Additional Agreements and Disclosures
Additional agreements and/or disclosures may apply with respect to your access to and use of the Service generally or certain products and services that may be accessed via the Service through, without limit, the RIA and third party providers such as DriveWealth, LLC (the “Broker”) and Plaid, Inc. Agreements such as the Advisory Agreement, the Wrap Fee Brochure, and/or other disclosures include without limitation the agreements and disclosures. The terms of such agreements and/or disclosures are incorporated into these Terms by reference, to the extent such terms do not conflict with these Terms. In the event of a conflict, the terms of such separate user agreement and/or disclosure will prevail with respect to such specific products or services.
We cannot guarantee that the Service will be available at all times. We will make reasonable efforts to maintain the Service. However, we do not warrant that (a) the Service will function uninterrupted, secure or available at any particular time or location or that the results that may be obtained from the use of the Service will be accurate or reliable; (b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or (d) the results of using the Service will meet your requirements. Use of the Service is at your own risk.
We reserve the right, in our sole discretion and without any obligation, to modify, improve, discontinue or correct any errors or omissions in any portion of the Service at any time.
By using the Service, you agree that we are not responsible for any losses resulting from your use and acknowledge the following risks: (1) Internet or wireless access may be delayed or interrupted, or may be unavailable; (2) data transmitted through the internet or wireless access may be intercepted by unauthorized persons; (3) your failure to physically secure your electronic device or to protect your passwords can result in unauthorized access to your account(s); (4) the accuracy and timeliness or completeness of data transmitted through the internet or wireless access cannot be guaranteed; and (5) response times may be delayed by market volatility, volume or systems capacity.
To access and use the Service electronically, you should have a functioning mobile device (such as a smartphone or tablet) on which you have installed our application. That application can be found for most mobile devices in the device’s respective “app store”. You may also be able to access and use the Service with a personal computer equipped with a modem or other Internet access device. You are responsible for the selection, installation, maintenance and operation of your computer and mobile device, your telecommunications service provider, and your computer and mobile device software. We are not responsible for any errors, failures, or malfunctions of your mobile device and software or your telecommunications services. You are responsible for ensuring that your mobile device, software and telecommunications services are compatible with the Service. We reserve the right to change the system requirements for using the Service.
The Service may automatically download and install software updates. These updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates as part of your use of the Service.
We may limit access to all or a portion of the Service to users who meet certain eligibility criteria. Identification of these eligibility criteria is in our sole discretion and is subject to change at any time. You are solely responsible for ensuring that your use of the Service is in conformance with applicable federal, state and local laws and regulations.
The Services provided by us are offered only in jurisdictions where it is legal to do so. The availability of Service over the Internet is not a solicitation for or offering of Services to any person in any jurisdiction where such solicitation or offering is illegal. We reserve the right to limit the availability of the Service to any person, geographic area, or jurisdiction, at any time and in our sole discretion.
We make no representation that the Service is appropriate or available for use in locations outside of the United States, or that accessing our website is legally permitted in countries or territories where the Service may be illegal. If you access the Service from other locations, you do so at your own risk and are responsible for compliance with local laws.
If you are located outside the United States, you consent to having your personal data transferred to and processed in the United States. If you are located in a country embargoed by the United States or if you are on the U.S. Treasury Department's list of Specially Designated Nationals, you will not engage in commercial activities on or through the Service.
The Service may include news and information, commentary, interactive tools, securities symbols and quotes, research reports and data concerning the financial markets, securities and other subjects (“Content’).
Companies that are not affiliated with us may supply some of the Content. The source of all third-party Content is clearly and prominently identified. We have not been involved in the preparation, adoption or editing of third party Content and we do not endorse or approve such Content.
The Content is for educational and illustrative purposes only and does not imply a recommendation or solicitation to buy or sell a particular security or to engage in any particular investment strategy. Certain tools published on the Service may provide general information and guidance based upon your personalized input. The projections or other information regarding the likelihood of various investment outcomes are hypothetical in nature, are not guaranteed for accuracy or completeness, do not reflect actual investment results and are not guarantees of future results.
