Last Updated November 7th, 2022

Your use of any and all SeekInvest software Service, along with any other Service or web sites provided to you by SeekInvest (“Service”) is subject to these Terms of Service and our Privacy Policy (collectively referred to as the “Agreement”). This Agreement is between you and SeekInvest Inc.  (“SeekInvest”). Our principal place of business is at 1 East Erie St ,Suite 525-4310, Chicago, IL 60611 in the United States. By using one or more aspects of the Service, you hereby agree to the Terms. You accept this Agreement by either (a) clicking to “agree” or to “accept” the Terms when registering or renewing a user account on the Service (“Account”) or logging onto your Account, or by (b) using the Service.

You may not use the Service or accept the Terms if (a) you do not agree to this Agreement, (b) you are younger than 18 or you are not of legal age to form a binding contract with SeekInvest, or (c) you are a person barred from receiving the Service under any applicable laws or regulations.

YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

IF YOU ARE USING THIS SERVICE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY TO ACCEPT THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

SeekInvest reserves the right to amend this Agreement at any time by posting the amended terms to its web site or otherwise providing you notice of the amended Agreement. Your continued use of the Service constitutes acceptance of such amended terms. If you do not agree with this Agreement (as amended from time to time), your sole and exclusive remedy is to discontinue using the Service.

1. Access to Service. Subject to this Agreement, for either the trial period noted on an Order, not to exceed two (2) weeks unless otherwise noted on the Order (“Trial Period”) or the period of purchased access to your Account (“Subscription Term”) you may access and use the Service solely via your Account on a non-exclusive, non-transferable basis and solely as a tool for you to provide investment guidance to your clients. If you grant access to your Account to any of your employees, contractors, or clients (“Users”), then the terms of Section 14 (Billing, Payment and Term of Contract) will not apply to them, and they  apply. However, regardless of whether the User Terms apply, you remain liable for all activity occurring in your Account to the extent initiated by you or a User or resulting from a breach by you or the User of this Agreement.

• Account Information. You acknowledge that your Account is designed, intended and licensed for use by individual Users, each of which must be an individual person with a single and unique named user profile. SeekInvests reserves the right to reject the use of accept email addresses such as info@, sales@ or admin@ for Account. You must use your individual email address for authentication and compliance purposes. You are responsible for maintaining the confidentiality of your Account login information. You agree to immediately notify SeekInvest at [email protected].  If you are aware of or suspect any unauthorized access or use of your Account, or any other breach of security in the Service. You agree to provide accurate and correct information about your identity, your firm, and your status as a registered representative, registered investment advisor, registered insurance agent or administrative / operations assistant of a registered representative, registered investment advisor or registered insurance agent.

• Specific Restrictions. You agree that the Service is subject to the specific use restrictions below (“Allowable Use”), which is detailed below. If SeekInvest provides you notice of use in your Account that does not comply with the Allowable Use (“Additional Use”), and you refuse to correct your compliance, SeekInvest reserves the right to charge up to twelve (12) months in arrears for the Additional Use, and to adjust your billing for the remainder of your Subscription Term to reflect your Additional Service at the time of notice.

• SeekInvest Account login credentials may not be shared between multiple individuals, or used by one individual to produce the outputs of the Service en masse for multiple advisors. The average user account has 50 to 100 client profiles and analyzes 200 to 800 client investment accounts; usage in excess of 300 client profiles or 1,000 client accounts falls outside of the Allowable Use.

• SeekInvest user accounts licensed only for administrative / operations assistants may not be used by individuals holding a securities registration who meet with clients and/or provide advice. For example, if you present the individual as an advisor or client-facing representative of your firm on your web site, they do not qualify for an assistant license. SeekInvest reserves the right to determine which named individuals may qualify, to change that determination if their role with your firm changes, and to limit the number of assistant licenses available to you.

