By using Fi360 products you agree to the terms of this end user license agreement
End User License Agreement
Fi360 Technology Products
This End User License Agreement ("User Agreement") is an agreement between you (“User”), as an individual person, executing this User Agreement for yourself and, if authorized, on behalf of a corporation, partnership or other entity (“Entity” or collectively “Entities”) that has purchased and is authorized to use one or more of FI360 or its affiliates’ technology products (hereinafter collectively the “Products”), and FI360, Inc. (“FI360”), a Delaware corporation. By purchasing and/or accessing the FI360 Products you indicate your acceptance of this User Agreement, and, unless otherwise provided for in a separate agreement between FI360 and a commercial enterprise (“Entity Agreement”) through which you have obtained a discount on Products, are making this purchase, or are otherwise accessing the Products, your use of the Products will be subject to the terms and conditions of this User Agreement. To the extent there is any conflict, the separate Entity Agreement shall prevail.
USER ACKNOWLEDGES THAT THIS USER AGREEMENT WILL TAKE EFFECT AT THE TIME THE USER BEGINS USING THE PRODUCTS, THEREBY INDICATING ACCEPTANCE OF THIS USER AGREEMENT, AND SHALL CONTINUE UNTIL CANCELLED BY EITHER USER OR FI360. BY AGREEING TO THE TERMS OF THIS USER AGREEMENT, TO THE EXTENT USER IS AN INDIVIDUAL CUSTOMER THAT HAS MADE INDIVIDUAL PAYMENT ARRANGEMENTS WITH FI360 DIRECTLY, USER HEREBY CONSENTS TO AUTOMATIC PAYMENT FROM USER’S METHOD OF PAYMENT (I.E., CREDIT CARD) AT THE RECURRING INTERVALS (I.E., MONTHLY, QUARTERLY OR ANNUALLY) SPECIFIED BY USER AT THE TIME OF USER’S INITIAL PAYMENT. FI360 RESERVES THE RIGHT TO REQUIRE USER TO PAY ON A RECURRING QUARTERLY OR ANNUALLY BASIS IN ADVANCE. IF USER CANCELS HIS OR HER SUBSCRIPTION BUT REINSTATES THE SUBSCRIPTION AT A LATER DATE, FI360 RESERVES THE RIGHT TO CHARGE A REINSTATEMENT FEE. USER MAY CONTACT FI360 BY PHONE AT 1-844-394-9960, MONDAY THROUGH FRIDAY, 8:00 A.M. TO 6:00 P.M. EASTERN, OR BY E-MAIL AT ANY TIME AT SUPPORT@FI360.COM, OR BY US MAIL AT FI360 INC., 3 PENN CENTER WEST, SUITE 400, PITTSBURGH, PA 15276, IF USER WANTS TO CANCEL USER’S SUBSCRIPTION HEREUNDER. USER ALSO ACKNOWLEDGES THAT FI360 RESERVES THE RIGHT TO REMOVE USER’S DATA FROM THE PRODUCTS UPON USER’S CANCELLATION OF HIS OR HER SUBSCRIPTION OR TERMINATION OF USER’S SUBSCRIPTION BY FI360. FI360 RESERVES THE RIGHT AT ANY TIME AND FOR ANY REASON IN ITS SOLE DISCRETION TO DENY THE USER ACCESS TO THE PRODUCTS OR ANY PORTION THEREOF AND TO TERMINATE THIS USER AGREEMENT WITHOUT NOTICE. IF REQUIRED UNDER STATE LAW, FI360 WILL REFUND RECURRING SUBSCRIPTION FEES THAT WERE CHARGED TO USER AS LONG AS USER NOTIFIES FI360 WITHIN SIXTY (60) DAYS AFTER THE CHARGE WAS MADE THAT USER DID NOT WISH TO CONTINUE HIS OR HER SUBSCRIPTION.
FI360 RESERVES THE RIGHT TO CHANGE, MODIFY, UPDATE OR REVISE THE TERMS OF THIS USER AGREEMENT AT ANY TIME. FI360 WILL POST ANNOUNCEMENTS REGARDING CHANGES, MODIFICATIONS, UPDATES OR REVISIONS IN A VISIBLE AREA OF YOUR USER SITE. USER IS ENCOURAGED TO REVIEW THOSE UPDATES. USER’S CONTINUED USE OF THE PRODUCTS AFTER ANY CHANGE TO THIS USER AGREEMENT WILL INDICATE USER’S ACCEPTANCE OF THE REVISED TERMS OF THIS USER AGREEMENT.
