Terms and Conditions
- Limitations on Use.
- You further agree that you will not do any of the following:
- take any action that imposes or may impose (in WealthCounsel’s sole discretion) an unreasonable or disproportionately large load on WealthCounsel’s infrastructure;
- copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the MarketPlace without WealthCounsel’s express prior written consent and the appropriate third party, as applicable;
- disrupt, interfere, or attempt to disrupt interfere with the proper working of the MarketPlace or any activities conducted on the MarketPlace; or
- bypass WealthCounsel’s robot exclusion headers or other measures WealthCounsel may use to prevent or restrict access to the MarketPlace.
- Use of the MarketPlace.
- You agree and acknowledge that WealthCounsel, and third party providers, are the provider of the Marketplace, and WealthCounsel may be the vendor of some Products (“WealthCounsel Products”). To the extent that WealthCounsel is the vendor of any WealthCounsel Products, the review, testing, analysis, purchase, and licensing of any WealthCounsel Products shall be provided for in a separate license or purchase agreement provided by WealthCounsel. For all other Products (“Vendor Products”), you agree and acknowledge that the review, testing, analysis, purchase, and licensing of any Vendor Products shall be provided for in a separate license or purchase agreement provided by the applicable Vendor. WealthCounsel is not a party to any agreement between you and any Vendor, and WealthCounsel has no responsibility or liability to you, or anyone else, for any Vendor Products. WealthCounsel makes no representations or warranties of any nature regarding any transaction conducted through the MarketPlace or Products. Further, WealthCounsel does not review, test, or endorse any Vendor Products, and you are fully responsible for your own review and analysis of all Vendor Products.
- Except for the gross negligence or willful misconduct of WealthCounsel, WealthCounsel, Vendors, and third party providers, shall have no liability of any nature to you in connection with your access to and use of the MarketPlace.
- You agree to resolve any disputes regarding any Products, including the purchase or licensing of any Products, or the availability of any Product through the MarketPlace, directly with the applicable Vendor, and WealthCounsel has no obligations or liability with respect to any such matters.
- WealthCounsel has no obligation to maintain specific Products or any products or services on the MarketPlace.
- You agree and acknowledge that certain information obtained by a Vendor through a transaction on the MarketPlace, or the access to and use of a Vendor Product, including client and related data and information, may be helpful or necessary for WealthCounsel to have for WealthCounsel to provide its own products and services to its members or customers, or for Vendor Products to be fully functional, including client and related information (“Shared Information”). You agree that Vendors may disclose to WealthCounsel Shared Information, and you consent to the disclosure of Shared Information by WealthCounsel, including through a means provided for transmitting data using the Product.
- Your Representations and Warranties; Covenants.
- You represent and warrant to WealthCounsel that any information you provide to WealthCounsel will be true, accurate and complete, and will not violate any law, statute, ordinance or regulation.
- You may be asked by a Vendor to provide personal or other information. You agree that all information provided will be true and accurate, and will not falsely identify yourself or impersonate or falsely represent your affiliation with any person or entity. You further agree that WealthCounsel may provide to Vendors information about you that WealthCounsel maintains.
- You agree to comply with any and all applicable tax laws, including but not limited to the reporting and payment of any taxes arising in connection with your use of the MarketPlace, or the purchase or licensing of Products. The reporting and payment of any such applicable taxes are your responsibility.
- You agree to comply with all applicable federal, state, and federal laws, rules, and regulations regarding the purchase or licensing, and the use of any Products acquired through the MarketPlace. If any transaction through the MarketPlace is illegal in your applicable jurisdiction, you agree to terminate your use of the MarketPlace, and not consummate such a transaction through the MarketPlace.
- Links to Other Websites.
The MarketPlace may contain links to other websites (“Linked Websites”). The Linked Websites are provided for your convenience and information only and, as such, you access them at your own risk. You agree and acknowledge that WealthCounsel is not responsible for, and does not endorse, the content of or anything that may be delivered to you or your computer as a result of accessing any Linked Websites, whether or not WealthCounsel is affiliated with the owners of such Linked Websites. Without limiting the generality of the foregoing, WealthCounsel is not responsible and shall have no liability for any viruses or other illicit code that may be downloaded from the MarketPlace, through a link found on the MarketPlace, or by accessing a Linked Website.
- Proprietary Rights.
