Terms of Use

Effective April 25, 2014

AssetLock Terms of Use Agreement

 

1.         Agreement and Acceptance Of Terms

This Terms of Use Agreement, along with any exhibits, disclosures, addendums or amendments hereto, as the same may be amended or modified from time to time (collectively, the “Agreement”) constitutes an agreement between you (“you”, “your”, “user” or “client”) and AssetLock, LLC, and/or its affiliates (“AssetLock” “we”, “us” or “our”) which sets forth the terms and conditions applicable to your access and use of our financial dashboard via our website located at www.assetlock.com (the “Site”) or through our web-based applications (collectively, the “Dashboard”) and the services as described in section 3 of this Agreement, that we offer to you through the Dashboard (each, a “Service”).

Your use of the Dashboard and/or Services is subject to our Privacy Policy which addresses how we gather, use, disclose and manage your personal information.

Please read this Agreement and our Privacy Policy carefully. THIS AGREEMENT REQUIRES

ALL DISPUTES TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION CLAUSE APPEAR IN SECTION 20 OF THIS AGREEMENT.

2.         General Terms

By accessing or using the Dashboard or any Service, you understand and agree that:

  • You represent and warrant to us that you are able to enter into legally binding contracts, and you agree that this Agreement legally binds you in the same manner that a signed, written, paper contract does. You may not use the Dashboard or Services in any manner or attempt to access the Dashboard or any Service if you are not willing to be bound and abide by this Agreement.
  • By using any such Services, you also agree to be bound by such additional terms and conditions.
  • While the Dashboard and Services provided by AssetLock may provide significant assistance in helping you manage your finances, you should consult with a professional financial advisor before making investment decisions or deciding on significant changes to your personal financial strategy.
  • We reserve the right to change or modify this Agreement or our Privacy Policy, or modify or discontinue any portion of the Services or features and functionality provided through the Dashboard, from time to time without prior notice to you (except where required by law). If we decide to change this Agreement or our Privacy Policy, we will post such changes on the Dashboard and such changes will be effective at such time. We reserve the right to modify or temporarily discontinue your access to the Dashboard or portion thereof, or any Service, with or without prior notice to you. You agree that we shall not be liable to you or any third party for any modification of the Dashboard, the Services, this Agreement, or your access to the Dashboard or Services.
  • The Dashboard and Services are intended to be accessed and used only by individuals that have reached the legal age of majority in the jurisdiction where they are located, which may be 18 years or older, depending on the jurisdiction. You may not use or access this Dashboard or any Service unless you have reached the legal age of majority in the jurisdiction where you are located.
  • Subject to the terms of this Agreement, AssetLock grants you a revocable, non-transferable, non-exclusive limited license to access and use those portions of the Dashboard and those Services to which you are granted access.

THE SERVICES AND CONTENT PROVIDED BY ASSETLOCK, INCLUDING THE DASHBOARD, IS FOR INFORMATIONAL PURPOSES ONLY. THE INFORMATION PRESENTED IS NOT, AND SHOULD NOT BE CONSIDERED, A RECOMMENDATION OR AN OFFER OF, OR SOLICITATION OF AN OFFER BY, ASSETLOCK TO BUY, SELL OR HOLD ANY SECURITY OR OTHER FINANCIAL PRODUCT OR AN ENDORSEMENT OR AFFIRMATION OF ANY SPECIFIC INVESTMENT STRATEGY. YOU ARE FULLY RESPONSIBLE FOR YOUR INVESTMENT DECISIONS. YOUR CHOICE TO ENGAGE IN A PARTICULAR INVESTMENT OR INVESTMENT STRATEGY SHOULD BE BASED SOLELY ON YOUR OWN RESEARCH AND EVALUATION OF THE RISKS INVOLVED, YOUR FINANCIAL CIRCUMSTANCES AND YOUR INVESTMENT OBJECTIVES. ASSETLOCK IS NOT OFFERING OR PROVIDING, AND WILL NOT OFFER OR PROVIDE, ANY ADVICE, OPINION OR RECOMMENDATION OF THE SUITABILITY, VALUE OR PROFITABILITY OF ANY PARTICULAR INVESTMENT OR INVESTMENT STRATEGY.  

