This Website Services Agreement (the "Agreement") applies to all information, images, or references included on the above listed websites (the "Website"). The agreement is between you, the individual utilizing the Website, and the Website operator Wealth Management Centers, LLC ("we", "us", or "our"). By accessing or using this Website, you understand and agree to be bound by the "Terms of Use" contained in this Agreement and our Privacy Policy. If you do not agree to these Terms of Use, you must not access or use this website.
We reserve the right to amend these Terms of Use at any time and without notice. Your continued use of our website will be deemed acceptance of these terms and any changes made to them. We make no representations or warranties about the accuracy, completeness, or suitability of the information provided on our website. The content provided on this website is for general information purposes only and should not be relied upon as advice.
We make no representation that any of the materials or information on this website are appropriate or available for use in all locations. If you access this website from a jurisdiction that prohibits such activities, you do so at your own risk and are responsible for compliance with applicable laws and regulations. We do not guarantee that our website or any of its content will be uninterrupted or error-free, or that any defects will be corrected.
You agree that you will not use our website for any unlawful activity or post, transmit, or distribute any content that is in violation of any applicable laws. These Terms of Use shall be governed by and construed in accordance with the laws of New York/Manhattan County. If you have any questions or concerns about our website or these Terms of Use, please contact us.
This Agreement applies to all information, content, messages, products, services, software, and databases available through the Website.
We will provide you with certain web-based services (the "Services"). In using the Services, you shall at all times comply with our Acceptable Use Policy ("AUP") set forth below, as may be revised by us from time-to-time and without additional notice. Your continued use of the Services shall constitute your acceptance of the revision.
We use third-party service providers, vendors, and licensors to assist in providing the Services (each, a "Third-Party Service Provider"). You hereby consent and authorize us to delegate the authorizations you provide to us to our Third-Party Service Provider(s) as we deem necessary or desirable to provide the Services to you.
You agree that the terms and conditions of this Agreement, including any of the other terms, conditions, warranty disclaimers, and liability disclaimers incorporated into this Agreement, inure to the benefit of such Third-Party Service Providers and such Third-Party Service Providers are deemed to be third party beneficiaries of this Agreement, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. You also agree that all references to us within this Agreement and any incorporated terms are also deemed to include, where applicable, our agents, such as the Third-Party Service Providers. Your use of certain services provided by Third-Party Service Providers may require your agreement to certain additional terms and conditions provided by the applicable Third-Party Service Providers. These additional terms and conditions will be made available to you when, and if, you access the third-party services.
Our Services make available certain financial market data, quotes, news, research and opinions (including "Research Reports", as defined below) or other financial information (collectively "Information") that has been independently obtained by certain financial market information services, financial publishers, various securities markets including stock exchanges and their affiliates, investment bankers, issuers of alternative investment products, special purpose vehicles, private funds, certain securities and other providers (collectively the "Information Providers") or has been obtained by us.
We do not guarantee or certify the accuracy, completeness, timeliness, or correct sequencing of the Information made available through the Website, regardless of it was obtained by us, the Information Providers or any other third party transmitting the Information (the "Information Transmitters"). All such Information is provided "as-is" and "as-available," with no obligation to update. You agree that neither we nor any of the Information Providers or the Information Transmitters shall be liable in any way for the accuracy, completeness, timeliness, or correct sequencing of the Information, or for any decision made or action taken by you relying upon the Information.
You further agree that neither we nor any of the Information Providers or the Information Transmitters will be liable in any way for the interruption of any data, Information, or other aspects of the Services. You understand that none of the Information (including Research Reports) available through the Services constitutes a recommendation or solicitation that you should purchase or sell any particular security or use the services of any Third-Party Service Provider, including but not limited to Information Providers and Information Transmitters issuers of alternative investment products, special purpose vehicles, private funds, certain securities.
We may, from time to time, send email notices about investment markets or particular securities that we believe may be of interest to you ("Alerts"). Alerts are subject to certain limitations and requirements that are described here and that may be described at the time you subscribe, or we subscribe for you, to a particular Alert. Your subscription or use of any Alert will serve as an acknowledgment that you have read and understood the applicable limitations and conditions.
