Terms and Use Agreement
This Agreement is an agreement between you ("User") and Forefield, Inc.
("Forefield") for use of the web-based applications known as Forefield Advisor,
Forefield Newsletters, Forefield Seminars, Forefield Continuing Education,
Forefield Web Content, Forefield Alerts, and related resource and services
(collectively "Forefield Services"). Please read and understand this User
Agreement.
1. GRANT OF LICENSE
Subject to the terms of this User Agreement, Forefield hereby grants to User
a worldwide, non-transferable, nonexclusive license to use Forefield Services,
for the term of this User Agreement, in connection with providing financial
advisory services to User's Clients (which term "Clients," as used in this User
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 User Agreement does not
grant User any title or right of ownership in Forefield Services.
2. TERM
This User Agreement shall become effective when User accesses Forefield Services, and shall continue in effect until terminated as provided in Section 6.2 below. Upon termination of this User Agreement, the license granted by Forefield to User hereunder shall immediately terminate. User shall cease using Forefield Services immediately upon the termination of this User 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 Forefield Services, and to
obtain a connection to Forefield Services over the Internet.
4. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTED USE
4.1 Forefield Rights User acknowledges Forefield is the sole owner of
Forefield Services and, except as expressly permitted herein, has the sole right
to grant licenses to Forefield Services . User acknowledges that Forefield
Services constitutes valuable confidential information and trade secrets,
proprietary to Forefield. User acknowledges that the Forefield Services web
site, as well as proprietary rights in and appurtenant to Forefield Services,
including without limitation to copyright, patent, and trade secret rights, are
and shall remain the sole property of Forefield. User shall have only the
limited use rights specifically granted by this User. Any rights not expressly
granted in this User Agreement are expressly reserved.
4.2 Copyright and other information User shall use reasonable efforts to
display all Forefield copyright, trademark, and other proprietary notices and
disclaimers. User shall not alter, remove, or conceal any copyright, trademark,
or other proprietary notice or disclaimer.
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 Forefield Services or portion thereof,
except to the extent Forefield has authorized User to use Forefield Services
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 Forefield Services, any
component or portion thereof or any document produced there from.
4.5 Confidentiality Except as expressly provided in Section 1 of this User
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
Forefield Services or related documentation to any person.
4.6 Export Regulations User agrees that User will comply at all times with,
and will not take any action which will cause Forefield 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 Forefield Services is not
exported or re-exported, directly or indirectly, in violation of United States
law or the law of any other applicable jurisdiction.
4.7 Security User agrees that the Forefield Services are intended for the
sole use of the User. User is responsible for maintaining the security and
confidentiality of User's password. USER SHALL NOT SHARE USER'S PASSWORD WITH
ANYONE. If you knows or suspects that the password has been compromised, you
should change your password immediately and contact customer support at
support@forefield.com.
5. PAYMENT
5.1 To the extent that Forefield makes available free or discounted
introductory trial memberships to Forefield Services, users shall not accept
more than a single such offer without the permission of Forefield. Accepting
more than a single such offer, whether by utilizing a false identity or by
providing Forefield with false or misleading registration information, or by
using any other means or circumstance, shall result in a termination of this
User Agreement.
5.2 Users who subscribe to Forefield Services ("Subscriber") have paid or
shall pay for the license and access to Forefield Services, and/or the provision
of any services provided by Forefield, or such other fees as are mutually agreed
upon by the parties for such license, access and/or services. If Forefield
invoices for any charges for a license granted, access to Forefield Services,
and/or services provided by Forefield, 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 Forefield 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 User Agreement. Any taxes,
levies, duties, import and export charges, and fees due pursuant to other forms
of taxation will be the responsibility of Subscriber.
5.3 Except where explicitly stated, Forefield Services are licensed on an
annual basis and are automatically renewed at the then current annual rate.
6. TERMINATION / RENEWAL
6.1 If any fee to be paid by Subscriber for the rights and license granted
herein is past due, Forefield may terminate this User Agreement and the license
granted hereunder without prior notice. Forefield in its sole and absolute
discretion, without prior notice, may terminate this User Agreement and the
license granted hereunder if User or Subscriber shall fail to comply with any
obligation under this User Agreement or any other agreement between such User or
Subscriber and Forefield, including without limitation, a breach of any
restrictions on the use of Forefield Services or any other intellectual property
licensed to User or Subscriber, any other infringement of the intellectual
property rights of Forefield, 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
Forefield, Forefield may also, in its sole and absolute discretion, without
prior notice, terminate any other agreement between User or Subscriber and
Forefield.
6.2 Subscriber may terminate the agreement on 30 days notice prior to the end
of the then existing annual term.
6.3 In addition, Forefield may terminate this User Agreement, with or without
cause, at any time on 30 days prior notice. 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 User Agreement.
