2012 Commentaries

Subscription Terms

IMPORTANT – PLEASE READ CAREFULLY. THIS USER AGREEMENT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS WITH REGARD TO YOUR USE OF DAVID ZERVOS’ MARKET COMMENTARY.

YOUR USE OF THE MARKET COMMENTARY AND ANY OF ITS CONTENTS MADE AVAILABLE TO YOU HERENUNDER (TOGETHER THE “SERVICE”) IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT (“AGREEMENT”) TOGETHER WITH THE DISCLOSURE FOUND

AT: http://www.jefferies.com/Disclaimers/Pages/970 BY SUBSCRIBING TO THE SERVICE, USING THE SERVICE IN ANY WAY, OR ACCEPTING ANY RELATED SERVICES FROM JEFFERIES, YOU AGREE THAT YOU:  1. HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE DISCLOSURES; (2) HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO IT; AND (3) ARE BOUND BY ALL OF ITS TERMS AND CONDITIONS.

BY CLICKING ON THE “ACCEPT” BUTTON, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLOSE THIS WEBLINK.

Jefferies Investment Advisers, LLC (“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 investment research or a research report prepared by a research analyst. Any views portrayed in this material may differ from those of the research department of any affiliate of Jefferies. This material 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)  Servicea)  Unless otherwise agreed to by Jefferies, the Service, including any attachments, are for the sole personal, noncommercial use of the intended individual recipient only. YOU MAY NOT COPY, FORWARD, DISCLOSE, SELL, PUBLISH, CIRCULATE OR OTHERWISE USE THE SERVICE IN WHOLE OR PART WITHOUT PRIOR WRITTEN CONSENT FROM JEFFERIES.

b)  The Service (including, without limitation, all information contained in or associated with it) is 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 the individual sender, except where such views or opinions are expressly attributed to Jefferies or a named individual. Market views and opinions are current opinions only; Jefferies and the individual sender accept no responsibility to update such views and opinions or to notify the recipient when they have changed.

d)  The Service may contain information obtained from third parties (“Content Providers”). Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related Content Provider.

2)  Access and Availability of Servicea)  You are solely responsible for providing, maintaining and ensuring compatibility of all hardware, software, electrical and other physical requirements for your use of the Service, including maintaining a valid email address along with any telecommunications and internet access connections, web browsers or other equipment, programs and services required to access and use the Service.

b)  Jefferies does not guarantee availability to the Service will be uninterrupted. 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 responsible for any and all acts and omissions that occur with regard to your subscription to and use of the Service.

3)  Representations and Warrantiesa)  You represent and warrant that: (a) you have the power and authority to enter into and perform your obligations under this Agreement; (b) all information provided by you to Jefferies is truthful, accurate and complete; (c) you shall comply with all terms and conditions of this Agreement; (d) you have provided and will provide accurate and complete registration information and (e) you acknowledge and agree that use of the Service is at your sole risk.

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 information, products, and services provided by Content Providers and links to Web sites made available from such Content Providers. Jefferies does not control this information or these products, services, or Web sites; Jefferies does not make any representations or warranties, express or implied, regarding this information or these products, services, or Web sites; and Jefferies 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, any Content Provider’s website or its content, or any information, products, or services provided by a Content Provider.

4)  Indemnificationa)  You agree to indemnify, hold harmless and defend Jefferies, its affiliates, its shareholder, directors, officers, employees, agents and Content Providers from and against any action, cause, claim, damage, debt, demand or liability, including 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. You shall cooperate as fully as reasonably required in the defense of any such claim.  Jefferies reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

5)  Limitation of Liabilitya)  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, EXCEPT TO THE EXTENT OTHERWISE EXPLICITY MANDATED BY APPLICABLE LAW.

6)  Subscription Feea)  Jefferies reserves the right at any time to charge an annual Subscription Fee for the Service.

b)  If Jefferies charges a Subscription Fee, you will be notified via email of the amount of any such Fee, the due date for payment and the terms for making payments. The Subscription Fee will include any applicable taxes relating to the Services.

c)  Jefferies expressly reserves the right to change the Subscription Fee for subsequent annual subscriptions. Jefferies will provide advance notice of any such change via email.

7)  Term and Terminationa)  This Agreement is effective upon your acceptance of these Terms of Use and, if applicable, payment of the annual Subscription Fee (the “Effective Date”).

b)  A Subscription Fee is charged, 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.

c)  If no Subscription Fee is charged, your subscription to the Service will automatically renew. If you would like to cancel your subscription, please notify Jefferies at [email protected].

d)  Jefferies reserves the right to discontinue or terminate the Service at any time.

8)  Privacya)  Jefferies shall have the right to use and disclose any information provided by you through the Service (including but not limited to information provided through e-mail) or made available through your use of the Service, for any lawful purpose. Please see our Privacy Policy for further details at http://www.jefferies.com/FooterPages/2w/196.

9)  Miscellaneousa)  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.

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.