice or a representation that any investment or strategy is suitable or appropriate to your individual circumstances, or otherwise constitutes a personal recommendation to you. Stracia, LLC accepts no liability for loss arising from the use of the material presented on this Web site, which is not to be relied upon in substitution for the exercise of independent judgment, nor in substitution for professional investment and tax advice.

Stracia, LLC may have issued, and may in the future issue, blog postings, submissions, files, exhibits, charts, reports or opinions that are inconsistent with, and reach different conclusions from, the material presented on this Web site. Stracia, LLC is under no obligation to ensure that such other material is brought to the attention of any user or participant of this Web site. Stracia, LLC has no obligation to continue to provide this research, and no such obligation is implied or guaranteed.

Stracia, LLC, or its members, managers, representatives or employees, and/or family members of its members, managers, representatives or employees, may at times hold positions in any of the financial instruments mentioned on this Web site and may purchase or sell these instruments prior to making submissions, posting comments, presenting exhibits or charts, uploading files, or otherwise making information or data available on this Web site. Furthermore, Stracia, LLC, or its members, managers, representatives or employees, and/or family members of its members, managers, representatives or employees may act upon or use the information, conclusions or opinions presented on this Web site before the material is available to any user or participant.

Past performance should not be taken as an indication or guarantee of future performance, and no representation or warranty, expressed or implied, is made regarding future performance. The price, value of and income from any of the securities or financial instruments mentioned or referred to on this Web site can fall as well as rise. The market value of any security may be affected by changes in company-specific, economic, financial, political and geopolitical factors, market conditions, and volatility, and the credit quality of any issuer or reference issuer, in addition to other factors.

Simulated or hypothetical performance results and analyses have certain limitations. Simulations are designed with the benefit of hindsight, and unlike a record of actual performance, simulated results do not represent actual investment or trading decisions. They may under- or over-estimate the impact, if any, of certain market factors, such as liquidity (or the lack thereof). No representation is made that any account will or is likely to achieve profits or losses similar to those discussed on this Web site.

Some of the investments mentioned on this Web site have a high level of volatility, and may experience sudden and large declines in value, causing losses when that investment is realized. Those losses may equal or exceed the amount of initial investment. In such circumstances, the investor may be required to pay additional money to support those losses. Income yields from investments may fluctuate and consequently, the initial capital paid to invest in an income-yielding financial instrument may be used as part of the income yield. Some investments may not be readily resalable and it may be difficult to sell or realize those investments or obtain reliable information about the value, or risks, to which such an investment is exposed. The value of financial instruments is subject to exchange-rate fluctuations and other factors that may have a positive or adverse effect on the price or income of such instruments. Investors in securities such as American Depositary Receipts (ADRs), the values of which are influenced by currency valuations, which can be highly volatile, effectively assume this risk.

Structured securities are complex instruments, typically involve a high degree of risk, and are intended for sale or purchase only to or by sophisticated investors who are capable of understanding and assuming the risks involved. The market value of any structured security may be affected by company-specific, economic, financial, political and geopolitical factors, market conditions, and volatility, and the credit quality of any issuer or reference issuer, as well as changes in spot and forward interest and exchange rates, time-to-maturity, and other factors. Any investor interested in buying or selling a structured product should conduct his or her own investigation and analysis of the product and consult with a financial advisor regarding the risks involved in conducting such a transaction.

This site provides Web sites’ addresses (URLs). Stracia, LLC may not have reviewed these sites and takes no responsibility for the content contained therein. Such addresses are provided solely for convenience and information purposes, and the content of the site does not in any way form part of the Stracia.com Web site. Accessing such Web sites shall be at your own risk.

The information presented on this Web site is not directed to, nor intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any locality, state, country, or other jurisdiction, where such distribution, publication, availability or use would be contrary to law or regulation or which would subject Stracia, LLC to any registration or licensing require-ment within such jurisdiction.

5. THIRD-PARTY CONTENT, SITES, AND SERVICES

The Stracia.com Web site and Content available through the Service may contain features and functionalities that may link you or provide you with access to third-party content that is completely independent of Stracia, LLC, including Web sites, directories, servers, networks, information and databases, applications, software, programs, products, services, or systems, as well as the Internet as a whole.

Your interactions with organizations and/or individuals found on or through the Service, including the purchase or sale of assets or the payment for and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any such third parties. You agree that Stracia, LLC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Stracia, LLC is under no obligation to become involved. In the event that you have a dispute with one or more other participants, you hereby release Stracia, LLC, its members, managers, officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our service. If you are a California resident, you waive California Civil Code Section 1542, stating: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

6. NOTIFICATION OF CLAIMS OF INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual-property rights have been otherwise violated, please notify Stracia, LLC’s agent for notice of claims of copyright or other intellectual-property infringement (“Agent”), at

or:

Please provide our Agent with the following Notice:

a) Identify the material on the Stracia.com Web site that you claim is infringing, with sufficient detail that we may locate it on the site;
b) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
c) A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of said owner;
d) Your address, telephone number, and e-mail address; and
e) Your physical or electronic signature.

