Terms of Service
TERMS OF SERVICE
Please read this Agreement carefully. Capitalized words or expressions shall have the meaning ascribed to them in this Agreement. This is an Agreement between TRUNORTH FINANCIAL TECHNOLOGY, INC. (“TNFT”), and you, the AUTHORIZED SUBSCRIBER. This Agreement governs your access to and use of the Site, the Services, all Licensed Content and other products and services provided by TNFT. By clicking a box indicating your acceptance, by using or by registering for the Services, you acknowledge that you have read, understand and agree to be legally bound by the terms of this Agreement, any future amendment, change or any supplemental terms thereof, if any. You represent and warrant that (i) you are 18 years of age or older, and (ii) you have read and understood the terms of this Agreement. If you do not agree, you shall not use, visit, register or otherwise access the site, the Services and Licensed Content contained on the Site. If you sign up for a Third-Party Service, you may be required to acknowledge and agree to be bound by additional terms for that Third-Party Service provider. The Site and the Services are intended for use only by United States residents. You may not use the Site and the Services if you are not a United States resident.
1. DEFINITIONS
Whenever used in this Agreement, the following terms here in Section 1 shall have the meaning ascribed to them below, and all other terms not defined in this Section 1 shall have the meaning ascribed to them in this Agreement unless bolded in parenthesis:
1.1 Account Owner or Customer means the person or entity financially responsible for the
subscription assigned to the Authorized Subscriber. Often, this is the same person as the Authorized Subscriber.
1.2 Advisor means any subscriber utilizing the subscription.
1.3 Agreement means these Terms of Service, and any other terms, conditions, rules, policies,
agreements and documents which are incorporated by reference into this Agreement made available to you by TNFT through the Services, or otherwise made available to you, as they may be amended or supplemented from time to time including, without limitation, Statements of Work, if any, the Privacy Policy and the Disclosure Statement which are incorporated into and deemed part hereof. TNFT reserves the right, in its sole discretion, to change, modify, or otherwise alter this Agreement at any time by posting the changes to this Agreement.
1.4 Authorized Subscriber or you or yours means any licensed user, such as a financial advisor, a
financial assistant, compliance personnel, etc. who has subscribed to the Services and is being granted the licenses under Section 8 of this Agreement by TNFT, which includes, but is not limited, to the right to provide services to End-Users via the Platform and related Services, subject to the restrictions, revocation, suspension or termination of such authorization by TNFT.
1.5 Disclosure Statement shall have the meaning ascribed to it in Section 9.2.
1.6 Effective Date means the date of acceptance of the terms of this Agreement by you.
1.7 End User means an end-user who is your client who will benefit from the TNFT Technology.
1.8 Intentionally left blank.
1.9 Feedback shall have the meaning ascribed to it in Section 11.
1.10 Licensed Content means all text, images, photographs, illustration, videos, audios, tutorials,
graphical content, displays, data, design, selection, and arrangement thereof, and other content licensed to you by TNFT, and made available through the Services. The Licensed Content may be modified from time to time by TNFT in its sole discretion and without notice.
1.11 Platform means TNFT’s Software as a Service (“SaaS”) proprietary web-based technology
platform for educational financial planning or other purposes. This Platform includes software programs and related documentation, and all upgrades, updates, improvements, modifications, derivative works, enhancements, extensions and revisions thereto generally made available by TNFT to you, subject to additional fees if so added by TNFT.
1.12 Privacy Policy shall have the meaning ascribed to it in Section 9.2.
1.13 TNFT means TNFT Inc., a Michigan corporation, having its principal place of business at
41850 W. 11 Mile Road, Suite 201, Novi, MI 48375 or any successor location, or its successors and assigns.
1.14 TNFT Account means the account you may directly create on the Site for your use of the Site or
the Services based upon the personal information you provide to TNFT.
1.15 TNFT Technology means a) the Platform, b) the Site, c) the Services, d) the Licensed Content,
e) data, compilation of data (combined or not with other content), dataset, database, data processing systems, transactional and performance data, any derived data based on or derived from or otherwise using any data or content during the performance of the Services, and any usage data related to the access or use of the Services, f) any Feedback, g) any work results which arose or was conducted during the performance of the Services by TNFT by their respective affiliates or agents, alone or with others, h) any know-how, trade-secrets, formulae, drawings, flow sheets, designs, algorithms, methods, records and procedures, techniques, technical information, processes, modeling (including statistical modeling), manuals, research frameworks, and any other proprietary technologies, i) and (for each of the foregoing paragraphs a) through h) inclusively, all related modifications, enhancements or derivative works, and any and all related intellectual property rights therein or related thereto.
1.16 Services means the services provided via the Platform, the support services (as described on the
Site, if any), or the services provided during a trial or pre-release services under the terms of this Agreement, by TNFT or its authorized suppliers. This expression includes, but is not limited to, any and all new services, functions or features subject to the payment of an additional fee, if any. TNFT may change the Services at any time and for any reason without notice.