The information in Alerts may be prepared and delivered by Information Providers and may be delayed. Neither we nor any Information Provider guarantees the accuracy, completeness, or timeliness of information available through Alerts. The reliability of your receipt of Alerts and their timeliness will also depend on factors outside of our control, including Internet and E-mail availability and transmission capabilities. Alerts are not investment recommendations or advice. Any investment decision you make on the basis of Alerts is your sole responsibility. Alerts are sent through unencrypted e-mail, and neither we nor any Information Provider is liable for any unauthorized use or interception. If you subscribe to Alerts, you acknowledge that you have read and understood this notification.
The Services are provided "as is" and "as-available," without obligation to update with all faults, and without warranty of any kind. We disclaim all warranties, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, quality of information, and title/non-infringement. Use of the Services is at your sole risk.
We do not warrant that the Services will meet your requirements, or that the Services are compatible with any particular hardware or software platform, or that the operation of the Services will be uninterrupted or error-free, or that defects in the Services will be corrected. Furthermore, we do not warrant or make any representation regarding the use or the results of the use of Services in terms of their correctness, accuracy, quality, reliability, security, appropriateness for a particular task or application, currentness, or otherwise.
No oral or written information or advice given by us or our authorized representatives shall create a warranty or in any way increase the scope of our obligations hereunder. The Services may be used to access and transfer information over the Internet. You acknowledge and agree that we do not operate or control the Internet and that: (I) viruses, worms, trojan horses, or other undesirable data or software; or (II) unauthorized users (e.g., hackers) may attempt to obtain access to and damage your data, websites, computers, or networks. We shall not be responsible or liable for such activities.
You should know the following with respect to arbitration agreements: (A) arbitration is final and binding on the parties; (B) the parties are waiving their right to seek remedies in court, including the right to a jury trial; (C) pre-arbitration discovery is generally more limited than and different from court proceedings; (D) the arbitrator's award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek a modification of rulings by the arbitrators is strictly limited; and (E) the panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
You hereby agree to settle by arbitration any controversy between you and us, or our affiliates, or our or their respective officers, directors, employees or agents, including, but not limited to, any Third-Party Service Providers, which controversy arises out of this Agreement between you and us or any Third Party Service Providers or which relates to this Agreement, the Services, and any content or information provided thereon.
Such arbitration will be conducted by, and according to the commercial arbitration rules then in effect of, the National Association of Securities Dealers, the American Arbitration Association or Judicial Arbitration and Mediation Services (JAMS). Any arbitration conducted pursuant to this section will take place in New York, New York. The arbitration shall be initiated by filing a statement of claim with one of the organizations specified above. Any award the arbitrator makes will be final, and judgment on it may be entered in any court having jurisdiction.
This arbitration agreement shall be enforced and interpreted exclusively in accordance with applicable federal law, including the Federal Arbitration Act. Any costs, fees or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of the said award.
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 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 the class certification is denied, the class is decertified, or 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 this Agreement except to the extent stated herein.
We, the Third-Party Service Providers, the Information Providers, Information Transmitters, Third-Party Research Providers, issuers of alternative investment products, special purpose vehicles, private funds, certain other securities, and any other person involved in transmitting information will not be liable under any circumstances for any consequential, incidental, special or indirect damages even if you advise them of the possibility of such damages. This includes, but is not limited to, claims for lost profits, trading losses, and damages that may result from the use, inconvenience, delay, or loss of use of the information or for omissions or inaccuracies in the information.
As a condition to accessing or receiving the information or using the Services, you expressly agree to waive any claim you may have against us, any Information Provider, Research Provider, Third-Party Service Provider, or any other persons involved in transmitting any information we make available to you or in providing the electronic Services.
By accessing or receiving information or using the Services, you agree that our liability and the liability of the Third-Party Service Providers, the Information Providers, the Third-Party Research Providers, or any other persons involved in transmitting information or providing the Services arising out of any claim (whether in contract, tort or otherwise) in any way connected with the Services or information will not exceed the amount you originally paid for the Services related to your claim.
Some jurisdictions do not allow limitations on how long implied warranties last, the exclusion or limitation of incidental or consequential damages, or the exclusion of certain implied warranties, so these disclaimers and limitations may not apply to you. This Agreement gives you specific legal rights. You may also have other rights which vary from jurisdiction to jurisdiction.
The Information and other content provided in connection with the Services are our property or the property of the Information or Third-Party Research Providers or their licensers, or the Third-Party Service Providers, and are protected by applicable copyright law. You agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Information and other content in any manner without our express written consent or the Information or Third-Party Research Providers, the Third-Party Service Providers, or any other person with the authority to give such consent.
