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to provide advertising, news and public relations services on their
behalf. Scherf receives compensation from the companies in the form of
cash and/or securities in the companies.
- Scherf is neither an investment adviser
nor a broker-dealer. The information presented on the scherf.com/marsari.com
website is provided for informational purposes only and is not to be
treated as advice or a recommendation to make any specific investment.
None of the information provided through this website constitutes advice
or a recommendation. Please consult with an independent investment
adviser or other financial adviser or financial professional before
making an investment decision.
- The opinions and analyses included in
this website are based on factual information obtained from public
filings and other sources deemed to be reliable and are provided “as is”
in good faith. Scherf makes no representation or warranty, expressed,
implied, or statutory, is made as to the accuracy or completeness of
such information, which may be subject to change without notice.
- Scherf and its owners, members,
officers, directors and affiliates may own, or may buy and sell,
securities of companies profiled on the scherf.com/marsari.com website
at any time before, during, or after distribution of information on the
companies by Scherf.
Safe Harbor Statement
This website includes forward-looking
statements pertaining to future anticipated plans, performance and
development of the companies on whose behalf we disseminate information.
Any statements on this website that are not statements of historical fact
should be considered forward-looking statements. These forward-looking
statements generally can be identified by phrases such as “believes,”
“expects,” “anticipates,” “foresees,” “forecasts,” “estimates,” “intends,”
or other words or phrases of similar import. Similarly, statements in this
website that describe a company’s business strategy, outlook, objectives,
plans, intentions or goals also are forward-looking statements. All such
forward–looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those in such
forward-looking statements.
Terms of Use
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Further, you are representing affirmatively that you have read and
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discretion, to change, modify, add or delete portions of these Statements
& Policies at any time. The scherf.com/marsari.com website may contain
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Extended Terms of
Use & Privacy Policy
Scherf “Special Feature” Disclaimer
Scherf is not a registered investment
advisor or broker-dealer. The information contained on this site is not,
is not intended to be, and shall not constitute, an offer to sell nor the
solicitation of any offer to buy any security. The information presented
on this site is provided for informational purposes only and is not to be
treated as advice to make any specific investment or for use in any
investment decision. Please consult with an independent investment advisor
before making an investment decision. Neither Scherf nor its officers,
directors, partners, consultants nor anyone involved in this site is a
registered investment adviser or broker-dealer or associated person of an
investment adviser or broker-dealer and none of the foregoing make any
recommendation that the purchase or sale of securities of any company
profiled on this site is suitable or advisable for any person or that an
investment or transaction in such securities will be profitable. Past
performance of profiled securities is not indicative of future results.
Companies profiled on this site may lack an active trading market for
their securities and investing in securities that lack an active trading
market or trade on certain media, platforms and markets are deemed highly
speculative and carry a high degree of risk. Anyone investing in such
companies should be able financially and prepared to bear the risk of loss
and actual loss of his or her entire investment.
Email and Instant Message Policy
Information Regarding Securities and Market
Data. Scherf does not guarantee any information regarding securities
issues and market data contained in an email to or from its contractors,
agents, or affiliates.
Email and Instant Message (IM) Security. Scherf is not responsible for any
damages resulting from a third party intercepting or otherwise obtaining
an email, or the information contained within an email, sent to or from
Scherf, its contractors, agents, or affiliates. For your protection, do
not include account numbers, social security numbers, credit card numbers,
passwords or any other non-public information in your email or IM.
Monitoring and Confidentiality of Email and Instant Messaging (IM). Scherf
may monitor email and IM communications addressed to the firm and any of
its contractors. Scherf reserves the right to monitor such communications
and does not guarantee the confidentiality of any transmission.
Compensation Disclosure
The scherf.com/marsari.com website provides
readers with information regarding publicly traded companies that may have
retained Scherf to provide advertising branding, marketing, news
syndication and public relations services on their behalf. Scherf receives
compensation from the companies in the form of cash and/or securities in
the companies. Such compensation, especially compensation in the form of
securities, may create an actual or potential conflict of interest. In
addition, to the extent that parties, including the companies discussed,
investors or others, further disseminate content or other statements
provided by Scherf, such parties operate outside of Scherf’s control and
such further dissemination is without the permission and authority of
Scherf. Such further dissemination may not be accompanied by appropriate
disclaimers or other disclosures, and Scherf assumes no responsibility for
and expressly disclaims responsibility for any such statements, omissions
or dissemination.
Because Scherf receives compensation for disseminating information, we may
have a conflict of interest in terms of disseminating negative information
about the companies that retain us. Readers should consider this in
reaching their independent decision as to how to use the information
contained in and on the scherf.com/marsari.com website.
