LICENSE, OWNERSHIP, AND PROPRIETARY RIGHTS
Ownership and Proprietary Rights. You acknowledge and agree that IFW retains any and all ownership rights related to the Service, including applicable proprietary rights, and are protected by United States laws and international treaty provisions.
Protecting Our Rights. You acknowledge that the Service has been developed, compiled, prepared, revised, selected, and arranged by IFW and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and that the Service is the valuable intellectual property of IFW and such others persons who may be providing content or services to us under license.
The content on the Site, excluding all intellectual property of other sites obtained by way of linking, is owned by IFW. This includes, without limitation, text; software; the look and feel of the Site, service, and applications, such as color combinations, logos, button shapes, scripts, and graphics; photos; sounds; interactive features; and the trademarks, service marks and logos contained on the Site, services or applications (collectively referred to herein as the “Content”). The Content is owned by or licensed by IFW in each case and is subject to copyright and other intellectual property rights under applicable law.
All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the “Intellectual Property Rights”) shall, as between you and IFW, at all times be and remain the sole and exclusive property of IFW. All present and future rights in and title to the Service are reserved to IFW for its exclusive use.
(f) Morningstar Notice. Portions of the mutual fund information contained on the Site were supplied by Morningstar, subject to the following: © 2014 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
(f) Unsolicited Information and Feedback. While we welcome your feedback or other suggestions regarding this Site, the Service and/or our various offerings (collectively “Feedback”), you provide such Feedback to us voluntarily. You shall be deemed to have granted us a perpetual, royalty-free, fully paid up and irrevocable right and license to use, reproduce, modify, publicly display, distribute, transmit, sublicense, create derivative works from, transfer, sublicense and sell such Feedback.
The following are the rules that apply to your use of the Service (the “Usage Rules”). We may, without prior notice and without limiting our other remedies, deny you access to any and all parts of the Site and/or the Service and suspend or terminate your account if, in our sole discretion, we find you to be in violation of the Usage Rules.
Password and Account Protection. You are responsible for maintaining the confidentiality of your password, which, with your User ID and registered e-mail address, allows you to access the Services. You agree that you will not disclose your password to any third party and that you are responsible for any activities or actions in your inStream account, whether or not you have authorized those actions. You shall immediately notify us of any known or suspected unauthorized use(s) of your account or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information, or if your registered e-mail account has been compromised.
Interference with Third Parties. You shall not interfere with any other person’s use of the Service, including, without limitation, disrupting, spamming or otherwise using abusive tactics to deter others from using the Service or any of its features.
Harmful Code; Other Practices. You may not post or transmit any file to this Site (or to any other party offering services via this Site, including Third Party Services) or to any other user which contains viruses, worms, time bombs, malware, Trojan horses, or any other contaminating or destructive code. You shall not exploit the Site, the Service, or the Third Party Services to trespass or burden network capacity.
Other Prohibited Activities. You will not use the Site or the Service (or assist or encourage others to use the Site or the Service) in order to:
- Solicit passwords or personal identifying information for commercial or unlawful purposes from others;
- Impersonate another person or entity, whether or not a user of the Service;
- Select a User ID already used by another person; use a User ID in which another person has rights without such person’s authorization; or use a username or password that we, in our sole discretion, deem offensive or inappropriate.
- Upload, post, email, transmit or otherwise make available restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page);
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels stating the origin or source of software or other Content contained on the Site;
- Attempt to sell, modify, reverse engineer, disassemble, decompile, frame, decrypt, decompile, create derivative works of or otherwise exploit for any commercial purpose the Site or Service, any portions thereof (including the Content and Client Information of our other users), or any of our affiliated organizations without our prior written consent;
- Do anything that may interfere with the operation of the Service, including, but not limited to, hacking, spamming and flood attacking;
- Remove any copyright, Trademark, or other proprietary rights notices contained in or on the Site;
- Interfere with or disrupt the Site, the Service or servers or networks connected to either, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
- Attempt to harvest, scrape, copy or otherwise collect information, or Content from the Site, to retrieve or index any portion of the Site or collect information about other users for any purpose not expressly authorized by us, including, without limitation, republishing the same on a third party website, either manually or through any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, site search/retrieval application, intelligent agents or other devices);
- Access Content or data not intended for you, or log onto a server or under a User ID that you are not authorized to access;
- Create accounts by automated means, or under false or fraudulent pretenses; or provide false, misleading, or inaccurate information to IFWl or any other user;
- Impersonate, or otherwise misrepresent affiliation, connection, or association with, any person or entity;
- Harvest or otherwise collect information about other Licensed Investment Professionals or their clients, including email addresses, passwords, User IDs, or phone numbers;
- Harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party; or
- Use the Site or Service to solicit or recruit other persons to another website or service.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
- You are a Licensed Investment Professional and will continue to remain a Licensed Investment Professional while granted access to the Service
- With respect to each Client for whom you will utilize the Service, you have the authority to disclose Client Information in connection with your use of the Service.
