MoneyGuidePro® Terms of Service
Advisors, Administrative Assistants and Office Managers
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS SITE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, PLEASE DO NOT ACCESS THIS SITE, USE THE SERVICE OR CLICK "ACCEPT."
The following terms of service ("Terms of Service") constitute the agreement between you and MoneyGuide, Inc., a Delaware Corporation ("Company", "we," or "us"), with respect to your use of the Service described herein.
By accessing or using the Service, you acknowledge your agreement to be bound by these Terms of Service.
We reserve the right to update or modify these Terms of Service at any time, and without prior notice to you. Your use of the Service following such modification or update constitutes your acceptance to be bound by these Terms of Service as changed or modified. We encourage you to read through and review these Terms of Service each time you access the Site or use the Service.
1. Definitions.
"Account" means an Office Configuration Account and/or an Advisor Account.
"Account Owner" means: (a) in the case of an Advisor Account, the Advisor, and (b) in the case of an Office Configuration Account, the Office Manager.
"Administrative Assistant" means the administrative assistant or sales assistant to an Advisor who accesses the Service through either an Advisor Account or an Office Configuration Account.
"Advisor" means a professional financial planner, a registered representative, an investment adviser representative, an insurance agent, a paraplanner, a trust officer, an attorney or an accountant who accesses the Service through an Account.
"Advisor Account" means an account that is created for an Advisor to access and use the Service and includes the Advisor's profile information such as first and last name, company name, telephone number, email address and User ID.
"Advisor Content" means all text, copy, graphics, information, data, and pictures, including, without limitation, all underlying intellectual property and proprietary rights thereto, that are: (a) provided to us by an Advisor and published through the Service; or (b) included in the Service by an Advisor or his/her Administrative Assistant via the Service's user options feature.
"Billing Date" means: (a) for Services that are billed annually, the Subscription Start Date and each anniversary date thereafter; (b) for Services that are billed quarterly, the Subscription Start Date and the same day of the month every three (3) months thereafter; and (c) for Services that are billed in monthly installments, the Subscription Start Date and the same day of each month thereafter.
"Client" means an individual whose personal information is input into the Service for the purpose of running projected retirement financial planning simulations.
"Client Information" means any personal information pertaining to a Client which is input by the Client, the Client's Advisor, or the Advisor's Administrative Assistant (on the Client's behalf) when using the Service. Client Information includes, without limitation, the Client's first and last name, gender, date of birth, marital status, state of residence, answers to risk tolerance questionnaire and/or risk tolerance score, summary of asset information (i.e. total values, asset class distributions and additional contributed assets). Client Information also includes optional input information including, without limitation, detailed asset information by holdings, employment status, annualized employment income, retirement age, retirement expense needs, retirement income sources and amounts, years and amounts of financial goal expenses, insurance policies (including values and type), liabilities (by type and amount), target portfolio allocation, and projections (of current trajectory based upon inputs, probability analysis and insurance needs).
"Client Sub-Account" means an account that an Advisor or his/her Administrative Assistant may set up in order for a Client to access his/her Client Information and the Service.
"Content" means all text, software, tools, copy, graphics, charts, graphs, materials, information, data, pictures, audio-visual works, recordings, Reports, Third Party Services and Third Party Feeds that are published through the Service, including, without limitation, all underlying intellectual property and proprietary rights thereto. Notwithstanding the foregoing, Content excludes all Client Information and any Advisor Content.
"Guest" means a third party who is authorized by the Client to access the Client's Reports and Client Information.
"Guest Sub-Account" means an account that an Advisor or his/her Administrative Assistant may set up in order for a Guest to access limited Client Information.
"myMoneyGuideLab®" or "Lab" means an interactive, online webinar in which Clients build personalized plans for retirement using the Service.
"Office Configuration Account" means an Account that is owned and controlled by an Office Manager and that is created in order for two or more Advisors and their Administrative Assistants to access the Service using shared configuration assumptions.
"Office Manager" means the person designated by the principal of a brokerage or financial services firm to serve as the system administrator for an Office Configuration Account.
"Proprietary Rights" means all intellectual property rights (including patents, trademarks, trade dress, service marks and copyrights), trade secrets, privacy or other proprietary rights, including, without limitation and as applicable, all registrations, renewals and extensions thereof.