1.17 Site means the website currently located at http://www.truplansolutions.com/legal/disclosure and
any related or successor website(s) thereto and any related app or mobile app, or any affiliated site.
1.18 Subscription Term or Term shall mean collectively the trial term (if any), the Initial Term and
the Renewal Term, as those expressions are defined in Section 14, subject to expiration or earlier termination of this Agreement.
2. NO FINANCIAL ADVICE
You hereby acknowledge and agree that TNFT is not an investment, financial, broker or tax advisor, and that no oral or written information or advice provided by TNFT, its officers, directors, employees, or agents, nor any information obtained through the Services, will or shall constitute investment, financial or tax advice. While the Services may provide significant assistance in helping you manage your finances, and regardless of how any information or material is described at the time it is provided to you, such information or material is provided to you solely as a convenience and for informational purposes. You agree to consult with competent and independent professional financial and tax advisors before making any investment decisions or deciding on significant changes to your financial strategy. You are solely and exclusively responsible for all financial decisions made by you or by any other third party on your behalf, whether made as a result of or while using the Services or otherwise. TNFT shall not be responsible and held liable for any advice given or recommendations made by you or by any third party for any financial, taxation or other matter, or for the inaccuracy or lack of completeness of the data or information they provided to you, regardless of whether you relied or not on such advice, nor should TNFT be responsible and held liable for any advice given or recommendations made by you or for the inaccuracy or lack of completeness of the data or information provided to you, whether you relied or not on such advice.
TNFT and content providers shall not be considered an “expert” under the securities act of 1933.
The foregoing disclaimers shall apply to the fullest extent permitted by law.
3. ACCOUNT REGISTRATION
3.1 When you register, it is a condition of your use and access of the Site and Services that you
provide to TNFT current, complete and accurate registration information. You must keep this information, updated during the Subscription Term.
3.2 TNFT reserves the right, in its sole discretion, to refuse any registration without any reason,
obligation, and liability to you or to any other party.
3.3 You agree to immediately notify TNFT of any unauthorized use of your TNFT Account.
4. PAYMENT TERMS
4.1 Account Owner agrees to pay to TNFT if so instructed by TNFT (i) the fee for your access to the
Services during the Subscription Term billed on a monthly or annual basis, as agreed upon by you and TNFT, (ii) the fee for your access in advance of the service period, and (iii) any one-time or recurrent fee, if any, for specific features or additional services that you may decide to purchase from time to time.
4.2 Account Owner must pay via a method acceptable to TNFT, which may include a valid credit or
debit card or another payment option offered at the time of purchase.
4.3 If paying by credit or debit card, by designating a card to be billed, (i) Account Owner shall pay
all applicable account charges when due with a valid credit card with sufficient funds at the time of billing, (ii) Account Owner must confirm they are authorized to make such payment and that they are the holder of such card (i.e. that the card is issued in your name), and (iii) Account Owner accepts that we will automatically charge that credit card for the next billing period approximately five (5) days prior to the end of the current billing period.
4.4 If the credit card information associated with the TNFT Account is no longer valid, we will use
commercially reasonable efforts to notify the Account Owner and to request manual payment with a valid credit card.
4.5 TNFT reserves the right, under certain circumstances, to require annual billing or ACH Payment
when circumstances warrant.
4.6 All prices stated on the Site are exclusive of any applicable sales taxes (“Taxes”). If TNFT is
required to collect any such Taxes, then Account Owner shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from the Account Owner's failure to pay any such Taxes when due.
4.7 Unless otherwise provided by TNFT on its Site at the time of purchase, its order form or its
invoice, references to dollar amounts or another money amount in this Agreement shall be in lawful money of the United States and all amounts due shall be payable in US dollars.
4.8 Unless included in the subscription fees as indicated on the Site, the fees to access and use third
party products and/or services, and any related taxes and other charges, if any, shall be separate and subject to the applicable additional fees (“Third-Party Additional Fees”) to be paid in addition to the subscription fees. You shall be solely and exclusively responsible for the payment of such Third-Party Additional Fees.
5. PRICE CHANGE
You agree TNFT may at any time, in its sole discretion, change the subscription fee for the Services from time to time without any reason, obligation, and liability to you, the End Users and others. Any subscription fee change will be communicated to you at least thirty (30) days in advance so that you have an opportunity to elect not to renew. Such changes shall take effect after the expiry of the then current paid subscription. If you are not in agreement with any of the changes made by TNFT, you must stop accessing and use the Services within five (5) calendar days of the renewal date failing which, you shall be deemed to have renewed the subscription period at the new price.
6. OWNERSHIP
6.1 You acknowledge and agree that all rights, title, and interest in and to TNFT Technology are
owned and shall remain exclusively with TNFT and its suppliers, except for the limited rights licensed to you under Section 8 of this Agreement.
