InvestorKeep Terms of Service
Last Updated on January 15th, 2019
This TERMS OF SERVICE Agreement (the 'Agreement') describes rights and responsibilities when using investorkeep.com, a wealth management monitoring and analysis service (the 'Service'). This Agreement is a binding contract that a customer who uses the Service (a 'Customer' or 'you') enters into with InvestorKeep, Inc. ('InvestorKeep,' 'Company', 'we', 'us,' 'our' or similar terms) as of the date you click 'I accept' (or any similar) button when you sign up to use the Service. You understand that by entering into this Agreement, you are agreeing to provide us with access to information owned by you.
BY CLICKING THE 'I ACCEPT' (OR ANY SIMILAR) BUTTON OR BY ACCESSING OR USING THE SERVICE, CUSTOMER ACCEPTS THIS AGREEMENT AND ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ITS TERMS. THIS AGREEMENT RQEUIRES ALL DISPUTES TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE ARBITRATION CLAUSE APPEARS IN SECTION 19 OF THIS AGREEMENT.IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MAY NOT USE THE SERVICE.
Access. Provided that Customer complies with the terms and conditions of this Agreement, we will provide the Service to Customer. In order to access the Service by organizational Customers, the employees and contractors ('Users') will set up login credentials. If Customer is an individual, then such setup will only include yourself and one (1) set of login credentials. For purposes of this Agreement, 'User' refers to either a Customer employee or contractor (for Customers that are organizational entities) or to yourself as an individual, depending on how you registered for the Service. Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. Customer will make sure that each User agrees to provide all information reasonably requested by us to confirm the identity of each User prior to such User logging into the Service. Customer's right to use and access the Service is limited to the number of Users permitted when Customer signed up to use the Service. If there are other restrictions or capacity limitations within this Agreement, or noted within the Service, Customer agrees to only use and access the Service in compliance with those restrictions and capacity limitations. Customer is responsible for: (a) ensuring that Users are aware of and bound by obligations and restrictions consistent with this Agreement; (b) ensuring the security and confidentiality of all User login credentials for the Service; (c) preventing unauthorized access to, or use of, the Service through its User's accounts; (d) all activities of Users that occur under User's accounts; and (e) notifying us promptly of any unauthorized use of the Service or any breach, or attempted breach, of security of the Service. Notwithstanding anything to the contrary in this Agreement, the Service including all storage of Customer Data (as defined below) by or on behalf of us, will be provided solely from within, and on computers, systems, networks and other infrastructure located in the United States and Customer is solely responsible for obtaining any necessary consents from Users if necessary for the transfer of the Customer Data into or out of the United States in order for such User to use and access the Service. Any Users using the Service outside of the United States do so completely at Customer's own risk. Customer acknowledges and agrees that the Service is a software-as-a-service offering and there are no circumstances under which Customer is entitled to receive a copy of the software underlying the Service (the 'Software'). If you receive evidence that someone has improperly accessed your account, you must contact us immediately at email@example.com. The contents of the Service and our Software and technology utilized to provide the Service are protected under United States and other applicable copyright, trademark, and other intellectual property laws. As part of the Service, we grant you a nonexclusive, limited, royalty-free, revocable license during the term of this Agreement to use the Software and technology included in the Service, solely and strictly to facilitate your personal, non-commercial use of our Service as permitted by this Agreement.
Customer Systems. Customer is responsible for purchasing, installing and maintaining any equipment (laptop, desktop computer, mobile phone, tablet, etc.) or other services, such as internet service. Customer is fully responsible for maintaining the security of its Customer Systems and for all uses of its Customer Systems. We are not responsible for any outages, losses of service, losses of data, or other failures of the Service caused by the Customer Systems.