"Reports" means any of the reporting and presentation features available through the Service, but does not include raw Client Information, which is not an element of a Report, even though it is presented in a Report format.
"Service" means any of the hosted software tools that Clients and/or their Advisors may use to run projected financial planning simulations based upon Client Information and includes, unless expressly stated otherwise, any Third Party Services and Third Party Feeds.
"Site" means the website located at the url https://www.moneyguidepro.com, and any related internet protocol addresses and the entire associated domain hierarchy of top-level and subordinate domains, generic or otherwise, and such other names, codes and identifiers as may currently exist or be developed in the future to direct to or to identify particular internet posted content.
"Subscription" means: (1) an Advisor's annual subscription to access and use the Service through an Advisor Account; or (2) an Office Manager's annual subscription to access and use the Service through an Office Configuration Account.
"Subscription Start Date" means the date of purchase for a Subscription to a Service.
"Third Party Feeds" means all information, data, text, copy and materials, such as health care costs, daily stock and mutual fund prices, college costs, long-term care costs, and data for automatic class mapping of Clients' assets, that are provided by any third party and made available to you through the Service.
"Third Party Service" means any application or service, such as account aggregation, that is provided by any third party and made available to you through the Service.
"Third Party Service Provider" means any third party that provides a Third Party Service.
"Trademarks" means all trademarks, service marks, and logos displayed on the Site.
"User ID" means user identification for the Advisor, Office Manager, Administrative Assistant, Client, or Guest.
"You" means the Advisor, Office Manager, or Administrative Assistant accepting these Terms of Service.
2. Nature of Service; Subscriptions.
(a) Our Service contains a variety of online analysis tools and services for Advisors to provide to their Clients. We reserve the right, without prior notice, to suspend, modify or terminate access to any and all parts of the Site and/or Service at any time for any reason and at our sole discretion. You agree that Company will not be liable to you or any third party for any modification, suspension or termination of the Service or for any loss of data, Client Information, or personal settings or other foreseeable or unforeseeable damages related thereto.
(b) After the initial free trial period, if any, the Account Owner shall be required to pay for the Service via an annual Subscription at then-current rates (plus any taxes, as applicable). To the extent that any taxes are subsequently assessed against the Subscription fee that are not initially collected by us, the Account Owner agrees to pay these taxes. Additional fees may be required for access to and use of Third Party Services. All Subscriptions have an initial term of twelve (12) months, regardless of whether the Subscription fee is paid annually or in installments, if applicable. Accounts will automatically renew for an additional year, at then-current rates, at the end of each annual term. If an Account Owner pays for a Subscription by credit card, we will automatically charge the credit card for the next billing period approximately three (3) days prior to the end of the current billing period. If the credit card information provided is no longer valid, we will use commercially reasonable efforts to notify the Account Owner and request such person to pay manually with a valid credit card. Account Owners can notify us at any time prior to renewal if they want their Subscriptions to lapse. Section 15 will not apply to such notice, which may be given by telephone or e-mail. Once a Subscription has renewed, we will only cancel the Subscription and refund the Subscription fee if the Account Owner sends a written request for a refund to support@moneyguide.com within ten (10) days after renewal. All refunds are subject to a ten percent (10%) processing fee, which will be deducted from the refund. You agree that upon termination, we may, but are not required to, delete all information related to your Account.
(c) Account Owners may upgrade their Subscriptions to a higher priced Service at any time. In such event, the Subscription Start Date for the new Service will become the new Billing Date. We will credit the unexpired portion of the current Subscription fee toward the annual fee for the new Service, and the Account Owner agrees to pay us the remaining balance in lump sum or installments, as applicable. We will issue a credit for a full month of Service only if there are more than 15 unexpired Subscription days in the month. Account Owners may only downgrade their Subscriptions to a lower priced Service on the annual renewal date.
(d) You agree to provide accurate and complete information when prompted to do so by any registration form, and to maintain and update such information (including credit card information) so it remains accurate and complete.
(e) You agree that we may, but are not required to, use the e-mail address you have provided to send you notices concerning the Service and your use thereof. These notices may include information regarding updates to the Service or information pertaining to your Subscription, including information about onboarding, training, renewal, and Subscription fees that may be due. If you are an Account Owner, you agree to accept all electronic communications from us at the e-mail address you provide in your Account. If your e-mail address changes, you are solely responsible for updating your Account information.