6.2 At no cost or charge to TNFT, (i) you hereby irrevocably transfer and assign and shall cause to be
transferred and assigned to TNFT all rights, title and interest that you and your employees may have or acquire in or to such TNFT Technology, if any; and (ii) you hereby waive and you shall cause to be waived any and all moral rights to the exclusive benefit of TNFT.
6.3 TNFT shall have the exclusive right to apply for or register any patents, copyrights, and any other
intellectual property rights protections with respect thereto. You agree to take, at TNFT’s reasonable expense, any actions (including execution and delivery of documents) requested by TNFT to effect, perfect or confirm TNFT’s or its designee’s right, title and interest therein, and without limiting the foregoing, you hereby appoint the officers of TNFT as your attorney-in-fact to execute documents on your behalf for this limited purpose.
6.4 Nothing in this Agreement shall, or shall be deemed to, transfer or assign, any right, title or interest
in or to any of TNFT’s and its suppliers’ intellectual property rights related to any of TNFT Technology to you or to any other party. TNFT retains all rights in the TNFT Technology.
6.5 All goodwill arising out of any use of the TNFT trademarks by you, if any, shall inure solely to the
benefit of TNFT.
7. LICENSE
7.1 Subject to the terms of, and your compliance with this Agreement, and in consideration of the
payment of the subscription fee, TNFT hereby grants to you, during the Subscription Term, a non-exclusive, non-transferable, non-sublicensable, revocable license to access and make personal use of the Site and Services, to use the Services only with your End Users, and access to the Licensed Content solely to support your permitted use of the Services.
7.2 Except for the licenses granted in Section 7.1, TNFT grants to you no express or implied license or
other right under any patent, copyright, trademark, know-how or other intellectual property rights. TNFT reserves all rights not expressly granted.
7.3 Upon TNFT’s request, Account Owner shall certify to TNFT in writing, not more than once a
calendar quarter, that each Authorized Subscriber is accessing and using the Site and Services in accordance with this Agreement, including without limitation, paying the appropriate fees for each Authorized Subscriber. The use of the Services for the purpose of creating a financial plan for an End User is restricted to the Advisor role, and with respect to each Advisor, solely for the Advisor’s direct End User(s), and not for the End User(s) of any other Advisor.
8. LICENSE RESTRICTIONS
8.1 You agree not to (and not to allow any third party to):
8.1.1 use the Services other than for providing your services directly to End Users;
8.1.2 use the Services for any reason or manner, other than as permitted under the terms
of this Agreement;
8.1.3 lease, license, sublicense, rent, distribute, sell, or resell the right to use or access the
TNFT Technology or any part thereof;
8.1.4 allow your license or the output generated from this license to be used by any other
party to provide services to End-Users, unless that other party has a license from TNFT to use the Services;
8.1.5 infringe or misappropriate any intellectual property right, contract or tort right of any person;
8.1.6 fail to comply with the terms and conditions of third-party suppliers or third-party service providers;
8.1.7 use any device, software or routine to interfere with or disrupt the proper functioning of the Platform, the Services, the Site, or any part thereof, or take or omit to take any action that imposes an unreasonable or disproportionately large load on the same, as reasonably determined by TNFT;
8.1.8 engage in any unacceptable or unlawful use of the Platform, the Services or the Site, including to (i) attempt to gain unauthorized access to the Platform or the Services; (ii) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (iii) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in any way derogatory about TNFT, or any other party; (iv) create a false identity or to otherwise attempt to mislead any person on the identity or origin of any communication; (v) harvest, collect, otherwise handle or permit others to do the same, without obtaining the proper consents in breach of any privacy or any other applicable laws;
8.1.9 reproduce, duplicate, republish, copy, reformat, display, reverse engineer, reverse assemble, in any form or by any means any part of the Platform, the Services or the Site, including the layout or look-and-feel of the Site, any materials retrieved therefrom and the underlying HTML code, except where such restriction is expressly prohibited by law;
8.1.10 modify, translate, or create derivative works based on the TNFT Technology or any part thereof;
8.1.11 obfuscate, remove or alter any of the proprietary notices or legends or other notices or markings on or in any of the TNFT Technology;
8.1.12 store in any information storage and retrieval system materials from the Platform, the Services or the Site, without the prior written permission from TNFT;
8.1.13 upload, post, email, disseminate, store, transmit or otherwise make available to others any content, material, data, graphics, work, designation, trade or service mark, tradename, link, advertising or services that actually or potentially violates any applicable law or regulation, including false advertising or unfair competition under the law of any jurisdiction;
8.1.14 interfere with or damage the Platform, the Services or the Site, including, without limitation, disseminate, store or transmit viruses, trojan horses or any other malicious code or program;
8.1.15 store Personal Identifiable Information, such as account numbers or social security numbers, in any free form text field;
8.1.16 use the Services on a timeshare or service bureau basis, or on a subscription, membership or on-demand basis or otherwise for the benefit of any individual or entity; or
8.1.17 monitor the performance or functionality of the Platform and/or Services or any part thereof, for benchmarking or competitive purpose.