Restrictions; Customer Representations, Warranties and Agreements. Customer will not, and will not permit others (including Users) to (a) modify, translate, adapt or create derivative works based on the Service or the Software, (b) reverse engineer or otherwise attempt to discover the source code or underlying ideas or technology relating to the Service or the Software (except as expressly authorized under applicable statutory law), (c) resell, rent, lease, or sublease the Service, (d) use the Service in any service bureau, timesharing or any other similar situation (e) allow more than the number of Users described above to use and access the Service, (f) remove, alter, or obscure any proprietary rights notices or branding contained within the Service, (g) create Internet 'links' to or from the Service, or 'frame' or 'mirror' any content forming part of the Service, (h) use the Service in violation of any applicable local, state, or federal law or regulation; (i) use the Service in a manner that infringes or may infringe upon any copyrights, trademarks, patents, trade secrets, or other types of intellectual property of third parties; (j) transmit offensive or threatening materials, including materials that are obscene, pornographic, defamatory, libelous, abusive, hateful, excessively violent, or otherwise inappropriate through the Service; (k) transmit fraudulent, deceptive, or misleading materials or to advance any type of financial scam through the Service; (l) transmit any materials that harass another person or entity through the Service; (m) use the Service to transmit viruses, Trojan horses, or other materials harmful to any network or equipment or other Users or third parties; (o) use any robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism or tool to access, copy or monitor the Service without our prior written consent; or (p) use the Service in a manner that exposes or may expose Company, its customers, partners, or vendors, or any other person or entity using the Service to abuse, complaints, retaliation, connectivity issues, or other negative impact. Customer agrees that we have no obligation to monitor Customer's use of the Service, but we may do so to ensure Customer's compliance with this Agreement, or to comply with any law, order, or requirement of any court or government authority in any country. We reserve the right to immediately suspend, terminate or otherwise deny Customer or any User's access to or use of all or any part of the Service, without liability, if: (x) we receive a judicial or other governmental demand or order, subpoena or law enforcement request that requires us to do so; or (y) we believes that: (i) Customer or any User has failed to comply with this Section or any material term of this Agreement, or accessed or used the Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement; or (ii) this Agreement expires or is terminated. Except as may be specifically and expressly permitted by this Agreement, you may not copy, reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any of our consent, information or trademarks without our express, written consent. Our Service is not intended for and may not be used by individuals under 18 years of age. By registering for an InvestorKeep account, you promise that you are at least 18 years of age. You represent, warrant and agree that you are able to enter into legally binding contracts and that this Agreement legally binds you in the same manner that a signed, written contract does.
Customer Data. Customer may share, synchronize, upload, and store information and data in connection with its use of the Service ('Customer Data'). Such Customer Data may include messages sent by or to Users or information regarding the User's activities as employees of Customer, or data related to the User as an individual. We will not use or process Customer Data for any purpose without Customer's prior written instructions; provided, however, that 'prior written instructions' will be deemed to include use of the Service by Users and any processing related to such use or otherwise determined by Company to be necessary or appropriate for providing the Service, all of which Customer authorizes by accepting this Agreement. Customer grants Company a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, copy, store and display Customer Data for the purpose of and in conjunction with providing the Service. Customer represents and warrants that it owns or has the necessary permissions, rights, and consents to use and authorize the use of Customer Data, (a) by Customer for the purpose of receiving the Service, and (b) by us for the purpose of operating and providing the Service. Customer acknowledges and agrees that (except as expressly stated in this Agreement) we are not responsible for Customer Data, that Customer is solely responsible for maintaining adequate back-ups of Customer Data, and that Customer assumes all risk associated with Customer Data and the transmission of Customer Data. Customer also acknowledges and agrees that Customer is completely responsible for the accuracy, quality, integrity, legality, and reliability of the Customer Data. Customer understands and agrees and will make sure that Users understand and agree that certain Customer Data may be shared with third parties by Users (e.g. a shared calendar invite or emails) and that while Customer or Users may delete certain Customer Data on their own systems, such Customer Data will not be deleted for persons with whom the Customer Data was shared. The permissions granted by you in this Section include allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided. Customer is the only party that may provide us with instructions on what to do with Customer Data.
Third Party Sites. In order to use and/or access certain aspects of the Service, you may be required to direct InvestorKeep to retrieve your own information maintained online by third party financial or other institutions with which you have customer relationships, maintain accounts or engage in financial transactions ('Account Information'). We will then connect directly with your online financial service providers to access this Account Information. Subject to our privacy procedures, InvestorKeep may also work with one or more third party financial service technology providers to access and retrieve your Account Information. You expressly authorize us to access your Account Information maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us.
We make no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. We are not responsible for any products and services offered by or on third-party sites. You should consult with a professional financial advisor before making investment decisions or deciding on significant changes to your financial strategy. We are also not responsible for fees charged by third-party sites as a result of using the Service. We cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. When displayed through the Service, Account Information may not be current as of the time viewed. Such information may be more up-to-date when obtained directly from the relevant sites.
By submitting information, data, passwords, usernames, PINs, other login information, materials and other content through the Service, you are licensing that content to us solely for the purpose of providing the Service. We may use and store the content. By submitting this content to us, you represent that you are entitled to submit it to us for use for this purpose, without any obligation by us to pay any fees or other limitations.
