Online Services Agreement
This Online Services Agreement (“Agreement”) is between the entity that accepts this agreement (“you”) and Wealth Management Systems Inc. ("WMSI", “us”, or “we”).
A. Entire Agreement.
In the event of any conflict or inconsistency between the Agreement and any written license and services agreement or subscription agreement between us and any user, the provisions of the applicable license and services agreement or subscription agreement shall prevail.
B. Purchase of Services.
Through this website (the “Site”), WMSI provides financial education and related information and software products and services (each individually referred to as a “Product” and collectively referred to as “Services”). As a client of WMSI, you agree to purchase and pay for Products and Services, in each case on the terms and subject to the conditions set below.
We grant you a non-exclusive, non-transferable, worldwide, and limited right to access and use the Services. These rights are (1) non-perpetual unless explicitly stated otherwise and (2) conditional on your continued compliance with the terms of this Agreement, including payment for the Products. We reserve all rights not expressly granted to you in this Agreement, including any rights by implication or otherwise.
1. The Products and Services are intended for informational purposes only. The views expressed in the Products, which include but are not limited to educational and related publications, constitute the judgment of the author(s) as of the publication date and are subject to change without notice. Any unauthorized use, duplication, redistribution, or disclosure is prohibited by law and will result in prosecution. No features of the Products or Services are intended to constitute an offer or solicitation with respect to the purchase or sale of any security.
2. You are responsible for any and all content and communications that you publish or post on the Site or submit to WMSI or any user of the Site, and for the consequences of its publication and use, including, but not limited to, newsletters, charts, articles, links to websites (collectively, the "Content").
3. You represent and warrant that you have the right to publish and display any Content you publish or post on the Site or submit to WMSI or any user of the Site, and that such Content does not and will not infringe upon or violate any copyright, trademark, or other intellectual property rights of others, any applicable law or regulation or any privacy, publicity, or other personal rights of others. You agree to indemnify and hold WMSI and its affiliates harmless from, and against, any expense, liability, claim, or loss that results from any claims arising out of the publication or delivery of your Content.
4. WMSI has no responsibility for the Content or any messages or information posted by users, or for the content of information of third parties on the Internet, even if accessed through the Site. WMSI reserves the right, in its sole discretion (but shall have no obligation), to reject or cancel the publication or delivery of any Content for any reason at any time or to modify, reject, remove, or edit any Content on the Site for any reason, without notice. Without limiting the generality of the authority prescribed in the preceding sentence, WMSI reserves the right, in its sole discretion, to modify, reject, remove, or edit any Content which it deems to be unacceptable, unlawful, distasteful, immoral, unethical, offensive, discriminatory, objectionable, or otherwise in violation of any provision of this Agreement or which it believes may create liability for WMSI or may cause WMSI to lose any clients or customers or the services of its service providers or any other suppliers. Any decision by WMSI to modify, reject, edit or remove any Content shall be final, binding, and not subject to debate or refund. WMSI will not be liable for any claims or damages related to exercising, or failing to exercise, its right to modify, edit, remove, reject, or cancel publication or delivery of any Content.
E. Authorized Users: Password Protection.
To access Services delivered on the Site, you will establish a unique username ("Username") and a unique password ("Password") when creating an account, which will enable you (and only you) to access and use the Services. You will be solely responsible for the security of Usernames and Passwords and you agree to comply with the procedures specified by WMSI from time to time regarding using and updating Usernames and Passwords to the Site. You are responsible for maintaining the confidentiality of your Username and Password and you will be subject to termination of access and/or additional fees if you share your Username and/or Password without the express written consent of WMSI.
F. Can Spam Act.
To the extent applicable, you agree to comply with the Can Spam Act of 2003, and to include in your Content all information required for compliance (including your physical address, valid instructions to opt-out of any future communications by you, and other information required by law as may be amended from time to time).
G. Fees; Payment Terms.
1. Fees. The fees payable by you hereunder are set forth in the Agreement or, in the case of online ordering, are as presented to you within the Site.