8.2 TNFT has the right to investigate and prosecute violations of any of the above to the fullest extent
of the law. TNFT may access, preserve and disclose any of your information if TNFT is required to do so by law, or if TNFT believes in good faith that it is reasonably necessary to (i) respond to claims asserted against TNFT, or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer TNFT agreements with users, such as this Agreement, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of TNFT, its users, or members of the public.
8.3 You acknowledge and agree that TNFT has no obligation to monitor your access to or use of the
Services or Site, but has the right to do so for the purpose of operating and improving the Services or Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with this Agreement, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in this Agreement.
9. PRIVACY POLICY AND DISCLOSURE STATEMENT
9.1 TNFT is committed to helping you safeguard your privacy online.
9.2 You must review (i) the Privacy Policy at https://www.truplansolutions.com/legal/disclosure or
any successor URL (the “Privacy Policy”) for details about how TNFT and its third-party service
providers collect, use and share your information, and (ii) the Disclosure Statement
at https://www.truplansolutions.com/legal/disclosure or any successor URL (Disclosure Statement)
regarding assumptions TNFT makes and the methodologies TNFT uses regarding our financial
calculations.
9.3 The Privacy Policy and Disclosure Statement are expressly incorporated herein by this reference,
and by using the Service, you are accepting these terms.
10. LINKS
The Services and Site may contain references, frames, links and other functionality that connect with certain internet websites, applications or resources, or social media platform or services maintained by third parties (“Links”). These links are provided for your convenience only. You acknowledge and agree that TNFT and its suppliers are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, features, products, services, privacy policies or terms of service on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by TNFT or its suppliers of such websites or resources or the content, products, or services available from such websites or resources, or its owners, sponsors or operators. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.
11. FEEDBACK
You acknowledge and agree that TNFT shall have no obligation of any kind with respect to any Service or Site-related comments, suggestions, design changes or improvements that you or any third-party elects to provide to TNFT in either verbal or written form (“Feedback”). All Feedback will be the sole and exclusive property of TNFT and you hereby agree to irrevocably assign to TNFT all of your rights, title, and interest in and to all Feedback, including, without limitation, all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At TNFT’s request and expense, you will execute and cause any third party to execute documents and take such further acts as TNFT may reasonably request, to assist TNFT to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback. TNFT and its affiliates are free to use any ideas, concepts, know-how or techniques, in whole or in part, contained in the Feedback for any purpose whatsoever, including, without limitation, developing, manufacturing, and/or marketing products and/or services in whole or in part, and without any restrictions or limitations, including requiring the payment of any license fees, royalties, or other consideration.
12. SUBSCRIPTION TERM
12.1 If your Service plan includes a trial period, unless otherwise indicated by TNFT, this Agreement shall begin on the Effective Date of that trial and continue for the duration of the trial (“Trial Period”).
12.2 After the Trial Period, your subscription will be converted to the TruPlan Advanced Plan, at the current monthly rate, unless otherwise terminated as provided herein, or another subscription plan offered by TNFT as chosen by the Account Holder.
12.3 The initial term of this Agreement shall begin on the first day following the final day of the Trial Period (“Initial Term”), and shall be automatically renewed on a monthly or annual basis as determined by the Account Holder, and at the end of each subsequent renewal period thereof at the then applicable subscription fee, (each a “Renewal Term”) unless the subscription is terminated earlier pursuant to the terms of this Agreement.
12.4 Non-renewal. Either party may notify the other party in writing at least fifteen (15) days prior to the end of the Initial Term of the then applicable Renewal Term of its intention not to renew the subscription.
13. SAFEGUARD OF YOUR LOGIN CREDENTIALS
13.1 Upon completion of the registration process, you will have created a password for access to the Services.
13.2 You agree (i) not to access and use the Services by any means other than through your TNFT Account, password and interface provided by TNFT for accessing the same; and (ii) to keep in strict confidence and not share with any non-authorized third party the non-transferable account information, login-in ID and password provided to you by TNFT or that you may have created.
13.3 You agree that you are solely responsible for (a) keeping your access credentials safe and secure; (b) preventing unauthorized access to those access credentials; (c) keeping your TNFT Account information confidential; (d) maintaining appropriate anti-virus and anti-malware software on your computer and devices; and (e) complying with all third party credential requirements when accessing and using third party products and services.
13.4 Any communications received through your email were sent or authorized by you. If your credentials or your third-party credentials are compromised for any reason, you must change your password, and you must contact TNFT or the third-party supplier if you become aware of any unauthorized access to your account.
13.5 You agree that TNFT and its suppliers are not responsible for the security of your credentials or your third-party credentials.
