STATEMENTS & POLICIES
SUMMARY OF DISCLOSURES
- You should review the entirety of the following Statements & Policies, which include important information not included in this Summary of Disclosures. You should not rely solely on this summary.
- By accessing Nevada Public Shells’s (hereinafter referred to as “Nevada Public Shells,” “we,” “us,” or “our”) website, you agree that you have reviewed and agree to the following Statements & Policies. If you do not agree to these Statements & Policies, you may not use the Nevada Public Shells website.
- Nevada Public Shells provides readers with information regarding publicly traded companies that have retained Nevada Public Shells to provide advertising, news and public relations services on their behalf. Nevada Public Shells receives compensation from the companies in the form of cash and/or securities in the companies.
- Nevada Public Shells is neither an investment adviser nor a broker-dealer. The information presented in the Nevada Public Shells 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 a recommendation. Please consult with an independent investment adviser or other financial adviser 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, but 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.
- Nevada Public Shells and its owners, officers, directors, employees and affiliates may own, or may buy and sell, securities of companies profiled on the Nevada Public Shells website at any time before, during, or after distribution of information on the companies by Nevada Public Shells.
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
By accessing Nevada Public Shells’s website, you signify your agreement to these Statements & Policies. If you do not agree to these Statements & Policies, you may not use the Nevada Public Shells website. We reserve the right, at our sole discretion, to change, modify, add or delete portions of these Statements & Policies at any time.
The Nevada Public Shells website may contain many links to other websites, including paid advertisements, whose content is not managed by Nevada Public Shells. We do not endorse, nor are we responsible for, any of the content of those external websites.
COPYRIGHT NOTICE
All rights, including copyright, in the content of the Nevada Public Shells website are owned or controlled for these purposes by Nevada Public Shells.
In accessing the Nevada Public Shells website, you agree that you may only download and/or view the content for your own personal, non-commercial use.
Except where expressly stated otherwise, without the prior written permission of Nevada Public Shells, you are not permitted to copy, broadcast, download, store (in any medium), transmit, show or play in public, adapt or change in any way the content of the Nevada Public Shells website for any other purpose whatsoever.
PRIVACY STATEMENT
This notice applies to all information collected or submitted on the Nevada Public Shells website. On some pages, you can make requests and register to receive materials. The types of personal information collected at these pages are:
- Name
- Company
- Title
- Address
- Email address
- Phone number(s)
THE WAY WE — USE INFORMATION
We use the information you provide about yourself when responding to your requests for specific information. We occasionally share this information with outside parties we believe you would find of interest. We may be compensated by such parties for this service. We use return email addresses to answer the email we receive. You can register with our website if you would like to receive our periodic mailings as well as updates on our new products and services. Information you submit on our website will not be used for this purpose unless you fill out the registration form. We use non-identifying and aggregate information to better design our website and to share with advertisers. For example, we may tell an advertiser that X number of individuals visited a certain area on our website, or that Y number of men and Z number of women filled out our registration form. Finally, we never use or share the personally identifiable information provided to us online in ways unrelated to those described above without also providing you an opportunity to opt-out or otherwise prohibit such unrelated uses.
OUR COMMITMENT TO DATA SECURITY
To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, we have put in place what we believe are appropriate physical, electronic, and managerial procedures to safeguard and secure the information we collect online. However, we make no guarantees or representations that such procedures will be effective and that all information will remain secure under all circumstances.
OUR COMMITMENT TO CHILDREN’S PRIVACY
Protecting the privacy of children is especially important. For that reason, we never collect or maintain information at our website from individuals we actually know are under the age of 13, and no part of our website is structured to attract anyone under the age of 13.
HOW YOU CAN ACCESS OR CORRECT YOUR INFORMATION
You can access all your personally identifiable information that we collect online and maintain by editing your user profile. We use this procedure to better safeguard your information. You can correct factual errors in your personally identifiable information by sending us a request that credibly shows error. To protect your privacy and security, we will also take reasonable steps to verify your identity before granting access or making corrections.
EMAIL AND INSTANT MESSAGE POLICY
Information Regarding Securities and Market Data. Nevada Public Shells does not guarantee any information regarding securities issues and market data contained in an email to or from its employees, agents, or affiliates.
Email and Instant Message (IM) Security. Nevada Public Shells 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 Nevada Public Shells, its employees, 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). Nevada Public Shells may monitor email and IM communications addressed to the firm and any of its employees. Nevada Public Shells reserves the right to monitor such communications and does not guarantee the confidentiality of any transmission.