You agree that you will not use the Information and other content for any unlawful purpose. You further agree to comply with all our reasonable written requests intended to protect the Information and Third-Party Research Providers, the Third Party Service Providers, and our respective rights in the Information and Services. You will not remove any proprietary notices (e.g., copyright and trademark notices) from any Information or other content provided in connection with the Services.
The Wealth Management Centers' mark, and all other marks, logos and any service name or slogan contained in the Website are trademarks of Wealth Management Centers, LLC, or its licensors, and may not be copied, imitated or used, in whole or in part, without the express prior written permission of USWMC or the applicable trademark holder.
We respect the rights of all copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information: (A) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (B) a description of the copyrighted work claimed to be infringed; (C) a description of where the material you claim was infringed is located on the site; (D) your address, telephone number, and email address; (E) a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (F) a statement that the information you have provided is accurate, and under penalty of perjury, that you are authorized to act on the behalf of the copyright owner.
Our designated copyright agent for notice of claims of infringement on the Site is: Wealth Management Centers, LLC, Attention: President, 501 5th Avenue, 15th Floor, New York, NY 10017; Telephone: 212.213.0025; Email: info@uswmc.com. We will remove any content that infringes upon the copyright of any person under the laws of the United States upon receipt of such a statement (or any statement in conformance with 17 U.S.C. § 512(c)(3)). Please be aware that the Digital Millennium Copyright Act makes copyright owners liable if they materially misrepresent that a user's content is infringing.
You will be responsible for the confidentiality and use of your access number(s), password(s) and account number(s). You agree not to hold us or Third-Party Service Providers liable for any damages of any kind resulting from your decision to disclose your access number(s), password(s), or account number(s) to any third party, including but not limited to entities that aggregate account information or Website content, or persons who are or claim to be acting as your agent, proxy, or investment manager.
You will be responsible for all activities through and under your access number(s), password(s), and any instructions (to the extent applicable) received by us will be deemed to have been received from you. By using the Services, you agree to take all steps necessary to prevent unauthorized access. You agree immediately to notify us if you become aware of: any loss or theft of your user-id(s) and/or password(s); or any unauthorized use of any of your user-id(s) or password(s), or of the Services or any Information.
You acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorized third parties when communicated between you and us, Information Providers or Information Transmitters, using the Internet, other network communications facilities, telephone or any other electronic means.
You agree to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by us. Until we notify you otherwise, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by us and follow our log-on procedures for Services that support such protocols. You acknowledge that we are not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.
You agree to defend, indemnify and hold us, the Third-Party Service Providers, the Information Providers, and the Information Transmitters harmless from and against any and all claims, losses, liability costs, and expenses (including but not limited to attorney's fees) arising from your violation of this Agreement, state or federal securities laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this Agreement.
A. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities, Internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, war, riot, acts of God, laws, judgments or government instructions.
B. Entire Agreement. This Agreement sets forth the entire agreement between the parties with regard to the subject the "Service" hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject of the Service of this Agreement, except as referenced herein.
C. Governing Law and Limitation of Actions. This Agreement shall be construed according to, and the rights of the parties shall be governed by, the law of the State of New York, without reference to its conflict of laws rules. No action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen.
D. Relationship of the Parties. The parties agree that we shall perform our duties under this Agreement as an independent contractor. Nothing contained herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Personnel employed or retained by us who perform duties related to this Agreement shall remain under our supervision, management, and control.
E. Severability. If any of the provisions of this Agreement are found or deemed by a court to be invalid or unenforceable, they shall be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.
F. Waiver. Neither party shall by the mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.
General. For purposes of this Acceptable Use Policy (the "Policy"), "Users" means any user of our web-based services (the "Services"). As specified below, illegal usage, abusive usage, unacceptable usage, and use of the Services to interfere with other User's enjoyment of the Services is unacceptable. From time-to-time, we may update and/or revise this Policy. Continued use of the Services by Users shall indicate their acceptance of the updates and/or revisions.
Remedies. Violation of this Policy may result in civil or criminal liability, and we may, in addition to any other remedy that we may have at law or in equity, terminate permission for the User to use the Services or immediately remove the offending material. In addition, we may investigate incidents that are contrary to this Policy and cooperate with law enforcement organizations and provide the requested information to third parties who have provided notice to us stating that they have been harmed by a User's failure to abide by this Policy.
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