• General Restrictions. You will not (and will not permit any User to): (a) sell, rent, lease, license, distribute, provide direct access to, sublicense, or otherwise make available the Service to a third party (other than Users as permitted above), or in a service bureau or outsourcing offering; (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service (except to the extent that applicable law prohibits or limits reverse engineering restrictions); (c) remove or obscure any proprietary or other notices contained in the Service; (d) copy, reproduce, or modify or the Service; (e) breach, circumvent, disable or tamper with the security of the Service; (f) access the Service via any automated system, web crawler or non-human user other than through the APIs made available by SeekInvest; (g) introduce into the Service any software, virus, worm, “back door,” Trojan Horse, or similar harmful code; (h) use the Service to monitor the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or (i) use the Service to (1) upload data that you are not authorized to process, use, disclose, or provide to the Service (“Unauthorized Data”),(2) send spam, or (3) to engage in other unlawful acts or communications. You agree to use the Service in strict accordance with the laws, rules and regulations directly applicable to your business and profession. All rights in the Service not expressly granted to you are reserved by SeekInvest and its licensors and are prohibited. You agree to protect the confidentiality of all the information relating to the Service’s code, design, documentation, roadmap, security features, support or technical issues, or logic structure that you learn while using the Service or that are provided to you by SeekInvest.

• Not Investment Advice. The Service is for business management purposes only and does not constitute investment advice or an investment recommendation offered by SeekInvest. SeekInvest is not registered with the Securities and Exchange Commission as an investment advisor or a broker-dealer. You agree and acknowledge that SeekInvest, its employees and its agents, are not financial advisors, financial planners or broker-dealers, and cannot advise you or your clients through the Service or otherwise. You acknowledge that SeekInvest and/or its affiliates may earn revenue from third parties based on your use of the Service, such as our trading products and the various portfolio models and/or products available on the Service or portions of the Service. YOU AGREE AND ACKNOWLEDGE THAT SEEKINVEST MAKES NO REPRESENTATION AS TO THE SUITABILITY OF THE SERVICE FOR ANY PURPOSE, AND SEEKINVEST WILL NOT BE HELD LIABLE IN ANY WAY FOR ANY CONSEQUENCES OR DAMAGES THAT MAY ARISE THROUGH YOUR OR YOUR CLIENTS’ USE OF THE SERVICE. YOU AGREE AND ACKNOWLEDGE THAT SEEKINVEST MAY MODIFY THE SERVICE FROM TIME TO TIME.

• Your Warranties and Representations to Us. You represent and warrant that you are a registered representative, registered investment advisor, registered insurance agent, or administrative / operations assistant employed by an entity or individual registered to sell or offer securities, financial advice, or insurance products under applicable law. You agree and acknowledge that if you choose to make any investment decisions for your clients in reliance on information you receive from the Service, you do so at your own risk and based on your own independent judgment. You acknowledge and agree that SeekInvest is not representing itself as a broker-dealer or financial or investment advisor, and that SeekInvest does not independently evaluate the suitability of or recommend any investments for you or your clients. You agree and acknowledge that the information provided in the Service will not be construed as an offer to sell, an offer to buy, or a recommendation for or against any security by SeekInvest or any third party. SeekInvest will not be responsible for any trading decisions, damages or other losses resulting from your use of the Service. You agree that you will be responsible for effecting underlying investment transactions for all accounts under your management and supervision.You acknowledge that you are the fiduciary advisor and maintain responsibility for your client accounts, and as a technology service provider, SeekInvest cannot be a fiduciary or be responsible for ensuring trade execution is effective. As the fiduciary, you retain control of your custodial relationship and agree to access it directly to effect trades if technical difficulties by any party prevent our trading products from transmitting trades on your behalf.

• Third Party Content. The Service may provide access to data, analytics, research, portfolio models, products and/or the calculation of potential securities you may or may not choose to place with the custodians and/or broker-dealers who you utilize to manage your client assets. The third-party strategists or research firms who you access via the Service (“Third Party Content Providers”) are not personalizing the materials they provide through the Service, are not making investment recommendations to you, and are not acting as investment advisers or fiduciaries to your clients. You hereby agree and acknowledge that you are the sole investment adviser and/or fiduciary for your clients.

• Client Monitoring. You agree that SeekInvest and the Third-Party Content Provider are not responsible for collecting or reviewing any information about your clients or determining whether any investment strategy or security is or continues to be appropriate for the client’s objectives or restrictions. Neither SeekInvest or Third-Party Content Providers are responsible for verifying client identities or compliance with anti-money laundering rules and regulations administered by the US Treasury Department’s Office of Foreign Assets Control. You agree that you, as the sole licensed investment adviser and/or fiduciary to the investor, are solely responsible for performing these duties.