3.         Description of our Services

Our Services are comprised of the following features, delivered to you through our Dashboard:

Portfolio monitoring and tracking software

We may now or in the future offer financial account aggregation, where AssetLock, acting as your authorized agent, will retrieve your financial account information, such as your account balances, transactions and holdings, from financial institutions you designate. Financial account aggregation is an optional Service you may utilize by providing financial account credentials, allowing us to securely connect with third party financial institutions, to present your financial information on our Dashboard. Our account aggregation Services are regularly refreshed, effortlessly providing your with up-to-date financial account information.

Financial visualizations

Your financial account information, collected through account aggregation we receive or manual account information you provide, is used to display certain financial growth and performance metrics, including predetermining the amount of downside you are willing to tolerate. Financial visualizations include various charts, detailed transactional data and other financial account data that we present to you.

Referrals to financial consultations

Based upon entering your contact and other information into the Dashboard, you may be contacted to receive a financial consultation from a licensed financial advisor. The consultation is optional for eligible Dashboard users, offered via solicitation from a financial advisor selected by our marketing and referral partner, The Impact Partnership, LLC, or its affiliates, subsidiaries, or its marketing or referral partners. We refer to such financial advisors as “Approved Advisors”. Your participation in this Service may result in an offer for wealth management services, separate from the financial consultation Service itself. Additionally, parts of the Services may, either today or in the future, be supported by advertising or marketing partnership relationships.

4.         Dashboard and Services - Disclaimers

By using the Services, you understand and acknowledge that (i) ASSETLOCK IS ONLY A MONITORING AND TRACKING SOFTWARE TOOL, DOES NOT ACT AS A STOP-LOSS, AND DOES NOT AND WILL NOT SELL, BUY, HOLD, OR OTHERWISE EXECUTE TRANSACTIONS IN ANY OF YOUR ACCOUNTS, HOWEVER OR WHEREVER SITUATED, and (ii) the investment results you could obtain from investment information and financial insights provided by AssetLock cannot be guaranteed, all investments entail a risk of loss and that you may lose money. You should consult with a professional investment advisor before making investment decisions or deciding on significant changes to your personal financial strategy.

Your election to receive wealth management or any other services provided by an Approved Advisor are separate from the Dashboard and related Services defined within these Terms of Use.

5.         Financial Services and Third-Party Offers

AssetLock Approved Advisor Referrals: As part of the Services, an Approved Advisor may offer you investment advice and/or an invitation to have your investments managed directly by such Approved Advisor. ASSETLOCK DOES NOT SELECT, ENDORSE, RECOMMEND, SUPPORT, OR OTHERWISE EXPRESS AN OPINION REGARDING THE SUITABILITY, QUALIFICATIONS, SKILLS, LICENSE STATUS OR ANY OTHER ATTRIBUTE OR ASPECT OF SUCH APPROVED ADVISOR OR WHETHER OR NOT YOU SHOULD RELY UPON THE INVESTMENT ADVICE OF OR OTHERWISE ENTER INTO ANY AGREEMENT WITH SUCH APPROVED ADVISOR, AND IF YOU ARE ACCESSING OR USING THE SERVICES IN THE CAPACITY OF AN APPROVED ADVISOR, THE FOREGOING SHALL APPLY TO CLIENTS OR PROSPECTIVE CLIENTS YOU OBTAIN IN CONNECTION WITH OR AS A RESULT OF THE SERVICES.  Investment advice provided by Approved Advisors refers to any recommendations, suggestions, analysis, or opinions given to you through an Approved Advisor concerning buying, selling, holding, evaluating or analyzing any security or related type of investment or strategy.  Financial information and wealth management tools provided to clients of such Approved Advisors through the Services are not considered investment advice provided by AssetLock. You should consider whether to separately consult with a professional investment adviser in making investment decisions based on the software tools provided as part of the Services.

