This Agreement ( “Agreement”) is an agreement between you ("User") and Covisum, LLC ("Licensor"), having its principal place of business at 2120 S 72ND ST. STE. 1000, Omaha, NE 68124, for use of Licensor’s web-based software applications and supporting resources and information, supplied by Licensor herewith, including source code and object code, as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof, and any program marketing materials including seminar presentations, flyers and other collateral (collectively referred to as “Program”). User and Licensor may each be referred to herein as a “Party” or may be collectively referred to as the “Parties.”
BY CLICKING ON THE ACCEPT BUTTON, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. YOU FURTHER CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO COVISUM THE RIGHTS SET FORTH HEREIN.
1. GRANT OF LICENSE
Subject to the terms of this Agreement, Licensor hereby grants to User a worldwide, non-transferable, nonexclusive license to use Program, for the term of this Agreement, in connection with providing financial advisory services to User's Clients (which term "Clients," as used in this Agreement, shall mean individuals to whom the User provides financial services, assistance, and/or advice regarding their own personal financial situation, which individuals are not employees or independent contractors of the User or the User's employer) and for User's personal use. This Agreement does not grant User any title or right of ownership in Program.
This Agreement shall become effective when User accesses Program, and shall continue in effect until terminated as provided in Section 6 below. Upon termination of this Agreement, the license granted by Licensor to User hereunder shall immediately terminate. User shall cease using Program immediately upon the termination of this Agreement.
3. HARDWARE AND THIRD PARTY SOFTWARE AND SERVICES
The User has the sole responsibility to obtain and properly configure appropriate hardware and software necessary to use Program, and to obtain a connection to Program over the Internet.
4. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTED USE
4.1 Licensor Rights
User acknowledges Licensor is the sole owner of Program, and all enhancements, corrections and modifications to Program, and, except as expressly permitted herein, has the sole right to grant licenses to Program. User acknowledges that Program constitutes valuable confidential information and trade secrets, proprietary to Licensor. User acknowledges that Program, as well as proprietary rights in and appurtenant to Program, including without limitation to copyright, patent, trademark, trade secret and other intellectual property rights protecting or pertaining to Program (or an enhancements, corrections or modifications) , are and shall remain the sole property of Licensor. User shall have only the limited use rights specifically granted by this Agreement. Any rights not expressly granted in this Agreement are expressly reserved by Licensor.
4.2 Copyright and Content Usage
The pages or documents on this website, or portions thereof, including but not limited to all text, graphics, software, and other files, as well as their selection and arrangement, (collectively, the "Content") are the property of Licensor. Copyright © Covisum, LLC, All rights are reserved. All Content presented may not be copied, distributed, republished, framed, licensed, sublicensed, downloaded, displayed, posted, sold, resold, or transmitted, in any form or by any means, in whole or in part, without Licensor’s prior written permission. By way of example, and without limitation, if User desires to copy or display all or any portion of the Content on User’s own website, User must first request written permission.
To obtain written permission, please contact firstname.lastname@example.org
Upon receiving written permission to use Content, any copy of the Content or portion thereof must include the following copyright notice: "Copyright © Covisum, LLC All Rights Reserved.” and must retain all other proprietary notices and disclaimers. Notwithstanding anything to the contrary herein, Licensor shall have the right to revoke such authorization at any time, and any such use shall be discontinued by User upon notice from Licensor.
4.3 No De-compilation or Modification
User shall not modify copy, translate, or otherwise prepare derivative works, reverse engineer, disassemble, de-compile, recreate, or generate any of Program or portion thereof, except to the extent Licensor has authorized User to use Program contrary to this section pursuant to a separate written agreement.
4.4 No Transfer
User shall not, in whole or in part, rent, lease, sublicense, sell, assign, or otherwise transfer Program, any component or portion thereof or any document produced there from.
Except as expressly provided in Section 1 of this Agreement, User shall not use, give permission in connection with the use of, copy, disclose, or make available, directly or indirectly, all or any portion of Program or related documentation to any person.
