This website (the “Site”), and any tools and/or services offered and/or provided by Cowen Execution Services LLC (“Cowen”) and/or its affiliates through this Site (collectively, the “Services”), are offered to you conditioned upon your acceptance without modification of these Terms of Use. By using this Site or any Services, you agree to these Terms of Use. Please read these Terms of Use carefully. If you do not agree to these Terms of Use, you may not use this Site or any Services offered or provided through this Site.

You should review these Terms of Use each time you use this Site or a Service to make sure you agree to them. Cowen reserves the right to update these terms at any time without notice to you. Please check these terms periodically for changes. Using this Site following the posting of changes to these terms indicates that you accept them as changed.

a. GENERAL USE RESTRICTIONS. All information, documents, products, software, services and other materials (the “Materials”) provided on this Site are the property and copyrighted work of Cowen, its affiliates, or a third party developer, author, manufacturer or vendor (the “Third-Party Provider”). If no restrictions are displayed, you may download, view and copy the information available from this Site for informational purposes only, provided that each copy includes any copyright, trademark or service mark notice or attribution as they appear, on the pages copied. Except as stated above, you may not copy, reproduce, publish, post, transmit, display, store, sublicense, transfer or distribute material or images from this Site without our express written permission or that of our content providers, as applicable (Permission). You may not modify, alter, revise, paraphrase, omit, or change any material or images on or from this Site without Permission. You may not create derivative works, whether based in whole or in part upon the information on this Site or any portion thereof without Permission. You may not modify, amend, reduce the size of or in any way obscure any warning, notice, liability limitation, or other license provision in material or images on or from this Site. Nothing on this Site shall be construed as conferring, by estoppels, implication or otherwise, any license to any intellectual property rights of Cowen, its affiliates or any Third-Party Provider. We reserve the right to prohibit access to anyone whom we determine are violating these Terms of Use, restricting or inhibiting any other user from using or enjoying the Site, or whose conduct we reasonably determine may constitute a criminal offense, give rise to civil liability, including violations of copyright laws, trademark laws, the laws of privacy and publicity, or otherwise violate any applicable local, state, national, or international law.

b. DISCLAIMER. WE AND THE THIRD PARTY PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, RELIABILITY, OR COMPREHENSIVENESS OF CONTENT ON THIS SITE AND ANY SERVICE. THE INFORMATION CONTAINED ON THIS SITE AND ANY SERVICE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO INFORMATION CONTAINED ON THIS SITE AND ANY SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE AND THE CONTENT PROVIDERS CANNOT AND DO NOT GUARANTEE OR WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING FROM THIS SITE AND ANY SERVICE WILL BE FREE FROM INFECTIONS OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE WITH CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU HEREBY AGREE TO RELEASE AND HOLD US HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, EXPENSES OR DAMAGES RELATING TO ANY DISCLAIMED WARRANTY DESCRIBED IN THIS PARAGRAPH.

c. LINKS TO OTHER MATERIALS. This Site provides links to other third party sites. The linked third party sites (including any links provided by the third party sites) are not under the control of Cowen, and Cowen is not responsible for their content. Cowen does not endorse any third party product to which this Site provides a link. If you decide to access any such third party site, you do so at your own risk. Cowen reserves the right to terminate any link or linking program at any time.

d. USE AND ACCESS RESTRICTIONS. This Site is owned and operated in the United States by Cowen. If you choose to access this Site from another country, you do so on your own initiative and are responsible for compliance with local laws.

e. LIMITATION OF LIABILITY. BY ACCESSING THIS SITE OR RECEIVING ANY SERVICES, YOU AGREE TO WAIVE ALL CLAIMS AGAINST US AND ALL THIRD PARTY CONTENT PROVIDERS REGARDING THIS SITE, THE INFORMATION PROVIDED ON THIS SITE AND ANY INFORMATION RECEIVED BY YOU AS A RESULT OF USING THE SERVICES, AND ANY USE BY YOU OF SUCH INFORMATION. YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS SITE OR ITS CONTENTS OR SERVICES BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOOD WILL, BUSINESS INTERRUPTION, USE, DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (1) THE USE OF OR INABILITY TO USE THIS SITE OR ANY SERVICES (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR BY ANYONE TO WHOM YOU COMMUNICATE SUCH INFORMATION, OR FOR ANY ERRORS BY YOU IN COMMUNICATING SUCH INFORMATION; (3) THE COST OF SUBSTITUTE SERVICES; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT, SERVICES, OR DISTRIBUTION OF SERVICES THROUGH THIS SITE. WE SHALL NOT BE LIABLE FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, PROCEDURE, OR SERVICE OBTAINED THROUGH THIS SITE.

OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE OR CLAIM RELATED TO THESE TERMS OF USE, THE SITE, ANY SERVICES, OR THE PRIVACY POLICY IS YOUR CESSATION OF THE USE OF THIS SITE AND ANY AND ALL SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. WE CANNOT AND WILL NOT ASSUME ANY LIABILITY FOR UNAUTHORIZED OR FRAUDULENT USE OF THIS SITE AND ANY SERVICES.

f. Indemnification
YOU AGREE TO INDEMNIFY AND HOLD US AND OUR THIRD PARTY CONTENT PROVIDERS WHICH PROVIDE CONTENT FOR THIS SITE OR THE SERVICES (EITHER THROUGH LINKS OR OTHERWISE), HARMLESS FROM ANY LOSS, INCLUDING REASONABLE ATTORNEYS’ FEES, RELATED TO ANY CLAIM OR MADE BY ANY THIRD PARTY RELATING TO CONTENT YOU SUBMIT, POST TO OR TRANSMIT THROUGH THIS SITE YOUR USE OF THE SITE OR THE SERVICES, YOUR CONNECTION TO THE SITE, YOUR VIOLATION OF THESE TERMS OF USE, OR ANY HARM YOU CAUSE ANOTHER USER.

g. Severability
If a court determines that any Term of Use is illegal or unenforceable, then such term will be eliminated and the remaining Terms of Use will remain in force and effect.

h. Entire Agreement; Jurisdiction and Choice of Law And Forum
These Terms of Use constitute your entire agreement with us regarding this Site and any Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and us with respect to the Site or the Services. This Site and/or the Services may not comply with legal requirements of foreign countries, therefore the Site, its contents, and the Services are intended only for access and use by United States residents and are presented solely as a service to visitors and/or subscribers located in the United States of America and its territories. These Terms of Use are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You expressly and irrevocably agree that exclusive jurisdiction and venue for any claim or dispute with us, our employees, contractors, officers, directors, and content providers or relating in any way to your use of this Site or the Services resides in the state or federal courts in New York City, New York and you further irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought under these Terms of Use. We and you hereby waive the right of trial by jury in any action arising out of or related to the Site, Services or these Terms of Use.