6.         Acting As Your Authorized Agent

By accessing and using the Service, you expressly authorize and direct AssetLock, on your behalf, to electronically retrieve your account information maintained by third-party financial institutions with which you have a legally binding customer relationship (“Account Information”). AssetLock may work with one or more third party financial service technology providers to access and retrieve your Account Information.

FOR PURPOSES OF THIS AGREEMENT AND SOLELY TO OBTAIN AND PROVIDE THE ACCOUNT INFORMATION TO YOU AS PART OF THE SERVICES, YOU GRANT ASSETLOCK A LIMITED POWER OF ATTORNEY, AND APPOINT ASSETLOCK AS YOUR ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION, FOR YOU AND IN YOUR NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO ACCESS THIRD PARTY SITES, SERVERS OR DOCUMENTS, RETRIEVE INFORMATION AND USE YOUR INFORMATION WITH THE FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN CONNECTION WITH SUCH ACTIVITIES, AS FULLY TO ALL INTENTS AND PURPOSES AS YOU COULD DO IN PERSON.

YOU ACKNOWLEDGE AND AGREE THAT WHEN ASSETLOCK IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, ASSETLOCK IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF ANY THIRD PARTY. YOU AGREE THAT THIRD PARTY ACCOUNT PROVIDERS SHALL BE ENTITLED TO RELY ON THE FOREGOING AUTHORIZATION, AGENCY AND POWER OF ATTORNEY GRANTED BY YOU. You understand that the Services are not endorsed or sponsored by any third party account providers accessible through the Services.

7.         Your Electronic Disclosure Consent

To enroll for use of our Services, you must consent to receive all notices and information regarding AssetLock Services electronically. Electronic communications may be posted on our Dashboard and/or delivered to your registered e-mail address. All communications in electronic format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication. Your consent to receive communications electronically is valid until you revoke your consent by notifying us of your decision to do so. If you revoke your consent to receive communications electronically, we will terminate your right to use our Services. It is your responsibility to provide us with true, accurate and complete e-mail addresses, contact and other information related to this disclosure and to maintain and update promptly any changes in this information. We will treat your provision of an invalid e-mail address or any subsequent problems of delivery to a previously valid e-mail address as a withdrawal of your consent to receive electronic communications. You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or change the terms and conditions on which we provide electronic communications and will provide you notice thereof in accordance with applicable law.

8.         Your Registration Information

In order to use our Dashboard or any of the Services, you will first either need to create an AssetLock Account or we will supply to you a username and password or similar credentials (“Account”) through the Dashboard. To establish an Account you may need to provide personally identifiable information (“Personal Information”) that is collected on the secure enrollment page. This may include, but is not limited to, such information as your name, email address, login information, password and telephone contact information. Required registration information may change from time to time.

9.         Privacy and Your Personal Information

For more details on how your personal information will be used and protected by AssetLock, please read our Privacy Policy. This policy explains how we protect your personal information and how we can utilize your personal information to deliver the Services. Our Privacy Policy may be updated from time to time at our discretion. You will be provided with advance notice of any changes. Changes to our Privacy Policy will be effective upon posting to our Dashboard.

10.       Cost of Service

Your use of the Dashboard and related Services are currently offered free of charge but we reserve the right, in our sole discretion, to amend or change such pricing policy at any time.

11.       Data and Data Integrity

The overall integrity and quality of the data presented by AssetLock to you is an important element in providing you with a high quality and accurate picture of your personal finances. AssetLock, however, is not responsible for and cannot guarantee the accuracy or timeliness of Account Information we retrieve on your behalf directly, from third party technology providers, from third party financial institutions where your accounts are held, or from third party research/market data providers used to provide the Services. ASSETLOCK IS NOT RESPONSIBLE FOR THE FINANCIAL OR OTHER PRODUCTS AND SERVICES OFFERED BY OR ON THIRD-PARTY SITES THAT ARE DISPLAYED OR REPORTED THROUGH THE SITE OR ANY SERVICE.