- Grant of License. The Products are provided by FI360 or one of its affiliates to User. This User Agreement provides User with a single, limited, revocable, nonexclusive, nontransferable license for the term of this User Agreement to use the Products and reports and materials produced through and from the Products (“Reports”) for business purposes in the United States only and conditioned on User's continued compliance with this User Agreement. User shall be deemed to have reaffirmed his or her acceptance of this User Agreement with each use of the Products.
- Unless provided otherwise in your Entity Agreement, the Products should not be used by anyone other than User. The Reports should not be copied or distributed to any third party except as provided below in this User Agreement. Notwithstanding the foregoing and except as otherwise expressly permitted in this User Agreement or the related Entity Agreement, User may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, reverse-engineer, export, sublicense, rent, sell or otherwise use the Products or Reports.
- User may:
- use the Products and print and download Reports solely for User’s investment advisory or consulting business purposes.; and
- distribute Reports to User’s clients solely for the purpose of providing investment advisory or consulting services or service proposals.
- Prohibited uses of the Products and Reports outside the scope of this User Agreement for which additional and/or separate licenses and special use agreements must be requested by User include, but are not limited to (with the exception of permissions found in a related Entity Agreement):
- Use by a salesperson or employee of a service provider firm, such as a recordkeeper, asset management firm or mutual fund company in printing, producing, or preparing Reports and delivering them to investment advisors or other investment professionals;
- Use of Products, Reports, or information extracted from the Products or Reports as a part of a general mailing or other mass communications, such as advertisements;
- Use of the Reports or information extracted from the Reports as part of a third party Website, newsletter or other publication; or
- Modifying, copying, or extracting information from the Products or Reports for external use in third-party materials, including but not limited to sales and marketing materials, reports, charts, tables, graphs, spreadsheets, and similar documents and materials.
- User warrants to FI360 that User will not use the Products and Reports for any purpose that is unlawful or prohibited by this User Agreement and User will comply with any applicable local, state, national, or international laws or regulations when using the Products and Reports.
- Intellectual Property Rights; Ownership.
- FI360 or its content providers are the sole owner(s) of the content of the Products and Reports, including any adaptations or copies thereof, and the associated intellectual property rights. FI360 and its content providers claim U.S. and foreign copyright ownership with respect to the contents of the Products and Reports. Where copyright notices and other proprietary legends are produced in the Reports, User shall provide for the reproduction of such notices and legends in the form and manner in which they appear.
- FI360 and all other names, logos, and icons identifying FI360's products and services are proprietary marks of FI360, and any use of such marks without the express written permission of FI360 is strictly prohibited. Other product and company names mentioned in this User Agreement are the trademarks of their respective owners.
- All material contained in the Products and Reports, unless otherwise indicated, is protected by law including, but not limited to, United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, FI360 does not grant any express or implied right to Users of the Products under any patent(s), copyright(s), trademark(s), or trade secret(s). Accordingly, unauthorized use of the Products or Reports may violate copyright laws, trademark laws, trade secret laws, the laws of privacy and publicity, and other regulations and statutes.
- Confidentiality; Data Privacy.
- Confidential Information. “Confidential Information” shall mean all information designated by a party as confidential and that is disclosed by either party to the other party, regardless of the form of disclosure, and shall be deemed to include, without limitation, the FI360 Products, the Reports, User’s personal information, all information relating to FI360 offerings, business plans, pricing, products, security policies and processes, inventions, procedures, methods, designs, source and object code, data, programs, improvements and other works of authorship of the disclosing party. Except as necessary to perform its obligations hereunder and as otherwise expressly set forth herein, neither party will disclose the other party’s Confidential Information to any third party without express authorization and shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, contractors or consultants. The terms of confidentiality under this User Agreement will not limit either party’s right to independently develop or acquire products, software or services without use of or reference to the other party’s Confidential Information. Confidential Information does not include information that the receiving party can establish: (i) has entered the public domain without the receiving party’s breach of any obligation owed to the disclosing party; (ii) has been rightfully received by the receiving party from a third party without confidentiality restrictions; (iii) is known to the receiving party without any restriction as to use or disclosure prior to first receipt by the receiving party from the disclosing party; (iv) has been independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (v) is aggregated/anonymized data. Restrictions on use or disclosure of Confidential Information do not apply to use or disclosure authorized in writing by the disclosing party. If the receiving party is required to disclose the disclosing party’s Confidential Information by law or a governmental authority, including pursuant to a subpoena or court order (a “Disclosure Order”) such Confidential Information may be disclosed, provided that the receiving party, where practicable and legally permissible, (a) reasonably notifies the disclosing party of the disclosure requirement (if permissible), (b) cooperates with the disclosing party’s reasonable efforts to resist or narrow the disclosure and to obtain an order or other reliable assurance that confidential treatment will be accorded the disclosing party’s Confidential Information (if permissible) and (c) furnishes only Confidential Information that the party is legally compelled to disclose.