13.6 TNFT and its respective suppliers have no liability for any loss, claim, or other damages that result from unreported, unauthorized use of such credentials.
14. TERMINATION OF SERVICE / CANCELLATION
14.1 Notice. In order to provide notice of non-renewal or to terminate the Services, you must provide written notice to TNFT by sending an email to [email protected] at least fifteen (15 days) before the next billing date. Termination is deemed effective when you receive a message (either via chat or email) from TNFT that your cancellation has been processed.
14.2 Cancellation.
14.2.1 Monthly Payments and Trial Period. In the event of cancellation, no refunds will be issued. Once TNFT has processed your cancellation, your access to the Services will continue for the remainder of the Trial Period, Initial or Renewal Term.
14.2.2 Annual Payments. In the event of cancellation, a prorated refund will be issued. The refund shall be calculated as the Subscription Fee plus forty-five (45) days charged at the then monthly rate, minus the prorated use the Account Holder has utilized the Services. Once TNFT has processed your cancellation, your access to the Services will continue for the remainder of the Initial or Renewal Term.
14.3 TNFT may, in its sole discretion, forthwith and without notice, and without any obligation and liability to you and others, in its sole discretion, terminate or suspend your use and access, or the usage or access of others, to the Services or Site or to any TNFT Account, in any of the following circumstances:
14.4 If you are in breach of the terms of this Agreement:
14.4.1 If the billing, contact or TNFT Account information you have provided is false, fraudulent or otherwise inaccurate, incomplete or not current.
14.4.2 If your credit card is not valid, or you do not have sufficient funds at the time of billing, or if your TNFT Account is otherwise delinquent.
14.4.3 If you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
14.4.4 For security or technical reasons.
14.4.5 If your use of the Services may negatively affect other users of the same.
14.4.6 Following a request, an order for law enforcement, or TNFT is otherwise required to do so by law, or
14.4.7 If TNFT has elected to discontinue the Services or any part thereof.
14.5 After any suspension or termination, you may or may not be granted permission to re-establish
a TNFT Account.
15. EFFECTS OF TERMINATION
15.1 Upon termination or expiration of this Agreement, for any reason, all licenses granted by TNFT or its suppliers under this Agreement will immediately cease.
15.2 Upon termination or expiration of this Agreement, you will lose access to the Services including your TNFT Account, data, files and other information stored by TNFT or on its behalf. Upon such termination, TNFT retains the right, in its sole discretion,
15.2.1 to provide you access to, and the ability to export your content for a commercially reasonable period of time at TNFT’s then-current rates for the related services;
15.2.2 to the extent legally permissible, TNFT may elect, in its sole discretion, to permanently delete from its database all files, content and email messages, and other material or information associated with your TNFT Accounts without notice to you; you hereby agree to such deletion and agree that TNFT shall have no obligation and liability whatsoever to you and any other party for such deletion under these terms;
15.2.3 without limiting the foregoing, TNFT may keep your and other users’ material or information as required by law or pursuant to any order from a court.
15.3 Upon request, you will return or destroy and you shall cause to be returned or destroyed all confidential information provided by TNFT, its representatives, or agents to you. TNFT may ask you to provide written certification of the destruction.
15.4 The expiration or termination of this Agreement will not relieve you of your obligations to pay any accrued subscription fees and/or charges (which shall be due upon the date of such expiration or termination) and will not affect any of TNFT’s, its affiliates, and their respective suppliers’ claims arising prior to such expiration or termination.
15.5 Your sole remedy for TNFT’s breach of this Agreement shall be the termination of this Agreement.
16. COMMUNICATIONS
TNFT may send you email messages to provide you information regarding the Services. TNFT may send push notifications to your device or contact you through the Site or via SMS (if the phone number is provided) for any reason that relates to your use of the Site. These emails and/or notices may include information regarding updates to the Service or information pertaining to your Subscription, including information about onboarding, training, renewal and Subscription Fees that may be due. You hereby expressly consent to receive such email and/or SMS messages from us at the email address associated with Your TNFT Account. You may report a problem to us regarding the Services, but we cannot guarantee that TNFT will contact you to remedy such problem. If your email address changes, you are solely responsible for updating your TNFT Account information. If you need assistance updating the email you log into the Platform, please email [email protected].