AssetLock may not be able to foresee or anticipate technical or other difficulties which may result in failure to obtain data, personalization settings or other service interruptions. ASSETLOCK ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, ACCURACY, DELETION, NON-DELIVERY OR FAILURE TO STORE ANY USER DATA, INCLUDING, WITHOUT LIMITATION, ACCOUNT VALUES OR SECURITY VALUES, COMMUNICATIONS OR PERSONALIZATION SETTINGS. ASSETLOCK ENCOURAGES YOU TO PERIODICALLY CONFIRM THE VALUATION OR EXECUTION PRICE OF PARTICULAR INVESTMENTS THROUGH INDEPENDENT SOURCES, SUCH AS AN INVESTMENT ADVISER, BROKER-DEALER, CUSTODIAN, OR OTHER FINANCIAL INSTITUTION.

12.       Other Obligations While You Use the Services

Confidentiality: You agree and understand that you are responsible for maintaining the confidentiality of your Login information and password. You should also maintain appropriate antivirus and anti-malware software on your computer, so that your Login information is not compromised through your own negligence. If you receive evidence that someone has committed fraud by accessing your online AssetLock Account you must contact us IMMEDIATELY at [email protected]

Accurate and Up-to-Date Information: Our Services depend on your providing us with complete, accurate and up-to-date information, both now and in the future about yourself and your accounts. You agree to provide to us correct contact and account information, and never misrepresent to us your identity or account registration information (including, if applicable, for the use of your third-party websites and accounts).

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to provide us with advance notice if your email address has changed.

You agree that you will NOT do any of the following: (i) engage in behavior that will put your personal information at unnecessary risk, such as leaving, transmitting, or publishing your Login or passwords; (ii) use our Dashboard, Services or any of your accounts for illegal purposes, (iii) use our Dashboard or Services to transmit anything that is unlawful, libelous, intended to harass or violate the rights of another; (iv) resell or make any commercial use of the Dashboard or Services, as they are intended solely for your use as an end user; (v) reverse engineer or decompile any technology associated with the Dashboard or Services, including but not limited to any software applications, Java applets or plug-ins associated with the Services; (vi) use any robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor our Dashboard or Services or any portion thereof without our prior written consent; (vii) post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements; or (viii) transfer or resell our Dashboard or Services.

Consent to Recording. You consent to the recording of any electronic or written correspondence and any or all telephone conversations between you, us and any of our Affiliates in connection with this Agreement or the Services and agree and understand that recordings may be submitted in evidence in any legal proceeding relating to this Agreement.

13.       Confidentiality and Feedback

We always welcome your correspondence, feedback, comments, complaints and suggestions (collectively, “Feedback”) as this will help us improve our Services. As we develop the Services, you agree that all such Feedback becomes our confidential information (“Confidential Information”). In addition, any of our trade secrets, computer software, product specifications as well as any non-public technical, financial or business information that we share with you is also our Confidential Information. You agree not to disclose or share any of our Confidential Information with any third party, including, without limitation, any members of the press or colleagues. With respect to the Feedback, you grant us a worldwide, nonexclusive, royalty-free, perpetual and irrevocable right and license to use, edit and excerpt such Feedback for any purpose, including without limitation incorporation of such Feedback into our Services. Feedback may be submitted to [email protected]

14.       Third Party Software and Service Providers

To facilitate our provision of the Dashboard and Services, we license software, tools and services from third-party providers. From time to time, we may revise this Agreement as requested by our third party providers and require that you agree to additional pass-through terms with respect to such third party providers. In the event that any use of the services of such third party providers’ results in you leaving our Dashboard and entering the site of a third party provider, then you will be subject to the terms of service or use and the privacy policy of such third party provider, so please review such terms carefully. Also, when you use or access the sites of your financial services providers, you will be subject to their terms of use/service and online policies, and your use of their services constitutes your agreement to their online terms and policies.