The calculations generated by our tools do not take into consideration all costs, such as commissions and margin interest which may impact the results shown. It is your sole responsibility to select the criteria to enter in the tools, or to choose among the pre-defined screens, and to evaluate the merits and risks associated with the use of the tools before making any investment decisions. We are not responsible for any losses that occur from such investment decisions.
Testimonials may not be representative of the experience of other clients and are not indicative of future performance or success. Paid testimonials will be identified as such.
Our Service may allow you to post, link, store, share and otherwise make available certain information, text, images, or other material. You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.
You represent and warrant that: (i) the Content you post on the Service is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
By posting Content on the Service or on third party sites (such as our social media pages), you agree that we may publish your Content in whole, or in part. We do not agree to post all Content received. We reserve the right to remove or modify any posting that is false, offensive, violates any law or the rights of third parties, violates these Terms, or is defamatory or duplicative.
When you submit a posting to us on the Service or other sites, we may identify you by: your hometown, and state or country; and your first name, or last name and initial, or an alias that you have provided to us; your “member since” date; and other information that does not specifically identify you.
We reserve the right to reveal your identity and the Content of your original and posted submissions in response to legal action by any party, or in response to a request by governmental authority, or in our defense.
We retain ownership of all postings submitted on the Service, except when we post copyrighted material. By posting Content, you warrant and represent that you own the rights to the Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute the Content. You hereby irrevocably waive any claims based on moral rights and similar theories, if any.
All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or offer to us in connection with your use of the Service will become our exclusive property. Such disclosure, submission or offer of any submission constitutes an assignment to us, and you hereby assign to us, all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to your submissions and you agree to waive any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory relating to submissions. We will own exclusively and you hereby assign to us all right, title and interest in your Content and agree that we will not be limited in any way in the use, commercial or otherwise, of your Content. We are and will be under no obligation to pay to you or any third party any compensation for any of this Content.
The Content is not warranted as to completeness or accuracy and is subject to change without notice. The Content is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.
CONTENT AND TOOLS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, AND WE DO NOT MAKE ANY REPRESENTATIONS AS TO THE SUITABILITY OF THE CONTENT AND TOOLS FOR ANY PURPOSE, NOR TO ITS ACCURACY, TIMELINESS, COMPLETENESS, USEFULNESS OR NON-INFRINGEMENT. WE AND OUR PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS, OFFICERS, DIRECTORS OR EMPLOYEES AND THIRD-PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE CONTENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Quotes and Market Data
A third party not affiliated with us may provide you access to market data and quotes to be used alongside the Service. If market data and quotes are provided to you by a third party, your use of the marked data and quotes will be governed by the terms and conditions imposed by such third party.
If we provide market data and quotes the following will apply. Any price quotes that we may provide may be delayed fifteen (15) minutes or longer, according to the rules and regulations applicable to exchanges and quote providers. We reserve the right to limit the number of free real-time quotes. We do not make any representations, warranties or other guarantees as to the accuracy or timeliness of any price quotes.
We may provide you information regarding the value of your share positions based on the share price at the close of the latest market day. The data is for informational purposes only and does not reflect the price you may receive if you sell your shares. You also acknowledge that the quotes, and information provided based on quotes, are obtained from sources that we believe to be reliable, but we do not guarantee the accuracy and completeness of such quotes or information. You waive any claim that you might have against us or the quote provider related to the quotes or the quote-based information on the Service.
You represent and agree that the following statements are and will continue to be true for so long as you have access to the Service: (a) You will not use any information or market data provided by a national securities exchange or association in connection with any professional or commercial activities, and you agree to notify us if you intend to do so and to pay any additional charges; (b) you will not use the Service in conjunction with any business as a broker-dealer, investment advisor, futures commission merchant, commodities introducing broker, commodity trading advisor, member of a securities exchange or association or futures contract market, or an owner, partner or associated person of any of the foregoing; and (c) if you are employed by a bank or an insurance company or an affiliate of either you will not perform functions related to securities or commodity futures trading activity, except with respect to your account(s) with us.
We round the amount of fractional shares you can purchase and own in your account down to the nearest four decimal places which may affect your ability to be credited for cash dividends, stock dividends and stock splits. Fractional shares are not transferable. You will not have voting rights for the fraction of a share owned. If you close your account or transfer your account to another firm, the fractional share will need to be liquidated, resulting in potential commission charges which may match or exceed the value of the fractional share if less than our minimum commission.