Each Party agrees that all information provided to it in connection with this Agreement from the other Party shall be considered confidential and proprietary information (“Confidential Information”) and shall not be disclosed to any third party without the prior written consent of the Disclosing Party.
Each Party shall use commercially reasonable efforts to avoid the loss, unauthorized disclosure and/or unauthorized use of any Confidential Information of a disclosing Party. Each party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). Each Party agrees to maintain commercially reasonable physical, electronic and procedural safeguards designed to ensure the security and confidentiality of Confidential Information and to protect against anticipated threats or hazards to or unauthorized access to or use of Confidential Information.
4.6 Export Regulations
User agrees that User will comply at all times with, and will not take any action which will cause Licensor to fail to comply at all times with, all relevant export laws and regulations of the United States and/or any other applicable jurisdiction, to assure that Program is not exported or re-exported, directly or indirectly, in violation of United States law or the law of any other applicable jurisdiction.
User agrees that Program is intended for the sole use of the User. User is responsible for maintaining the security and confidentiality of User's password. Users shall not share user’s password with anyone except for dedicated assistants.
4.8 Audit Rights
User authorizes Licensor or its designee to audit its compliance with this Agreement, as Licensor deems reasonable.
4.9 Irreparable Harm
User acknowledges that money damages may not be an adequate remedy for any breach or violation of any requirement set forth in Section 4 of this Agreement and that any such breach or violation may leave Licensor without an adequate remedy at law. User therefore agrees that, in addition to any other remedies available at law, in equity or under this Agreement, Licensor shall be entitled to obtain temporary, preliminary and permanent injunctive relief, without bond, from a court of competent jurisdiction to restrain any such breach or violation.
All upgrades and enhancements made available to User shall become part of the Program and become subject to this Agreement.
4.11 Beta Version
In the event User is using a beta version of Program, User hereby acknowledges that Licensor is currently testing the accuracy, as well as other aspects, of Program and that User shall not rely on any results produced by a beta version of Program. NOTWITHSTANDING THE FOREGOING SENTENCE, ANY VERSION OF Program, WHETHER BETA OR NOT, IS PROVIDED “AS IS,” AND, USER EXPRESSLY AGREES THAT THE USE OF Program, IN ANY VERSION, IS AT USER'S SOLE RISK.
To the extent that Licensor makes available free or discounted introductory trial offers to Program, User shall not accept more than a single such offer without the permission of Licensor. Accepting more than a single such offer, whether by utilizing a false identity or by providing Licensor with false or misleading registration information, or by using any other means or circumstance, shall result in a termination of this Agreement. Free or discounted introductory trial offers are subject to availability and Licensor reserves the right to terminate any free or discounted introductory trial offer at any time.
Users who subscribe to Program ("Subscriber") have paid or shall pay for the license and access to Program, and/or the provision of any services provided by Licensor, or such other fees as are mutually agreed upon by the parties for such license, access and/or services. If Licensor invoices for any charges for a license granted, access to Program, and/or services provided by Licensor, Subscriber shall pay such invoice in full within thirty (30) days of the date of the applicable invoice. The charges for the license granted and/or services provided by Licensor are exclusive of any and all taxes, levies, duties, import and export charges, or any other form of taxation properly chargeable with respect to this Agreement. Any taxes, levies, duties, import and export charges, and fees due pursuant to other forms of taxation will be the responsibility of Subscriber.
Except where explicitly stated, Program is licensed on a monthly basis and is automatically renewed at the then current monthly rate.
6. TERMINATION / RENEWAL
If any fee to be paid by Subscriber for the rights and license granted herein is past due, Licensor may terminate this Agreement and the license granted hereunder without prior notice. Licensor in its sole and absolute discretion, without prior notice, may terminate this Agreement and the license granted hereunder if User or Subscriber shall fail to comply with any obligation under this Agreement or any other agreement between such User or Subscriber and Licensor, including without limitation, a breach of any restrictions on the use of Program or any other intellectual property licensed to User or Subscriber, any other infringement of the intellectual property rights of Licensor, or if any representation of User or Subscriber shall be inaccurate, or if any warranty of User or Subscriber shall be breached. If User or Subscriber in any way infringes the intellectual property rights of Licensor, Licensor may also, in its sole and absolute discretion, without prior notice, terminate any other agreement between User or Subscriber and Licensor.