17. LIMITATION OF LIABILITY
17.1 To the fullest extent permitted by law,
(i) in no event TNFT, its affiliates and their respective directors, officers, employees, agents,
suppliers, successors and assigns collectively “TNFT” under these Sections 18 and 19 shall be liable to you and other party under this Agreement for special, indirect, incidental, consequential or exemplary damages including, without limitation, damages related to any loss of business or profits, failure to realize any expected saving, loss of revenue, interest, goodwill, loss or corruption of data, or opportunity, charges, fees and/or cost of any third party services, any business interruption or cessation of service functions by TNFT or other service providers, for the supply, use or inability to use, the performance or non-performance of any of the TNFT Technology or any part thereof, or the Internet, the cost of substitute goods or services, of any information or services purchased or obtained or message received or transactions entered into, through or from the Services, unauthorized access to or alteration of your transmission or data, statement or conduct of anyone related to the Services whether or not foreseeable, arising out of or related to this Agreement or its termination by TNFT pursuant to the terms of this Agreement;
(ii) The total liability of TNFT for any claim, action, demand or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including attorneys’ fees) arising therefrom, brought by any party, including, but not limited to, you and any other users against TNFT (collectively a “Claim”) under this Agreement, whether in contract or tort (including without limitation negligence) or any other legal theory, even if advised of the possibility of same, shall be limited to one hundred us dollars ($100).
17.2 Without limiting the above, and notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, you shall be solely responsible and liable for (i) the breach of any of your representations and warranties made under this Agreement; (ii) the actions or omissions of any third party supplier or the use of any third party product or service; (iii) any use or misuse of any account by you or any other users; (iv) the disclosure of your password and any Account Information or other information, and all activities that occur under such password or account; (v) any transaction or agreement entered into as a result of the use of the Services or the Site; (vi) the security, privacy, storage, or transmission of other communications involving the use of the Services, the Site or any part thereof.
17.3 The Services may be available through the Internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates, and fees as well as the terms of your agreement with your telecommunications provider. TNFT makes no warranties or representations of any kind, express, statutory or implied as to: (i) the availability of telecommunication services from your provider and access to the Services at any time or from any location; (ii) any loss, damage, or other security intrusion of the telecommunication services; and (iii) any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Services.
18. DISCLAIMER OF WARRANTIES
18.1 To the fullest extent permitted by law,
(i) any and all of the Site and the Services, data, information or Licensed Content (for this
Section 18 and Section 19 (re: Additional Disclaimers) collectively “Services”)) performed, licensed, supplied, displayed, disclosed or made available by TNFT, or its suppliers, by its partners, contractors, agents or representatives, as applicable, are provided to and accepted by you on behalf of yourself and any individual or entity on whose behalf you are acting, on an “as is”, “with all faults”, “as available” basis and without any endorsement, representation or warranty of any kind. The use of any of the Services is at your sole risk.
(ii) Without limiting the above, TNFT expressly disclaims, with regard to the Services, or any part thereof, all warranties and representations of any kind, either express or implied, or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, accuracy, reliability, workmanlike effort, lack of negligence, comprehensiveness, completeness, quiet enjoyment, compliance with any legal obligations or laws or regulations, non-infringement of any intellectual property rights, of title, interoperability with, performance or success of any Service, for compliance with the requirements of any financial industry regulatory authority, the securities and exchange commission or similar organization or with the securities laws of any jurisdiction, the meeting of any results, including without limitation, any investment result, saving, economic benefit, the accuracy of any data received from any third party, that any service, any computer system or electronic device, any network, including Internet, Intranet or Extranet will be error or bug free or corrected, will be uninterrupted or without capacity limitations, slowdowns, transmission problems, system outage or without any other problem, or for any failure or delay resulting from any acts of force majeure or acts that are otherwise outside of TNFT’s, or its agents’ reasonable control. nor can TNFT or its agents guarantee the complete security of the Services or the Site, that the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations or that any errors will be corrected.
18.2 The Service may be unavailable during system maintenance, for security precautions or when interrupted by circumstances beyond TNFT’s or its suppliers’ control.
18.3 You agree that any downloads of content or materials related to the Services, or the Site is done at your own risk, and you are solely responsible for any damage to your computer/system or loss of data that results from the download of or access to any such materials.
18.4 some jurisdictions do not allow the exclusion of certain warranties; accordingly, some of the above limitations may not apply to you.
19. ADDITIONAL DISCLAIMERS
19.1 You acknowledge and agree that,
19.1.1 you bear responsibility for your investment research and investment decisions or recommendations or advices you provide to any party, including, without limitation, to End Users;
19.1.2 you are solely responsible for all financial decisions and financial planning made by you to any party, including, without limitation, to End Users. TNFT is not responsible for and shall not be held liable for any advice given or recommendations made by you with respect to any financial, insurance, planning or other matter, regardless of whether you relied on the Service;
19.1.3 TNFT is not responsible for any acts, errors, or omissions by you at which consumer maintains an outside account, or for the accuracy of the information provided by any third party. You further acknowledge and agree that all investments entail a risk of loss and you and your End Users may lose money.
19.1.4 the Services are not sponsored or endorsed by, or affiliated with, any third parties, including any financial institution that holds an account you may choose to link to the Service.
19.2 Without limiting the above disclaimers and exclusion of warranty, TNFT, and its suppliers and agents further declare that none of the foregoing assume any responsibility for errors or omissions made by you or any of your representatives, and/or End Users, and are not liable or responsible in any way for any content posted on or linked from the Site.