Platform Availability Complaint Reporting
We will make best efforts that the Service is available during 9:30am EST – 4:00pm EST on any Monday through Friday (New York time), excluding federal holidays in the United States and any day on which banking institutions and stock market exchanges in the United States are required by law or other government action to close. However, it is understood and agreed that the Service utilizes multiple third-party resources and API’s and functionality is dependent on the operation of those services.
We encourage you to provide us feedback from time to time regarding the Service. In the event of any feedback or complaint received, we reserve the right to forward such communications to the appropriate party in order to address the communication, including, without limit, the Broker. We reserve the right to contact You about any communication received.
Purchases Timing & Batch Trading
You understand that your orders are not placed on a real-time basis, but are batched with other orders placed that day. Batch Trading is a process in which trade orders are collected and then executed all at the same time. We process orders during one window each business day the U.S. stock exchange markets are open – 10:00am ET. Orders are not processed in real time. Orders are aggregated with other buy and sell orders and processed at the same time in the next available window.
Example: A customer places an order to buy or sell a stock at 10:30am ET. The order will be processed the next business day at 10:00am ET.
Note: orders placed after the trade window at 10:00am ET will be processed in the window the next day at 10:00am ET. Orders placed after 10:00am ET Friday will be processed Monday at 10:00am ET.
Orders will be executed at the best available price in accordance with NBBO (National Best Bid or Offer) standards. This price may be higher or lower from the time you placed your order. Batch Trading may increase investment risk in a volatile market as the price at the time you placed your order may differ significantly from the execution price. Because we use batch trading, our platform may not be appropriate for short-term investors who wish to employ market-timing strategies.
Third Party Representations
We are not responsible for representations made by non-employees or third parties, unless they are expressly authorized, in writing, to speak on its behalf. We do not endorse, authorize or stand behind any representations made by users of our Service. You will not seek to hold us liable for the representations of third parties. You will hold us harmless from any deficiencies that may be contained in any prospectus or communication about a security that we did not actually write.
You may not:
Use the Service for any illegal purpose, or any other purpose not permitted in these Terms; Use the Service or the Content or features for a commercial purpose; modify, copy, adapt or translate any part of the Service without our written permission;
Reverse-engineer, decompile, create derivative works of, modify, disrupt, otherwise tamper or disassemble the technology we use to provide the Service or otherwise attempt to obtain our source code;
Bypass, modify, defeat, reverse-engineer, disassemble, tamper with or circumvent any of the security features of the Service, including altering any digital rights management functionality of our Service;
Impersonate another person or entity, misrepresent your affiliation with a person or entity (including us), or use a false identity;
Use the login information of another person, unless they specifically authorized you to do so;
Assist or encourage any third party in engaging in any activity restricted by these Terms.
Collect, manually or through an automatic process, information about other users or our Service;
Submit false or misleading information to us or post Content that infringes on a third party’s intellectual property;
Use our name or trademarks in any way that implies affiliation with, or an endorsement, sponsorship or approval by us without express written permission;
Remove or alter any copyright, trademark or other proprietary notice contained on the Service;
Engage in any activity that interferes with any third party’s ability to use or enjoy, or our ability to provide the Service;
Interfere with or damage the Service or our servers through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
“Deep link” or frame, inline link or mirror any part of the Service without our written permission;
Engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation.
Tax and Legal Advice
The Service does not and is not intended to provide legal or tax advice. Consult a professional legal or tax advisor for advice regarding your specific situation.
Links To Other Websites
Our Service may contain links to third-party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the Content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
Registration for the Service
Registering for an account with us by providing the information requested will give you access to certain parts of the Service. Some portions of the Service require you to provide additional personal information (for example, name, age, contact information, date of birth, Social Security number) before you can access their features. Registering for an account is optional, as is providing additional personal information to access additional Services. However, if you do not provide the information requested, you will not be able to access certain features of the Service. You agree that the information that you provide to us upon registration and at all other times will be accurate, current and complete. You agree to maintain and update this information. Failure to do so constitutes a breach of these Terms, which may result in termination of your account on the Service.