(f) Your right to use any Third Party Service or Third Party Feeds shall be coterminous with our right to provide access thereto. We will provide you with reasonable notice of the impending unavailability of any Third Party Service or Third Party Feeds, and any fees paid in consideration for future access to such Third Party Service or Third Party Feeds, if applicable, will be refunded pro rata, based upon the percent of the intended period of access during which access is no longer permissible.
(g) If you are accessing the Service through your broker/dealer or advisory firm website, or if you are an Advisor who has paid a discounted Subscription fee because of your association with your broker/dealer or advisory firm, then that firm has institutional-level control over the functions and features of the Service that are available to you. We provide the firm with "super-user" access to the Service allowing representatives designated by the firm to review and monitor, at the level of their choosing, all data and information related to the Service, for all Advisors and Clients associated with the firm, including but not limited to all Client Information.
(h) If you are an Office Manager who purchased an Office Configuration Account Subscription, you must: (i) purchase licenses for all authorized Advisors; (ii) if applicable, purchase integrated add-on features made available through the Services for authorized Advisors; (iii) create User IDs for each authorized Advisor and Administrative Assistant under the Account; (iv) assign the User IDs to each person under the Account; (v) determine whether each Advisor and/or Administrative Assistant User ID should be enabled or disabled; and (vi) establish and maintain the technical configuration to be used by all authorized Advisors and Administrative Assistants within the Account. For the purposes of this paragraph, "authorized" means that the person has been assigned a unique User ID in the Office Configuration Account. The Company will communicate exclusively with the Office Manager regarding any issues concerning the Office Configuration Account, User IDs of authorized users, Subscription purchases, and integrated feature add-on purchases. The Company will not take direction or instruction from any Advisors or Administrative Assistants with respect to Office Configuration Accounts.
(i) Each Administrative Assistant must have a unique User ID and password to access the Service. Access is limited to one (1) Administrative Assistant per Advisor User ID, unless we authorize otherwise in writing.
(j) Each Client with a Client Sub-Account and each Guest with a Guest Sub-Account must have a unique User ID and password to access the Service. The extent of the Client's and Guest's access shall be determined solely by the Advisor.
(k) If you are an Account Owner, you agree to be financially responsible for your use of the Service as well as for the use of your Account by others, whether authorized or unauthorized (including use by any minors living with you), and to comply with your responsibilities and obligations as stated in these Terms of Service.
3. Ownership; Intellectual Property.
(a) The Service and Content are owned by the Company or its licensors. No right, title or interest in or to the Service or Content or any portion thereof, is transferred to you, and all rights not expressly granted in these Terms of Service are reserved by the Company and its licensors.
(b) You acknowledge that you are solely responsible for any Client Information you enter, access, copy, share, download and/or store when using the Service. You further warrant that you have been provided and are entering the Client Information on behalf of your Client(s) and that you properly obtained full written permission to do the same.
(c) The Content is protected by copyright, trade dress and other laws and may not be copied or imitated in whole or in part. Other than Advisor Content or Content provided as Third Party Services and Third Party Feeds, unless stated otherwise, all Content is copyright MoneyGuide, Inc. All rights reserved. All product names, company names, marks, logos, and symbols are the Trademarks of their respective owners. You may not use such marks without the prior written permission of the owner. This Agreement does not limit any rights that we may have under trade secret, copyright, patent, trademark or other laws.
(d) As a condition of using the Service, you hereby grant to us (and to any applicable Third Party Service Provider) the right to utilize such Client Information to render and improve the Service. You agree that we can use aggregate data from our users and subscribers for purposes including but not limited to: better understanding our user base, researching potential changes in our Content and Service, conducting research on topics relevant to the financial services industry or to marketing demographics within the industry, and, if applicable, publishing results from such research in industry, academic or other general interest publications. We guarantee that neither you nor any of your Clients will be personally identified within the aggregate data, and we will not associate you or any of your Clients with the research or its results. Your access and use of this Service shall be construed as sufficient consideration for granting us such usage rights.