You acknowledge and agree that the trademarks of WealthCounsel, and third party providers (the “Marks”), and the MarketPlace, and the content and look and feel of the MarketPlace, to the extent protectable, are proprietary, original works of authorship of WealthCounsel, or licensors of WealthCounsel, protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. You further acknowledge and agree that all right, title and interest in and to the Marks, the MarketPlace, and the content and look and feel of the MarketPlace are and shall remain with WealthCounsel or its licensors. You agree not to contest or infringe these rights, directly or indirectly, at any time. Without the prior written consent of WealthCounsel, your modification of the content, use of the content on any other MarketPlace or networked computer environment, or use of the content for any purpose other you’re your personal use, violates the copyrights, trademarks or other intellectual property rights of WealthCounsel or its licensors, and is prohibited. Except as expressly provided under this Agreement, you may not access or use any content on the MarketPlace, the Marks, or any other trademarks or copyrighted materials appearing on the MarketPlace, including without limitation any logos, without the express prior written consent of the owner of the mark or copyright.
- Interruptions in Service.
The MarketPlace and your access to and use of the MarketPlace may from time-to-time be unavailable to you or users of Your MarketPlace, whether because of technical failures or interruptions, intentional downtime for service or changes to the MarketPlace, or otherwise. You agree that WealthCounsel shall have no liability of any nature to you or any third party for any interruptions any modifications to the MarketPlace, and any interruption or unavailability of access to and use of the MarketPlace, or its content.
- No Warranties; Exclusion of Liability.
YOU UNDERSTAND AND EXPRESSLY AGREE TO THE FOLLOWING:
- YOUR USE OF THE MARKETPLACE, PURCHASE OR LICENSING OF ANY PRODUCTS AND SERVICES, AND RELIANCE UPON ANY AND ALL CONTENT AND SERVICES CONTAINED IN OR PROVIDED THROUGH THE MARKETPLACE, IS AT YOUR SOLE RISK. SUCH CONTENT AND PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WEALTHCOUNSEL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH RESPECT TO THE APPROPRIATENESS, ACCURACY, SUFFICIENCY, CORRECTNESS, VERACITY, VALUE, COMPLETENESS, AVAILABILITY, OR TIMELINESS OF THE DATA, METHODS, OR CONTENT CONTAINED IN OR PROVIDED THROUGH THE MARKETPLACE. WEALTHCOUNSEL DOES NOT WARRANT THE FUNCTIONS CONTAINED IN THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WEALTHCOUNSEL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- IN NO EVENT WILL WEALTHCOUNSEL BE LIABLE TO YOU, ANY USER OF THE MARKETPLACE, OR ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON THE CONTENT CONTAINED IN OR PROVIDED THROUGH THE MARKETPLACE OR THE PURCHASE OR LICENSING OF ANY PRODUCTS OR SERVICES. ANY PRODUCTS OR SERVICES YOU PURCHASE OR LICENSE, OR CONTENT YOU ACCESS, AND YOUR ACCESS TO AND USE OF THE MARKETPLACE, OR ANY LINKED WEBSITE, IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY PRODUCTS OR AND PURCHASED OR LICENSED, AND DAMAGE TO YOUR EQUIPMENT, SOFTWARE, LOSS OF DATA, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OR ALTERATION OF PERSONAL RECORDS, THE RELIANCE UPON OR USE OF DATA, CONTENT, OPINIONS OR OTHER MATERIALS APPEARING ON THE MARKETPLACE, OR A LINKED WEBSITE, OR OTHER PERSONAL LOSS THAT RESULTS FROM YOUR ACCESS TO AND USE OF THE MARKETPLACE, THE PURCHASE OR LICENSING OF ANY PRODUCT OR SERVICE, OR THE DOWNLOAD OR USE OF ANY MATERIAL ON THE MARKETPLACE OR A LINKED WEBSITE.
- TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WEALTHCOUNSEL BE LIABLE TO YOU, OR ANY USER OF THE MARKETPLACE, OR TO ANY THIRD PARTY FOR ANY LOSS, EXPENSE, OR DAMAGE, OF ANY NATURE, INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND INCLUDING LOST PROFITS OR LOST REVENUE, CAUSED DIRECTLY OR INDIRECTLY BY THE USE OR RELIANCE UPON CONTENT OR SERVICES OBTAINED BY OR PROVIDED THROUGH THE MARKETPLACE, OR FOR ANY ERROR OR OMISSION, OR OTHERWISE IN ANY WAY CONNECTED WITH ACCESS TO AND USE OF THE MARKETPLACE, WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF WEALTHCOUNSEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY DAMAGE OR INJURY WILL NEED TO BE PAID BY OR RESOLVED WITH THE APPLICABLE VENDOR.