This Disclaimer and User License Agreement is a legal agreement between you (either an individual or a single entity) and OFFWALL.COM and WASHSALE.COM for the use, licensing, or purchase of subscription online services and/or software products described below. You must review and accept the terms of this Disclaimer and User License Agreement before installing our software or using our online services. If you reject the terms of this agreement, you DO NOT have the rights to install our software or use our online service products.  By registering as a member to use our online service products or install and use our software products, you acknowledge that you have read all of the terms and conditions of this Disclaimer and User License Agreement, understand them, and agree to be legally bound by them.

In this agreement, "We," "us," and "our" refer to OFFWALL.COM (and its subsidiary WASHSALE.COM).   "You" and "your" refer to the individual or entity that has acquired the software, product, or online service.  "Product" refers to the software and online service products provided by OFWALL.COM (and its subsidiary WASHSALE.COM).  "License" refers to your right to use the software products or online service products under the terms of this Agreement.  The substantive and procedural laws of New York govern this Agreement.  You and OFFWALL.COM and WASHSALE.COM agree to submit to the exclusive jurisdiction of, and venue in, the courts of New York in any dispute relating to this Agreement.

I.  Limitations of Use


You may use our products to maintain all your investment accounts for tax reporting purposes.  Enabling others to use your OFFWALL.COM or WASHSALE.COM Login and Password is strictly prohibited.  It is also prohibited to share access to the service with individuals who do not file their taxes under your taxpayer ID or social security number.  It is also prohibited to duplicate the Service (including, without limitation, user interfaces, screen displays, text or other proprietary information of OFFWALL.COM and WASHSALE.COM or its licensor container at the OFFWALL.COM and WASHSALE.COM website or within the product) by any means including electronic transmission. 


II. Protection of Rights


We retain all copyrights to the products and documentation. Distribution of our online or offline products must contain this disclaimer and user license agreement and copyright information without modification.


III. Ownership of Data


You shall own all of the raw data and information in the form in which you provide it to us. We shall own all of the data and information provided by you in the forms that are created, calculated, processed or compiled by us in connection with your use of our online or offline products.


IV. Links


We may provide links to other World Wide Web sites or resources. We have no control over or responsibility for such sites and resources. You agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, terms and conditions, or other materials on or available from such sites or resources. However, we encourage you to read any applicable terms and conditions or privacy policies at such sites. We provide these links to you only as a convenience.


V. Bulletin Boards


Our sites may include bulletin boards and chat rooms ("Bulletin Boards") which allow feedbacks and real-time interaction between users. We do not control the messages, information or files delivered to Bulletin Boards, unless otherwise noted therein, and we have no obligation to monitor such Bulletin Boards. However, we reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms of Service.


VI. Changes to the User Agreement


As our business changes from time to time, this Disclaimer and User License Agreement is expected to change. We reserve the right to amend the Disclaimer and User License Agreement at any time, for any reason, without notice to you, other than the posting of the amended Disclaimer and User License Agreement at this Site. We may email periodic reminders of its notices and Terms, but you should check the Site frequently to see the current Disclaimer and User License Agreement in effect and any changes that may have been made to it. Your installation or use of our products or services is subject to the Disclaimer and User License Agreement and Privacy Statement in effect at the most recent time of use. The provisions contained herein supersede all previous notices or statements regarding the Terms or use of our products and services.


VII. Warranties


Our products and services are provided as is without warranty of any kind to the maximum extent permitted by applicable law. We further disclaims all warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The entire risk arising out of the use or performance of the product and documentation remains with recipient to the maximum extent permitted by applicable law. In no event shall we be liable for any consequential, incidental, direct, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of this agreement or the use of or inability to use our products or services.


VIII. Indemnity


You agree to indemnify, defend and hold harmless OFFWALL.COM, WASHSALE.COM, its affiliates, officers, directors, employees, consultants and agents from any and all claims, liability, damages and/or costs (including without limitation attorneys' fees and legal costs) arising out of or related to any User Content that you upload or post to the Site, including, but not limited to, any third party claim that the User Content (or any part thereof) you uploaded or posted infringes any copyright, trademark, tradename or patent rights of a third party, defames or invades any right of publicity or privacy, or otherwise infringes any other proprietary right; or otherwise arising out of or related to your use of the Services or your violation of the Terms.


IX. Termination


The limited licenses granted hereby may be terminated by OFFWALL.COM and WASHSALE.COM immediately and without notice if you fail to comply with any term or condition of this Agreement.  Upon termination of this Agreement, all information provided to OFFWALL.COM and WASHSALE.COM concerning your account will be deleted and non-recoverable.