Terms and Conditions

Company has developed multiple systems including but not limited to this specific portal system (“System”) designed to provide Financial Service Professionals and their professional staffs (“FSP(s)”) \with an online application to access and view confidential information and conduct business operations. The access and use of Company’s System by the FSP (hereinafter where appropriate, FSP may be referred to as a “User”) are conditioned on the User’s acceptance of the terms and conditions outlined below

1.      Definitions. For the purposes of this Agreement, the terms set forth below shall be defined as follows:

a.       “Company” shall refer to KonnexMe, LLC and Nextek, LLC, along with any person or entity that directly or indirectly controls, is controlled by, is under common control with, or is associated through constructive ownership with the Company. The term “Company” shall also expressly include Gradient Financial Group, LLC, along with Gradient Financial Group, LLC’s contracted member companies.

b.      “FSP” shall refer to the Financial Services Professional.

c.       “Consumer” shall refer to the client of the FSP.

d.      “User” shall refer to FSP while they are utilizing the System and/or Services.

e.       “GFG Member” shall refer to one or all of the member companies of Gradient Financial Group, LLC

f.        “Services” shall refer to any of the services available to FSP through KME, including but not limited to: (a) KME’s technology Services (e.g. Advisor BaseCamp, Virtual Advisor, Case Central, or Generational Vault), (b) KME’s administrative and/or marketing support Services (e.g. Data Entry, or Data Migration Services), and (c) any technology, marketing, or other services offered by third parties in cooperation with KME (e.g. Account Sync, Insurance Policy Sync (powered by ByAllAccounts).

g.      “System” shall refer to the KonnexME, LLC’s developed business system designed to provide FSP with an online application to access KonnexME, LLC’s services. The term “System” shall also include, but shall not be limited to, all of the services and materials provided by KonnexME, LLC to the FSP through the online application and online portal.

h.      “Confidential Information” shall refer to information about Company and its employees, customers, and/or suppliers that is not generally known outside of Company that you learned of or have learned of as a result of the relationship between you and Company. Confidential Information includes, but is not limited to, software and software codes or coding, business and employment policies, reports, diagrams, tables, customer lists, customer information, customer contacts, consumer information, template marketing materials, financial plans, and price lists. Confidential Information shall also refer to personal information, materials and documents that may be uploaded by Consumer, FSP and/or User onto the System through the Services.

i.        “Trade Secret” shall refer to Confidential Information which constitutes a “trade secret” under the common law or statutory law of the State of Minnesota.

 

2.      Confidential Information Acknowledgement. FSP acknowledges and agrees to the following:

 

a.       FSP may, by and through its relationship with Company, receive or have access to certain confidential, proprietary, and/or non-public materials, information, or software belonging to Company, including but not limited to, any and all trade secrets or electronic information or materials containing information regarding the Company’s business, operations, technology, know-how, ideas, concepts, marketing platforms, or clients. All information provided to FSP by Company, including marketing information and software, shall be deemed “Confidential Information,” irrespective of whether or not such information has been identified by the Company as such.

 

b.      All Confidential Information is and shall remain the exclusive property of the Company. FSP shall not, without the express prior written consent of the Company, disclose Confidential Information to any other person or entity (including any Broker-Dealer, Independent Marketing Organization or Registered Investment Advisory Firm with whom FSP is affiliated) or permit any agent, employee, or affiliate of FSP to use or disclose Confidential Information to any other person or entity. FSP shall not use Confidential Information for any purpose other than FSP’s relationship with Company, and agrees that all Confidential Information will ONLY be used for insurance, annuities, investment, securities, or advisory business written through Company. FSP agrees that all Confidential Information will immediately be returned upon the specific request of Company.