It is the practice of Scherf to sell all securities received as
compensation upon the expiration of the applicable holding period as set
forth generally in Rule 144 under the Securities Act of 1933 (Rule 144),
notwithstanding the fact that Scherf may be advertising or distributing
materials on such securities and their issuers at the time of the sale of
such securities. More generally, Scherf may sell any securities that it
holds at any time that it legally may do so, as it deems appropriate.
In addition, writers and editors who provide or review content contained
on the scherf.com/marsari.com website may buy, sell or maintain positions
in securities of the companies discussed on the scherf.com/marsari.com
website. Such trading, which necessarily reflects an individual’s personal
resources and financial condition, may be inconsistent with statements on
the scherf.com/marsari.com website. Scherf assumes no responsibility for
and expressly disclaims responsibility for any statements or omissions
about compensation to all writers and editors who provide or review
content.
Disclaimer
Neither Scherf nor its owners, members,
officers, directors, partners, consultants, nor anyone involved in the
publication of this website, is a registered investment adviser or
broker-dealer or associated person with a registered investment adviser or
broker-dealer and none of the foregoing make any recommendation that the
purchase or sale of securities of any company profiled on the scherf.com/marsari.com
website is suitable or advisable for any person or that an investment or
transaction in such securities will be profitable. The information
contained in and on the scherf.com/marsari.com website is not intended to
be, and shall not constitute, an offer to sell nor the solicitation of any
offer to buy any security. The information presented in/on the scherf.com/marsari.com
website is provided for informational purposes only and is not to be
treated as advice or a recommendation to make any specific investment.
Please consult with an independent investment adviser and qualified
investment professional before making an investment decision.
The opinions and analysis included in this
website are based on factual information obtained from public filings and
other sources deemed to be reliable and are provided “as is” in good
faith. Scherf makes no representation or warranty, expressed, implied, or
statutory, as to the accuracy or completeness of such information, which
may be subject to change without notice. Scherf shall not be liable for
any errors or any actions taken in reliance thereon. Statements of opinion
and belief are those of the authors and/or editors who contribute to this
website, and are based solely upon the information possessed by such
authors and/or editors. No inference should be drawn that Scherf or such
authors or editors have any special or greater knowledge about the
companies profiled or any particular expertise in the industries or
markets in which the profiled companies operate and compete.
Factual information on this website is
obtained from public filings and other sources deemed to be reliable;
however, Scherf takes no responsibility for verifying the accuracy of such
information and makes no representation that such information is accurate
or complete. Certain statements included in this website may be
forward-looking statements based on current expectations. Scherf makes no
representation and provides no assurance or guaranty that such
forward-looking statements will prove to be accurate. Persons using the
scherf.com/marsari.com website are urged to consult with independent
financial advisers with respect to an investment in any company profiled
herein. Additionally, persons using this website expressly represent that
the content in/on this website is not and will not be a consideration in
such persons’ investment decisions. Investors should verify independently
information provided in/on the scherf.com/marsari.com website by
completing their own due diligence on any company in which they are
contemplating an investment and review a complete information package on
that company, which should include, but not be limited to, the company’s
annual reports, quarterly reports, press releases, and regulatory filings,
which are available at no cost at the SEC’s website or directly from the
issuer.
Past performance of profiled securities is
not indicative of future results. Companies profiled on this site may lack
an active trading market for their securities and investing in securities
that lack an active trading market or trade on certain media, platforms
and markets are deemed highly speculative and carry a high degree of risk.
Anyone investing in such companies should be able financially and prepared
to bear the risk of loss and actual loss of his or her entire investment.
The information on this website is not designed to be used as a basis for
an investment decision. Instead, the purpose of this website is to enable
issuers to establish visibility and become known or better known. Persons
using the scherf.com/marsari.com website should confirm to their own
satisfaction the veracity of any information prior to entering into any
investment. The decision to buy or sell any security of a company that may
be featured by Scherf is done purely and entirely at the reader’s own
risk. As a reader and user of this website, you agree that under no
circumstances will you seek to hold liable Scherf’s owners, members,
officers, directors, partners, consultants or other persons involved in
the publication of this website for any losses incurred by the use of
information contained in this website.
Scherf and its owners, members, officers,
directors, contractors and affiliates may own, or may buy and sell,
securities of companies profiled in this website at any time before,
during, or after distribution of information on the companies by Scherf.
Scherf and its contractors and affiliates may profit in the event the
shares of the companies increase or decrease in value. Such securities may
be bought or sold from time to time, even after Scherf has distributed
positive information regarding the companies. Scherf does not guarantee
that it will purchase the securities of profiled companies. Scherf does
not request from and does not require that Scherf’s independent contractor
writers and editors provide information to Scherf about their trading
activities, including trading activities about which they may have written
about. Scherf has no obligation to inform readers of its trading
activities or the trading activities of any of its owners, members,
officers, directors, contractors and affiliates and/or any companies
affiliated with Scherf’s owners, members, officers, directors, contractors
and affiliates. Scherf and affiliates may from time to time enter into
agreements to purchase securities of publicly traded companies to provide
financing to these companies.