15.       Ownership, Copyright, and Trademark

The technology and content used to offer, or provided in connection with, the Services, including but not limited to our Dashboard, browser software plug-in, are either owned by us or licensed by us from third party licensors. Such content includes the look and feel of our Dashboard, all our promotional materials, and in general include all text, graphics, photographs, illustrations, images, videos, tutorials, notices, software and other content, which is protected by the copyright law of the United States and international treaties, trademark and patent laws, and other intellectual property laws. As part of the Services, we grant you a nonexclusive, limited, royalty-free license during the term of this Agreement to use our Dashboard content strictly to facilitate your personal, non-commercial use of our Services. AssetLock and the AssetLock logo are our trademarks and service marks. All other product names and company logos found on promotional materials are the trademarks or service marks of their respective owners. Except as indicated in this paragraph, you may not copy, reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any of our content or information without our express, written consent. You also agree not to remove any of our copyright or trademark notices from the information we provide to you as part of the Services.

16.       Disclaimer of Representation and Warranty

ASSETLOCK, ITS LICENSORS AND AGENTS REPRESENT THAT THE ASSETLOCK SERVICES AND THE SITE ARE “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. ASSETLOCK, ITS LICENSORS AND AGENTS ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU, OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO THE SERVICES AND/OR THE SITE. WITH RESPECT TO THE ASSETLOCK SERVICES AND THE SITE, AND ALL CONTENT, DATA AND INFORMATION IN RELATION THERETO, ASSETLOCK, ITS LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM OUR SITE IS AT YOUR SOLE RISK.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASSETLOCK, LICENSORS AND AGENTS WILL NOT BE LIABLE FOR THE ACCURACY OR RELIABILITY OF ANY DATA, INFORMATION OR CONTENT, FOR ANY SERVICES INTERRUPTIONS, OR FOR ANY FAILURE OR DELAY RESULTING FROM ANY ACTS OF FORCE MAJEURE OR ACTS THAT ARE OTHERWISE OUTSIDE OF ASSETLOCK’S OR ITS LICENSORS’ OR AGENTS’ REASONABLE CONTROL, OR ANY INTERNET OR TELECOMMUNICATIONS FAILURE OR YOUR INABILITY TO ACCESS THE SERVICES OR THE SITE. NOR CAN ASSETLOCK OR ITS AFFILIATES, LICENSORS OR AGENTS GUARANTEE THE COMPLETE SECURITY OF THE SERVICES OR THE SITE, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. YOU AGREE THAT ANY DOWNLOADS OF CONTENT OR MATERIALS RELATED TO THE SERVICES OR THE SITE IS DONE AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF OR ACCESS TO ANY SUCH MATERIALS. IN ADDITION, WE CANNOT ALWAYS ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES WITH THE SERVICES, EITHER PRESENTLY OR AS THEY EVOLVE; THE SERVICES MAY CONTAIN BUGS, ERRORS OR OTHER PROBLEMS, WHICH MAY RESULT IN LOSS OF DATA OR SETTINGS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NEITHER ASSETLOCK NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THIS SITE.

17.       Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF ASSETLOCK, ITS AFFILIATES, LICENSORS AND AGENTS TO YOU SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). ASSETLOCK, ITS AFFILIATES, LICENSORS AND AGENTS SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR DAMAGES MEASURED BY LOST PROFITS, OR FOR DAMAGES FOR LOST OPPORTUNITY, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE LOSSES, EVEN IF ASSETLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR THE SITE; THE COST OF SUBSTITUTE GOODS OR SERVICES; ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANYONE RELATED TO THE SERVICES; THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR ANY PROVIDER OR THIRD PARTY WEBSITE, OR ANY OTHER MATTER RELATING TO THE SERVICES OR THE SITE. Some jurisdictions do not permit the limitation or exclusion of certain categories of liability, so some of the above limitations may not apply to you.

18.       Ending Your Relationship with AssetLock

This Agreement will continue to apply until terminated by either you or us as set out below. If you want to terminate your legal agreement with us, you may do so by closing your account for the Services.