We will use information that you provide us, including usernames and passwords, to log into the third party site that maintains your Account Information. You hereby authorize and permit us to use and store such information to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites that maintain your Account Information. You grant InvestorKeep a limited power of attorney, and appoint InvestorKeep as your attorney-in-fact and agent, to access third party sites and retrieve and use your information with the full power and authority to do and perform each thing necessary as you could do in person, but solely in connection with providing the Account Information to you as part of the Service.
YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. Notwithstanding anything in this Agreement to the contrary, we shall have no authority to take or have possession of any assets in the accounts maintained by such third parties or to direct delivery of any securities or payment of any funds held in such account to itself or to direct any disposition of such securities or funds. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. While our services may be sponsored or endorsed by the third parties with whom your Account Information is held from time to time, you should not assume that the Service is sponsored or endorsed by any third parties with whom your Account Information is held. Some parts of the Service may, either today or in the future, be supported by advertising or marketing partnership relationships. Service Data. As part of providing the Service, we collect certain usage information that results from Customer's use of the Service and we also may derive certain information from use of the Customer Data ('Service Data'). The term Service Data does not include any personal, identifying information of the Customer or its Users. Notwithstanding anything else to the contrary, we will retain all right, title and interest in and to the Service Data.
We will use commercially reasonable efforts to provide basic technical support services for the Service ('Support Services'). Customer acknowledges and agrees that access to the Service may involve upgrades to the Software, which we may install as part of the Support Services as such upgrades become available.
Customer's Ownership. As between the parties, Customer owns all right, title, and interest in and to the Customer Data.
Service Ownership. We own all right, title, and interest in and to the Service, Service Data, and the Software and all updates, upgrades, fixes thereto and derivative works thereof and all intellectual property rights therein. We also owns all right, title, and interest in and to our Confidential Information and any results, materials, code or anything produced by us as part of the Support Services. Customer acknowledges and agrees that (a) the Service and the Software are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (b) we retain all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Service and the Software and any and all related or underlying technology, and any derivative works or modifications of any of the foregoing, (c) there are no implied licenses under this Agreement and any rights not expressly set forth in this Agreement are hereby expressly reserved by us, and (d) the Service is licensed and not sold.
Term. Unless earlier terminated by either party pursuant to this Agreement, the initial term of this Agreement is for a term of one (1) year ('Initial Term'). On the anniversary of the start date of the Initial Term, this Agreement will automatically renew for additional, successive periods of one (1) month (each a 'Renewal Term'), unless either party provides written notice of non-renewal or termination prior to the end of the then-current term. The Initial Term together with any Renewal Terms will be the 'Term.'
Termination. Either party may immediately terminate this Agreement if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days' (ten (10) days in the event of non-payment) of receipt of written notice of such breach. We may terminate this Agreement at any time and for any reason, in our sole discretion, upon notice (which may be sent by email or other electronic communication) to Customer. In addition, you may terminate this Agreement at any time by providing notice to Company by delivering a message to firstname.lastname@example.org (or other procedure that the Company may designate in the Service) and following the procedures described in the Service for terminating this Agreement and closing your account. The Service will describe additional procedures regarding termination of the Agreement and, if you terminate this Agreement, procedures for refunding or returning a portion of certain subscription payments relating to the remaining period in an annual or multi-year Term.
Effect of Termination. Upon any termination of this Agreement, Customer will cease all use of the Service. If requested, we will delete your InvestorKeep account; this means we will stop displaying your Customer Data (other than Customer Data that has been transmitted to other users and/or made public), but you understand and agree that it may not be possible to completely delete that content from our records, and that your Customer Data may remain viewable elsewhere to the extent that it was copied or stored by other users. In addition, Customer Data that is sent to other users (such as emails or calendar notes) may be retained by the recipient users.
The rights and obligations set forth in Sections 2, 4, 6, 7, 8, 10 - 16 and 18 will survive any termination of this Agreement.
Exceptions. The Disclosing Party agrees that the obligations in this Section will not apply with respect to any information that the Recipient can document (i) is or becomes generally available to the public through no fault of the Recipient, or (ii) was rightfully in its possession or known by it prior to receipt from the Disclosure, or (iii) was disclosed to it without restriction by a third party, or (iv) was independently developed without use of or reference to any Confidential Information of the Disclosing Party (except for patentable subject matter, which will not be subject to this exception).
