Last modified: February 1, 2018
I. CONSENT AND LICENSE TO YOUR CONTACT INFORMATION
A. Consent to Collect Your Contact Information. In signing up directly to AdvisorConnect or in connection with your exploration of employment or consulting opportunities with the Employer, You will provide to us and/or give us access to upload or collect your contacts and related information, including for example and without limitation names, physical address, email addresses, birthdates, telephone numbers, occupations, employers and similar information of individuals you know and other third parties (collectively “Contact Information”). You may provide Contact Information to us directly or through your address books, contact databases, social media accounts or your accounts with other services and applications and you hereby authorize us to access the foregoing sources and collect any Contact Information therein. For Contact Information to be uploaded or imported to the Company Services from accounts, services or applications, we may request your login credentials for the third party account, service or application and you hereby authorize to use such login information for purposes of collecting you Contact Information for the Company Services. Where available and applicable, we may utilize the OAuth standard to facilitate the upload of Contact Information from such third party accounts, services and applications which support the OAuth standard, without requiring your password or other login credentials to do so. Otherwise, we will need your login credentials to complete the upload and import of such Contact Information.
E. Inappropriate and Illegal Content. You agree not to share or provide access to any Contact Information on, through or to the Company Services that is contrary to applicable laws and regulations or that (a) is pornographic, sexually explicit, obscene or indecent, (b) depicts real-life abusive, violent or illegal activity (subject to reasonable exceptions for legitimate news and educational materials), (c) communicates hate speech, threats, harassment, intimidation or invades another’s privacy, or (d) violates the rights of others.
F. Removal and Deletion of Contact Information. Company reserves the right to remove, delete, block, edit or modify any Contact Information at any time, without prior notice and at in its sole discretion for any reason or no reason. Company has no obligation to retain or delete any of your Contact Information.
II. COMPANY SERVICES
A. Company Services. Provided You have agreed to comply with and are bound by this Agreement, You may access and use the portions of the Company Services which Company has made accessible to You, subject to and in compliance with this Agreement and all applicable local, state, national and international laws, rules and regulations. Your right to access and use the Company Services is non-exclusive, non-transferable, non-sublicenseable, and fully revocable. Use of any Company Services that are subject to special registration, restricted access or payment is further subject to other terms and conditions specified by the Company for the use of such other Company Services.
B. Proprietary Rights. Title to and ownership of the Company Services, including all intellectual property rights therein and thereto, are and shall remain the exclusive property of Company and its suppliers and licensors, and, subject to the limited rights and license expressly granted hereunder, Company and its licensors retain all right, title and interest in and to the Company Services and in and to all of Company’s other intellectual property rights. No intellectual property or other rights or licenses are granted or otherwise provided by Company under this Agreement, by implication, estoppel or otherwise, beyond those expressly provided for herein.
C. Restrictions and Limitations. You shall have no right to, and shall not, reverse engineer, disassemble, decompile, copy, modify, spider, crawl, or create derivative works of or based on, sell, resell, display, distribute, disseminate, rent or lease the Company Services any part thereof, except to the extent applicable law otherwise requires You to be allowed to do so. You shall not remove, alter or conceal any copyright or trademark or other proprietary rights notices incorporated in or accompanying the Company Services. You shall comply with all applicable laws, including US export controls, in your use of the Company Services. You shall immediately notify Company of any violation or attempt to violate any of the restrictions or limitations on use or access to the Company Services specified in this Agreement upon first becoming aware of such violation or attempted violation. Company may also suspend or terminate Your account and/or access to and use of the Company Services at any time and for any reason (or no reason), in its sole discretion.
D. User Accounts and Information; Certain User Representations: You must be at least 18 years of age or older to sign-up or register for, or install or use, the Company Services. If You sign up or register with Company and/or set up your Company account, You agree, represent and warrant that all information provided by You to Company upon sign up and/or registration and at all other times through the Company Services will be true, accurate, current and complete (which includes use of your real name). If any material information you provided to the Company in connection with the Company Services changes or is updated, You agree to promptly notify the Company about such changes and provide updated information. You are entirely responsible for maintaining the confidentiality of your account information and password. You agree not to (a) use the account, username, or password of another user, or (b) disclose your password to, or share your account with, any third party or allow or authorize any person to use your account or user ID with Company. You agree to notify Company immediately if You suspect any unauthorized use of your account or access to your password or account. You are solely responsible for any and all use of your account.
