BY USING THE SERVICE OR CHECKING ‘I AGREE’ TO THIS AGREEMENT, USER IS AGREEING TO BE BOUND BY THIS AGREEMENT.
IF USER DOES NOT WANT TO AGREE TO THIS AGREEMENT, USER SHOULD NOT USE THE SERVICE, OR SHOULD SELECT ‘CANCEL,’ BUT USER WILL THEN NOT BE ABLE TO USE THE SERVICE.
This agreement is between the individual or legal entity (whether association, trust, company or other type of group that receives the benefit of this Service) agreeing to this agreement (User) and FinancialCorps (FC).
1) ONLINE FINANCIAL EDUCATION SERVICE.
2) USE OF SERVICE.
a) Your Information.
User owns its personal profile within the Service and other information submitted to FC under this agreement.
User may request deletion of its profile and account at any time, and FC will delete the profile and account (except to the extent User has shared information or content with others and they have not deleted it, or it was copied or stored by others).
- License to User Information. User grants FC a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, royalty-free right to use, copy, prepare derivative works of, improve, distribute, publish, remove, add, process, analyze, and commercialize, in any way now known or in the future discovered, any information User provides, directly or indirectly to FC, including, but not limited to, any user generated content, ideas, concepts, techniques or data User submits to the Service, without any further consent, notice or compensation.
b) FC Content and Personal Profiles of Others.
All content and information provided by FC as part of the Service which is branded by FC or subject to the copyright of FC (such as FC reports, videos, news articles, among other things), and third party content or information provided as part of the Service (collectively FC Content) and the personal profiles of others provided as part of the Service (Personal Profiles) are licensed to User as follows: subject to the other terms of this agreement, FC hereby grants User a non-exclusive, non-transferable worldwide license to download, store, print, and copy the FC Content and Personal Profiles for User’s individual purposes up to the number of seat subscriptions subscribed to (whether for a fee or free).
User may not (except as allowed by this agreement): modify, publish, transmit, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the FC Content in whole or in part.
User must comply with applicable laws (including without limitation privacy laws) in using the Personal Profiles.
User may not use the Personal Profiles:
- for any purpose other than for online professional networking, or hiring or employment purposes, related to the Service, or
- to make unsolicited phone calls or faxes or send unsolicited mail, email, or newsletters to resume holders or to contact any individual for any reason (unless they have agreed to be contacted or have demonstrated an interest in such communication).
c) Free Subscription – Specific Terms.
If User has registered for a no-charge use of the Service, User may access the Service until it is cancelled by FC, with or without cause, or by User.
d) Other User Responsibilities and Restrictions.
User (i) must keep its passwords secure and confidential; (ii) may not share passwords; (iii) is responsible for activities in its account; (iv) must use commercially reasonable efforts to prevent unauthorized access to the Service, and notify FC promptly of any such unauthorized access; and (v) may use the Service only in accordance with the Service documentation and applicable law.
User may not: (i) sell, resell, rent or lease the Service; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or any related systems or networks; (v) attempt to reverse engineer the Service; or (vi) remove or modify any proprietary marking or restrictive legends in the Service, or access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive or other purposes.
e) Eligibility to Use the Service.
To be eligible to use the Service, User must meet the following criteria and represent and warrant that it: (i) is 18 years of age or older (in the case of individuals); (ii) is not restricted from the Service, or not otherwise prohibited from having a FC account; (iii) will only maintain one account; (iv) has full power and authority to enter into this agreement; and (v) is not a competitor of FC or a provider of a competitive service.
f) Disclosure of User Information In Limited Situations.
FC may access, preserve, and disclose User’s registration and any other information if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary in our opinion to: (i) enforce this agreement; (ii) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, government agency, or otherwise; (iii) respond to customer service inquiries; or (iv) protect the rights, property, or personal safety of FC, other users or the public.
g) FC Communication with Users.
FC may communicate with User through its account or through other means (including without limitation email, phone, mail or overnight mail) about User’s account. FC has no liability arising from User’s failure to maintain accurate contact or other information with FC.
h) User Warranty of Submissions.
