Last Revised: July 8, 2021
THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT USER UNDERSTANDS EACH PROVISION.
THE SERVICE IS OFFERED AND MADE AVAILABLE TO INDIVIDUALS WHO ARE 18 YEARS OF AGE OR OLDER. BY USING THE SERVICE, USER REPRESENTS AND WARRANTS THAT (1) USER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT AND (2) USER IS OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY. IF USER DOES NOT MEET ALL OF THESE REQUIREMENTS, USER MUST NOT ACCESS OR USE THE SERVICE.
“Advisor” means a financial advisor, home office, or financial institution, broker-dealer, registered investment advisor, third party administrator, trust company or family office customer who is authorized to use the Service solely for the purpose of providing personal, family or household financial planning services to Consumer.
“Consumer” means a consumer customer of Advisor who is authorized by written agreement with Advisor to use the Service solely for personal, family or household purposes.
“User” means Advisor personnel or Consumer, each who has been provided with authorized user identification codes and passwords to access the Service.
Where the User is a Consumer, Consumer acknowledges and agrees that this Agreement is between Company and Consumer and that Advisor is not a party to this Agreement. Consumer further acknowledges and agrees that Consumer’s sole source of remedies against Company regarding the Service are set forth herein.
User acknowledges that, as the Service changes, User may be required to agree to additional terms and conditions as a condition to User’s continued use of the Service. User further acknowledges that Company may change the terms and conditions applicable to use of the Service at any time, and, if required by law, Company will obtain User’s agreement to such changed terms and conditions. The Service is at all times subject to the then-current terms of this Agreement. Should User refuse to accept the current Agreement, User must immediately discontinue use of the Service, and Company may immediately terminate User’s access to and use of the Service.
Access and Use
During the term of and subject to the terms and conditions of this Agreement, Consumer may access and use those aspects of the Service intended for access and use by Consumers (the “Consumer Platform”). Consumer shall not (1) access or use the Service for any purpose other than personal use; or (2) access or use the Service in any unlawful manner or in violation of this Agreement. Advisor may provide Consumer access and use of Consumer Platform solely for Consumer’s personal, family or household purposes.
User understands, acknowledges and agrees that:
- Consumer’s access to and use of the Consumer Platform is at all times subject to authorization from Advisor. Advisor may at any time, in Advisor’s sole and absolute discretion, without notice, for any reason or no reason, terminate Consumer’s authorization to use the Consumer Platform, and Company shall comply with such direction from Advisor.
- Company may at any time, in its sole and absolute discretion, without notice, for any reason or no reason, terminate Consumer’s access to the Consumer Platform.
- The Consumer Platform is provided solely as a convenience to Consumer.
- The Consumer Platform is provided solely for personal, family or household purposes and is not to be used for commercial purposes.
- Neither Company nor the Consumer Platform provides any advice, including, without limitation, advice related to financial planning or other financial advice.
- As between Consumer and Company, Consumer is solely responsible for all financial decisions and financial planning made by Consumer, whether made in connection with use of the Service or otherwise.
- Company is not a broker-dealer. Consumer shall not have access to brokerage accounts through the Consumer Platform.
- Company is not responsible for and shall not be held liable for any advice given or recommendations made by Advisor with respect to any financial, insurance, planning or other matter, regardless of whether Consumer relied on such advice or the Service.
- Company does not guarantee or warrant that any part of the Service is free of viruses or other harmful code. User must take appropriate precautions, such as use of anti-virus software, to protect User’s computer hardware and software.
- Company does not monitor communications or data transmitted through the Service, and Company shall not be responsible for the content of any such communications or transmissions.
- User has obtained all necessary authorizations and consents required by law, if any, to upload any data to the Consumer Platform.
- User shall comply with applicable law at all times when using the Service.
- Any unlawful, harassing or other inappropriate behavior may result in the immediate suspension or termination of User’s subscription with or without notice at Company’s sole discretion.
- User is responsible for obtaining User’s own hardware, software and services (such as computers, web browsers and Internet access) necessary to access and use the Service and for payment of all fees involved in obtaining such hardware, software and services.