- FI360 considers data of the User to be private and operates the Products by using standard procedures to keep any collected information and data confidential, subject to certain exceptions set forth herein.
- FI360 may share the User’s name and e-mail address with any firm at which the User is employed or with which the User is otherwise associated (i.e., Franchisee Investment Representative, Independent Contractor Representative, Employee Broker Dealer, etc.) or with a firm through whom User is obtaining access, realizing a discount or making the purchase of the FI360 Products hereunder. Additionally, Fi360 may share User’s name, address, phone number, broker-dealer affiliation, designations held, e-mail address and related information with Fi360’s third party business affiliates, vendors and partners for the purposes of evaluating enhancements to Fi360’s portfolio of products and services that may be appropriate and beneficial to User, including receiving enhanced data from authorized 3rd parties.
- Except as provided otherwise herein, FI360 will keep User and User’s client information confidential and FI360 will not share, rent, distribute or otherwise disseminate User or User’s client information with third parties outside of FI360’s company or directly related affiliates, subcontractors or agents who may provide related goods and services to User. Notwithstanding the foregoing, FI360 reserves the right to use, recognize, record and share anonymized or aggregated, non-personal information about the usage of its Products and Reports in order to continually update Products and/or share that anonymized or aggregated information with third party providers that may be of interest to Users or their Entities.
- Personal Data. If the delivery or performance of any applicable FI360 Products involves processing by FI360 of any personal data for which User is responsible, then this section shall apply. In accordance with the definitions of applicable law on the protection of personal data, User shall be deemed the controller of personal data and FI360 shall be deemed the processor of personal data. Each of User and FI360 shall comply with applicable law on the protection of personal data for the purposes of this User Agreement. User shall provide FI360 with reasonable instructions on the processing of personal data and FI360 shall comply with such reasonable instructions. User warrants that it has all necessary approvals from any relevant personal data subjects and shall indemnify and hold FI360 harmless from any third party claims, losses or liabilities arising from or in connection with User’s breach of the foregoing. FI360 shall implement appropriate technical and organizational security measures for the processing of personal data under this User Agreement. Such measures shall be subject to an appropriate level of security having regard to the technical possibilities available, the implementation cost for such measures, the specific risks connected with the processing of the data in question and the sensitivity level of the data in question. For the purposes of fulfilling its contractual obligations to User, FI360 may transfer personal data for which User is responsible to other FI360 affiliates, agents or subcontractors located in and/or outside of the country or countries in which User operates.
- As FI360 provides web-based analytical and reporting services. FI360 reserves the right to modify, upgrade, replace, bundle and/or enhance your Product(s) (“Enhancement”), without additional charge to you for the Enhancement, during the term of the Entity Agreement or the User Agreement. Further, FI360 reserves the right to collect, aggregate and use information pertaining to the generic investment monitoring activity of FI360 Products’ Users for the purposes of merging this anonymous data, which shall not contain User or Client data or any personally identifiable information (“PII”), into observations, reports or algorithms which will enable FI360 to continue to provide timely and upgraded current and new products and services.
- FI360 reserves the right to delete and purge User’s account and other data if any of the following occurs: (i) FI360 receives notice from the Entity with whom User was associated with or employed by that the User is no longer associated with that Entity and should no longer have access to the account data; (ii) User’s account is not active for a period of one month; (iii) User breaches any component of this User Agreement; or (iv) User cancels his or her subscription. User’s sole recourse for (i) and (ii) above shall be directly with the Entity with which User is or was associated.
- FI360 reserves the right to place limits on, and to monitor, User’s usage of the Products. Any use by a User in excess of the limits established by FI360 and communicated to User may result in the imposition of additional fees and/or a requirement that the User upgrade to an Entity license.