By providing information to FC, User represents and warrants that User is entitled to submit the information and that the information is accurate and truthful, and not misleading, confidential, or provided in violation of any contract, third party right or other restriction. It is User’s responsibility to keep their profile information accurate and updated.
i) Fair Usage.
If User’s usage of FC Content and Personal Profiles provided within the Service exceeds a certain reasonable threshold, then FC reserves the right to immediately disable the account, or suspend the viewing or downloading of such information, or both, until the purpose for which User was using the information is validated by FC, in its sole discretion. FC has no liability to User if it decreases User’s access to certain information under this clause.
3) PAYMENT. User may use the Service for no charge or for a fee, if FC determines to charge a fee, depending on the Service selected when signing up. If User purchases any Service for a fee using a payment card, User agrees to FC storing its payment card information. User also agrees to pay the applicable fees as they become due plus all related taxes (sales, use, VAT, withholding, and other taxes) if applicable, and to reimburse FC for all collection costs. User understands that at the time of ordering the Service there may be additional terms related to the Service User selects.
a) Seat Subscriptions.
If the Services are provided pursuant to a seat subscription, then the Services may be accessed by no more than the specified number of seat subscriptions. Additional seat subscriptions may be added during the applicable subscription term on the same terms as those for the pre-existing seat subscriptions, prorated (if a fee is charged) for the remainder of original subscription term in effect at the time the additional seat subscriptions are added. The added seat subscriptions terminate on the same date as the pre-existing subscriptions. Seat subscriptions are for designated named individuals only and cannot be shared or used by more than one individual, but may be reassigned to a new individual replacing the former individual who no longer requires ongoing use of the Service.
b) Card Payments.
If fees are charged by FC, User may pay for the Services online, and FC will charge its payment card for all purchases and for any additional amounts (including any taxes and late fees, as applicable) owed to FC. If User wants to designate a different payment card or update the expiration date of its payment card, User must change its information online in the account within the Service or contact FC support in advance of the next payment due date. If a User’s credit card changes or expires, or is revoked, disputed or not valid for any other reason, FC may suspend, terminate, or both (without liability) User’s use of the Service.
In some situations, FC relies upon public information and data obtained from many sources, the accuracy of which cannot be guaranteed. FC makes no representation or warranty as to the accuracy of information provided as part of the Service.
The service allows individuals and organizations to connect with each other for networking, recruitment, and other purposes. FC is not involved in any actual transaction between any Users. FC does not have control over the quality, safety or legality of information provided by the service (including all reports, personal profiles, data, content, among other things), the truth or accuracy of the information provided, the ability of employers to offer job opportunities or the ability of candidates to fill job openings.
User is solely responsible for the content and accuracy of their profile and other information provided by them within the service. FC is under no legal obligation to, and generally does not, control the information provided by other users that is made available through the service. By its very nature, an individual’s information may be inaccurate, deceptively labeled or false.
FC does not provide any type of professional advice, whether financial, accounting, technical, or legal. This includes information which may be labeled as advice by FC.
Because user authentication on the Internet is very difficult, FC does not confirm that each user is who they claim to be. If there is a dispute with one or more users, each user hereby releases FC (and its employees, officers and affiliates) from claims, demands, and damages of every kind, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
USER UNDERSTANDS THAT SOME OF THE THIRD-PARTY WEBSITES, DATA SERVICES OR LINKED SITES THAT THE SERVICES USE MAY BE UNAVAILABLE TEMPORARILY OR PERMANENTLY, AND FC IS NOT RESPONSIBLE FOR ANY SUCH UNAVAILABILITY. HOWEVER, USER MAY TERMINATE THIS AGREEMENT AT THE END OF THAT MONTH (FOR ITS CONVENIENCE) UPON ANY SUCH UNAVAILABILITY ON A PERMANENT BASIS.
FC DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, ERROR FREE, WITHOUT DELAY AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WHILE FC TAKES REASONABLE MEASURES TO SECURE THE SERVICE, FC DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED. FC DOES NOT GUARANTY THAT THE USER’S RESULTS CAN BE ACHIEVED BY USING THE SERVICE.