c.       FSP agrees that FSP is solely responsible for FSP’s own licensure and regulatory compliance. By your acknowledgement, FSP: (i) agrees to only use Confidential Information, including Company produced or distributed materials, in a manner that complies with the applicable federal, state, and local laws and regulations; (ii) accepts sole responsibility for FSP’s own use of Confidential Information; and (iii) acknowledges that Company will not assume responsibility for, or warrant the accuracy of, any such Confidential Information, including third-party materials or services, whether for compliance purposes or otherwise. Although Confidential Information may include general information on legal issues commonly encountered in the industry, FSP acknowledges that any such information provided to FSP by Company is not legal advice and is being provided for self-help purposes only. Further, FSP agrees and acknowledges that Company is not a law firm and cannot provide legal advice, and that Company is not a substitute for an attorney or law firm. Communications between FSP and Company are not protected by the attorney-client privilege or work product doctrine.

 

d.      Section 2 (a) – (c) of this Service Agreement shall remain in effect indefinitely. FSP understands and acknowledges that unauthorized use or disclosure of any Confidential Information will cause irreparable damage to the Company, and FSP acknowledges that Company may seek and obtain injunctive relief, without having to prove actual damages, against the breach – or threatened breach – of the disclosure of any Confidential Information by FSP in addition to any other legal remedies that may be available.

 

3.      Confidentiality and Non-Disclosure. FSP shall regard and treat all Confidential Information and Trade Secrets as strictly confidential and wholly-owned by Company.

a.       Commercially Responsible Efforts and Notification. The FSP shall exercise its best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information of Company by, disclosed to, or made available to it. The FSP shall immediately notify Company of any use, actual disclosure, or request for disclosure of any Trade Secrets or Confidential Information of which the FSP becomes aware. FSP shall assist FSP, to the extent necessary, in the procurement or any protection of the FSP’s rights to or in any of the Trade Secrets or Confidential Information.

b.      Return of Confidential Information and Trade Secrets. Immediately upon termination of this Agreement or at any point prior to or after that time upon the specific request of Company, FSP shall return to the Company all written or descriptive materials of any kind in the FSP’s possession relating to any Confidential Information or Trade Secrets.

4.      Prohibited Use of Confidential Information. In addition to those statements addressed herein, specifically as addressed in Section 2 (b), FSP agrees that it shall not, at any time, perform any activities that will involve the utilization or communication of Trade Secrets or Confidential Information of Company on behalf of or to any person or entity other than Company.

5.      Terms of Use.

 

a.       Authorized Use. FSP shall use commercially reasonable efforts to cause all persons obtaining access to the Services due to their relationship with FSP, whether that is FSP or an employee/agent of FSP (“Users”) to access the Services solely in accordance with the terms and conditions outlined herein, all applicable laws, rules, and regulations, and Company security policies, as reasonably implemented by Company from time to time. User shall use the System for accessing his or her accounts only and in accordance with the terms and conditions outlined herein, all applicable laws, rules, and regulations, and Company security policies, as reasonably implemented by Company from time to time. User shall not post or transmit unlawful, libelous, pornographic, obscene, sexually erotic, or similarly objectionable information of any kind, including without limitation transmissions that would violate any local, state, national or foreign law; post any chain letters or solicit interest in any pyramid schemes; or knowingly post or transmit any information or software which contains a virus, Trojan horse, worm, or other harmful component. Company reserves the right, but has no obligation, to monitor the System to ensure compliance with this section by the User. Company may disclose any information as necessary or appropriate to satisfy any law, regulation, or other government request, to operate the System properly, or to protect itself and its customers. Company reserves the right, but shall not be obligated, to refuse to post or to remove any information or materials that Company determines in its reasonable business discretion to be unacceptable, undesirable, or inappropriate. User shall be solely responsible for the actions of the User while using the Services and System and for any and all content or data entered into and stored on the System by User.