Subscriber may terminate the agreement at any time by following the “Cancellation” procedure outlined in the Program website. Termination will be effective upon the expiration of any pre-paid term.
In addition, Licensor may terminate this Agreement, with or without cause, at any time. Termination will be effective immediately. If such termination is without cause, a pro-rated refund of the subscription fee will be paid to Subscriber. All obligations relating to non-use and nondisclosure and any other applicable provisions, shall survive termination of this Agreement.
7. ENTERPRISE USERS
If your access to Program is provided by, or through an entity ("Enterprise"), with whom Licensor has a preexisting agreement, some or all of the "Fees and Payments" and "Renewal" terms may not apply to you. Please contact the Enterprise for details.
8. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
USER EXPRESSLY AGREES THAT THE USE OF Program IS AT USER'S SOLE RISK. Program IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR USER'S USE, WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF OPERABILITY, OF CONFORMANCE TO PUBLISHED SPECIFICATIONS, NON-INFRINGEMENT, TITLE OR OF MERCHANTABILITY. USER ACKNOWLEDGES THAT Program MAY BE MODIFIED OR MADE UNAVAILABLE AT LICENSOR'S DISCRETION, AND THAT IN THE CASE OF A MODIFICATION TO Program , SUCH MODIFIED Program MAY NOT BE COMPATIBLE WITH OTHER INFORMATION CREATED USING A PRIOR VERSION OF Program , AND THEREFORE MAY NOT BE ACCESSIBLE VIA USE OF THE MODIFIED VERSION. LICENSOR DOES NOT GUARANTEE THAT Program WILL BE AVAILABLE FOR USE AT THE TIMES OR LOCATIONS OF USER'S CHOOSING. THE ENTIRE LIABILITY OF LICENSOR AND USER'S EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF Program SHALL BE THE RECOVERY OF DIRECT DAMAGES, IN AN AMOUNT NOT TO EXCEED THE AMOUNT OF ANY FEE PAID FOR THE MATERIAL OR SERVICE CAUSING SUCH DAMAGE. IN NO CASE SHALL LICENSOR BE LIABLE FOR LOST OR CORRUPTED DATA, LOST PROFITS, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION ARISING FROM THE USE BY USER OF Program, FOR ANY OTHER CLAIM RELATED IN ANY WAY TO USER'S USE OF Program, OR ARISING FROM ANY OTHER MATTER RELATING TO THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE WARRANTIES SHALL BE EXCLUDED AND THE LIABILITY OF LICENSOR SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
9. USE AND LIMITATIONS OF RESULTS
LICENSOR IS NOT ENGAGED IN RENDERING INVESTMENT OR FINANCIAL ADVICE, AND THE RESULTS OF USE OF Program MUST NOT BE REGARDED OR REPRESENTED AS CONSTITUTING INVESTMENT OR FINANCIAL ADVICE. NOR SHALL LICENSOR BE DEEMED IN ANY WAY TO BE ACTING AS AN INVESTMENT ADVISER AS THAT TERM IS DEFINED AND USED IN THE INVESTMENT ADVISER'S ACT OF 1940, AS AMENDED OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. INFORMATION AND INTERACTIVE CALCULATORS ARE MADE AVAILABLE TO USER FOR USER’S INDEPENDENT USE AND IS INTENDED TO PROVIDE GENERAL INFORMATION ABOUT THE SUBECT MATTER WITH THE UNDERSTANDING THAT LICENSOR IS NOT RENDERING INVESTMENT ADVICE. LICENSOR DOES NOT GUARANTEE ITS APPLICABILITY OR ACCURACY IN REGARDS TO USER’S OWN CIRCUMSTANCES. ALL EXAMPLES ARE HYPOTHETICAL AND ARE FOR ILLUSTRATIVE PURPOSES ONLY. AS A PROFESSIONAL FINANCIAL ADVISOR OR PLANNER, REGISTERED REPRESENTATIVE, INSURANCE AGENT AND/OR REPRESENTATIVE, OR IN ANY OTHER STATUS WHEREBY USER MAKES A LIVING BY PROVIDING FINANCIAL, INVESTMENT AND/OR INSURANCE ADVICE TO OTHERS, USER BEARS ALL RESPONSIBILITY FOR ADVICE AND SERVICES FURNISHED TO USER'S CLIENTS, REGARDLESS OF WHETHER USER EMPLOYED Program IN CONNECTION WITH THE DEVELOPMENT OF SUCH ADVICE. NOTHING CONTAINED IN Program SHALL BE CONSTRUED AS (1) A RECOMMENDATION TO BUY OR SELL ANY SECURITY, INVESTMENT PRODUCT OR INSURANCE PRODUCT; (2) AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OR INVESTMENT PRODUCT; OR (3) A RECOMMENDATION TO MAKE ANY SPECIFIC CHANGE TO A FINANCIAL PLAN. USER SHOULD SEEK PERSONALIZED ADVICE FROM QUALIFIED PROFESSIONALS REGARDING ALL PERSONAL FINANCE ISSUES.