• Privacy. For information about SeekInvest’s privacy policies, please read our Privacy Policy, accessible at SeekInvest.com/privacy. You agree to the use of your data in accordance with that policy.

1. Data Security. SeekInvest agrees to take appropriate security measures to protect against unauthorized access to or unauthorized alteration, disclosure, or destruction of data. These include internal reviews of our data collection, storage and processing practices and security measures, including appropriate encryption and physical security measures. Regardless of the precautions taken by us SeekInvest cannot ensure or warrant the security of any information you transmit to us, and you transmit such information at your own risk. SeekInvest restrict access to personal information to only the SeekInvest employees, contractors and agents who need to know that information to process it on our behalf. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations.

1. Intellectual Property Rights. The Service is protected by intellectual property and other laws. Portions of the Service contain information and data from third party providers, which may be subject to their own copyright provisions. You acknowledge and agree that SeekInvest and its third-party licensors retain ownership of all intellectual property rights of any kind related to the Service and any content delivered to you via the Service, including applicable copyrights, trademarks, and other proprietary rights. SeekInvest does not grant you any license under any of those intellectual property rights by virtue of your use of the Service, except for the limited right to use the Service in accordance with the Agreement. Any product and company names mentioned in the Service or provided as part of the Service may be trademarks of SeekInvest or their respective owners. The content contained in the Service is owned by or licensed to SeekInvest. This includes, without limitation, the text, software, scripts, graphics, photos, video, sounds, interactive features and the trademarks, service marks and logos contained therein. Any content or information provided by SeekInvest through the Service is provided to you “AS IS” for informational purposes only and may not be used, copied, reproduced, translated, modified, adapted, transferred, distributed, transmitted, broadcast, displayed, republished, sold, licensed, or otherwise exploited for any other purposes.

1. Confidentiality. For purposes of this Section, “Confidential Information” means all non-public information that you or SeekInvest (“Discloser”) provides to the other (“Recipient”) in connection with this Agreement and the use of the Services. Confidential Information includes any items that are identified or marked as confidential at the time of disclosure by the Discloser or that should be reasonably known by the Recipient to be confidential given the nature of the information or the circumstances surrounding the disclosure. Confidential Information may include, but is not limited to, a party’s or its related companies’ business plans, business operations, product plans, product roadmap, pricing, discounts, sales and marketing plans, customer lists, supplier information, employee or contractor information, or financial information of any nature.  However, the following will be deemed Confidential Information without any marking or further designation: (1) All data uploaded by you or your Users into the Service (including client-specific data pulled from third party financial institutions that interconnect with the Service), which are your Confidential Information under this Agreement, and any specific transactions that you or your User effect on behalf of your client Users within the Service, and (2) he Service itself and any content that SeekInvest provides to you via the Service, including but not limited to, content concerning any existing or potential investments, which are SeekInvest’s Confidential Information under this Agreement. Confidential Information will not include information that the Recipient can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Recipient; (iii) is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Recipient who had no access to such information. Each party (“Recipient”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care or the minimum standard of care imposed by legal or professional standard) to: (a) not use any Confidential Information of the other party (the “Discloser”) for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Discloser in writing, limit access to Confidential Information of the Discloser to those of its and its affiliates’ employees and contractors (or, in your case as Recipient, your Users) who need that access for purposes consistent with this Agreement and who are bound by confidentiality obligations to the Recipient containing protections not materially less protective of the Confidential Information than those herein. If Recipient is required by law or court order to disclose Confidential Information, then Recipient will, to the extent legally permitted, provide Discloser with advance written notification, and cooperate in any effort to obtain confidential treatment of the Confidential Information.  The Recipient acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Recipient, the Discloser will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. 