 

b.      Obligations. The User is responsible for determining whether the System will achieve the results the User desires; procuring, installing, and operating the computers, hardware, communications lines, and operating systems required for User’s use of the System; providing a proper environment and proper utilities for the User’s computers on which the System and Software operate; adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; adopting procedures to identify and correct User errors and omissions; and providing an authorized primary and a backup point of contact who shall coordinate communication and activities, make or facilitate the making of decisions during the implementation process, and post implementation. The User’s obligations shall also include the following:

 

                                                              i.      Accounts. As a registered user of the System, the User shall need to establish an account. The User shall be solely responsible for maintaining the confidentiality and security of the User’s account and for all activities that occur on or through the User’s Account, and the User agrees to immediately notify Company of any security breach of the User’s account. The User further acknowledges and agrees that the System is designed and intended for the User’s use and the User shall not share the User’s account and/or password details with any other individual. The User is solely responsible for any actions taken upon or that fall under the User’s account. Absent recklessness on the part of Company, Company shall not be responsible for any losses arising out of the unauthorized use of User’s account resulting from User’s failure to follow these rules. User shall be the ONLY individual authorized to use the System under the User’s account. No third party individual or entity may use the System without the express written consent of the Company.

                                                            ii.      Compliance. The User (i) is solely responsible for compliance with, and agrees to fully comply with, all applicable federal, state, and local laws and regulations; (ii) accepts sole responsibility for the User’s use of the System, as well as for the dissemination of and User’s use of any work product arising out of the System; and (iii) acknowledges that Company does not assume responsibility for or warrant the accuracy of any such work product, whether for compliance purposes or otherwise.

 

c.       Use of Logos, Content, and Designs. All System marks, graphics, and logos used in connection with the System are the property of Company (not including the professional logo of any FSP or any personal pictures uploaded by the FSP). User acknowledges and agrees that Company owns all legal right, title, and interest in and to the System, including but not limited to graphics, user interface, the scripts and software used to implement the System, and any software provided to you as a part of and/or in connection with the System (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. User further agrees that the System (including the Software or any other part thereof) contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. User agrees that they will not use such proprietary information or materials in any way whatsoever except for use of the System in compliance with this Agreement. No portion of the System may be reproduced in any form or by any means, except as expressly permitted in these terms. User is granted no right or license in any of the aforesaid marks, graphics, and logos, and User agrees not to remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained on or within any work product arising out of the System.

 

d.      Prohibited Activities. User agrees that User will NOT use the System, or permit any other person that User approves access to use the System to:

 

                                                              i.      upload, download, post, email, transmit, store, or otherwise make available any content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;

                                                            ii.      engage in any copyright infringement or other intellectual property infringement (including uploading any content to which you do not have the right to upload), or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement;

                                                          iii.      upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the System (or any part thereof), or any other computer software or hardware;

                                                          iv.      interfere with or disrupt the System (including accessing the System through any automated means, like scripts or web crawler), or any servers or networks connected to the System, or any policies, requirements or regulations of networks connected to the System (including any unauthorized access to, use or monitoring of date or traffic thereon);

                                                            v.      plan or engage in any activity that does not comply with applicable laws or regulations; and/or

                                                          vi.      gather and store personal information on any other users of the System to be used in connection with any of the foregoing prohibited activities.

 

e.       Cessation of System Access. User’s access to the System shall be restricted and or terminated for any of the following reasons:

 

                                                              i.      If the User participates in or allows another individual to use the System in a manner that is prohibited under this Agreement;

                                                            ii.      If User fails to abide by the provisions of this Agreement;

                                                          iii.      If the FSP fails to write business with the Company or GFG Member within ninety (90) days from their last submission of business with the Company or GFG Member;

                                                          iv.      If the FSP fails to remain in good standing with the Company and/or GFG Members; or

                                                            v.      For any reasonable reason, as decided at the sole discretion of the Company, and without prior notice.

6.      Non-Disparagement. User agrees that during the term of this Agreement with Company hereunder and thereafter, User will not, either directly or indirectly, disparage, defame, or besmirch the reputation, character, or image of Company or its products, services, agencies, directors, or officers.