(e) Certain of the information contained in the Third Party Feeds and Third Party Services: (i) is proprietary to one or more third party content providers (including Third Party Service Providers); (ii) may not be copied, repackaged or redistributed outside of or independent of the Service; and (iii) is not warranted to be accurate, complete or timely. Neither the Company, nor any third party (including any Third Party Service Provider) is responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
4. License.
With your Subscription, we hereby grant you the limited right to use this Service in accordance with these Terms of Service.
(a) Advisors may only use the Service for their own Clients and are expressly prohibited from: (i) using the Service in a "back-office" environment to create Reports for third parties other than the Advisor's Clients; or (ii) sharing Accounts with any third party except as expressly authorized herein. Advisors and their Administrative Assistants may download and/or print a copy of the Reports solely for presentation to or review by Clients, provided the Content is not modified in any way and all copyright and other proprietary notices are kept intact. Except as provided in this Section 4(a), no other use of the Content or Service is permitted, and permission to reprint or electronically reproduce any document or graphic in whole or in part is expressly denied, unless prior written consent is obtained from the copyright holder(s).
(b) If you offer myMoneyGuide® Labs to your Clients, then the terms and conditions set forth in Exhibit A shall apply.
5. Acknowledgements.
If you are an Advisor, you acknowledge the following:
(a) all persons to whom you provide access to the Service are your Clients (or their Guests) and are not Clients of the Company;
(b) all Reports that are generated by the Service and provided to your Clients are provided by you and not the Company; and
(c) the Reports are intended to assist you in providing advice to Clients, but the Reports do not constitute investment advice.
6. Representations and Warranties.
(a) If you are an Advisor, you represent and warrant to us that:
(i) you are a professional financial planner, a registered representative, an investment adviser representative, an insurance agent, a paraplanner, a trust officer, an attorney or an accountant;
(ii) you have the required registration status to make Labs available to Clients or to otherwise use the Service;
(iii) you will accurately represent the results of any calculations performed by the Service;
(iv) you will use the Site and the Service in compliance with all applicable laws and regulations;
(v) you will not allow a third party (including, without limitation, members of your own firm) to use a Report, or any part thereof, to develop, analyze, or determine alternatives, recommendations, or advice for a Client, unless such third party also has a license to use the Service; and
(vi) your Advisor Content does not and will not violate or infringe upon any third party's Proprietary Rights.
(b) If you access the Service as an Administrative Assistant, you represent and warrant to us that:
(i) you are not an Advisor;
(ii) you do not use the Service to create Reports for your own Clients; and
(iii) you do not present Reports to any Clients, including the Clients of any third party.
(c) You represent and warrant that you are at least the age of majority in your jurisdiction, and you possess the legal right and ability to agree to these Terms of Service.
(d) You represent and warrant that you have read and accepted the conditions of our privacy policy, a copy of which is posted on the Site ("Privacy Policy"). You agree to receive notices of updates to our Privacy Policy through our posting of updated terms on the Site.
(e) If you are using a Third Party Service, you represent and warrant that you have read and accepted the terms of the Third Party Service Provider's privacy policy, as the same may be modified from time to time by the Third Party Service Provider in its sole discretion;
7. Trademarks and Copyrighted Materials.
Other than any Trademarks included in the Advisor Content, all of the Trademarks are Company's, its affiliates', or third parties' (including Third Party Service Providers') registered and unregistered trademarks. We agree that as long as you have a Subscription to the Service, you have a limited license to use certain Trademarks and certain screen shots, images, videos and written materials (collectively, "Copyrighted Materials") that are posted on the branding page of the Site (the "Branding Site"). Your license to use the Trademarks and Copyrighted Materials is subject to the following terms:
(a) The rights granted to you in this Section 7 are license rights only. Nothing in this Agreement gives you any ownership rights in the Trademarks or Copyrighted Materials, and your use of the Trademarks and Copyrighted Materials must not imply that any such ownership exists.
(b) Your license to use the Trademarks and Copyrighted Materials is on a non-exclusive, non-transferable, royalty-free basis.
(c) We may revoke the license at any time, at our sole discretion.
(d) Your license expires when your Subscription ends.
(e) You may only use the Trademarks and Copyrighted Materials that are made available to you on the Branding Site.