From time to time, Customer may provide us with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service ('Feedback'). Customer understands and agrees that Feedback is not considered Customers Confidential Information and our receipt of Feedback will not impose any confidentiality obligations on us. Customer agrees that we are free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as we see fit, entirely without obligation or restriction of any kind.
The security of Customer Data is important to us. As such, we agree to use reasonable efforts to maintain security measures intended to conform to generally recognized industry standards applicable in the United States to safeguard the security of Customer Data.
THE SERVICE AND THE SOFTWARE IS PROVIDED 'AS IS;' AND COMPANY MAKES NO WARRANTIES REGARDING THE SOFTWARE OR SERVICE OR THE INFORMATION OR CONTENT INCLUDED IN THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CONDITIONS OF DESIGN, TITLE, OR OTHERWISE. . WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, OR OTHER ITEMS CONTAINED WITHIN OUR WEBSITES OR DISPLAYED THROUGH THE SERVICE. COMPANY MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE, SOFTWARE OR DOCUMENTATION WILL MEET CUSTOMER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT THE SERVICE IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NOTHING IN THIS AGREEMENT SHALL BE INTERPRETED TO WAIVE OR LIMIT YOUR RIGHTS UNDER ANY FEDERAL OR STATE SECURITIES LAW THAT CANNOT BE SO WAIVED OR LIMITED UNDER SUCH LAWS. IN ADDITION, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE SITES OR SERVICE. WE DO NOT WARRANT THAT THE SITES AND SERVICE WILL BE AVAILABLE AT ANY TIME, WILL BE SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND SERVICE ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. ANY MATERIAL OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES OR SERVICE IS ACCESSED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
Customer agrees to defend, indemnify and hold Company and its employees, directors, officers, agents, affiliates, and contractors ('Indemnified Persons') harmless from any losses, expenses, liabilities or penalties, or costs (including without limitation attorney's fees and costs) incurred by any Indemnified Person arising out of or relating to any third party claim, action, suit, demand, or other liability of any kind brought against an Indemnified Person to the extent arising out of or based on (a) any claims brought against an Indemnified Person that arise out of or are caused by your use of the Service, your violation of this Agreement, your infringement of any intellectual property rights, or violation by any user of your account, or (b) any allegation that any data or information provided by Customer to Company violates the rights of any party. If any Indemnified Person is subject to any claim for which the Indemnified Person has the right to be indemnified by you, Company reserves the right, at your expense, 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.
NEITHER WE NOR OUR AFFILIATES SHALL BE LIABLE FOR DAMAGES ARISING FROM THE PROVISION OR USE OF THE SITES OR SERVICE, EXCEPT FOR DAMAGES RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WE SHALL NOT, DIRECTLY OR INDIRECTLY, BE LIABLE, IN ANY WAY, TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY: (A) INACCURACIES OR ERRORS IN OR OMISSIONS FROM THE CONTENT OR SERVICE INCLUDING, BUT NOT LIMITED TO, DELAYS, ERRORS, OR INTERRUPTIONS IN THE TRANSMISSION OR DELIVERY OF THE SERVICE OR LOSS OR DAMAGE ARISING FROM YOUR USE OF THE SERVICE.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORIES (I) FOR ANY DAMAGES IN EXCESS, IN THE AGGREGATE, OF THE FEES PAID TO COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY, OR (II) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (III) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES, OR (IV) FOR LOSS OR CORRUPTION OF DATA, INTERRUPTION OF USE, OR LOST PROFITS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF THIS AGREEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE EFFICACY OF THE SERVICE FOR CUSTOMER'S USE DEPENDS ON THE QUALITY AND COMPLETENESS OF THE CUSTOMER DATA. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS 'A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.'
Use of these Service may be available through a compatible mobile device, Internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. INVESTORKEEP MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICE AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICE. Company may from time to time provide automatic alerts and voluntary account-related alerts. Automatic alerts may be sent to you following certain changes to your account or information, such as a change in your registration information. Voluntary account alerts may be turned on by default as part of the Service. They may then be customized, deactivated or reactivated by you. Company may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Alerts may have different options available, and you may be asked to select from among these options upon activation of your alerts service. You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. Company may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. Company shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. Electronic alerts may be sent to the email address or mobile number you have provided for the Service. If your email address or your mobile number changes, you are responsible for informing us of that change. Alerts may also be sent to a mobile device that accepts text messages. Changes to your email address and mobile number will apply to all of your alerts. Because alerts are not encrypted, we will never include your passcode. However, alerts may include your Login ID and some information about your accounts. Depending upon which alerts you select, information such as an account balance or the due date for your credit card payment may be included. Anyone with access to your email will be able to view the content of these alerts. At any time you may disable future alerts.