19.3 TNFT is not obligated to review Account Information for any purpose, including accuracy, legality, or non-infringement.
19.4 Notwithstanding any Section herein, the following information provided by TruNorth Financial Technology, Inc. (“TNFT”) is for informational purposes only and should not be construed as financial, investment, legal, or tax advice. While we strive to ensure the accuracy and timeliness of the information presented, TNFT makes no representations or warranties of any kind, express or implied, regarding the completeness, accuracy, or reliability of the information provided in any and all reports, documents and forms produced and provided to an Authorized Subscriber or End User.
19.4.1 Any reliance on such information is solely at your own risk. It is your responsibility to conduct your own research and consult with a qualified professional before making any financial decisions. TNFT shall not be liable for any loss or damage resulting from the use of or reliance on this information.
19.4.2 Past performance is not indicative of future results. Investment decisions involve risk, including the potential loss of principal. No investment strategy or product is suitable for every investor.
20. YOUR REPRESENTATIONS
You represent and warrant that,
20.1 you are a legal owner of, or you are authorized to provide us and our third-party service provider with, all Account Information, and have the right to grant the permissions set forth herein, and, that
20.2 TNFT’s third party service providers’ exercise of their rights set forth herein will not violate any applicable laws or third-party rights.
21. INDEMNIFICATION
You agree to indemnify, defend and hold harmless TNFT, its affiliates, and its shareholders, directors, officers, employees, agents, representatives, suppliers, contractors, information providers, and successors and assigns from and against any action, suit, proceeding, cause, claim, damage, debt, cost, demand or liability (including, without limitation, legal fees and expenses), asserted by any third party, arising directly or indirectly out of or relating to, your use of the Services and/or the Site, your violation of this Agreement, your infringement of any intellectual property rights, or violation by any user of your TNFT Account (Claim). At the request of TNFT after any such Claim, you shall, at your sole expense defend, with counsel acceptable to TNFT, all Claims arising out of the foregoing; provided, that TNFT reserves the right, at your expense, to assume the exclusive defense and control of any such Claim. No compromise or settlement of any Claim may be committed to by you or other users without TNFT’s prior written consent. TNFT shall have the right to participate at any time in the defense, compromise and/or settlement of any proceedings with the counsel of its choosing.
22. ACKNOWLEDGEMENT
You expressly recognize and acknowledge that Sections 17 through 21 inclusively, are an essential part of these terms and TNFT’s agreement to provide you the Services and TNFT would be unable to make the Services available to you except on these terms.
23. ENTIRE AGREEMENT
This Agreement constitutes the complete agreement between the parties concerning the subject matter herein and supersedes all prior or contemporaneous communications, representations, negotiations, discussions, statements and understandings, whether oral or written, between TNFT and you regarding the Services and the Site.
24. ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, but you shall not assign, by operation of law or otherwise, all or any portion of its rights under this Agreement without the prior written consent of TNFT. Your acquisition by way of the transfer of shares or assets or otherwise by a third party shall be deemed an assignment for the purposes of this Section. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
25. NOTICE
Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given by TNFT (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
26. MODIFICATION
TNFT shall have the right, in its sole discretion, at any time and without notice, to add to or modify the Site, Services, or the terms of this Agreement by updating any of the foregoing. By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the new changes to the Site, the Services or the Agreement, as applicable. You are advised to pay attention to the Site, Services or the terms of the Agreement on a regular basis for changes.
27. CONTROLLING LAW AND JURISDICTION
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Michigan and the United States of America, without regards to its conflicts of laws principles.
28. DISPUTE RESOLUTION
28.1 Mediation and Arbitration. Any disputes, claims, questions or disagreements that arise between TNFT and you (or any of their officers, directors, stockholders, members, owners, managers, employees, agents, and advisors in such capacity or in their personal capacities) which are in any way in whole or in any part related to this Agreement (including, without limitation, the existence, interpretation, validity, scope, breach or termination hereof, the effect that this Agreement may have on other arrangements or agreements between the parties, transactions anticipated hereby, or the business relationship created hereby) shall be submitted in their entirety to exclusive binding arbitration administered by the American Arbitration Association (“AAA”) pursuant to its commercial arbitration rules and mediation procedures, subject to the following:
28.1.1 A single arbitrator will be used, unless a party makes a timely demand for three arbitrators and pays the entire additional cost of the arbitrators (pending the final award of costs). The arbitrator (and any mediator, and the arbitrator’s and mediator’s firm) shall be unrelated in any way to all of the parties, currently expert in the primary subject matter of the dispute and the related governing law and current business practices, experienced as a commercial arbitrator, and a member of the AAA’s roster of neutrals selected using the AAA’s selection process.