Stracia, LLC will remove the infringing posting(s) or other content, subject to the the procedures outlined in the Digital Millenium Copyright Act (DMCA).

7. PRIVACY AND INFORMATION DISCLOSURE

Stracia, LLC has established a Privacy Policy to explain to users and participants how their information is collected and used. The Privacy Policy is located at the following Web address: http://www.stracia.com/privacy/

Your use of the Stracia.com Web site or the Service signifies acknowledgement of and agreement to our Privacy Policy. You further acknowledge and agree that Stracia, LLC may, in its sole discretion, preserve or disclose your Content, as well as your information, such as e-mail addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good-faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; respond to claims that any Content violates the rights of third parties; respond to claims that contact information (e.g. phone number, street address) of a third party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of Stracia, LLC, its users or the general public; or enforce the TOS.

8. CONDUCT

You agree not to post, submit, e-mail, upload or otherwise make available Content that:

Additionally, you agree not to:

8. POSTING AGENTS

A “Posting Agent” is a third-party agent, service, or intermediary that offers to post Content to the Service on behalf of others. To moderate demands on Stracia, LLC’s resources, you may not use a Posting Agent to post Content to the Service without express permission or license from Stracia, LLC. Correspondingly, Posting Agents are not permitted to post Content on behalf of others, to cause Content to be so posted, or otherwise access the Service to facilitate posting Content on behalf of others, except with express permission or license from Stracia, LLC.

9. NO-SPAM POLICY

You understand and agree that sending unsolicited e-mail advertisements to Stracia.com e-mail addresses or through Stracia.com or related computer systems, which is expressly prohibited by these TOS, will use or cause to be used servers located in New York. Any unauthorized use of Stracia.com or related computer systems is a violation of these TOS and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.). Such violations may subject the sender and and the sender’s agents to civil and/or criminal penalties.

10. LIMITATIONS ON SERVICE

You acknowledge that Stracia, LLC may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of postings, submissions, e-mail messages, files, charts or exhibits or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that Stracia, LLC has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that Stracia, LLC reserves the right at any time to modify or discontinue the Service or any part thereof with or without notice, and that Stracia, LLC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

11. ACCESS TO THE SERVICE

Stracia, LLC grants you a limited, revocable, nonexclusive license to access the Service for your own personal use. This license does not include: (a) access to the Service by Posting Agents; or (b) any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data-mining, robots, spiders, or similar data-gathering and data-extraction tools for any purpose unless expressly permitted by Stracia, LLC. A limited exception to (b) is provided to general-purpose Internet search engines such as Google and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our Robots Exclusion Protocols and robots.txt file. “General-purpose Internet search engine” does not include a Web site, search engine or other service that specializes in classified listings (or in any subset of classifieds listings, such as jobs, investing or any other commercial services, for-sale, etc.), or which is in the business of providing classified ad-listing services.

Stracia, LLC permits you to display on your Web site or Weblog (“blog”), or create a hyperlink on your Web site or blog to, individual postings on the Service so long as such use is for noncommercial and/or news-reporting purposes only (e.g., for use in personal blogs or personal online media). If the total number of such postings displayed or linked to on your Web site exceeds one hundred (100) postings, your use will be presumed to be in violation of the TOS, absent express permission granted by Stracia, LLC to do so. You may also create a hyperlink to the home page of Stracia.com so long as the link does not portray Stracia, LLC, its members, managers, employees, or affiliates in a false, misleading, derogatory, or otherwise offensive matter.

Stracia, LLC offers various parts of the Service in RSS format so that users can embed individual feeds into a personal Web site or blog, or view postings through third-party software news aggregators. Stracia, LLC permits you to display, excerpt from, and link to the RSS feeds on your personal Web site or personal blog, provided that (a) your use of the RSS feed is for personal, non-commercial purposes only, (b) each title is correctly linked back to the original post on the Service and redirects the user to the post when the user selects it, (c) you provide, adjacent to the RSS feed, proper attribution to the source as ‘Stracia’, ‘Stracia.com’, or ‘Stracia, LLC’, (d) your use or display does not suggest that Stracia, LLC promotes or endorses any third-party Web sites, products, services, causes or ideas, (e) you do not redistribute the RSS feed, and (f) your use does not overburden Stracia, LLC’s systems, or those of its Web hosting provider(s). Stracia, LLC reserves all rights in the content of the RSS feeds and may terminate any RSS feed at any time, without notice.

Use of the Service beyond the scope of authorized access granted to you by Stracia, LLC immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the the Service or any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain express permission or a license from Stracia, LLC.

12. TERMINATION OF SERVICE

You agree that Stracia, LLC, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your e-mail or IP address, or otherwise terminate your access to or use of the Service or any part thereof, immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if Stracia, LLC believes that you have acted inconsistently with the letter or spirit of the TOS. Further, you agree that Stracia, LLC shall not be liable to you or any third party for any termination of your access to the Service. Further, you agree not to attempt to use the Service after said termination. Sections 2, 4, 6 and 10-15 shall survive termination of the TOS.