1. License to Use Marketing Materials. Subject to your continued status as a paying customer in good standing, SeekInvest hereby grants you a limited, non-exclusive, non-transferrable license to utilize its “SeekInvest” trademark, logo and brand images, marketing copy, content resources, white papers, print collateral, slide decks and other marketing resources (“Marketing Materials”) provided to you, for the sole purpose of promoting your securities, advisory and/or insurance firm’s use of the Service in your marketing communications directed at acquiring and/or retaining clients. You agree to utilize the Marketing Materials in accordance with any usage guidelines provided to you by SeekInvest. You agree to cease and desist from the use of the Marketing Materials if (a) you terminate your Account and are no longer a paying customer, or (b) SeekInvest requests in writing that you do so for any reason. You will promptly cease any problematic use of the Marketing Materials identified by SeekInvest. You acknowledge that SeekInvest is the sole and exclusive owner of the Marketing Materials and all goodwill associated with the Marketing Materials and that Your use of the Marketing Materials will not create any right, title or interest in such Marketing Materials in you.  Except as prohibited by law, you agree that you will do nothing inconsistent with SeekInvest’s ownership of the Marketing Materials, either during the term of this Agreement or afterwards.  You agree that your use of the Marketing Materials and all goodwill associated with such use will inure to the benefit of and be on behalf of SeekInvest. You will use the Marketing Materials so that they create a separate and distinct impression from any other trademark that may be used or affixed to materials bearing your own marks or used in connection with services provided under your name or brand. You have no rights to modify the Marketing Materials in any way without obtaining the prior consent of SeekInvest.  You will not represent to any third party that it has any right to bind SeekInvest in any manner and You agrees not to make any representations or warranties on behalf of SeekInvest.  Your use of the Marketing Materials will comply with SeekInvest’s trademark usage guidelines, as amended from time to time, a copy of which will be provided or made available to you.  SeekInvest will have the sole right and discretion to bring, prosecute and settle infringement, unfair competition and similar proceedings based on its Marketing Materials.

1. Billing, Payment and Term of Contract. Fees are not payable to SeekInvest during a Trial Period. At the conclusion of the Trial Period, and for each Subscription Term thereafter, you agree to pay for the Service you purchase via an order form or similar document signed by both you and SeekInvest that incorporates this Agreement by reference, or via any online purchasing mechanism we may available (“Order”). Unless otherwise noted on an Order, your Trial Period commences from first access to the Service and your initial Subscription Term is twelve (12) months from the date the Order takes effect or from the date the Trial Period ends, whichever is earlier. Your Trial Period will automatically expire at the conclusion of the Trial Period, butyour Subscription Term and the Order will automatically renew for subsequent twelve (12) month terms unless notice of non-renewal is provided by either party at least thirty (30) days in advance of each renewal. Fees do not include taxes. You are responsible for paying all taxes associated with your purchases hereunder other than taxes based on income, property, or employees of SeekInvest.  If SeekInvest has the legal obligation to pay or collect taxes for which you are responsible under this Section, you will pay that amount unless you provide SeekInvest with a valid tax exemption certificate authorized by the appropriate taxing authority. If SeekInvest determines that it must change your pricing, SeekInvest will notify you that your pricing will automatically change as of the beginning of your upcoming Subscription Term. SeekInvest will always provide at least thirty (30) days’ notice for any such pricing change prior to any deadline that you have for choosing not to renew your contract with SeekInvest.Any additional User licenses, add-ons or other Service (including any Additional Services) added during the course of your Subscription Term will be committed for the remainder of your then-current Subscription Term and will be prorated accordingly, unless otherwise noted on the relevant Order for the additional licenses, add-ons or Service.You will be billed annually in advance, and you may pay by any of the payment methods accepted on the SeekInvest account renewal page. All fees are non-refundable once billed. If you believe you have been billed in error, please email [email protected] SeekInvest will be glad to assist.

1. Cancellation of Service by You. To provide notice of cancellation, non-renewal or termination of the Service, you must provide notice to SeekInvest at [email protected],  or using the Account cancellation feature in the Settings screen of your SeekInvest account. If you do not have access to the account cancellation feature, you can provide written notice via electronic mail at [email protected] via postal mail to the address which is set out at the beginning of this Agreement. Termination is deemed effective when you receive a message from SeekInvest that your cancellation has been processed. Once SeekInvest has processed your cancellation, your access to and payment for the Service will continue for the remainder of your contract term. If there is no deadline for notice of non-renewal specified on your order form, such notice of non-renewal must be received by SeekInvest thirty (30) days in advance of your next billing date.