7.      Indemnification. The FSP shall indemnify, hold harmless and defend Company and its officers, directors, employees, agents and advisors from and against, and will reimburse those indemnified parties with respect to, any and all claims, demands, causes of action, proceedings, losses, damages, debts, expenses, liabilities, fines, penalties, deficiencies, judgments or costs, including reasonable attorney fees, court costs, amounts paid in settlement and costs and expenses of investigations, at any time asserted against or incurred by any of those indemnified parties arising out of, in connection with, resulting from or by reason of (i) any breach of this Agreement by the FSP, or (ii) any negligent or willful act or omission of the FSP in connection with this Agreement.

8.      Compliance. FSP represents and warrants that the execution, delivery, and performance of their obligations under this Agreement shall not violate any governmental law, regulation, permit, approval, license, order, or other legal requirement and will not require any consent that has not previously been obtained. FSP further agrees that he or she shall use commercially reasonable efforts to conduct his or her activities and obligations under this Agreement in compliance with the laws and regulations of any applicable state, federal, or self-regulatory authorities. FSP shall be solely responsible for assuring that the materials he or she submits to Company comply with all applicable federal, state, local, and self-regulatory authority laws and regulations. Company shall not be held responsible for any and all materials submitted to or activities participated in by the FSP that are discovered to be in breach of the laws and regulations of any applicable local, state, or federal government agencies or any other self-regulatory authority. Company shall not be held responsible for the compliance of any and all materials encompassed on or produced by Company with all applicable federal, state, local, and self-regulatory authority laws and regulations.

9.      Force Majeure. FSP agrees to hold Company harmless for any failure of access or availability of the System and/or Services due to causes beyond Company’s reasonable control, including, but not limited to, acts of God, fire, wind, flood, war, sabotage, power outages, or downtime of data network carriers or other internet access provider.

 

10.  Non-Solicitation. During the term of the Agreement, FSP shall not solicit, interview, hire, or discuss employment prospects with any employee of the Company or agent FSP learned of or conducted business with through FSP’s relationship with Company, without the prior written approval of Company; nor will FSP solicit, interview, hire or discuss employment prospects with any former officer or employee of the Company who voluntarily or involuntarily terminated their employment for a period of eighteen (18) months after such termination without the prior written approval of Company.

 

11.  Ownership of Software, System and Reports. FSP agrees and acknowledges that the software used by the System is exclusively owned by Company. FSP shall not at any time allow a third party access to or use of the Company software pursuant to the “Users” sections as defined herein. FSP agrees that any and all materials generated by Company shall only be distributed to the FSP for the sole use with the Consumer. FSP shall obtain prior written consent of Company prior to any distribution of the reports to any third-party individual or entity. FSP may have access through the system to certain third party services. Company shall not be held liable, in any form or fashion, for any and all services provided by third party vendors. FSP and User shall be solely responsible for their use, in any form or fashion, of the materials or services received from third party vendors.

 

12.  Advice and Representations. FSP agrees and acknowledges that the news articles, postings, industry memorandum or other documents and or articles linked to or acknowledged on the System are meant to be used purely for informational purposes and in no way are meant to be taken as recommendations. Company does not warrant or represent the statements made in these informational materials as accurate. Company shall not be responsible for any advice, recommendation, or representation made by FSP to Consumer as a result of the FSP’s use of the System or the informational materials listed on the System.

 

13.  Third Party Services. Company shall provide reasonable basic support and assistance regarding matters involving third party services, however, all issues, malfunctions or questions beyond Company’s basic training should be directed to the applicable third party service provider. While using the third party services, FSP (i) is solely responsible for compliance with, and agrees to fully comply with, all applicable federal, state, and local laws and regulations; (ii) accepts sole responsibility for the FSP’s use of the third party services, as well as for the dissemination of and FSP’s use of any work product arising out of the third party services;(iii) FSP is solely responsible for ensuring that FSP’s use of the third party services does not violate their licensures; and (iv) acknowledges that Company and the third party service providers do not assume responsibility for or warrant the accuracy of any such work product, whether for compliance purposes or otherwise. Such third party services shall include, but are not limited to services provided by LaserApp, ByAllAccounts, Case Central, KonnexMe, and third party news outlets.