- For subscriptions to FI360’s RFP Director Product: FI360 may, in its discretion, make RFP information available for up to one year and shall have the right to impose limits on the size of files that may be uploaded at any time in FI360’s sole discretion.
- Username and Password Policy. Use of the Products requires both a Username and Password. Each Username and corresponding Password can only be used by User and may not be shared with anyone. The User agrees to assume sole responsibility for the security of their Username and Password issued by FI360. Unless expressly approved in writing by FI360 in advance, a Password is valid for use only in the country in which it is issued. A Username and Password are subject to cancellation or suspension by FI360 at any time, including upon nonuse for such period as FI360 may determine, and reissuance or reactivation of such Username and Password may be subject to FI360's standard charges. If the User believes that any Username or Password are being used by someone other than an authorized User, the User must notify FI360 immediately.
- Products Monitoring. Actual or attempted unauthorized use of the Products may result in criminal or civil prosecution. For the User's protection, FI360 reserves the right to view, monitor, and record activity on the Products without notice or permission from the User. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity related use of the Products. Fi360 will also comply with all court orders involving requests for such information.
- No Recommendations or Investment Advice.
- The information in the Products and Reports is not a recommendation, offer, or solicitation to purchase or sell any security or investment product or service, nor shall any such security, product, or service be recommended, offered, purchased from, or sold to any person, in any jurisdiction in which such recommendation, offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction. The information in the Products and Reports is also not a recommendation, endorsement, or solicitation for any investment advisor, investment manager, or other investment professional or firm or its services. Further, the Products are not intended to provide fiduciary advice or compliance guarantees as is or may be future defined under the laws, statutes, rules or regulations of the U.S. Securities and Exchange Commission or the U.S. Department of Labor. All financial and investment information in the Products and Reports, as well as reference materials or links to other Web sites, are for general informational and research purposes only, and is not intended to be relied upon for transactional or other purposes.
- Past performance of any security or investment manager is not an indication of future performance.
- FI360 does not offer advice regarding the quality or suitability of any investment or of any investment manager for a particular client and assumes no responsibility or liability for any investment decisions or advice, treatment, or services rendered by the User reliant upon or developed in part utilizing the Products or Reports. FI360 shall not have any liability for investment recommendations or decisions made by User or User's clients, based upon, or the results obtained from, the Products or Reports.
- Content Provider Notices (Content capitalized at Content Providers’ Requests).
- MORNINGSTAR, INC. CERTAIN OF THE INFORMATION CONTAINED IN THE PRODUCTS AND REPORTS: (1) IS PROPRIETARY TO MORNINGSTAR INC. AND/OR ITS CONTENT PROVIDERS; (2) MAY NOT BE COPIED OR DISTRIBUTED; AND (3) IS NOT WARRANTED TO BE ACCURATE, COMPLETE OR TIMELY. NEITHER MORNINGSTAR NOR ITS CONTENT PROVIDERS ARE RESPONSIBLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE OF THIS INFORMATION. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
- RUSSELL INVESTMENTS. CERTAIN OTHER INFORMATION CONTAINED IN THE PRODUCTS AND REPORTS IS PROPRIETARY TO RUSSELL INVESTMENTS AND MAY NOT BE COPIED OR DISTRIBUTED. RUSSELL’S PUBLICATION OF THE RUSSELL INDEXES IN NO WAY SUGGESTS OR IMPLIES AN OPINION BY RUSSELL OR ITS THIRD PARTY LICENSORS AS TO THE ATTRACTIVENESS OF INVESTMENT IN ANY OR ALL OF THE SECURITIES UPON WHICH THE RUSSELL INDEXES ARE BASED.