1. Termination by SeekInvest. SeekInvest may, at any time, terminate your Account and refuse your access to the Service if: (a) you have breached any provision of the Agreement (or have acted in manner which shows that you do not intend to, or are unable to comply with the provisions of the Agreement); (b) SeekInvest is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); (c) you are no longer a registered representative, registered investment advisor, registered insurance agent or administrative/operations assistant of a registered securities firm, registered investment advisor or registered insurance agent; (d) SeekInvest is transitioning to or no longer providing the Service to users in the jurisdiction in which you are resident or from which you use the Service; (e) the provision of the Service to you by SeekInvest is, in SeekInvest’s sole discretion, no longer commercially viable; (f) your communication with SeekInvest employees is abusive or threatening, in SeekInvest’s sole discretion; or (g) you do not pay the amounts due for the Service according to the Agreement. Termination for reasons (a), (c), (f) or (g) will not relieve you of the obligation to pay for the Service for the remainder of your contract. Termination by SeekInvest for reasons (b), (d), or (e) will entitle you to receive a pro-rata refund of annual fees paid from the full month of the effective date of termination through the end of your then-current Subscription Term. You will receive no termination refunds or compensation related to the Trial Term. Upon termination of your Account, all of the legal rights, obligations and liabilities that you and SeekInvest have benefited from, been subject to (or which have accrued over time while the Agreement have been in force) or which are expressed to continue indefinitely, will be unaffected by this termination, including the confidentiality provisions, disclaimers of warranty, limitations of liability, and the provisions entitled “General Legal Terms” and “Conflict of Laws” sections below.

1. DISCLAIMER OF WARRANTIES. SUBJECT TO APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR AND YOUR CLIENTS’ USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. IN PARTICULAR, SEEKINVEST, ITS OFFICERS AND DIRECTORS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (a) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (b) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS FREE OR FREE FROM ERROR, (c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE WILL BE CORRECTED. ANY MATERIAL OR CONTENT MADE AVAILABLE TO YOU OR DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SEEKINVEST OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. SEEKINVEST FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SEEKINVEST, ITS OFFICERS AND DIRECTORS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS WILL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF THE ACTIONS YOU OR YOUR CLIENTS TAKE BASED ON OR USING THE SERVICE; (C) ANY CHANGES WHICH SEEKINVEST MAY MAKE TO THE SERVICE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE); (D) ANY UNAUTHORIZED CHANGES TO OR MISUSE BY YOU OR YOUR USERS OF THE SERVICE; (E) ANY USE BY YOU OR YOUR USERS OF THE SERVICE IN A MANNER NOT INTENDED UNDER THIS AGREEMENT; (F) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE; (G) ANY TRADING LOSSES OR ANY OTHER LOSSES RESULTING FROM YOUR USE (OR INABILITY TO USE) THE SERVICE PROVIDED UNDER THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND WHETHER OR NOT SUCH LOSSES WERE FORESEEABLE, EVEN IF SEEKINVEST HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES; (H) ANY ERROR BY SEEKINVEST, ITS SUPPLIERS OR VENDORS, OR YOU IN SENDING OR TRANSMITTING TRADE DATA TO OR FROM THE SERVICE; (I) ANY FAILURE BY A BROKER TO RECEIVE OR EXECUTE A TRADE ORDER TRANSMITTED USING THE SERVICE FOR ANY REASON WHATSOEVER EXCEPT AS A DIRECT RESULT OF SEEKINVEST’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT; (J) ANY FORCE MAJEURE EVENT; (K) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (L) YOUR FAILURE TO PROVIDE SEEKINVEST WITH ACCURATE ACCOUNT INFORMATION. ALL OF THE LIMITATIONS ON SEEKINVEST’S LIABILITY TO YOU WILL APPLY WHETHER OR NOT SEEKINVEST HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE TOTAL LIABILITY OF SEEKINVEST, ITS OFFICERS OR DIRECTORS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED FIFTY UNITED STATES DOLLARS ($50.00) (IF YOU ARE AN INDIVIDUAL USER AND NOT THE PRIMARY ACCOUNT HOLDER, OR ACCESSING THE SERVICE DURING A TRIAL PERIOD, ORUSING A FREE, BETA, EVALUATION OR OTHER UNPAID SUBSCRIPTION TO THE SERVICES) OR THE FEES PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE (IF YOU ARE A PAYING SUBSCRIBER TO THE SERVICE).