You authorize us to retain a copy of all information received from you, including the information you submit through the registration process or that you provide to us from time to time, either directly or indirectly, and to use such information to match you with product and services offers from us and from our marketing partners.
You may not register an account for anyone but yourself. You agree not to misrepresent your identity, your personal information or your third party account information.
You are solely responsible for protecting the confidentiality of your access information, and agree to immediately notify us of any unauthorized use, any breach of security or unauthorized use of your account. We are not liable for any loss or damage from your failure to comply with this security obligation. You are responsible for safeguarding the passwords, passphrases, and keys that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password or grant access to your account to any third party. If you permit a third party to access your account or act on your behalf while accessing the Service, you do so at your own risk. We will consider any request made or action taken with your account access information to be a request or action by you or authorized by you. You understand that you will be solely responsible for all orders transmitted electronically, or use of any data, information, or services obtained, using your username and password, and other security data. We are not liable for any losses or damages caused by any third person that you authorize or allow access to your account or the Service. If you authorize or allow a third party to access your account or Service, you will cooperate with us in our efforts to defend claims by that third person, and will indemnify us against any liability, expense, loss or damage that arises from such third party access.
You agree that we are not required to inquire as to the authority or propriety of any instructions given to us by you or via your username and password, and we will not be liable for any losses you incur, (including any claims, damages, actions, demands, investment losses, or other losses, as well as any costs, expenses, charges, attorneys’ fees, or other fees and expenses incurred by me), or other liability arising out of any such instructions as long as such instructions reasonably appear to be authentic.
You accept full responsibility for monitoring your account.
We reserve the right to change, cancel, close or suspend any account that you have created in association with the Service at any time, for any reason or no reason, without notice to you. If you close your account, we may continue to display your Content at our sole discretion. You agree that if we disable access to your account, you may be prevented from accessing the Service, your account details, or any files or other Content related to your account. If we suspend, disable or close your account, you may not create another one without our written permission.
Consent to Obtain Credit and Financial Information
You are giving us your express written consent to obtain consumer reports (including credit reports) about you and other information, including credit and employment information about you from one or more consumer reporting agencies (including credit bureaus) and to review and act on those reports and information. You authorize us to obtain reports from third parties concerning your financial situation, credit standing, business conduct or reputation. If requested to do so in writing, we will provide you with a copy of any such report. Where the law requires disclosure or if we believe disclosure is necessary for the conduct of our business, you authorize us to disclose nonpublic information about you.
The word “Communications” in these Terms includes, but is not limited to: communications and agreements related to the Service and its usage; legal and regulatory disclosures and notices associated with the Service; periodic statements and confirmations; communications between you and us; postings and other material made available to you on the Service; privacy and security policies and notices; applicable tax-reporting forms.
By agreeing to these Terms, you agree that all Communications from us relating to your use of or access to the Service may be provided or made available to you electronically by email, text messaging, “in-app” messaging or by posting a Communication on the Service, and that you can access the Communications in the designated formats described below. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us and our agents concerning your Service usage and access.
You expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and “in-app” and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider may charge you according to the type of plan you carry.
If you ask us by contacting us as described below, we will send you a paper copy of any Communication. We will retain copies of Communications for the time period required by law and will provide you with a copy upon request within those time periods. We may elect to not retain copies for longer than is required by law. Save or print copies of Communications to ensure you have them if needed. You must pay a service fee determined by us for the delivery of Communications that we would otherwise deliver electronically.
We reserve the right to provide Communications to you in paper form in our discretion even if you have given us consent to provide them electronically. For example, but without limitation, we may do this if we have a system outage, if we suspect fraud or if for any reason your designated email address or mobile phone does not accept emails or texts, respectively, from us.
Without obligating us to do so, you authorize us to monitor, record or maintain archival copies of electronic, written or oral Communications with you or anyone purporting to act on your behalf. All communications sent to and from us are subject to archival, monitoring, review by and disclosure to someone other than the recipient, such as our compliance administrators and regulatory bodies.