- You will safeguard confidential, protected, non-public personal information which is received, transmitted, managed, and/or processed via the Service.
- You agree to protect our proprietary rights and that of all others having rights in the Service during and after your subscription term.
- You shall not violate any copyright, trademark, or other proprietary right and shall be solely responsible for any damages resulting from any such infringement or any other harm resulting from any software, data, or files of any type you upload, download, distribute, access, post, submit, or transmit to or from the Service.
- The information and results of calculations obtained through the use of the Service will be represented accurately and used in compliance with all applicable laws and regulations.
- You will always ensure that you are using adequate security standards, including a commercially reasonable security technology that provides a level of security that, at a minimum, is compliant with the applicable laws and industry standards.
- You currently follow industry standards as a means to prevent any compromise of your information systems, computer networks, or data files by unauthorized users, viruses, or malicious computer programs, which could, in turn, be propagated via computer networks, electronic mail, magnetic media or other means to the Site.
- You will not, and any third party shall not be permitted to upload, post, copy, display, reproduce or distribute any malicious code.
Any shared expenses related to Retirement Roadmap Requests or any related IFW matters must be mutually agreed in advance in writing and shall be treated as such agreement states. Otherwise, each Party is responsible for its own expenses.
ARBITRATION/MEDIATION DISPUTE RESOLUTION:
The Parties agree that should any dispute arise through any aspect of this relationship, including, but not limited to, any matters, disputes or claims, the Parties shall confer in good faith to promptly resolve any dispute. If the Parties are unable to resolve the issue or dispute between them, then any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Arbitration/Mediation clause shall survive the termination of this Agreement. The laws of the State of Florida shall apply to any such Arbitration/Mediation.
WAIVER, RELEASE AND LIMITATION OF LIABILITY
YOU AGREE THAT IFW, ITS AFFILIATES AND PARENT COMPANIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, INFORMATION PROVIDERS, PARTNERS (INCLUDING, WITHOUT LIMITATION, RESELLERS, INTERNET PORTAL PROVIDERS AND FINANCIAL INSTITUTIONS THROUGH WHOM YOU MAY HAVE BEEN INTRODUCED OR PROVIDED ACCESS TO THE SERVICE, CONTENT OR REPORTS) AND SUPPLIERS SHALL HAVE NO LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SERVICE. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST IFW.
NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF THE IFW , IF ANY, FOR LOSSES OR DAMAGES SUSTAINED BY YOU SHALL NOT EXCEED THE LESSER OF: (A) THE AGGREGATE OF SUBSCRIPTION FEES PAID BY YOU OR ON YOUR BEHALF FOR THE CALENDAR YEAR IMMEDIATELY PRECEDING THE DATE WHEN LIABILITY AROSE; OR (B) ONE HUNDRED DOLLARS ($100.00) (USD). IN NO EVENT SHALL IFW BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM ANY USE OF THIS SITE, THE SERVICE OR THE CONTENT (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The availability of the Service depends on many factors, including your connection to the Internet, the availability of the Internet and the Internet backbone and equipment that, by its nature, is not fault tolerant. IFW shall not be responsible for your inability to access the Service or data or output errors (1) caused by factors outside of IFW’s reasonable control; (2) that resulted from your or any third party’s actions or inaction; (3) that resulted from your equipment and/or third party equipment not within IFW’s sole control; or (4) connections to the internet which are not within IFWl’s sole control.
THE SERVICE DOES NOT RECOMMEND, GUARANTEE OR REPRESENT THAT FUTURE PERFORMANCE OF INVESTMENT OR INSURANCE PRODUCTS OF ANY KIND CAN BE PREDICTED. FORECASTS OF INVESTMENT DECISIONS ARE PROVIDED MERELY FOR INFORMATION PURPOSES AND FOR YOUR CONVENIENCE AND SHOULD NOT BE REGARDED AS A PREDICTION OR GUARANTEE OF ANY FUTURE RESULTS.
To the fullest extent of the law, Financial Professional shall indemnify, defend and hold harmless IFW, its affiliates, officers, directors, employees, agents, representatives, consultants, and independent contractors from and against any and all loss, costs, penalties, fines, damages, claims, expenses (including attorney’s fees) or liabilities arising out of, resulting from, or in connection with the services provided by the Financial Professional contemplated by this Agreement. This Indemnification shall survive the termination of this Agreement.
Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by overnight, trackable mail or by certified mail, return receipt requested, to such address as one may have furnished to the other in writing.
Financial Professional recognizes that this is a Personal Services Agreement, and Financial Professional cannot assign or transfer to a third party. IFW may assign or transfer this agreement in the event of a change of control, merger, or acquisition of the IFW.
This Agreement constitutes the entire understanding of the Parties pertaining to all matters contemplated hereunder at this time.