(f) Your use of the Trademarks and Copyrighted Materials must comply with all rules and color specifications stated on the Branding Site.
(g) Your use of the Trademarks must include the symbols indicated on the Branding Site (e.g. ®, TM, SM).
(h) You agree not to use the Trademarks, or any confusingly similar name or trademark, in the name of your product or service or in your domain name.
(i) You must not state or imply in any way that Company has endorsed you or your products or services, or your web site.
(j) Your use of the Trademarks and Copyrighted Materials must not imply any relationship with Company other than the one that actually exists.
(k) If you use Company's logos, you also agree to the following:
(i) You agree not to modify the logo in any way, except in accordance with the guidelines on the Branding Site.
(ii) Company's logo cannot be larger, or more prominent, than your trademark, logo or trade name.
(iii) Company's logo must appear by itself and must not be combined with any other graphic or textual elements or used as a design element of any other logo or trademark.
(iv) You agree to replace any logos you use under this Agreement with updated versions as requested by Company from time to time.
(l) If you use Company's Copyrighted Materials, the screen shot, image, video or written material must be accompanied by an appropriate credit just underneath it acknowledging Company's ownership and reading: ©2021 MoneyGuide, Inc. Reproduced with permission. All rights reserved.
Except as provided in this Agreement, any use of the Trademarks or Copyrighted Material is expressly prohibited.
8. Usage Rules.
The following rules shall govern your conduct regarding the use of the Site and/or Service.
(a) Unauthorized Access. You shall not permit any person (other than persons otherwise authorized under these Terms of Service) to access the Service for any purpose using your Account.
(b) Unsolicited Information. If you provide us with any unsolicited information and/or materials, including comments, questions, designs, and other similar communications (collectively, "Unsolicited Information"), you thereby grant 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 Unsolicited Information. If you do not agree with these terms and conditions, do not provide us with any Unsolicited Information.
(c) Unlawful Purposes. You shall not use the Content for any purpose that is unlawful or prohibited by these Terms of Service.
(d) Interference with Other's Use. You shall not interfere with any other person's use of the Service, including, without limitation, by disrupting, spamming or otherwise using abusive tactics to deter others from using the Service or any of its features.
(e) Harmful Code. You shall not post or transmit any file to the Site or to any other user which contains viruses, worms, time bombs, Trojan horses or any other contaminating or destructive code.
(f) Client Information. You shall not upload, enter or use any Client Information that would violate or infringe upon any third party's Proprietary Rights, unless you have the permission of the owner of such rights.
(g) Security Breach Reporting Requirement. If you become aware of a security breach of any aspect of the Service, or other material cause for concern about the security of the Service, you must inform us within 24 hours of becoming aware of such event or cause for concern. In connection with such security breach, you agree to provide us with access to information reasonably required by us, and to make personnel available to the extent reasonably necessary to answer questions or otherwise assist us in determining the impact to the Service.
(h) Export Restrictions. You agree not to export or re-export the Service or any direct product thereof: (1) into (or to a national or resident of) any country that is subject to a U.S. general embargo or that is designated as a state sponsor of terrorism; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons List or the U.S. Commerce Department's Denied Parties List or Entities List. You represent that you are not located in or under the control of a national or resident of any such country or anyone on any such list.
(i) Other Prohibited Activities. You agree not to use the Service (or assist or encourage others to use the Service) in order to:
(i) Solicit passwords or personal identifying information for commercial or unlawful purposes;
(ii) Impersonate another person or entity, whether or not a user of the Service;
(iii) 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);
(iv) 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;
(v) 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;
(vi) Do anything that may interfere with the operation of the Service, including, but not limited to, hacking, spamming and flood attacking;
(vii) 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;
(viii) Attempt to harvest, scrape, copy or otherwise collect information, or Content from the Site, retrieve or index any portion of the Site, or collect information about other users for any purpose not expressly authorized by Company, 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 applications, intelligent agents or other devices);
(ix) Access Content or data not intended for you, or log onto a server or account that you are not authorized to access;
(x) Create Accounts, Client Sub-Accounts or Guest Sub-Accounts by automated means, including but not limited to the use of any centralized, mass-produced, computer-assisted, or computer-generated methods, or under false or fraudulent pretenses; or provide false, misleading or inaccurate information to Company or any other user;
(xi) Impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity;
(xii) Harvest or otherwise collect information about Clients and/or Advisors, including email addresses, passwords, User IDs and phone numbers; or
(xiii) Use the Site or Service to solicit or recruit other persons to a third party's website or service.