13. PROPRIETARY RIGHTS

The Service is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the site or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Stracia, LLC.

You further agree not to reproduce, duplicate or copy Content from the Service without the express written consent of Stracia, LLC, and agree to abide by any and all copyright notices displayed on the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. ‘Stracia’ is a registered mark in the U.S. Patent and Trademark Office.

Although Stracia, LLC does not claim ownership of content that its users post, by posting Content to any public area of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to Stracia, LLC an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. Furthermore, by posting Content to any public area of the Service, you automatically grant Stracia, LLC all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Service by any party for any purpose.

14. DISCLAIMER OF WARRANTIES

YOU AGREE THAT YOUR USE OF THE STRACIA SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE STRACIA SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, STRACIA, LLC DISCLAIMS ANY WARRANTIES FOR THE ACCURACY, RELIABILITY, TIMELINESS, SECURITY, AND PERFORMANCE OF THE STRACIA SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, STRACIA, LLC DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE STRACIA SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, STRACIA, LLC DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SITE OR THE SERVICE. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

15. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL STRACIA, LLC BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF STRACIA, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE STRACIA.COM SITE OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE STRACIA.COM SITE OR THE SERVICE, FROM INABILITY TO USE THE STRACIA.COM SITE OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE STRACIA.COM SITE OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE STRACIA.COM SITE OR THE SERVICE OR ANY LINKS ON THE STRACIA.COM SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE STRACIA.COM SITE OR THE SERVICE OR ANY LINKS ON THE STRACIA.COM SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.

16. INDEMNITY

You agree to indemnify and hold Stracia, LLC, its members, managers, officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of the TOS, your breach of any of the representations and warranties herein, or your violation of any rights of another.

17. GENERAL INFORMATION

The TOS constitute the entire agreement between you and Stracia, LLC and govern your use of the Service, superceding any prior agreements between you and Stracia, LLC. The TOS and the relationship between you and Stracia, LLC shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Stracia, LLC agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York in the state of New York. The failure of Stracia, LLC to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

18. VIOLATION OF TERMS AND LIQUIDATED DAMAGES

Please report any violations of the TOS by e-mailing:

The failure of Stracia, LLC to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

You understand and agree that, because damages are often difficult to quantify, if it becomes necessary for Stracia, LLC to pursue legal action to enforce these Terms, you will be liable to pay Stracia, LLC the following amounts as liquidated damages, which you accept as reasonable estimates of Stracia, LLC’s damages for the specified breaches of these Terms:

a. If you post a message that (1) impersonates any person or entity; (2) falsely states or otherwise misrepresents your affiliation with a person or entity; or (3) that includes personal or identifying information about another person without that person’s explicit consent, you agree to pay Stracia, LLC one thousand U.S. dollars (US$1,000) for each such message, submission, or e-mail. This provision does not apply to Content that constitutes lawful non-deceptive parody of public figures.

b. If Stracia, LLC establishes limits on the frequency with which you may access the Service, or terminates your access to or use of the Service, you agree to pay Stracia, LLC one hundred U.S. dollars (US$100) for each message, submission, or e-mail posted in excess of such limits or for each day on which you access Stracia.com in excess of such limits, whichever is higher.

c. If you send unsolicited e-mail advertisements to Stracia, LLC e-mail addresses or through Stracia, LLC computer systems, or those of its Web hosting provider, you agree to pay Stracia, LLC twenty five U.S. dollars (US$25) for each such e-mail.

d. If you post Content in violation of the TOS, other than as described above, you agree to pay Stracia, LLC one hundred U.S. dollars (US$100) for each Item of Content posted. Stracia, LLC may, in its sole discretion, elect to issue a warning before assessing damages.

e. If you are a Posting Agent that uses the Service in violation of the TOS, in addition to any liquidated damages under clause (d), you agree to pay Stracia, LLC one hundred U.S. dollars (US$100) for each and every Item that you post in violation of the TOS. A Posting Agent will also be deemed an agent of the party engaging the Posting Agent to access the Service (the “Principal”), and the Principal (by engaging the Posting Agent in violation of the TOS) agrees to pay Stracia, LLC an additional one hundred U.S. dollars (US$100) for each Item posted by the Posting Agent on behalf of the Principal in violation of the TOS.

f. If you aggregate, display, copy, duplicate, reproduce, or otherwise exploit for any purpose any Content (except your own Content) in violation of these TOS without Stracia, LLC’s express written permission, you agree to pay Stracia, LLC three thousand U.S. dollars (US$3,000) per day for each day on which you engage in such conduct.

Otherwise, you agree to pay Stracia, LLC’s actual damages, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of these Terms, Stracia, LLC retains the right to seek the remedy of specific performance of any term contained in these Terms, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms, or any combination thereof.