10. REPRESENTATIONS AND WARRANTIES
10.1 Representations and Warranties of Licensor
Licensor represents and warrants that it has the right to grant the licenses herein granted to User, and that, to its knowledge Program and the exercise by User of the rights herein granted shall not infringe any copyright, patent, or trade secret of any third party.
10.2 Representations and Warranties of User
User represents and warrants to Licensor that User is a qualified financial professional and that User has all required licenses to engage in these services, and that User's use of Program will be represented accurately and used in compliance with all applicable policies, rules, laws and regulations.
User shall defend, indemnify, and hold harmless Licensor, and Licensor's employees, officers, directors, shareholders, and agents, from and against any and all claims, suits, loss, damages, cost or expense (including without limitation attorneys' fees) resulting from any breach or alleged breach of any covenant, representation, or warranty in this Agreement or relating or arising in any way out of any services or advice alleged to have been rendered or not rendered by or on behalf of User to any third party.
11. NO ASSIGNMENT
User may not assign or otherwise transfer any of its rights, duties, or obligations under this Agreement, without the prior written consent of Licensor.
12. GOVERNING LAW AND JURISDICTION
Program is controlled by Licensor from its offices within the state of Nebraska, United States of America. By accessing Program, User and Licensor agree that all matters relating to User's access or use of Program shall be governed by the statutes and laws of the State of Nebraska, without regard to the conflicts of laws principles thereof. User consents to the exclusive jurisdiction and venue of the federal and state courts in Douglas County, Nebraska for resolution of any disputes concerning this Agreement.
All notices, requests, demands, and other communications (collectively, “Notices”) called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when delivered or three (3) days after mailing by U.S. certified mail, return receipt requested, postage prepaid (unless other mode(s) of delivery are specified), to 2120 S 72ND ST. STE. 1000, Omaha, NE 68124 for Notices to Licensor and to the address on record with Licensor for Notices to User or such addresses as the parties may designate by written notice.
14. EMAIL ANNOUNCEMENTS
User hereby consents to receive email from Licensor, at the email address provided to Licensor, for customer service-related and promotional purposes and in connection with providing information regarding updates, new products or features, informational notifications, and motivational alerts. User may opt out of receiving promotional emails by clicking on the unsubscribe link within the promotional emails.
15. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between Licensor and User regarding the terms and conditions of the licensing of Program.
16. NONWAIVER AND SEVERABILITY
Licensor's failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of this Agreement to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of this Agreement remain in full force and effect. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
17. INTERNATIONAL USERS
Program can be accessed from countries around the world and may contain references to products, services, and programs that are not available in other countries. These references do not imply that Licensor intends to announce such products, services, or programs in User's country. Program is controlled, operated, and administered by Licensor from its offices in Nebraska, United States of America. Licensor makes no representation that Program is appropriate or available for use at other locations outside the United States, and access to Program from territories where Program is illegal is prohibited. If User accesses the Program from a location outside the United States, User is responsible for compliance with all local laws.