Please use the directions below to close your account:

Email [email protected] from the email address associated with your AssetLock account, indicating “CANCEL” in the subject line of the message and cease using the Site and Service. Two business days after receipt of such e-mail, your legal agreement with us will terminate. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

We reserve the right to terminate our legal agreement with you (by providing an email notice of such termination): (i) if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement); (ii) if we believe we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (iii) if we no longer offer any of the Services you utilize; (iv) if you no longer agree to the terms and conditions of this Agreement; or (v) for any other reason or no reason, in our sole and absolute discretion. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

19.       Governing Law and Venue

This Agreement and any Services provided hereunder will be governed exclusively by the laws applicable in the State of Colorado, excluding its provisions on conflicts or choice of law. Subject to the arbitration provision below, you irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the state courts in Denver, Colorado or federal court for the District of Colorado with respect to any dispute or litigation arising under this Agreement or as the result of any Services.

20.       Arbitration

ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION IN DENVER, COLORADO BEFORE A SOLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO STREAMLINED ARBITRATION RULES AND PROCEDURES, AND THE ARBITRATOR SHALL APPLY THE LAWS APPLICABLE IN THE STATE OF COLORADO. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION AS SPECIFIED ABOVE UNDER “GOVERNING LAW AND VENUE.” THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. THE ARBITRATOR MAY, IN THE AWARD, ALLOCATE ALL OR PART OF THE COSTS OF THE ARBITRATION, INCLUDING THE FEES OF THE ARBITRATOR AND THE REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY, AND SHALL DETERMINE THE PREVAILING PARTY FOR THIS PURPOSE.

21.       Change of Terms

We may revise this Agreement at any time, and therefore we suggest that you check this Agreement from time to time. We may notify you of any changes at the e-mail address associated with your Account and you agree to accept email communications, links to and/or our posting of any revised Agreement on our Dashboard, and you agree that any of these means of our communicating a change in the Agreement constitutes adequate notice to you. Your continued access or use of the Dashboard or any of the Services indicates your agreement to be bound by any such revisions.

22.       Indemnification

You agree to indemnify, defend and hold us and any of our Affiliates, licensors and agents, and all of their officers, members, directors, employees, agents, information providers and licensors harmless from and against any and all third-party claims, damages, liability and costs (including attorneys’ fees and costs) incurred by any of these parties that arise out of or are caused by your use of our Services and/or our Dashboard, your violation of this Agreement, your infringement of any intellectual property rights, or violation by any user of your Account. In the event that there are third party claims against you for which you properly seek damages from us under this Agreement, or we are subject to any claim for which we have the right to be indemnified by you, we reserve the right at our expense in the case of claims by third parties against you, and at your expense in the case of claims for which we have the right to be indemnified by you, to assume the exclusive defense and control of any such claim, and you agree that in any event no such claim can be settled without our written consent.

23.       Not a Financial, Legal or Tax Advisor

Neither we nor our Services give, offer or render financial, tax or legal advice. Before making financial, investment, or tax decisions, we recommend that you contact an investment advisor, or tax or legal professional.

24.       Assignment

We have the right to assign or transfer this Agreement, in whole or in part, to any other entity without your consent, at any time during the term of this Agreement. You will be notified of any such assignment or transfer. You have no right to assign or transfer this Agreement or your rights or obligations hereunder.

25.       Waiver and Severability

We do not waive our rights by delaying or failing to exercise them at any time. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected.

26.       Section Headings

Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation of any provision of this Agreement.

  • 27.       English Language Controls

Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

  • 28.       Entire Agreement.

The Agreement, including the separate Privacy Policy and any other documents referred to herein, represents the entire understanding between both you and us regarding the Services and the subject matter hereof and supersedes any prior statements or representations. In the event of a conflict between the terms of this Agreement and the terms of an exhibit, amendment, schedule, addendum or disclosure, the terms of the exhibit, amendment, schedule, addendum or disclosure shall prevail but, solely as to the subject matter herein.

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