You are responsible for monitoring your Communications, including making sure that you are receiving any expected Communications. You must review these and other communications to ensure that information about your account is accurate. You must read and understand the communications and notifications that you receive from us. If you experience any difficulty opening an electronic document, if you find any discrepancies or errors in any electronic communications or notifications you receive from us, if you have not received a communication you expected, or if you do not understand a notification or communication you receive from us, then you must notify us of this in writing no more than forty-eight (48) hours after delivery. You understand that so long as we send communications to you at the physical or electronic address of record given by you to us, or to any other address given to us by an authorized person, the communications are legally presumed to have been delivered, whether you actually received them or not.
If you fail to notify us when any of the above conditions occur, neither us nor any of our employees, agents, affiliates, subsidiaries, control persons, or our parent, nor any third parties, can or will have any responsibility or liability to you or to any other person whose claim may arise through you for any claims with respect to the handling, mishandling, or loss of any order or information. Notwithstanding your notification to us, we shall not be liable for any claims, demands, actions, losses, damages, liability, costs, charges, counsel fees, or expenses of any nature related to the Services except as expressly set forth in these Terms.
You may withdraw your consent to receive Communications electronically by contacting us as described below. If you withdraw your consent, your withdrawal will not affect the legal validity and enforceability of any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. We will then send you any future Communications by mail or other non-electronic means.
Please tell us by contacting us as described below if you change your email or mailing address so that you continue to receive all Communications without interruption.
You acknowledge that you can access and store or print the electronic Communications in the designated formats described above, and you consent to having all Communications provided or made available to you in electronic form and to doing business electronically on or through the Service with us and our agents. If you are accessing the Service or the Communications electronically via a mobile device (such as a smartphone or tablet) you must make sure that you have software on your mobile device that allows you to print or save the Communications presented to you.
Consent to Contract Electronically
Your electronic signature or indication of assent to any document related to the Service is sufficient to legally bind you as if you had physically executed a hard copy of that document. You will not dispute the admissibility of an electronically stored copy of a document that you electronically signed or to which you indicated your assent. You will not dispute the validity of your electronic signature or indication of assent. And you will not dispute the admissibility of the business records maintained by us to reflect and memorialize your electronic signatures and indications of assent.
Your Account Information from Third Parties
You acknowledge and agree that, unless otherwise noted, we or our licensors own all legal right, title and interest in and to the Service, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user reviews, ratings, and all other elements and components of the Service. We also own all copyrights, trademarks, service marks, trade names, logos, domain names, other distinctive brand features and other intellectual and proprietary rights (whether those rights happen to be registered or not, and wherever in the world those rights may exist) associated with the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit the Service in whole or in part except as expressly authorized by us in a separate written document. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service.
Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights in or to the Service; all rights in and to the Service are retained by us.
We grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by us as part of the Service. This license is for the sole purpose of enabling you to use the Service in the manner permitted by the Terms. Any use of the Service other than as specifically authorized herein, without our prior written permission is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in the Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by us in writing. Without our specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the software, grant a security interest in or over your rights to use the software, or otherwise transfer any part of your rights to use the Service and software.
The entire Service is our copyrighted work. Unless otherwise specified, no person has permission to copy, display, distribute, republish, or create derivative works from such information in any form.
You are not allowed to use trademarks referenced in the Service. You may not use any meta tags or any other “hidden text” using our name or trademarks without our express written consent. The trademarks, logos, and service marks displayed on the Service are our property or other parties’. Users are prohibited from using any marks without our written permission or the third party that owns the marks.
Unless you have been expressly authorized to do so in writing by us, you agree that in using the Service, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos. You acknowledge that the Service may contain information which is designated confidential by us and that you shall not disclose such information without our prior written consent.
It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you believe that any material contained on the Service may infringe on your copyright, notice must be given in writing of the following: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the allegedly infringing material; (c) information sufficient to permit us to locate the infringing material; (d) a statement that the complaining party has a good faith belief that use of the material is not authorized or permissible by law; and (e) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner, agent, or licensee. Anyone who knowingly misrepresents that material is infringing in such a notice will be liable for any damages and any associated costs incurred by us. Written notice must be sent to: email@example.com.