DISCLAIMER
Neither Nevada Public Shells nor its officers, directors, partners, employees, consultants, nor anyone involved in the publication of this website, is a registered investment adviser or broker/dealer and none of the foregoing make any recommendation that the purchase of securities of any company profiled in the Nevada Public Shells website is suitable or advisable for any person or that an investment in such securities will be profitable. The information contained in the Nevada Public Shells 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 the Nevada Public Shells 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 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, but 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. Nevada Public Shells 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 of this website, and are based solely upon the information possessed by such authors and/or editors; no inference should be drawn that Nevada Public Shells 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, Nevada Public Shells 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. Nevada Public Shells makes no representation and provides no assurance or guaranty that such forward -looking statements will prove to be accurate. Persons using the Nevada Public Shells website are urged to consult with independent financial advisers with respect to an investment in any company profiled herein. Investors should independently verify information provided in the Nevada Public Shells 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.
Past performance of profiled securities is not indicative of future results. Companies profiled in this website may lack an active trading market for their securities and investing in such securities is highly speculative and carries a high degree of risk. Anyone investing in these companies should be able and prepared to bear a loss of his or her entire investment. The information on this website is not designed to be used as the sole basis for an investment decision. Persons using the Nevada Public Shells 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 Nevada Public Shells is done purely at the reader’s own risk. Under no circumstances will Nevada Public Shells’s owners, officers, directors, partners, employees, consultants or other persons involved in the publication of this website be held liable for any losses incurred by the use of information contained in this website.
Nevada Public Shells and its owners, officers, directors, employees 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 Nevada Public Shells. Nevada Public Shells and its employees and affiliates may profit in the event the shares of the companies increase in value. Such securities may be sold from time to time even after Nevada Public Shells has distributed positive information regarding the companies. Nevada Public Shells does not guarantee that it will purchase the securities of profiled companies. Nevada Public Shells has no obligation to inform readers of its trading activities or the trading activities of any of its employees and/or affiliates.
Nevada Public Shells from time to time enters 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 a recommendation that any investment or trading strategy is suitable for any person. 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, Nevada Public Shells 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. INVESTORS ARE STRONGLY ADVISED TO CONFIRM THE ACCURACY OF ANY INFORMATION OBTAINED FROM THIS SITE PRIOR TO MAKING ANY INVESTMENT DECISION.
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.
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 Nevada Public Shells website may contain articles and other content submitted by third parties, including, but not limited to, articles submitted through the Nevada Public Shells Premium Partnership Program. The opinions and other statements expressed by such third parties are theirs alone and do not express the views and opinions of Nevada Public Shells or its affiliates. Content created by third parties is the sole responsibility of such third parties and its accuracy and completeness are not endorsed or guaranteed by Nevada Public Shells. You acknowledge that by providing you with the ability to view third-party content through our site, Nevada Public Shells is not undertaking any obligation or liability relating to such third-party content. Nevada Public Shells and its affiliates, successors, assigns, officers, directors, partners and employees assume no responsibility or liability that may arise from the third party content, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, fraud, or misrepresentation. Notwithstanding the foregoing, Nevada Public Shells reserves the right to remove third-party content at any time in its sole discretion.
INDEMNIFICATION
Recognizing that transactions of the type contemplated in an engagement sometimes result in litigation and that the role of Nevada Public Shells is advisory, the Company agrees to indemnify and hold harmless Nevada Public Shells and its affiliates and their irrespective officers, directors, employees, agents and controlling persons within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Act”) or 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 Nevada Public Shells hereunder, and will promptly reimburse the Indemnified Parties for all expenses (including reasonable fees and expenses of legal counsel) 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 Nevada Public Shells hereunder, or any action or proceeding arising there from (collectively, “Proceedings”), whether or not 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 negligence, gross negligence or willful misconduct of an Indemnified Party or the violation of any securities laws or regulations by an Indemnified Party. The Company further agrees that it will not, without the prior written consent of Nevada Public Shells settle compromise or consent to the entry of any judgment in any pending or threatened proceeding in respect of which indemnification may be sought hereunder (whether or not Nevada Public Shells or any Indemnified Party is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional release of Nevada Public Shells 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 Company 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, Nevada Public Shells shall not be obligated to contribute any amount hereunder that exceeds the amount of fees previously received by Nevada Public Shells pursuant to an Agreement.
The Company further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with Nevada Public Shells’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 negligence, gross negligence or willful misconduct of such Indemnified Party or the violation of any securities laws or regulations by an Indemnified Party. The indemnity, reimbursement and contribution obligations of the Company set forth herein shall be in addition to any liability which the Company may otherwise have an shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company or an Indemnified Party.
The indemnity, reimbursement and contribution provisions set forth herein shall remain operative and 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 Nevada Public Shells and (iv) whether or not Nevada Public Shells shall, or shall not be called upon to, render any formal or informal advice in the course of such engagement.
Unless otherwise defined, capitalized terms used herein shall have the meaning ascribed to them in the Agreement.