1. Indemnification.  During a paid Subscription Term (and specifically excluding any free Trial Period, beta, or other unpaid period of use), SeekInvest as indemnifying party will defend you against any third-party claim alleging that the Service or Marketing Materials duly licensed to you under this Agreement, when used by you or your Users as authorized under this Agreement, infringes the intellectual property right of that third party. You as indemnifying party will defend SeekInvest against any third-party claim that (a) any client data uploaded by you or your Users you’re your Account, or your use of the Service infringes the rights of third parties or violates applicable law or regulation, (b) is based on a breach by you of a fiduciary, legal, professional or contractual obligation owed by you to your client (excluding any breach to the extent caused by SeekInvest’s acts or omissions under this Agreement). The indemnifying party will indemnify and hold harmless the indemnified party from and against any damages and costs awarded against the indemnified party or agreed in settlement by the indemnifying party (including reasonable attorneys’ fees) resulting from such claim. In the event of a potential indemnity obligation under this Section, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this Section will not relieve the indemnifying party of its obligations under this Section, however the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this Section. The indemnifying party may not settle any claim in any matter that would require obligation on the part of the indemnified party (other than payment or ceasing to use infringing or unlawful materials), or any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Further, any indemnification obligation under this Section will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.

• Force Majeure. None of the parties will be held responsible for any delay or failure to perform any part of this Agreement to the extent such delay or failure results from any cause beyond its control and without the fault or negligence of the party claiming excusable delay, such as acts of God, acts of war or terrorism, extraordinary acts of the United States of America or any state, territory or political subdivision thereof, fires, storms, floods, epidemics, riots, work stoppages, strikes (work stoppages and/or strikes of any of the parties to this agreement are specifically excluded from the language of this section), embargoes, computer viruses, unauthorized access, systems failure, failure or technical difficulties with software, hardware or other equipment, downtime for hardware and software maintenance, failure of communication lines, telephone or other interconnect problems, unusual volumes of traffic, theft, government restrictions, exchange or market rulings, extreme market volumes or volatility, suspension of trading (declared or undeclared), failure of utility Service, adverse weather or events of nature. SeekInvest cannot ensure uninterrupted or error free access to the Service and there may be periods where access is delayed, limited or not available.

• General Legal Terms. The Agreement, combined with any Order, constitute the whole legal agreement between you and SeekInvest and govern your use of the Service, and completely replace any prior agreements between you and SeekInvest in relation to the Service. Except as otherwise expressly noted in this Agreement, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement, except as expressly set forth herein.  No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.  No terms or conditions stated in any document not referenced herein, or any purchase order of yours, vendor onboarding process or web portal, or any other ordering documentation (excluding Orders) will be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void, notwithstanding any language to the contrary therein, whether signed before or after this Agreement.  If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable. The Agreement, and your relationship with SeekInvest under the Agreement, will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. You agree that any dispute regarding the interpretation or enforcement of the terms will be decided by confidential, final and binding arbitration conducted by a mutually agreed to arbitrator located within Wilmington, in the State of Delaware, United States of America. The filing fees and arbitrator’s fees and costs in such arbitration will be borne by the non-prevailing party. The parties will be entitled to reasonable discovery of essential matters as determined by the arbitrator. In the arbitration, the parties will be entitled to all remedies that would have been available if the matter were litigated in a court of law. Notwithstanding this, you agree that SeekInvest will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. SeekInvest may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of SeekInvest, and any such attempted assignment will be void and unenforceable. There are no third-party beneficiaries under this Agreement. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.  Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Each party will comply with all applicable export and import laws and regulations of the United States and other applicable jurisdictions.  Without limiting the foregoing, (a) each party represents and warrants to the other that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) you will not (and will not permit any Users to) access or use any Service in violation of any U.S. export embargo, prohibition or restriction, and (c) you will not submit to the Service any information or data that is controlled under the U.S. International Traffic in Arms Regulations.