 

14.  Company’s Right to Update and Amend Agreement. Company may update and amend the terms of this Agreement from time to time.

 

15.  Eligibility for Company Services. Company currently only offers access to the System to eligible Users. In the event the FSP becomes ineligible to use the Services, the User may lose, at Company’s sole discretion, his or her right to access the System.

 

16.  Privacy. The FSP hereby understands that by using the System, the FSP consents and agrees to the collection and use of certain information about the FSP and the FSP’s use of the System. The FSP further consents and agrees that Company may collect, use, transmit, process, and maintain information related to the FSP’s Account, and any devices or computers registered thereunder, for purposes of providing the services, and any features therein, to the FSP and other clients of Company. Information collected by Company when the FSP uses the System may also include technical or diagnostic information related to the FSP’s use that may be used by Company to support, improve and enhance Company’s System.

 

17.  Disclaimer for Third Party Services. Company will take reasonable precautions to safeguard the property entrusted to it by the User. In the absence of recklessness on the part of Company, however, Company is not responsible for loss, destruction, damage, or unauthorized use by others of such property. Although Company may use its best efforts to guard against any loss to the User through the failure of Company’s third party vendors, media, or others to perform in accordance with their commitments, Company is not responsible for failure on the part of any such third party. Company shall not be held responsible for quality, price, performance, or delivery of such a third party service. Company will make reasonable basic attempts to help User resolve any technical issues that User may have with the third party services, but in no way is Company responsible for resolution of said technical issues. User must contact the applicable third party for necessary help, guidance and resolution to technical issues and malfunctions.

 

18.  Limited License. Company hereby grants User a personal, non-exclusive, non-transferable, limited license to use the software and materials provided to the User by Company as part of the Services, provided any such use is in accordance with this Agreement; provided, however, that User does not (and does not permit anyone else to) copy, modify, rent, loan, distribute, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, or grant a security interest in or otherwise transfer any right in the software; and further provided, however, that User shall not exploit the Services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICES EXCEPT AS PERMITTED IN THIS AGREEMENT IS STRICTLY PROHIBITED, INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, AND MAY SUBJECT THE UNAUTHORIZED USER TO CIVIL AND CRIMINAL PENALTIES. Company does not grant, nor does User obtain, any right or license not expressly granted herein. Company retains all right and interest in and to the software encompassed in the Services, as well as their components. However, the User shall retain all right, title and ownership interest in any User supplied information and Company’s limited license shall not apply to any User supplied information (including financial account information) that may be displayed within the System and viewed by the User.

 

19.  Property Rights and Third-Party Performance. In accordance with the Copyright Act of 1976, the rights to all copy, design, and art work, including but not limited to any photography and illustration created by independent artists, are retained by Company or purchased from a stock agency, and will remain with Company, or the artists. Company shall maintain the full ownership and use rights to any and all work product pertaining to the System and/or arising out of the System, and the User agrees not to use or reproduce any such work product without the prior written consent of Company. For purposes of these Terms and Conditions, “work product” shall not include any reports, statements, and/or any other document uploaded by the User. Company reserves the right to modify or terminate the System and/or System at any time. Notwithstanding the foregoing, Company may use, distribute, or publish any work product pertaining to the System and/or arising out of the System for its own promotional or marketing needs, as samples for its portfolio, newsletters, brochures, slide presentations, or any similar media, provided such use, distribution, or publication does not include any User supplied financial or proprietary information. Company also reserves the right to discard any work product pertaining to the System and/or arising out of the System at any time.

 

20.  Disclaimer of Warranties.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO USER.

COMPANY SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SERVICES. THE FOLLOWING DISCLAIMERS ARE SUBJECT TO THIS EXPRESS WARRANTY.

COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND FSP AGREES THAT FROM TIME TO TIME COMPANY MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

FSP EXPRESSLY UNDERSTANDS AND AGREES THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND THE GFG MEMBERS (INCLUDING THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS) EXPRESSLY DISCLAIM 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 PARTICULAR, COMPANY AND THE GFG MEMBERS (INCLUDING THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS) MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) FSP’S USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY FSP AS A RESULT OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

COMPANY DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND KME DISCLAIMS ANY LIABILITY RELATING THERETO.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SYSTEM IS ACCESSED AT USER’S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO USER’S DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FSP FURTHER ACKNOWLEDGES THAT THE SYSTEM IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA, OR INFORMATION PROVIDED BY THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

 

21.  Limitation of Liability.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY BY SERVICES PROVIDERS. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO FSP.

COMPANY SHALL USE COMMERCIALLY REASONABLE SKILL AND DUE CARE IN PROVIDING THE SERVICES. THE FOLLOWING LIMITATIONS DO NOT APPLY IN RESPECT OF LOSS RESULTING FROM COMPANY’S GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD.

USER EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY AND THE GFG MEMBERS (INCLUDING THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS) SHALL NOT BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF KME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICES; (II) ANY CHANGES MADE TO THE SERVICES OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICES OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE FSP’S TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICES; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICES.

22.  Violation of the Agreement. Any violations of its obligations under these Terms and Conditions may subject the User to adverse action up to and including civil penalties or liability under applicable law. The User shall be liable to the Company for any violation of the obligations set forth in this Agreement.

 

23.  Miscellaneous.

a.       Relationship. Each Party shall be considered an independent contractor with respect to its obligations outlined herein.

b.      Governing Law. The terms of this Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota. In any proceedings or litigation necessary to enforce this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees, costs, and expenses. The Parties agree that any lawsuits arising out of this Agreement shall be venued in a state or federal court in Minnesota. The Parties agree and acknowledge that state and federal courts in Minnesota have jurisdiction over the subject matter of any such dispute, as well as personal jurisdiction over the Parties themselves.

c.       Modification and Waivers. This Agreement shall not be modified except by a writing signed by an authorized representative from Company and the User. A waiver by either party of its rights hereunder shall not be binding unless contained in a writing signed by an authorized representative of the party waiving its rights. The nonenforcement or waiver of any provision of on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.

d.      Construction. This Agreement encompasses the entire agreement between the parties with respect to the matters set forth herein, all prior representations, agreements and understandings, whether written or oral, with respect to the System. No modifications or amendments to this Agreement shall be effective unless in a written document signed by a duly authorized representative of each party. As used herein, “include” and its derivatives shall be deemed to mean “including but not limited to.”

e.       Severability. Should any term of this Agreement, for any reason, be held to be illegal or unenforceable by a court of competent jurisdiction, the remaining terms of this Agreement shall continue in full force and effect, and the offending term shall be limited or modified to the extent necessary to make it enforceable.

f.        Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns. Neither party shall assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other party, provided, however, that either party may assign this Agreement and all of its rights and obligations hereunder to a purchaser of all or substantially all of the assets of such party who expressly assumes all of such party’s obligations under this Agreement in connection with such assignment.

g.      Survival. The obligations of confidentiality imposed herein shall survive termination of this Agreement for an indefinite period. Any other provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement and shall remain in effect until all such obligations are satisfied.

h.      Notices. Company may provide User with notices regarding the System and Services, including changes to this Agreement, by email to the address on file (and/or other alternate email addresses associated with User’s account, if provided) or by U.S. Mail.

 

System Disclosures

 

FSP should consult with his or her own personal attorney, accountant, tax advisor, or any other applicable professional for specific advice, and should carefully consider each recommendation before deciding on a specific course of action.

 

The information, data and opinions expressed in the System and informational articles are for informational purposes and should not be relied upon in any form or fashion and Company does not represent or warrant the accuracy of said informational materials.