Risk Warnings
The content published on this website is
intended for and only to be used for reference purposes and is neither an
offer nor a solicitation to purchase or sell any security or instrument or
to participate in any particular trading strategy. None of the information
provided through this website constitutes advice or a recommendation that
any investment or trading strategy is suitable for any person. Further,
users of this website agree that they are not using any content of this
website in or in connection with an investment decision. Persons should
consult with their financial advisers before making any investment
decisions.
THERE CAN BE NO ASSURANCE THAT THE CONTENT
PUBLISHED ON THIS SITE IS ACCURATE OR WITHOUT ERROR. ANY PERSON WHO MAKES
USE OF SUCH CONTENT EXPRESSLY ASSUMES ALL RISKS FROM USING THE CONTENT. In
particular, NNW does not guarantee it reviews, and is not responsible for
confirming, the accuracy of issuer documents and information submitted for
inclusion on this site. The issuer and its management are primarily
responsible for the accuracy of any information regarding the issuer
provided on this site. The issuers are the publishers of all information
provided by the issuers available on this site. INVESTORS ARE STRONGLY
ADVISED TO CONFIRM THE ACCURACY OF ANY INFORMATION OBTAINED FROM THIS SITE
PRIOR TO MAKING ANY INVESTMENT DECISION.
OTC Risk Warnings
Because many securities traded
Over-The-Counter (OTC) are relatively illiquid, or “thinly traded,” which
tends to increase volatility in market prices, an investment in an OTC
security involves a high degree of risk. These speculative and illiquid
securities are often difficult for investors to buy or sell without
significantly affecting the quoted price. It should be noted that the
liquidation of a position in an OTC security may not even be possible
within a reasonable period of time.
Dependable information regarding issuers of OTC securities, their
prospects, or the risks associated with the business of any particular
issuer or an investment in the issuer’s securities may not be available.
For this reason, it may be difficult to properly value an investment in an
OTC security or accurately determine the risks involved with investing in
such a security. For more information about investing in microcap
securities, please read the content on the SEC’s website, including the
SEC’s investor publication titled “Microcap Stock: A Guide for Investors”.
Issuers of OTC securities quoted on the OTC Link system are not required
to provide any kind of information to investors. While many issuers
register OTC securities with the Securities and Exchange Commission (SEC)
and regularly provide reports to investors in connection with such
registration, they are not required to continue such registration or
regularly provide such reports because their securities are quoted on OTC
Link. Securities may continue to be quoted on the OTC Link system if
issuers are delinquent in their reporting obligation to the SEC or other
federal or state regulatory agencies. Quotation of a security on the OTC
Link system or the Yellow Sheets does not in itself create any ongoing
filing or reporting obligations with the SEC for any issuer. In fact,
issuers may not even be aware that their securities are quoted on the OTC
Link system.
Third-Party Content
The scherf.com/marsari.com website may
contain Third-Party Content articles and other content submitted by third
parties. All opinions, statements and representations expressed by such
third parties are theirs alone and do not express or represent the views
and opinions of Scherf or its affiliates and owners. Content created by
third parties is the sole responsibility of such third parties, and Scherf
does not endorse, guarantee or make representations concerning the
accuracy and completeness of all or any third-party content. You
acknowledge that by Scherf providing you with this internet portal that
makes accessible to you the ability to view third-party content through
the scherf.com/marsari.com site, Scherf does not undertake any obligation
to you as a reader of such content or assume any liability relating to
such third-party content. Scherf expressly disclaims liability relating to
such third-party content. Scherf and its members, affiliates, successors,
assigns, officers, directors, and partners assume no responsibility or
liability that may arise from the third-party content, including, but not
limited to, responsibility or liability for claims for defamation, libel,
slander, infringement, invasion of privacy and publicity rights, fraud, or
misrepresentation, or an private right of action under the federal
securities laws of the United States or common law. Notwithstanding the
foregoing, Scherf reserves the right to remove third-party content at any
time in its sole discretion. By viewing this third-party content, you
acknowledge that you have viewed, read fully, accepted and agreed to all
terms of the Disclaimer at scherf.com/disclosure.htm.
The disclaimers on the scherf.com/marsari.com website are applicable to
all content provided by Scherf, wherever published or re-published.