- User shall be solely responsible for safeguarding User’s login credentials such as user name and password. User must immediately notify Company if User’s login credentials are compromised. Company has no liability for any loss, claim, or other damages that result from unreported, unauthorized use of User’s login credentials.
- If User is or is suspected to be in breach of this Agreement, as determined by Company in its sole discretion, Company shall have the right to immediately terminate User’s access to the Service without liability to User or any third-party.
- Using the Service, or receiving messages related to the Service, on mobile devices may cause User to incur messaging or data charges with User’s wireless provider. Company has no control over such charges, and if User does not wish to incur such charges, User should stop using the mobile features (as applicable).
,Intellectual Property Rights
All materials on the Consumer Platform, including without limitation, the logos, design, text, graphics, other files, and the selection and arrangement thereof are either owned by Company or are the property of Company’s suppliers or licensors or other companies. User may not use such materials without Company’s express written permission. Company names, Company logos, and all related names, logos, brands, product and service names, designs and slogans, and any and all variations thereof, are trademarks of Company or its affiliates or licensors. Page headers, custom graphics, button icons and scripts are trademarks or trade dress Company owns. User may not use any of these trademarks, trade dress, or trade names without Company’s express written permission.
The Consumer Platform may contain links to other websites on the Internet that are owned and operated by third parties, which are provided for User’s convenience only. Company does not control the information, products or services available on any third party websites. The inclusion of any link does not imply Company’s endorsement of the applicable website or any association with the website’s operators. Because Company has no control over such websites and resources, User agrees that Company is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from any such websites or for the protection of User’s data privacy by third parties. If User decides to access any of the third party websites linked to or referred to in the Consumer Platform, User does so entirely at User’s own risk and subject to the terms and conditions of use for such third party websites. Any dealings with, or participation in promotions offered by, advertisers on the Consumer Platform, including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between User and the applicable advertiser or other third parties. User further agrees that Company shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site.
User agrees to defend, indemnify and hold harmless Company, its affiliates, licensors and service providers, and its and their respective officers, directors, members, managers, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any actual or alleged claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including attorneys’ fees) arising out of or relating to User’s violation of this Agreement or User’s use of the Service other than as expressly authorized in this Agreement.
Disclaimer of Warranties
BY USING THE SERVICE, USER ACKNOWLEDGES AND AGREES THAT COMPANY IS NOT PROVIDING PROFESSIONAL ADVICE OF ANY KIND, AND THAT THE SERVICE IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND USER UNDERSTANDS THAT COMPANY CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE CONSUMER PLATFORM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. USER IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY USER’S PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE CONSUMER PLATFORM FOR ANY RECONSTRUCTION OF ANY LOST DATA. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL OF SERVICE ATTACK, VIRUS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIALS DUE TO USER’S USE OF THE SERVICES OR TO USER’S DOWNLOADING OF ANY MATERIAL POSTED ON THE CONSUMER PLATFORM OR ANY SITE LINKED TO OR REFERRED TO IN OR ON THE CONSUMER PLATFORM OR THE SERVICE.
USER’S USE OF THE SERVICE, AND ANY PRODUCTS OR SERVICES OBTAINED THEREBY, IS AT USER’S SOLE RISK. THE SERVICE, AND ANY PRODUCTS OR SERVICES OBTAINED THEREBY, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH THE REPRESENTS OR WARRANTS THAT THE SERVICE, OR ANY PRODUCTS OR SERVICES OBTAINED THEREBY, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE CONSUMER PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES, OR ANY PRODUCTS OR SERVICES OBTAINED THEREBY, WILL OTHERWISE MEET USER’S NEEDS OR EXPECTATIONS.