 

It is the responsibility of the Consumer and FSP to verify all information used in the system and reports. The Consumer is responsible for updating the FSP about any changes in circumstances.

Privacy Policy

Company considers the protection of personal information to be a foundation of customer trust and a sound business practice. Company employs physical, electronic and procedural controls in order to protect Consumer and/or FSP confidential information. Company may use personal information about Consumer or FSP to assist Company in completing a financial plan, reports, completing transaction or account changes, and to maintain or service the account. Company will always restrict access to personal information to those who require it to provide products or services. The only time Company will provide any information about the Consumer or FSP or the financial information of FSP or Consumer is with prior express, written consent as required by law. FSP and Consumer agree and acknowledge that the Company has the right to share the confidential information of Consumer and FSP between Company’s affiliated member companies, so as to better provide the services required herein. Company will not sell to a third party any FSP or Consumer personal or confidential information.

 

FSP must obtain all necessary Consumer consent documentation prior to submitting any Consumer information to Company. FSP is solely responsible for obtaining any and all Consumer consent documentation. Company shall not be held responsible for any and all information they receive from FSP without proper Consumer consent. Further, Company shall not be held responsible for any and all reports generated through the use of submitted Consumer information where consent of the Consumer was not properly obtained.

 

Electronic Signature

By selecting the “I Accept” button, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting the “I Accept” you consent to be legally bound by this Agreement’s terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature (hereafter referred to as "E-Signature"), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and Company. You also represent that you are authorized to enter into this Agreement for all persons or entities named in this Agreement and that such persons will be bound by the terms of this Agreement.

 

Consent to Electronic Delivery

You specifically agree to receive and/or obtain any and all Company related "Electronic Communications" as defined herein. The term "Electronic Communications" includes, but is not limited to, any and all current and future notices, agreements, and/or disclosures that various federal and/or state laws or regulations require that we provide to you, as well as such other documents, statements, data, records and any other communications regarding your relationship with Company. You acknowledge that, for your records, you are able to use email to retain Electronic Communications by printing and saving this Agreement and any other agreements and Electronic Communications, documents, or records that you agree to using your E-Signature to execute. You accept Electronic Communications provided via email as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep.

 Paper version of Electronic Communications

You may request a paper version of an Electronic Communication including this agreement. You acknowledge that Company reserves the right to charge you a reasonable fee for the production and mailing of paper versions of Electronic Communications. To request a paper copy of an Electronic Communication contact us at info@gradientfg.com.

 Revocation of Electronic Delivery

You have the right to withdraw your consent to Electronic Communications at any time. You acknowledge that Company reserves the right to restrict or terminate your access to or participation in the services stated herein if you withdraw your consent to receive Electronic Communications. If you wish to withdraw your consent, contact us at info@gradientfg.com. Please note that you shall be bound to the provisions as stated in your prior executed electronically signed agreements with Company. Revocation or withdrawal of your use of an electronic signature shall not alter, void or affect the enforceability of your prior executed agreements. 

Valid and Current Email Address, Notification and Updates 

Your current, valid email address is required in order for you to obtain access to the services stated herein. You agree to keep Company informed of any changes in your email address. You may modify your email address by submitting a written request to info@gradientfg.com. Company may notify you through email when an Electronic Communication or updated agreement pertaining to the services or event. It is your responsibility to use your email regularly to check for Electronic Communications and to check for updates to this Agreement. 

 Controlling Agreement.

This Agreement may supplement and/or modify other agreements that you may have with Company as it relates to electronic signatures. To the extent that this Agreement and another agreement contain conflicting provisions, the provisions in this agreement will control (with the exception of provisions in another agreement for an electronic service). All other obligations of the parties remain subject to the terms and conditions of any other agreement. To obtain electronic services and communications, indicate your consent to the terms and conditions of this Agreement by clicking on the applicable prompt.