- MSCI, INC. ADDITIONAL PRODUCT AND REPORT INFORMATION IS PROPRIETARY TO MSCI, INC., WITH RESPECT TO MSCI, INC. THE DATA ARE PROVIDED TO USER ON AN "AS IS" BASIS. DISTRIBUTOR, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). DISTRIBUTOR, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
- msci, inc. (CONTINUED). ADDITIONALLY, REGARDING MSCI, INC., USER ASSUMES THE ENTIRE RISK OF ANY USE USER MAY MAKE OF THE DATA. IN NO EVENT SHALL DISTRIBUTOR OR FI360 OR THEIR INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO USER, OR ANY OTHER THIRD PARTY, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS USER AGREEMENT OR THE INABILITY OF THE CUSTOMER TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF DISTRIBUTOR, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
- BOFA. MOREOVER, ADDITIONAL PRODUCT AND REPORT INFORMATION IS PROPRIETARY TO MERRILL LYNCH (BOAML / BOFA). BOFA MERRILL LYNCH IS LICENSING THE BOFA MERRILL LYNCH INDICES AND RELATED DATA "AS IS," MAKES NO WARRANTIES REGARDING SAME, DOES NOT GUARANTEE THE SUITABILITY, QUALITY, ACCURACY, TIMELINESS, AND/OR COMPLETENESS OF THE INDICES OR ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM, ASSUMES NO LIABILITY IN CONNECTION WITH THEIR USE, AND DOES NOT SPONSOR, ENDORSE, OR RECOMMEND FI360 OR ANY OF ITS PRODUCTS OR SERVICES.
- CITIGROUP INDEX, LLC. CERTAIN PRODUCT AND REPORT INFORMATION IS ALSO PROPRIETARY TO CITIGROUP INDEX LLC, AND CITIGROUP INDEX LLC MAKES NO WARRANTIES AND USER ASSUMES THE ENTIRE RISK OF ANY USE USER MAY MAKE OF THE DATA. NO DISTRIBUTION IS PERMITTED. PRODUCT AND REPORT INFORMATION AS PROVIDED BY CITIGROUP INDEX LLC IS FOR INFORMATIONAL PURPOSES ONLY.
- STANDARD AND POOR’S FINANCIAL SERVICES LLC. FINALLY, CERTAIN PRODUCT AND REPORT INFORMATION IS PROPRIETARY TO STANDARD & POOR’S FINANCIAL SERVICES LLC. S&P DISCLAIMS ANY WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED. A REFERENCE TO A PARTICULAR INVESTMENT OR SECURITY, A CREDIT RATING, OR ANY OBSERVATION CONCERNING A SECURITY OR INVESTMENT PROVIDED IN THE S&P SERVICE(S) IS NOT A RECOMMENDATION TO BUY, SELL, OR HOLD SUCH INVESTMENT OR SECURITY OR TO MAKE ANY OTHER INVESTMENT DECISIONS.
- CUSIP GLOBAL. NEITHER CUSIP GLOBAL SERVICES (“CGS”), AMERICAN BANKERS ASSOCIATION (“ABA”) NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO SUBSCRIBER/USER ON AN “AS IS” BAASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, EXCEED THE FEE PAID BY SUBSCRIBER/USER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
- Links to Other Sites. FI360 may provide links, in its sole discretion, to other Web sites for the convenience of the User in locating related information and services and regarding related vendors that may be of interest to User in FI360’s sole discretion. These Web sites have not necessarily been reviewed by FI360 and are maintained by third parties over which FI360 exercises no control. Accordingly, FI360 expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party Web sites and User’s use of any such third party Web sites is at the User’s sole risk. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.
- Force Majeure. Users expressly absolve and release FI360 from any claim of harm resulting from any cause beyond FI360's control which affects FI360’s ability to meet any obligations under this User Agreement, including without limitation any failure to continuously provide the Products for a given time period, , failure of electronic or mechanical equipment or communication lines, telephone or other internet problems, computer viruses, unauthorized access, theft, operator errors, terrorist activity, governmental actions, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions. Fi360 uses commercially reasonable efforts to resolve connectivity challenges as soon as practicable following any Force Majeure event.
- WHILE FI360 ENDEAVORS TO PROVIDE THE MOST ACCURATE, UP-TO-DATE INFORMATION AVAILABLE, THE INFORMATION, PRODUCTS, AND SERVICES AVAILABLE IN THE PRODUCTS AND REPORTS MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MOREOVER, FI360 MAY MAKE MODIFICATIONS OR CHANGES TO THE PRODUCTS OR REPORTS AT ANY TIME, FOR ANY REASON.
- THE USER ASSUMES THE SOLE RISK OF MAKING USE OR RELYING ON THE INFORMATION IN THE PRODUCTS OR REPORTS.
- FI360 MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE PRODUCTS OR REPORTS. THE PRODUCTS AND REPORTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY.