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Exclusion of Damages
USER ACKNOWLEDGES AND AGREES THAT COMPANY IS ONLY WILLING TO PROVIDE ACCESS TO THE SERVICE IF USER AGREES TO CERTAIN LIMITATIONS ON COMPANY’S LIABILITY TO USER AND TO THIRD PARTIES. USER UNDERSTANDS THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY OR COMPANY’S OFFICERS, EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO USER’S USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE, OR OTHERWISE. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE SERVICE OR FOR ANY INFORMATION APPEARING ON ANY OTHER WEBSITE LINKED TO ON THE CONSUMER PLATFORM. IF USER IS DISSATISFIED WITH ANY PORTION OF THE SERVICE, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. COMPANY’S TOTAL LIABILITY TO USER FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE IS LIMITED, IN THE AGGREGATE, TO THE GREATER OF (1) THE TOTAL AMOUNT PAID BY USER TO COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT FIRST GIVING RISE TO COMPANY’S LIABILITY OR (2) FIFTY DOLLARS ($50.00). CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY. TO THE EXTENT THAT COMPANY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF COMPANY’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
User acknowledges and agrees that, without limiting any other terms or conditions of this Agreement, if Company is unable to provide the Service as a result of a force majeure event, Company will not be in breach of any of its obligations under this Agreement. A force majeure event means any event beyond the control of Company. COMPANY SHALL NOT HAVE ANY LIABILITY TO USER, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR FAILING TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT SUCH FAILURE IS A DIRECT OR INDIRECT RESULT OF A FORCE MAJEURE EVENT.
Company controls the Consumer Platform and provides the Service from its offices within the United States. Company makes no representation that the Consumer Platform or its content (including, without limitation, any products or services available on or through the Consumer Platform) are appropriate or available for use in other locations. Users who access the Consumer Platform from outside the United States do so on their own initiative and must bear all responsibility for compliance with local laws, if applicable. Further, the United States export control laws prohibit the export of certain technical data and software to certain territories. No content from the Consumer Platform may be downloaded in violation of United States law.
Governing Law and Jurisdiction
The offer and acceptance of this Agreement is deemed to have occurred in the Commonwealth of Pennsylvania. All matters relating to the Consumer Platform, the Service, this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction). Subject to the provisions regarding arbitration below, any legal suit, action or proceeding arising out of, or related to, the Consumer Platform, the Service or this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania in each case located in Philadelphia County. User waives any and all objections to the exercise of jurisdiction over User by such courts and to venue in such courts.
Arbitration; Waiver of Jury Trial
At Company’s sole discretion, Company may require User to submit any disputes arising from the Consumer Platform, the Service or this Agreement, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Pennsylvania law and taking place in Philadelphia, Pennsylvania. ARBITRATION PROCEDURES ARE TYPICALLY SUBJECT ONLY TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN COMPANY AND USER IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, USER HEREBY WAIVES ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE. Notwithstanding the foregoing, Company will have the right to seek injunctive or other equitable relief in any state or federal court located in Commonwealth of Pennsylvania to enforce this Agreement or prevent an infringement of a third party’s rights. In the event such equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such courts.
Waiver of Class or Consolidated Actions
BY ENTERING INTO THIS AGREEMENT, USER HEREBY IRREVOCABLY WAIVES ANY RIGHT USER MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.
Limitation of Actions
User acknowledges and agrees that, regardless of any statute or law to the contrary, any claim or cause of action User may have arising out of, relating to, or connected with the Consumer Platform, the Service or this Agreement, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
Communicating With You
Company may modify or discontinue offering the Service at any time, with or without notice, for any reason or no reason. This Agreement contains the entire understanding between User and Company regarding the use of the Service and supersedes all prior and contemporaneous agreements and understandings, written or oral, between User and Company relating thereto. This Agreement will be binding upon each party hereto and its successors and permitted assigns. This Agreement and all of User’s rights and obligations under them shall not be assignable or transferable by User without Company’s prior written consent. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect. Even after User’s rights under this Agreement are terminated, all provisions of this Agreement which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability.
Comments and Questions
The Consumer Platform is operated by OnBord Inc., located at 272 Ruth Road, Harleysville, PA 19438.
All feedback, comments, and other communications relating to the Consumer Platform, the Service or this Agreement should be directed to: firstname.lastname@example.org.
Copyright OnBord Inc. All rights reserved.