A delay by either party in the performance of its obligations under the Agreement will not be deemed a default of the Agreement to the extent that the delay is attributable to a Force Majeure Event and could not have been prevented by the non-performing party taking reasonable precautions. For the purposes of this Agreement, 'Force Majeure Event' means an act of war or terrorism, a riot, civil disorder, or rebellion, a fire, flood, earthquake, or similar act of God or a strike, lockout or similar labor dispute, or electrical, internet or telecommunications outage that is beyond the reasonable control of the affected party. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law principle (whether of the State of California or any other jurisdiction). Subject to the provisions below in this Agreement requiring arbitration of disputes, any legal claim, suit, action or proceeding arising out of this Agreement (including its breach) will be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Sacramento, California. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens. The failure of either party to enforce any right or provision in the Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be illegal, unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable, but will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Except where otherwise stated in this Agreement, notices to be given or submitted by either party to other pursuant to this Agreement will be in writing and will be deemed to have been given (i) when delivered by hand (with written confirmation of receipt), or (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid, or (iii) where permitted by this Agreement, by electronic communications (including without limitation postings by Company on its website with respect to the terms of this Agreement, or email or other electronic communications relating to the Service). This Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No joint venture, partnership, employment, or agency relationship exists between us and Customer as a result of the Agreement or use of the Service. Customer may not transfer or assign this Agreement without our prior written consent of; any attempt to do so will be null and void. We may transfer or assign this Agreement or any of its rights or obligations hereunder at any time, in our sole discretion. The headings and section titles in this Agreement are for convenience only and will not be considered a part of or be deemed to affect the construction or interpretation of, any provision of this Agreement.
By providing us with your e-mail address to enroll for the Service, you consent to receive all notices and information regarding our Service, the terms of this Agreement and changes thereto, and any other offerings by means of electronic communications. Electronic communications may be posted on our website or delivered to your e-mail address that we have on file for you. 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. It is your responsibility to promptly update us with your complete, accurate contact information, or change your information, including email address, as appropriate. Notices may be provided in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser. Your consent to receive communications electronically is valid until you end your relationship with us. 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. You consent to the recording of any electronic or written correspondence and any telephone conversations between you, us and any of our affiliates in connection with this Agreement or the Service. Any such recordings may be submitted as evidence in any legal proceeding relating to this Agreement.
NEITHER INVESTORKEEP NOR THE SERVICE ARE INTENDED TO PROVIDE LEGAL, INVESTMENT, TAX OR FINANCIAL ADVICE. INVESTORKEEP IS NOT A FINANCIAL PLANNER, INVESTMENT ADVISOR, BROKER-DEALER OR TAX ADVISOR. The Service is intended only to assist you in your financial organization and is broad in scope. Any information obtained through the Service may not be appropriate for your individual financial situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant, investment advisor, tax advisor, or other financial advisers who are fully aware of your individual circumstances.
If you believe that material residing on or accessible through out websites is being used in a way that infringes your copyright rights, please provide our Designated Agent (set forth below) the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material on our website or the Dashboard;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address, if different from your registered profile with Company;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The information specified above must be sent to Company's Designated Agent, whose contact information is as follows:
Attention: [Privacy & Security]
18 Williamsburg Lane, CA 95926
[Email us at email@example.com
Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide may be shared with third parties, including the person who provided the allegedly infringing material. Upon receipt of a bona fide infringement notification by the Designated Agent, we will remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user's access to the Service.
If you believe that your content should not have been removed for alleged copyright infringement, you may send Company's Designated Agent a written counter-notice with the following information:
Identification of the copyrighted work that was removed, and the location on the website or Dashboard where it would have been found prior to its removal;
A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and
Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.
Arbitration. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE SERVICES, 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 RATHER THAN A COURT IN SACRAMENTO, CALIFORNIA 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 CALIFORNIA. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION AS SPECIFIED ABOVE. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING INJUNCTIONS OR OTHER FORMS OF EQUITABLE RELIEF OR PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. YOU AGREE THAT ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU ARE WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. IN ANY ARBITRATION, 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.