- TO THE GREATEST EXTENT PERMITTED BY LAW, FI360 SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS USER AGREEMENT OR THE USE OF THE PRODUCTS OR REPORTS OR WITH THE DELAY OR INABILITY TO USE THE PRODUCTS, OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCTS OR REPORTS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF FI360 HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
- ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, THE TOTAL AGGREGATE LIABILITY OF FI360 FOR ANY REASON WHATSOEVER RELATED TO THIS USER AGREEMENT OR THE USE OF THE PRODUCTS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY USER TO FI360 FOR THE PRODUCTS FOR THE TWELVE (12) MONTH PERIOD PRECEDING ANY CLAIM.
- User Obligation. User agrees to defend, indemnify, and hold harmless FI360 and its affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from User's use of the Products and Reports, and any breach by User of this User Agreement or other improper act or omission. In particular, User agrees to indemnify and hold FI360 harmless from any claim by any client of User alleging or resulting from the failure by the User to exercise its fiduciary duties, if applicable, with respect to the client's account.
- FI360 Obligation. In the event of a third party claim of infringement related to the Products, FI360, in its sole discretion, may elect: (i) to procure for User the right to continue to use the Products; (ii) to replace, at FI360’s cost, the Products, or any portion thereof, with a substitute product that functions substantially in accordance with the applicable specifications; (iii) to modify the Products so that they do not infringe or misappropriate, provided that the Products, as modified, continue to perform substantially in accordance with the applicable specifications; or (iv) to terminate this User Agreement and to pay to User a refund of any prepaid but unaccrued fees through the remainder of the applicable subscription period. This Section sets forth FI360’s entire obligation to User with respect to any claim of infringement or misappropriation.
- Governing Law. This User Agreement has been made in and will be construed and enforced in accordance with the internal substantive laws of the Commonwealth of Pennsylvania, as applied to agreements entered into and completely performed in Pennsylvania and without regard to its conflicts of laws provisions. However, nothing in this User Agreement will be construed contrary to the Investment Advisers Act of 1940, as amended, or any rule or order of the U.S. Securities and Exchange Commission under that Act. Any action to enforce this User Agreement brought by User will be brought in the federal or state courts presiding in Pennsylvania and all parties to this User Agreement expressly agree to be subject to the jurisdiction of such courts. The Products are controlled and operated by FI360 from its offices within the United States.
- Assignment. User may not assign, sub-license or otherwise transfer its rights, duties or obligations under this User Agreement without the express written consent of FI360. FI360 may assign this User Agreement to any affiliate or in connection with a reorganization, merger, acquisition or sale of all or substantially all of FI360’s assets.
- Compliance with Regulations. User is solely responsible for obtaining Financial Regulatory Authority (“FINRA”), U.S. Securities & Exchange Commission (“SEC”), or other regulatory approval for use of the Reports, as applicable and when required. While FI360 attempts to ensure that the Reports are compliant with federal rules and regulations, FI360 has no direct obligation with respect to regulatory compliance and disclaims all representations, warranties and liability associated with regulatory compliance.
- Waiver. Failure to insist on strict performance of this User Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by FI360 of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
- Severability. If any part of this User Agreement is determined to be invalid or unenforceable pursuant to applicable law by a court of competent jurisdiction including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then such provision shall be deemed limited and restricted to the extent that such court shall deem it to be enforceable, and as so limited or restricted shall remain in full force and effect. In the event that any such provision or provisions shall be deemed wholly unenforceable, the remaining provisions shall remain in full force and effect.
- No Relationship. No joint venture, partnership, employment, or agency relationship exists between the User and FI360 as a result of this User Agreement or User's utilization of the Products.
- Export Control. User shall not distribute, redistribute or otherwise transfer the Products (or any component thereof) or any User data (i) into (or to a national or resident of or to the government of) Cuba, Iran, North Korea, Sudan, Syria, Burma (Myanmar), Libya or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment or provision of services, goods, technology or software; or (ii) to anyone on or acting on behalf of or owned or controlled by an entity on the Specially Designated Nations and Blocked Persons List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (the “SDN List”) or the U.S. Commerce Department’s Denied Persons List or Entities List (collectively with the SDN List, the “U.S. Prohibited Party Lists”).
- Headings. The headings and numbering used in this User Agreement are for reference purposes only and will not in any way limit or affect the meaning or interpretation of any of the terms hereof.
- Entire Agreement. This User Agreement represents the entire agreement between the User and FI360 with respect to use of the Products and Reports. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this User Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this User Agreement.
By using the Products, you agree to the terms and conditions of this User Agreement.
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User Agreement updated May 1, 2019
3 Penn Center West, Suite 400
Pittsburgh, PA 15276