2. Payment/Timing. All amounts required to be paid to WMSI hereunder shall be paid in U.S. dollars or by credit card at the time of purchase or within thirty (30) days from the date of the applicable WMSI invoice, if invoice payment is permitted by WMSI. All amounts due hereunder are net amounts, and you agree that you will be responsible for all sales, use, or services taxes of any kind, with the exception of taxes due on WMSI income. Payments which are not received within the stated time period may be subject to an interest charge equal to the greater of one and one half percent (1½%) per month, or the maximum amount allowed by applicable law. WMSI has no obligation to refund any fees received under any circumstances, except as otherwise expressly provided in this Agreement.
3. Credit Verification. You agree to provide WMSI with such credit information as WMSI may request from time to time to substantiate the extension or continuation of payment terms hereunder, and authorize WMSI at any time and from time to time to obtain credit information about you from trade and bank references, consumer credit agencies, and other credit sources.
H. Term and Termination.
1. Term. The Term of this Agreement (the "Initial Term") commences upon the effective date of the mutually signed Agreement or, in the case of online ordering, the day you complete your transaction and purchase the Services. The Initial Term and any renewal terms of the mutually signed Agreement expire in accordance with the terms of the Agreement, or in the case of online ordering, on the date indicated on your transaction confirmation page (which you will receive following the online purchase of the Services), unless sooner terminated as provided herein.
2. Termination. If you breach any provision of this Agreement, WMSI may, at its option and without notice, (i) immediately discontinue and terminate your access to and use of the Services and/or (ii) pursue any and all other available remedies. In addition, WMSI may, at its option and without notice, discontinue and terminate your access to and use of the Services without cause, for any reason or for no reason. In the event of a termination by WMSI for any reason other than breach by you of this Agreement, you will be entitled to a refund of any prepaid but theretofore unapplied fees. Upon any termination for any reason, you will immediately cease all use of the Services.
3. Survival of Terms. The terms specified within Sections 3, 4, 6, 8, 9, 10, and 13 will survive expiration or termination of the Agreement.
I. Other General Terms.
2. You agree to keep the pricing, terms, conditions, and contents of your agreement with WMSI confidential and will not publicize or disclose the pricing, terms, conditions, or contents of it to any third party without the prior written permission of WMSI.
3. You may not assign this agreement or any rights granted herein without the express written consent of WMSI.
J. Logo and Name Usage.
You grant to WMSI the right to cite your company as a WMSI client, and to use or display your company's name or logo on the Site. In addition, you hereby grant to WMSI the right to use and display your company's name and logo in promotional materials provided that all uses are consistent with any and all branding or usage guidelines provided by you to, with written confirmation of receipt by, WMSI.
K. Limitation of Liability.
THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WMSI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WMSI MAKES NO WARRANTY THAT (I) THE SITE, THE SERVICES, OR ANY RELATED SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SITE OR THE SERVICES WILL BE CORRECTED, (IV) THAT THE SITE OR THE SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SITE OR THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (V) ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE SITE OR THE SERVICES OR ANY SITE CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IN NO EVENT SHALL WMSI BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND -- INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA -- ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, REGARDLESS OF WHETHER WMSI KNEW OF THE POSSIBILITY THEREOF. WMSI 'S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF ALL FEES PAID BY YOU TO WMSI HEREUNDER DURING THE THREE (3) MONTH PERIOD PRECEDING THE IMPOSITION OF LIABILITY, OR (B) $100.00.
No waiver of any provision of this Online Services Agreement by WMSI shall be effective unless in writing signed by an authorized representative of WMSI. The waiver by WMSI of a breach or violation of any provision of this Online Services Agreement shall not constitute a waiver by WMSI of any succeeding breach of the same or other provision; nor shall any delay or omission on the part of WMSI to exercise or avail itself of any right, power, or privilege that it has or may have hereunder operate as a waiver of any such right, power or privilege by WMSI. Any provisions of this Online Services Agreement that may be invalid shall not affect the validity of enforcement of the remaining valid terms of these Terms of Service.
This Agreement (1) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous oral or written arrangements or understandings relating thereto, (2) will be governed by the laws of the State of New York, and (3) may not be assigned by you, in whole or in part, directly or indirectly, by operation of law or otherwise. The terms and conditions of this Agreement may not be amended or waived without the prior written consent of WMSI. WMSI reserves the right to amend or modify these terms and conditions, the Site and/or the Services at any time and from time to time without notice. You should consult WMSI to determine whether any such changes have been made.
Last revised December 4, 2013