28.1.2 The arbitrator shall (and the parties hereby do) agree in advance in writing to use best efforts conclude the arbitration in less than 90 days. Upon prior notice to a party, the arbitrator may make evidentiary conclusions against such party when, in the sole and exclusive opinion of the arbitrator, such party has not used best efforts to comply with this schedule.
28.1.3 The arbitrator shall approve (and may disallow completely or limit) specifically in writing in advance the submission of each motion and pleading, and each element of and request for discovery, and motion practice and discovery in general and in particular will be limited to the absolute minimum consistent with justice and the arbitrator’s role as the sole finder of fact, in the sole and exclusive opinion of the arbitrator. The arbitrator will give each Party notice of and an opportunity to object to the submission of each pleading and motion and each element of and request for discovery.
28.1.4 The arbitrator will require the use of every technological measure available to reduce the time and cost of the proceedings (including, specifically, video conferencing, remote video depositions and audio recording in lieu of court reporters). Party testimony and witness statements may be submitted in writing. Oral presentations will be favored over written briefs.
28.1.5 The arbitrator has the exclusive power to adjudicate any requests for prejudgment remedies, interlocutory action, injunctive relief and any other remedies of any nature whatsoever sought by a party. Prejudgment remedies and interlocutory action may be immediately enforced in court.
28.1.6 Day baseball arbitration will be used. The arbitrator shall provide reasoned support for the award selection. The award may be appealed solely pursuant to the AAA’s Optional Appellate Arbitration Rules. Appeals must be initiated within ten (10) days of receipt of the award. The entire cost of the appeal (excluding the non-appealing Party’s legal fees) will initially and in advance be borne by the appealing Party. Once the appeal process, if any, is completed, the decision shall be final and may be entered in any court having jurisdiction in respect thereof.
28.1.7 The existence of the proceedings and evidence and outcome will be kept confidential by all persons involved in any way therewith, except where and only to the extent that disclosure is legally necessary and unavoidable to carry out the terms hereof.
28.1.8 Subject to a contrary provision elsewhere in the Agreement, and pending the final award of costs, the initiating party will initially bear the cost of the arbitrator and mediator. Each party will initially bear its other costs. Once the award is final, all costs and fees incurred by the prevailing party including, without limitation, arbitration and mediation fees, legal fees, court fees, administrative fees, travel expenses, out‑of‑pocket expenses such as copying and telephone, witness fees, costs related to discovery, appeal, enforcement and collection (including judicial enforcement of this arbitration provision and enforcement and collection of this award of costs), and interest thereon at the highest permissible rate from the dates of the incurrence of each cost through the date of payment, shall be awarded to and be collectible by the prevailing party, by any legal means and in any proper forum.
28.1.9 The place of arbitration shall be Oakland County, Michigan.
29 MISCELLANEOUS
29.1 Any sections that under their terms or by implication ought to survive will survive termination of this Agreement.
29.2 If any provision of this Agreement or the application of such provision to any person, circumstance or jurisdiction shall be held invalid, the remainder of this Agreement and the application of such provision to persons, circumstances or jurisdictions other than those to which such provision is held invalid shall not be affected thereby. If any provision in this Agreement is determined to be unenforceable because of its scope, duration, geographical area or other factor, then the parties intend that the court making such determination will construe such provision to limit such scope, duration, area or other factor so as to make such provision enforceable, and then to enforce such provision as so construed.
29.3 The titles to the subdivisions of this Agreement are solely for the convenience of the Parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement.
29.4 You agree that no joint venture, partnership, or employment relationship exists between you and TNFT as a result of this Agreement or use of the Services.
29.5 You acknowledge and agree that TNFT and you are each an independent individual or legal entity, as the case may be (each “entity”, collectively “entities”), and neither entity nor their employees will be considered an employee of the other entity for any purpose, including but not limited to employee benefits, unemployment taxes, and income tax withholding at the source. Nothing in this Agreement shall create an expressed or implied partnership, agency, joint venture, employment or other association between these entities, and allow either entity to make any warranties, representations or to create any obligation on behalf of the other entity.
29.6 To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Services within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.
29.7 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, 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 this Agreement shall continue in effect.
29.8 The failure of TNFT to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of TNFT.
29.9 Except as expressly outlined in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
29.10 This Agreement shall not be construed against a party because this Agreement was prepared by or at the request of such party or such party’s counsel. The parties acknowledge that: (A) each party had the opportunity to retain counsel in respect of the negotiation of this Agreement and each party had the opportunity to read and evaluate this Agreement, and each party did or did not so retain counsel and read and evaluate this Agreement to the extent as each thought most advantageous to themselves, and (B) neither party was in any way whatsoever relying on another party for guidance, advice or insight into the terms, meaning, effect, advantages or disadvantages hereof. No ambiguity shall be construed in favor of or against any one of the parties.
30. CONTACTING TNFT
If you have any questions about this Agreement, please contact us (for more details, see Contact Us information on the Site).
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