Subject to the provisions in these Terms and Conditions, you may use the Site and Platform to (I) learn about specific transactions in retirement accounts (II) receive a report with details about the transaction described to Vetted by your answers to the questions presented (III) access and print or download copies of the current version of these Terms and Conditions, the Agreements, and other documentation relating to the Program; and (xi) make such other use of the Site and Platform as we may expressly permit from time to time in furtherance of the objectives and growth of the Program. Subject to these Terms and Conditions, we hereby grant you a personal, nontransferable, nonexclusive, non-sublicensable license to use the Site’s user interface, the Platform and their respective Content and Services in accordance with these Terms and Conditions, and for no other purpose. All rights, title and interest in and to the user interface and Content, including any software, on or through the Site and Platform shall belong to us or our Licensors and Suppliers, including all modiﬁcations thereof and enhancements thereto. The Content and user interface made available from, on or through the Site or Platform may not be copied, modiﬁed, republished, assigned, sold or distributed to you, nor may derivative works be prepared therefrom. The license granted to you pursuant to these Terms and Conditions is solely for your personal use (but not for resale or redistribution) as a user of the Site or Platform and may not be used for any other purposes. You shall not reverse engineer, de-compile, or otherwise translate, in any way, the Content and user interface made available from, on or through the Site or Platform. You have no right or claim of right to the Content or any unique ideas found on the Site or Platform. No ownership rights are granted to you hereunder and no title is transferred hereby.
You may not use the Site, Platform or Services for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment, including, without limitation, the laundering of proceeds of any unlawful activity, the ﬁnancing of terrorism, the commission of fraud or market manipulation, the harassing or making disparaging comments to any user of the Site or Platform. We reserve the right to take preventative or corrective actions to protect ourselves and our users. Your use of the Site, the Platform and Services is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of the Site, the Platform and Services and liability for damages caused by your noncompliance. In addition to the foregoing, while using the Site, the Platform and Services, you may not, except as may be expressly set forth above under “Permitted Uses” (a) impersonate any person or entity, falsely state or otherwise misrepresent your afﬁliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk, intimidate, bully, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (c) access or use (or attempt to access or use) another user’s Account without permission, or solicit another user’s login information; (d) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, Platform or Services; (f) “frame” or “mirror” any portion of the Site, Platform or Services; (g) use any robot, spider, site search/retrieval Platform or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, Platform or Services; (h) harvest or collect information about or from other users of the Site, Platform or Services; (i) use the Site, Platform or Services for any illegal activity; (j) probe, scan or test the vulnerability of the Site or Platform, nor breach the security or authentication measures on the Site or Platform or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Platform, such as a denial of service attack; (k) send or otherwise post unauthorized commercial communications (such as spam); (l) engage in unlawful multi-level marketing, such as a pyramid scheme; (m) post content that is hateful, threatening or pornographic, incites violence, or contains nudity or graphic or gratuitous violence; (n) access or use any portion of the Content if you are a direct or indirect competitor of Vetted, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of Vetted; (o) use or distribute any Content, including Content that has been veriﬁed or conﬁrmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product; or (p) facilitate or encourage any violations of this Section.
Vetted will not be responsible for any losses arising out of the unauthorized use of your Account and you agree to indemnify and hold harmless Vetted and its managing members, ofﬁcers, equity holders, employees, partners, parents, subsidiaries, agents, afﬁliates, and licensors (collectively, “Afﬁliates”), as applicable, for any improper, unauthorized or illegal uses of your Account and as otherwise set forth in these Terms and Conditions.
Warranties, Disclaimers and Limitations of Liability
Disclaimer of Warranties
Although Vetted makes efforts to provide an accurate Site and Platform, the Site and Platform and all respective parts thereof are provided “as is”, “with all faults”, and “as available”. Vetted and its Affiliates and their respective managing members, officers, directors, employees and third party suppliers (collectively, the “Company Parties”) disclaim any and all representations, warranties or guarantees of any kind, whether express, implied or statutory, including without limitation (1) as to title, merchantability, fitness for ordinary purposes and fitness for a particular purpose and non-infringement, (2) the quality, accuracy, timeliness or completeness of the site, the Platform and their respective content, (3) those arising through course of dealing, course of performance or usage of trade, (4) the Site and Platform and their respective content conforming to any function, demonstration or promise by any Company Party and (5) that access to or use of the Site, the Platform or their respective Content will be uninterrupted, error-free or completely secure. Any reliance upon the Site, the Platform and their respective Content is at your own risk and Vetted makes no warranties. Vetted reserves the right to restrict or terminate your access to the Site, the Platform and their respective Content or any feature or part thereof at any time. If you download the Platform or any Content from this Site, you do so at your own discretion and risk. You will be solely responsible for any damage to your computer system or mobile device or loss of data that results from the download of any such Content.
Your reliance upon the information available on the Site or Platform or located through utilization of the Services and your interactions with third-party users identiﬁed through the Services is SOLELY AT YOUR OWN RISK. Your interactions with other users or advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other person or entity, and you agree that we will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other person’s or entity’s use or disclosure of your personally identiﬁable information. If there is a dispute between you and any third party, we are under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against us with respect to products or services purchased through your use of the Services.
You acknowledge that access to the Site, Platform, and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices and electronic communications. For instance the Site, Platform, and Services may be limited or unavailable from time to time, including due to systems maintenance or enhancements, usage demands, software or hardware malfunctions, or occurrences beyond the control of Vetted and its third parties (including operator errors, market volumes and volatility, power failures, equipment failures, communications failures, natural disasters, terrorist acts, and warfare). We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Site, the Platform or Services will be operable at all times or at any particular time or that access will be continuous or uninterrupted.
THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS AND CONDITIONS.
Limitation of Remedies
In no event shall Vetted be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Site, Platform or their respective Content, with the delay or inability to access or use the Site, the Platform or related Services, the provision of or failure to provide services, or for any content, software, products and services made available or obtained through the Site, the Platform or their respective Content, or otherwise arising out of the use or access of the Site, use of the Platform or use of the Services, whether based on contract, tort, negligence, strict liability or otherwise, even if Vetted has been advised of the possibility of damages. Any services or content made available or obtained through the use of the Site or the Platform, and all other use of the Site or Platform, is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results therefrom.
If you are dissatisfied with any portion of the site, the Platform or their respective content, or with any of these terms and conditions, your sole and exclusive remedy is to discontinue using the site and uninstall the Platform.
Content and Materials
You will indemnify and hold Vetted and its Afﬁliates harmless with respect to any suits or claims arising out of (i) your breach of these Terms and Conditions, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; (ii) your fraudulent or malicious use of the Site, the Platform and/or Services or your misuse or abuse of the Site, Platform and/or Services; (iii) your violation of applicable laws, rules or regulations in connection with your use of the Site, Platform or Services, or (iv) our use of Materials generated or uploaded by you in accordance with these Terms and Conditions. You agree to indemnify and hold Vetted, its third-party vendors, corporate affiliates, directors, officers, employees and agents harmless from any and all claims and demands, including, but not limited to reasonable attorneys’ fees, made by any third-party due to or arising out of any content submitted, posted, or otherwise provided by you to Vetted and/or its third party advertisers and any breach by you or your affiliates, employees, agents and representatives of any provisions of these terms and conditions.
Pre-Dispute Arbitration and Applicable Law
You and Vetted agree that any controversy or claim between You and Vetted, or between You and any of the officers, employees, agents, or affiliated companies of Vetted, arising out of or relating to these Terms and Conditions, any of the transactions contemplated under these Terms and Conditions, any of the Services provided pursuant to these Terms and Conditions, any of the discussions or negotiations leading up to the making of these Terms and Conditions, or any relationship that results from any of the foregoing, whether based in contract, or an alleged tort, or on any other legal theory, and whether asserted as an original or amended claim, counterclaim, cross claim, or otherwise, shall be governed by federal law and all applicable substantive laws of the State of Texas (without regard to its conflict of laws principles). Governing Texas law may be supplemented as necessary by federal law. You agree that if there is any inconsistency between the terms of these Terms and Conditions and any applicable law, regulation or rule, the terms of these Terms and Conditions will prevail to the extent any such law, regulation or rule may be modified by agreement.
These Terms and Conditions contain a pre-dispute arbitration clause, which applies to these Terms and Conditions. Vetted and you agree as follows:
· All parties to these Terms and Conditions are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
· Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
· The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
· The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
· The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
· The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
· The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into these Terms and Conditions.
Pre-Dispute Arbitration Clause: All controversies that may arise between you and Vetted concerning any subject matter, issue, or circumstance whatsoever (including controversies concerning any account, or transaction, or the continuation, performance, interpretation, or breach of these Terms and Conditions, the Agreements, or any other agreement between you and Vetted, whether entered into or arising before, on, or after the date the account is opened) shall be determined by binding arbitration through American Arbitration Association. You acknowledge that judgment upon any arbitration award may be entered in any court of competent jurisdiction.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under these Terms and Conditions except to the extent stated herein.
To the maximum extent permitted by applicable law, no action, regardless of form, arising out of these Terms and Conditions may be brought by either party more than two (2) years after the claiming party knew or should have known of the cause of action.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Vetted as a result of these Terms and Conditions or accessing or using the Site, the Platform or their respective contents. Vetted’s performance under these Terms and Conditions is subject to existing laws and legal process, and nothing contained in these Terms and Conditions is in derogation of Vetted’ right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Site and/or Platform or information provided to or gathered by Vetted with respect to such use.
If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms and Conditions shall continue in effect. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Except as otherwise speciﬁed in these Terms and Conditions, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by conﬁrmed facsimile, or (iv) the ﬁrst business day after sending by email. Notices to us must be sent in writing to the following address: 800 Third Avenue, Suite A1209, New York, NY 10022, or via email addressed to: email@example.com and notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party. The Services, Content, other technology we may make available, and derivatives thereof may be subject to laws and regulations of the United States and other jurisdictions. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. We may assign our rights and privileges under these Terms and Conditions (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an afﬁliate, or in connection with a change in control. Subject to the foregoing, these Terms and Conditions shall bind and inure to the beneﬁt of the parties, their respective successors and permitted assigns.
The term of these Terms and Conditions will continue for as long as we allow you access to and use of the Site, the Platform and/or Services. Your Accounts participation privileges may be terminated immediately if you fail to comply with these Terms and Conditions. Vetted reserves the right to terminate your participation in the Program and Custodian reserves the right to terminate your Program Account at any time without cause. Sections titled “Content and Materials,” “Warranties, Disclaimers and Limitations of Liability,” “Applicable Law and Jurisdiction,” “Interpretation,” and “Indemniﬁcation,” and this Section shall survive any termination or expiration of these Terms and Conditions.
These Terms and Conditions and the Agreements represent the entire understanding between you and Vetted governing the Services. In the event of any conflict between these Terms and Conditions or the Agreements and the terms of a third-party agreement, the terms of these Terms and Conditions and the Agreements will prevail as between you and Vetted.