Client Indemnification
Recognizing that transactions of the type
contemplated in an engagement sometimes result in litigation and that the
role of Scherf is as a public relations advisory and to offer a
communications portal, the company or person who has read the content
in/on the scherf.com/marsari.com website agrees to advance costs and fees
to, and indemnify and hold harmless Scherf and its members and affiliates
and their irrespective members, officers, directors, agents and
controlling persons within the meaning of Section 15 of the Securities Act
of 1933, as amended and Section 20(a) of the Securities Exchange Act
(“Indemnified Parties”) and against any and all loss, charge, claim,
damage, expense and liability whatsoever, including, but not limited to,
all attorneys’ fees and expenses (hereinafter a “Claim” or “Claims”),
related to or arising in any manner out of, based upon, or in connection
with (i) any untrue statement or alleged untrue statement of a material
fact made by the Company or any omission or alleged omission of the
Company to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or (ii) any
transaction, proposal or any other matter (items (i) and (ii) being
hereinafter referred to as a “Matter” or “Matters”) contemplated by the
engagement of Scherf hereunder, and will promptly advance fees to the
Indemnified Parties and reimburse the Indemnified Parties for all expenses
(including all fees and expenses of legal counsel incurred by Scherf and
the Indemnified Parties) as incurred in connection with the investigation
of, preparation for or defense of any pending or threatened Claim related
to or arising in any manner out of any Matter contemplated by the
engagement of Scherf hereunder, or any action or proceeding arising
therefrom (collectively, “Proceedings”), regardless of whether such
Indemnified Party is a formal party to any such Proceeding.
Notwithstanding the foregoing, the Company shall not be liable in respect
of any Claims that a court of competent jurisdiction has judicially
determined by final judgment (and the time to appeal has expired or the
last right of appeal has been denied) which resulted solely or in part
from the gross negligence or willful misconduct of an Indemnified Party or
the violation of any securities laws or regulations by an Indemnified
Party. The reader/user of the scherf.com/marsari.com website further
agrees that it will not, without the prior written consent of Scherf
settle compromise or consent to the entry of any judgment in any pending
or threatened proceeding in respect of which Scherf and any Indemnified
Party may seek indemnification hereunder (regardless of whether Scherf or
any Indemnified Party is an actual or potential party to such Proceeding),
unless such settlement, compromise or consent includes an unconditional
release of Scherf and each other Indemnified Party hereunder from all
liability arising out of such proceeding.
In order to provide for just and equitable
contribution in any case in which (i) an Indemnified Party is entitled to
indemnification pursuant to an Engagement Agreement but it is judicially
determined by the entry of a final judgment decree by a court of competent
jurisdiction and the time to appeal has expired or the last right of
appeal has been denied) that such indemnification may not be enforced in
such case, or (ii) contribution may be required by the Company in
circumstances for which an Indemnified party is otherwise entitled to
indemnification under the Agreement, then, and in each such case, the
reader/user of scherf.com/marsari.com website shall contribute to the
aggregate losses, Claims, damages and/or liabilities in an amount equal to
the amount for which indemnification was held unavailable. Notwithstanding
the foregoing, Scherf shall not be obligated to contribute any amount
hereunder that exceeds the amount of fees previously received by Scherf
from a reader/user of scherf.com/marsari.com website pursuant to an
Agreement.
The reader/user of scherf.com/marsari.com website further agrees that no
Indemnified Party shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to the reader/user of the scherf.com/marsari.com
website for or in connection with Scherf’s engagement hereunder except for
Claims that a court of competent jurisdiction shall have determined by
final judgment (and the time to appeal has expired or the last right of
appeal has been denied) resulted solely or in part from the gross
negligence or willful misconduct of such Indemnified Party or the
violation of any securities laws or regulations by an Indemnified Party.
The indemnity, re imbursement and contribution obligations of the
reader/user of the scherf.com/marsari.com website set forth herein shall
be in addition to any liability which the reader/user of the scherf.com/marsari.com
website may otherwise have and shall be binding upon and inure to the
benefit of any successors, assigns, heirs and personal representatives of
the reader/user of the scherf.com/marsari.com website or an Indemnified
Party.
The indemnity, reimbursement and
contribution provisions set forth herein shall remain operative and in
full force and effect regardless of (i) any withdrawal, termination or
consummation of or failure to initiate or consummate any Matter referred
to herein, (ii) any investigation made by or on behalf of any party hereto
or any person controlling (within the meaning of Section 15 of the
Securities act of 1933 as amended, or Section 20 of the Securities
Exchange Act of 1934, as amended) any party hereto, (iii) any termination
or the completion or expiration of an Engagement Agreement with Scherf and
(iv) regardless of whether Scherf shall or shall not be called upon to
render any public relations advice, whether formal or informal, in the
course of such engagement.
Unless otherwise defined, capitalized terms
used herein shall have the meaning ascribed to them in the Agreement.
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