Disclaimer of Warranties and Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR IN EQUITY. WE DO NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR, OR CORRECTION TO ANY EQUIPMENT YOU USE IN ACCESSING THE SERVICE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, OR THE SERVERS THAT PROCESS INFORMATION FOR US, ARE FREE OF VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS. THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS.
WE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICE, INABILITY TO USE THE SERVICE, OR CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ON LIABILITY APPLY TO CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT TO THE EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF US, OUR AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU
FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT RECEIVED BY US FROM YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) $50. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some states or other jurisdictions do not allow the disclaimer of implied warranties or the exclusion of certain damages, so the above disclaimers, exclusions, and limitations may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
You agree to indemnify and hold us and our employees, representatives, agents, attorneys, affiliates, directors, employees, officers, managers and shareholders (the “Indemnified Parties”) harmless from any damage, loss, cost or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought or asserted against any of the indemnified parties: alleging facts or circumstances that would constitute a breach of any provision of these Terms by you; arising from, related to, or connected with your comments, your use of the Service, or your violation of any rights of another. If you are obligated to provide indemnification pursuant to this provision, we may, in our sole and absolute discretion, control the disposition of any claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any claim without our express written consent.
Use of the Service is governed by and will be construed in accordance with the laws of the State of Delaware without giving effect to any principles of conflicts of laws.
Jurisdiction and Venue
To the extent that any dispute arising under these Terms is not subject to mandatory arbitration, exclusive jurisdiction and venue will be with a court of competent jurisdiction in Florida. You consent to the jurisdiction of such courts and agree to accept service of process issued by such courts.
If any provision of these Terms is unlawful, void or unenforceable, the remaining provisions will remain valid and in effect to the fullest extent possible.
Any waiver by us of any provision of these Terms will be effective only if in writing and signed by our authorized representative. Any delay or omission by us to exercise any rights under these Terms may not be construed to waive any rights.
The section titles, the italicized explanations, and the section headings are not part of the agreement and are not to be used in interpreting these Terms.
If you have registered at the Service, we will provide notices to you by using any of the contact information you have provided to us. You may provide notice to us as described in the “Contact Us” section below.
Certain provisions of these Terms by their nature will continue in full force and effect after termination, including without limitation the authorizations you have granted, the Disclaimer of Warranties and Limitation of Liability, and Jurisdiction and Venue.
You may not transfer or assign any rights or obligations you have under these Terms without our prior written consent. We reserve the right to transfer or assign these Terms or any right or obligation under these Terms at any time. Without giving you prior notice, we may assign your rights or duties under these Terms to any successor, subsidiary or affiliate, and, with prior notice to you by email or account alert, we may assign our rights and duties hereunder to any other third party. These Terms shall continue to bind you regardless of whether our rights or duties are transferred or assigned. You agree that you cannot assign any rights or obligations under these Terms without first obtaining our prior written consent. Any attempt at assignment without receiving prior written consent will be void.
These Terms are binding upon you, your estate, executors, administrators, personal representatives, heirs, successors, assigns and any entities or individuals you represent with respect to the Service.
No Third Party Beneficiary
You agree that, except as otherwise expressly provided in these Terms, there are no third-party beneficiaries to these Terms.
We reserve the right to modify these Terms at any time in our sole discretion. Any changes to these Terms become effective when we post them to the Service and will be noted by the “last updated” date indicated above. If we change these Terms, we will attempt to give you notice by posting a notice on the Service and/or informing you via email. Your continued use of the Service after we post the modified Terms to the Service constitutes your agreement to the modified Terms.
We may change, terminate or suspend our Service, or for any reason we deem necessary. We may terminate or suspend your access to our Service immediately, without prior notice or liability, for any reason whatsoever, including but not limited to, your breach of these Terms.
After paying any obligations owed to us, you may cancel your account with or without cause at any time upon written notice to us. Upon termination, your right to use the Service will immediately cease.
These Terms, all other agreements and disclosures referred to in these Terms or located on the Services and any terms contained in our Communications contain the entire understanding between you and us. These Terms supersede any previous agreements that you have made with us related to the subject matter hereof. If applicable, any and all other agreements between you and us that are not inconsistent with these Terms continue to apply.