(j) Prohibition on Entering NPI into Data Fields. You shall not input any nonpublic personal information (NPI) for any Client (e.g., account number, social security number) into any free-text description field within the Service.
If you violate any of the Usage Rules above, Company may, in its sole discretion, and without limiting any of its other remedies, terminate your ability to access and/or use the Site and/or Service.
9. Disclaimers.
(a) Geographic Disclaimer. The Service (excluding any Third Party Service or Third Party Feeds) is administered by the Company from the Commonwealth of Virginia and is intended solely for users who are US residents. Access to the Site and the Service, as well as the terms of our Privacy Policy and the privacy policies of our Third Party Service Providers, may not be legal for some persons or in some countries outside the United States. Additionally, if you elect to access and use the Site and/or Service from outside of the United States, you do so at your own risk and are solely responsible for complying with all applicable, foreign laws and regulations.
(b) General Disclaimer. The Service contains income need, expense projection and investment growth calculation features. The Service and the Content on the Site are presented in a summary fashion, and are intended to be used for informational and forecasting purposes based upon Client Information, assumptions provided by you (or us based upon default settings) and/or historical market data. We do not have any control over your use of the Service, Content and related information. The Service and Content should not be used without validating the results through independent research, obtaining up-to-date information, and considering the particular financial situation of each Client. We do not recommend, guarantee, or represent that the Service and Content will predict the future performance of assets, investments or insurance products of any kind. Moreover, we do not warrant the performance or results that may be obtained by the use of the Service in conjunction with or integrated into any third-party software. WE ARE NOT ENGAGED IN RENDERING TAX, LEGAL, INVESTMENT, FINANCIAL OR RISK MANAGEMENT ADVICE, AND THE RESULTS OF USE OF THE SERVICE AND CONTENT MUST NOT BE REGARDED OR REPRESENTED AS CONSTITUTING SUCH ADVICE. PRIOR INVESTMENT PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. AS SUCH, COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF ANY PROJECTIONS GENERATED BY THE SERVICE.
(c) Disclaimer Regarding Advisors; Assumption of Risk. The projected return, standard deviation, correlation, and inflation assumptions included as features of the Service are based on a combination of the historical performance of an appropriate broad market index, additional research, and a current assessment of the economy and financial market conditions. These conditions might or might not occur in the future. We offer such return, standard deviation, correlation and inflation assumptions "as is", as a convenience to you. We do not warrant or guarantee any of these assumptions, nor do we recommend, warrant, or guarantee their usefulness. You have the flexibility to input your own assumptions for projected data. Therefore, if you decide to use the projected data included with the Service, you understand and agree that such usage is at your own risk, that you bear all responsibility for the results generated through the use of such data, and that we shall not have any liability of any kind whatsoever to you, or to any party, because of your use of such data. AS AN ADVISOR, YOU BEAR ALL RESPONSIBILITY FOR ADVICE AND SERVICES FURNISHED TO YOUR CLIENTS, REGARDLESS OF WHETHER YOU UTILIZED THE SERVICE OR SITE IN CONNECTION WITH THE DEVELOPMENT OF SUCH ADVICE. POSSIBLE FUTURE RESULTS OF INVESTMENT DECISIONS ARE PROVIDED MERELY FOR INFORMATION PURPOSES AND SHOULD NOT BE REGARDED AS A PREDICTION OR GUARANTEE OF ANY FUTURE RESULTS. You agree that by using the Service, you will assume sole responsibility to exercise your own professional judgment in verifying all information when inputting your own assumptions, relying on any assumptions provided through the Service, and/or verifying the accuracy of Client Information.