E. User Conduct: You agree that You are responsible for your own conduct and your Contact Information while using the Company Services and for any consequences thereof. You agree to use Company Services only for purposes that are legal, proper and in accordance with the Agreement and any applicable laws, regulations, rules, policies or guidelines. By way of example, and not as a limitation, You agree that when using Company Services, You will not: (i) enter, store or transmit any infringing, libelous or otherwise unlawful or tortious information or material or transmit information or material in violation of third party privacy or other rights, in all such cases within, through, to or using the Company Services, (ii) enter, store or transmit viruses, worms or other malicious code within, through, to or using the Company Services, (iii) interfere with or disrupt the integrity or performance of the Company Services, or (iv) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Company Services or collect information for any unauthorized purpose.
International users agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to the United States or your country of residence.
III. COMPANY REPORTS, INFORMATION AND MATERIALS
A. Company Content. Company may provide certain reports, information and other content on, through or to the Company Services or otherwise to You in connection with the Company Services, including without limitation reports, analyses, summaries and/or evaluations of your Contact Information as well as any Company logos, marks, names or designs (collectively, "Company Content"). Company and its licensors own and reserve all rights, title and interest, including all worldwide intellectual property rights, in and to the Company Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Company Content. You will not, and have no rights to, reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Company Content.
B. No Reliance On Company Content. All Company Content is provided for your convenience only on an “as is” basis without warranty of any kind. Company does not warrant, guarantee, support, verify or otherwise have any responsibility for the completeness, truthfulness, accuracy, desirability, profitability or reliability of any Company Content, including without limitation any reports, analyses, summaries and/or evaluations of your Contact Information. All use of and reliance upon any such information (or any Company Content) by You shall be solely your responsibility and at your sole risk. Under no circumstances will Company be liable in any way for (and You release Company from, and waive any rights to bring or assert any claims for, any liabilities arising from) any Company Content, including any errors or omissions in any Company Content, or any loss or damage of any kind incurred as a result of the use of or reliance upon any Company Content.
C. Company Marks and Trade Dress. The Company name and logo are trademarks of Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company.
A. Confidential Information: As used herein, "Confidential Information" means all non-public or proprietary information disclosed to You by Company or made available by Company through the Company Services, whether orally, in writing or otherwise. Confidential Information shall include non-public aspects of the Company Services (including details on how they function and are structured and organized, details of the content and materials contained therein, and its systems, procedures, and processes), as well as technical information, product plans and designs.
B. Restrictions on Use and Disclosure: You shall use the same degree of care that You use to protect the confidentiality of your own confidential information of like kind (but in no event less than reasonable care) to preserve the confidentiality of the Confidential Information. You agree (i) not to use any Confidential Information for any purpose other than to use the Company Services in accordance with this Agreement and perform your obligations under this Agreement, and (ii) not to disclose or publish any Confidential Information.
C. Exclusions: Notwithstanding the foregoing, You may disclose Confidential Information if You are compelled by law to do so, provided You give Company prior notice of such compelled disclosure (to the extent legally permitted and reasonably practicable) and reasonable assistance, at Company's cost, if Company wishes to contest the disclosure. Furthermore, the foregoing restrictions on use and disclosure shall not apply to any information that (i) is or becomes generally known to the public without breach of any obligation owed to Company, (ii) was known to You prior to its disclosure or availability by or from Company as evidenced by contemporaneous documentation, (iii) is rightfully received from a third party without confidentiality restrictions and without breach of any obligation owed to Company, or (iv) was independently developed by You without use of or reference to the Confidential Information.
V. TERMINATION AND MODIFICATION OF COMPANY SERVICES & AMENDMENT OF AGREEMENT.
A. Termination and Modification. Company reserves the right, in its sole discretion, at any time to modify, augment, limit, suspend, discontinue or terminate the Company Services without advance notice. All modifications and additions to the Company Services shall be governed by this Agreement, unless otherwise expressly stated by Company in writing. Company may also modify or amend this Agreement in its sole discretion without advance notice by posting the modifications or amended Agreement on the website listed in the first paragraph of this TOU above or in the publicly accessible portions of the Company Services. All modified terms and conditions will be effective after they are posted (unless a longer notice period is required by applicable law). If any modified terms and conditions are not acceptable to You, your sole remedy is to cease using the Company Services, and, if applicable, cancel your Company account. By continuing to access or use the Company Services after Company posts any such revision to this Agreement, You agree to be bound by the revised Agreement. This Agreement may not otherwise be modified or amended, except with the written agreement of both parties.