5) PROPRIETARY RIGHTS.
The software, FC Content, workflow processes, user interface, designs, know-how and other technologies provided by FC as part of the Service are the proprietary property of FC or its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with FC. FC reserves all rights not expressly granted in this agreement.
By submitting ideas, suggestions or feedback to FC regarding the Service, User agrees that such items submitted do not contain confidential or proprietary information, and User hereby grants FC an irrevocable, royalty-free and fully paid, perpetual license to such items for any purpose.
6) LIMIT ON LIABILITY AND DISCLAIMER OF DAMAGE.
a) There may be situations in which, as a result of material breach or other liability arising under or related to this agreement, User is entitled to make a claim for damages against FC. In each situation (regardless of the form of the legal action (e.g. contract or tort claims), FC is not responsible beyond the amount of any direct damage up to the amount paid by User to FC within the previous 12 months, or in the case of free accounts, US $50.
b) In no circumstance is FC responsible for any of the following arising out of or related to this agreement (even if it knows of the possibility of such damage or loss):
- loss of, or damage to, data or information;
- lost profits, revenue opportunity, or productivity; or
- other special, consequential, or indirect damages.
7) TERM, TERMINATION AND SUSPENSION OF SERVICE.
- User can terminate this agreement any time. Any prepaid fees are refundable according to the cancellation policy terms.
- Unless terminated by User, this agreement continues for the duration specified when User ordered the Service, and auto-renews for the duration as specified when ordering according to the FC renewal policy terms.
b) Mutual Termination for Material Breach.
If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 10-day notice/cure period, if the breach has not been cured.
c) Restrictions on FC Content and Personal Profiles Upon Termination.
Upon termination of this agreement, all FC Content and Personal Profiles remains governed by this agreement.
d) Suspension of Service for Violations of Law or Restriction.
FC may immediately suspend the Service and remove User information if it in good faith believes that, as part of using the Service, User may have violated a law or a restriction in this agreement or otherwise. FC will try to notify User in advance, but it not required to do so.
8) INDEMNITY BY USER.
User hereby indemnifies and holds harmless FC against all damages, fines, and costs (including without limitation attorneys fees and costs) sustained or incurred by FC arising out of or related to any claim by a third-party alleging that any User-provided information or data violates the intellectual property or other rights of any third-party, or causes harm to a third-party; User has misused any FC Content or a Personal Profile; or otherwise regarding User’s use or access of the Service.
9) GOVERNING LAW AND DISPUTES.
a) Users in the US. For Users residing in the United States, this agreement is governed by the laws of the State of New York, without regard to conflicts of law principles. All suits or legal proceedings arising under or related to this agreement (Claim) may only be brought in the federal or state courts in New York, and User submits to the personal jurisdiction and venue in that state. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
- Optional Arbitration for Claims Less than $10,000. Notwithstanding the foregoing, for any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may choose to resolve the dispute in a more cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, they must initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: the arbitration will be conducted by telephone, online and be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction.
b) Users Outside the US. For Users residing outside the United States, this agreement is governed by the laws of the State of New York, without regard to conflict of laws principles. Any dispute between User and FC arising out of or related to this agreement must be determined by binding arbitration in the State of New York (in English) under the then current international rules of the American Arbitration Association. Nothing in this agreement prevents either party from seeking injunctive relief in any court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys’ fees and costs from the other party.
a) Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
b) Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this agreement is effective unless both parties sign it.
c) No Assignment. User may not assign or transfer this agreement in whole or in part to any third party. FC may assign or transfer this agreement as part of a merger, or sale of all or substantially all of the assets of a party, or otherwise upon notice.
d) Independent Contractors. The parties are independent contractors with respect to each other.
e) Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
f) Force Majeure. Neither party is liable for force majeure events.
g) Survival of Terms. Any terms that by their nature survive termination or expiration of this agreement, will survive.
h) CISG Does Not Apply. The UN Convention on Contracts for the International Sale of Goods does not apply.