7. EXCEPTIONS FOR VARIOUS TYPES OF SUBSCRIBERS; OTHER USERS
If your access to Forefield Services is provided by, or through an entity
("Enterprise"), with whom Forefield 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 FOREFIELD SERVICES IS AT USER'S SOLE
RISK. FOREFIELD SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR USER'S USE,
WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR
IMPLIED, OTHER THAN THE WARRANTY WHICH IS EXPRESSLY SET FORTH IN SECTION 9.1 OF
THIS USER AGREEMENT BELOW, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS
FOR A PARTICULAR PURPOSE, OF OPERABILITY, OF CONFORMANCE TO PUBLISHED
SPECIFICATIONS, NON-INFRINGEMENT, TITLE OR OF MERCHANTABILITY. LICENSEE
ACKNOWLEDGES THAT FOREFIELD SERVICES MAY BE MODIFIED OR MADE UNAVAILABLE AT
FOREFIELD'S DISCRETION, AND THAT IN THE CASE OF A MODIFICATION TO FOREFIELD
SERVICES , SUCH MODIFIED FOREFIELD SERVICES MAY NOT BE COMPATIBLE WITH OTHER
INFORMATION CREATED USING A PRIOR VERSION OF FOREFIELD SERVICES , AND THEREFORE
MAY NOT BE ACCESSIBLE VIA USE OF THE MODIFIED VERSION. FOREFIELD DOES NOT
GUARANTEE THAT FOREFIELD SERVICES WILL BE AVAILABLE FOR USE AT THE TIMES OR
LOCATIONS OF USER'S CHOOSING. THE ENTIRE LIABILITY OF FOREFIELD AND USER'S
EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF FOREFIELD SERVICES 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 FOREFIELD
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 FOREFIELD SERVICES, FOR ANY OTHER
CLAIM RELATED IN ANY WAY TO USER'S USE OF FOREFIELD SERVICES, OR ARISING FROM
ANY OTHER MATTER RELATING TO THIS USER AGREEMENT, EVEN IF FOREFIELD 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 FOREFIELD
SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
9. USE AND LIMITATIONS OF RESULTS
FOREFIELD IS NOT ENGAGED IN RENDERING INVESTMENT OR FINANCIAL ADVICE, AND THE
RESULTS OF USE OF FOREFIELD SERVICES MUST NOT BE REGARDED OR REPRESENTED AS
CONSTITUTING INVESTMENT OR FINANCIAL ADVICE. NOR SHALL FOREFIELD 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. 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
FOREFIELD SERVICES IN CONNECTION WITH THE DEVELOPMENT OF SUCH ADVICE. NOTHING
CONTAINED IN FOREFIELD SERVICES SHALL BE CONSTRUED AS (1) A RECOMMENDATION TO
BUY OR SELL ANY SECURITY OR INVESTMENT PRODUCT OR (2) AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OR INVESTMENT PRODUCT.
10. REPRESENTATIONS AND WARRANTIES
10.1 Representations and Warranties of Forefield Forefield represents and
warrants that it has the right to grant the licenses herein granted to User, and
that, to its knowledge Forefield Services 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
Forefield 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 Forefield
Services will be represented accurately and used in compliance with all
applicable laws and regulations.
10.3 Indemnification User shall defend, indemnify, and hold harmless
Forefield, and Forefield'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 User
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 User Agreement, without the prior written consent of
Forefield.
12. GOVERNING LAW AND JURISDICTION
Forefield Services is controlled by Forefield from its offices within the
state of Massachusetts, United States of America. By accessing Forefield
Services, User and Forefield agree that all matters relating to User's access or
use of Forefield Services shall be governed by the statutes and laws of the
Commonwealth of Massachusetts, without regard to the conflicts of laws
principles thereof.
13. NOTICES
All notices, requests, demands, and other communications 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), at such addresses as the parties may designate by written
notice.
14. ENTIRE AGREEMENT
This User Agreement constitutes the entire understanding and agreement
between Forefield and User regarding the terms and conditions of the licensing
of Forefield Services.
15. NONWAIVER AND SEVERABILITY
Forefield's failure to exercise any right or provision of this User Agreement
shall not constitute a waiver of such right or provision. If a court of
competent jurisdiction holds any provision of this User 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 User 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 User Agreement shall remain valid and
enforceable according to its terms.
16. INTERNATIONAL USERS
Forefield Services 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 Forefield intends to
announce such products, services, or programs in User's country. Forefield
Services is controlled, operated, and administered by Forefield from its offices
in Marlborough, Massachusetts, United States of America. Forefield makes no
representation that Forefield Services is appropriate or available for use at
other locations outside the United States, and access to Forefield Services from
territories where Forefield Services is illegal is prohibited. If User accesses
the Forefield Services from a location outside the United States, User is
responsible for compliance with all local laws.
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