B. Termination of User. Without limiting other remedies, Company may immediately terminate or suspend your access to and/or use of the Company Services and remove any material (including Contact Information) from the Company Services or our servers, in the event that You breach this Agreement. Notwithstanding the foregoing, we also reserve the right to terminate, limit or suspend your access to or use of the Company Services at any time and for any reason or no reason.
C. Effect of Termination: After any termination of this Agreement: You understand and acknowledge that we will have no further obligation to provide or allow access to the Company Services (including without limitation to generate or provide any reports or analyses). Upon termination, all licenses and other rights granted to You by this Agreement will immediately cease. Company is not liable to You or any third party for termination of the Company Services or termination of your use of the Company Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION (INCLUDING ANY CONTACT INFORMATION OR OTHER USER SUBMISSIONS) THAT YOU HAVE SUBMITTED, POSTED, UPLOADED OR OTHERWISE MADE AVAILABLE ON THE COMPANY SERVICES OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, except as may be required by applicable law, Company will have no obligation to store or maintain (or delete or destroy) any Contact Information or other information stored in our database or to forward any information to You or any third party.
Any suspension, termination or cancellation of this Agreement or the Company Service will not affect your obligations to Company under this Agreement (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
VI. INDEMNIFICATION; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
A. Indemnification. You agree to defend, indemnify, and hold Company, its officers, directors, employees, agents, publishers, collaborators and business partners harmless from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (i) your access to or use of the Company Services, Company Content and Contact Information; (ii) your violation of the Agreement; or (iii) your violation of any applicable laws, rules or regulations; (iv) any Contact Information posted, uploaded or provided by You.
B. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE COMPANY SERVICES, COMPANY CONTENT AND CONTACT INFORMATION IS AT YOUR SOLE RISK AND COMPANY SHALL NOT BE LIABLE FOR ANY INABILITY TO USE, OR ANY DELAYS, ERRORS OR OMISSIONS WITH RESPECT TO THE COMPANY SERVICES. THE COMPANY SERVICES, COMPANY CONTENT AND CONTACT INFORMATION AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED THEREIN, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE COMPANY SERVICES, COMPANY CONTENT AND CONTACT INFORMATION, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
C. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PUBLISHERS, COLLABORATORS, BUSINESS PARTNERS AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE COMPANY SERVICES, COMPANY CONTENT, CONTACT INFORMATION, INFORMATION AND RESULTS AND OTHER CONTENT AND INFORMATION AVAILABLE THROUGH THE COMPANY SERVICES, OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL COMPANY'S (OR ITS AFFILIATES’, OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’ AND LICENSORS’) CUMULATIVE LIABILITY TO YOU EXCEED US $1,000.00, EXCEPT TO THE EXTENT SUCH LIMITATION IS NOT PERMITTED BY APPLICABLE LAW.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You to the extent applicable law so requires.
VII. GENERAL INFORMATION
The Agreement constitutes the entire agreement between You and Company and supersedes any prior agreements, understandings or arrangements between You and Company. You may not assign the Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Company. Any purported assignment or delegation by You without the appropriate prior written consent of Company will be null and void. Company may freely assign the Agreement or any rights hereunder without your consent. The Agreement and the relationship between You and Company shall be governed by the laws of the State of New York, without regard to or application of its conflict of law provisions, rules and principles. You agree to submit to the personal jurisdiction of the courts located in New York City, New York for the purpose of litigating all such claims. Further You agree that You must bring any claim arising out of or related to this Agreement, or the relationship between You and us, within one (1) year after the claim arises, or the claim will be permanently barred. The failure or delay of Company to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision to the full extent consistent with applicable law, and the other provisions of the Agreement remain in full force and effect. You and Company are independent contractors and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. The section titles in the Agreement are for convenience only and have no legal or contractual effect.
Company may provide notices to You with respect to this Agreement or the Company Services by posting such notices on the website listed in the first paragraph of this TOU above or in publicly accessible portions of the Company Services or by sending them to the e-mail address or other contact address provided to us for You. Any such notices shall be deemed properly and timely given to You hereunder. You consent to the use of: (a) electronic means to complete this Agreement and to provide You with any notices given pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Company Services.
VIII. VIOLATIONS AND COMMENTS
Please report any violations of the Agreement or provide any comments or questions by emailing us at email@example.com. You agree, however, that: (i) by submitting ideas regarding the Company Services to Company or any of its employees or representatives, You automatically forfeit your right to any intellectual property rights in these ideas; and (ii) ideas regarding the Company Services submitted to Company or any of its employees or representatives (including any improvements or suggestions) automatically become the property of Company. You hereby assign and agree to assign all rights, title and interest You have in such comments and ideas to Company together with all intellectual property rights therein.