(d) WARRANTY DISCLAIMER. THE SITE, THE SERVICE, AND THE CONTENT CONTAINED THEREIN ARE PROVIDED "AS IS", WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (I) ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO ANY REPORTS, RESULTS, PROJECTIONS, ANALYSIS, AND ALL OTHER INFORMATION CONTAINED ON AND/OR MADE AVAILABLE THROUGH THE SITE, AND (II) ANY WARRANTY REGARDING THE AVAILABILITY OF THE SITE AND/OR SERVICE AND/OR THIRD PARTY FEEDS, LACK OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES, OR ANY FAILURE TO PROVIDE THE SITE AND/OR SERVICE AND/OR THIRD PARTY FEEDS OR ACCESS THERETO BY USERS. WE DO NOT GUARANTEE THE TIMELINESS, VALIDITY, COMPLETENESS OR ACCURACY OF THE CONTENT. ALTHOUGH WE OR A THIRD PARTY SERVICE PROVIDER MAY UPDATE THE CONTENT ON THE SITE AND/OR SERVICE AND/OR THIRD PARTY FEEDS FROM TIME TO TIME, PLEASE NOTE THAT INFORMATION CONTAINED HEREIN MAY BE OUT OF DATE AND/OR MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
10. Data Back-Up.
We back up and retain all data entered into the Service in accordance with procedures that we have determined to be commercially reasonable. Notwithstanding our data back-up and retention procedures, we are not responsible for backing up your data, Account information, Client Information or other type of data attributed to your use of the Service. YOU EXPRESSLY AGREE TO ASSUME THE SOLE RISK OF BACKING UP ALL ACCOUNT INFORMATION AND CLIENT INFORMATION WHEN USING THE SERVICE AND EXPRESSLY AGREE THAT WE WILL HAVE NO LIABILITY WITH RESPECT TO LOST CLIENT INFORMATION AND/OR ACCOUNT INFORMATION EXCEPT AS OTHERWISE PRESCRIBED UNDER OUR PRIVACY POLICY.
11. Indemnification.
You agree to indemnify, defend and hold harmless the Company, each Third Party Service Provider, their respective affiliates and parent companies, and their respective officers, directors, employees, agents, 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), advertisers and suppliers (collectively, the "Protected Parties") from and against all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from (a) your use of the Content, Service or Site; and/or (b) a breach of these Terms of Service (including violation of any third party's Proprietary Rights) by you or any other person accessing the Site using your Account; and/or (c) your use, sale, license, distribution or disclosure of Client Information, except as provided for under these Terms of Service.
12. WAIVER, RELEASE AND LIMITATION OF LIABILITY.
YOU AGREE THAT NONE OF THE PROTECTED PARTIES SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE AND/OR SERVICE. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE PROTECTED PARTIES (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF ANY OF THE PROTECTED PARTIES) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE AND/OR SERVICE.
NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF THE PROTECTED PARTIES, 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 THE CLAIM AROSE; OR (B) ONE HUNDRED DOLLARS ($100.00) (USD). IN NO EVENT SHALL ANY OF THE PROTECTED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM ANY USE OF THE SITE 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 THE PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NONE OF THE PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES OF, DAMAGE TO, OR DESTRUCTION OF DATA, OR FOR DAMAGES OR LOSSES YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE SITE, THE SERVICE OR OUR EQUIPMENT, OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THIS SERVICE AVAILABLE TO YOU OR COLLECTING THE DATA CONTAINED THEREIN, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO OR YOUR INABILITY TO ACCESS THE SERVICE OR THE CONTENT, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY AS SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION DOES NOT APPLY OR IS DEEMED TO BE INVALID OR UNENFORCEABLE, FOR ANY REASON, THEN UNDER THOSE CIRCUMSTANCES, THE AGGREGATE LIABILITY AND DAMAGE EXCLUSION SHALL ONLY BE RESTRICTED OR DIMINISHED TO THE EXTENT NECESSARY TO BE LEGALLY ENFORCEABLE. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT. The limitations of damages and exclusions of liability set forth above are fundamental elements of the basis of the bargain between you and us and we would not be able to provide you the Service at the prescribed Subscription rates without such limitations.
13. Third Party Rights.
The provisions of Sections 11 (Indemnification) and 12 (Waiver, Release and Limitation of Liability) are for the benefit of the Protected Parties. Each of the Protected Parties shall be a third-party beneficiary to the aforementioned Sections of these of Service, and shall have the right to assert and enforce those provisions directly against you on its own behalf.
14. Survival.
Upon any termination of these Terms of Service, the provisions hereof that are intended to survive shall so survive, including Sections 3, 7, 11, 12, 13, and 16.
15. Notice.
We may deliver notice to you under these Terms of Service by means of electronic mail, a general notice on the Site, or by written communication delivered by first class U. S. mail to your address on record in your Account information, if any. You may give notice to us at any time by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:
MoneyGuide, Inc.
1588 Oakbridge Terrace
Powhatan, VA 23139
16. Miscellaneous.
These Terms of Service set forth our entire liability and your exclusive remedy with respect to the Service and the Site. You acknowledge that the Terms of Service is a complete statement of our agreement with you and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions regarding the matters described herein. No person is authorized by us to make modifications to these Terms of Service, or to make any additional representations, commitments, or warranties binding on us, other than in writing signed by one of our authorized officers. We may make changes to the Terms of Service which will take effect immediately, except that if we are required by law to give you prior notice of any change, the change will not take effect until we have notified you. The Terms of Service shall be construed as to its fair meaning and not strictly for or against either party. The Terms of Service are deemed entered into at Powhatan, Virginia, and shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without regard to provisions relating to conflicts of law), except as to copyright and trademark matters, which are covered by federal laws. You agree that any legal action or proceeding between the Company and you for any purpose concerning these Terms of Service or the parties' obligations hereunder shall be resolved individually, without resort to any form of class action, exclusively in the courts of the Commonwealth of Virginia for Powhatan County or the U. S. District Court of the Eastern District of Virginia, and you agree to submit to the jurisdiction of these courts. Any failure by us to insist upon or enforce strict performance of any provision of these Terms of Service shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Service. If any provision hereof shall be held to be invalid or unenforceable, then such provision shall be reformed to the extent necessary to make such provision valid and enforceable when so applied. We may assign our rights and duties under these Terms of Service to any party at any time without notice to you. You may not assign any rights or duties under these Terms of Service to any party without our prior written consent, which we may withhold in our sole discretion.
EXHIBIT A
Terms and Conditions for myMoneyGuide®
If you use myMoneyGuide®, the following additional terms and conditions will apply.
1. Company Responsibilities.
Company will be responsible for:
(a) Providing you with: (i) sample electronic invitations for distribution to Clients (upon request); (ii) tools to create a personalized profile page on the Site; (iii) a list of Clients who registered but did not attend each Lab; and (iv) a list of Clients who attended each Lab.
(b) Providing each Client with: (i) up to 90 minutes of Lab instruction on building a financial plan in myMoneyGuide®; (ii) e-mail/chat support; and (iii) access to myMoneyGuide® during the Lab and for two (2) weeks thereafter.
2. Your Responsibilities.
You will be responsible for:
(a) Providing and uploading the information necessary to create a branded profile page on the Site. Such information may include a brief company description, an individual bio, an individual photo, your logo, links to your social media content, and any video describing you.
(b) Complying with your social media policy (if any) when linking social media content to the Site.
(c) Including, on the branded profile page, any disclosures that you are required to make to your Clients, including but not limited to those required by the Investment Advisers Act of 1940 and any other securities laws, rules or regulations (including those of self-regulatory organizations).
(d) Selecting and inviting Clients to Labs. Company assumes no responsibility for, and makes no guarantees with respect to, the rate of attendance in any Lab.
3. Cancellation and Rescheduling.
(a) Company may cancel any Lab due to a Force Majeure Event. A "Force Majeure Event" means any event or circumstance, regardless of whether it was foreseeable, that was not caused by Company and that prevents Company from complying with any of its obligations under these Terms of Service, provided the Company uses reasonable efforts to do so. If Company cancels a Lab for any reason, it will promptly notify scheduled Clients and reschedule the Lab.
(b) Clients may cancel a scheduled Lab at any time at no charge to you.
(c) If a Client schedules a Lab but fails to attend or cancel (the Client is a "no show"), you will not be charged for the Client.
(d) Once a Client starts a Lab, the fee for the Lab becomes non-refundable, regardless of whether the Client completes the Lab.
4. Reserved Rights.
Company reserves the right to make changes to any part of any Lab.
5. Termination.
You may terminate your use of myMoneyGuide at any time, effective upon Licensor's receipt of written notice from you. However, you will remain liable for any fees incurred prior to termination.