AssetView License Agreement

Introduction

AssetView, LLC and/or its subsidiaries and affiliates (referred to as “AssetView", “AV", "we", "our", or "us") thank you for selecting our services and products. These services and products, collectively referred to as “Services”, include: (a) all resources reached by authenticating at the domain of client.assetview.com; (b) all resources accessed via its sub-domains and its paths; (c) application programming interfaces (“APIs”) offered by AV; (d) AV's cloud services ("AV's Cloud"); and (e) Applications ("Apps") for AV (defined later herein).

Please review this License agreement ("Agreement") thoroughly. This Agreement is a legal agreement between you (“Subscriber”) and AV. By clicking “I Agree” (indicating acceptance electronically), or by installing, accessing, or using the Services, you agree to this Agreement. If you do not agree to this Agreement, you may not use the Services. We may change this Agreement at any time. If you continue to use AV after we post changes to this Agreement, you are signifying your acceptance of the new terms. The most up-to-date version of this Agreement may be accessed at any time by reloading this page or by visiting: https://assetview.com/legal.

This Agreement describes the license and terms of use governing your use of the Services. It includes, by reference: (a) AssetView Services Privacy Policy; (b) AssetView Websites Terms of Use and Privacy Policy; and (c) any terms provided separately to you for the Services. These terms provided separately include, but are not limited to: (a) product or program terms; (b) ordering, activation, payment terms; and (c) data processing agreements. We may provide these terms provided separately on websites owned or operated by AssetView LLC and/or its subsidiaries and affiliates (collectively, “AV Websites”). In the case of any conflict between the terms of this Agreement and the AssetView Services Privacy Policy, the AssetView Services Privacy Policy will prevail. In the case of any conflict between the terms of this Agreement and the AssetView Websites Terms of Use and Privacy Policy, this Agreement will prevail. You may be offered other services, products, or promotions by AV ("Other AV Services") and by third parties for which additional terms and conditions and fees may apply.

By accessing or using our Services you agree that: (a) you are at least eighteen (18) years of age; (b) you can form a binding contract with AV; (c) you are not a person who is prohibited from receiving the Services under the laws of the United States, or any other applicable jurisdiction; and (d) you will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.

AV does not represent that the Services and/or Content (described herein below) within the Services is appropriate or available for use in all jurisdictions or countries. AV prohibits use of the Services and accessing Content from within countries or states where such Content, Services, or the terms of this Agreement do not comply with the law. You are responsible for compliance with all applicable laws pertaining to your Content and use and access to the Services in your jurisdiction.

1. Use of the Services

1.1. Grant. Until termination of this Agreement and providing you meet any applicable payment obligations and comply with this Agreement, AV grants to you a personal, limited, nonexclusive, nontransferable, non-saleable, non-distributable, non-shareable right and license to use the Services. However, if AV's product terms on AV Websites specify explicitly that the license for that product is transferable, then the following will apply:

1.1.1 Internal Transfers Only: The license granted is only transferable within the your business entity (i.e. the business entity of the original signatory) including your departments, divisions, subsidiaries, and affiliates. In no case is a license granted under this Agreement transferable to any third-party outside of your business entity. Any attempt to transfer the license outside of your business entity without AV's prior written consent is a material breach of this Agreement.

1.1.2 Notification Requirement: You must notify AV in writing prior to any transfer of the software license within the entity. The notification must include: the name of the transferrer and the transferee, the title of each, the name and title of the original license signatory, and the date of each transfer. You may be required to provide additional identifying information at AV's sole discretion. In addition, you will maintain accurate records of all internal transfers and make these records available to AV upon request for the purpose of verifying compliance with this Agreement.

1.1.3 Compliance: You must ensure that all users within your business entity who receive the transferred license comply with all terms and conditions of this Agreement. You remain responsible for any breaches of the Agreement by any user within the entity.

1.1.4 Termination of Transfer Rights: The Licensor reserves the right to terminate the transferability rights granted under this clause if the Licensee is found to be in violation of any terms of this Agreement or if in AV has reason to suspect that a transfer does not comply with the terms of this Agreement.

1.2. Access. You accept responsibility for the confidentiality and use of any authentication method and/or credentials (e.g. user name, password, email address) that you use to register for and/or access our Services. You are fully responsible for all activities that occur on your account. You agree to: (a) immediately notify AV of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. AV cannot and will not be liable for any loss or damage arising from: (a) your failure to comply; or (b) use of Services under your account. If you lose or forget your credentials to access AV, you will lose access to all data in AV and is such case: (a) AV has no ability to restore access; (b) AV has no responsibility for restoring access; and (c) AV has no liability.

1.3. NASDAQ Global Subscriber Agreement. By executing this Agreement, you the Subscriber, (known as “Subscriber” in the NASDAQ Global Subscriber Agreement) agrees: (a) that it has read and agrees to be bound by the NASDAQ Global Subscriber Agreement, a copy of which is linked hereto; (b) that the Distributor is not an agent of NASDAQ and is not authorized to add to or delete from the NASDAQ Global Subscriber Agreement and is not authorized to modify any provision of the NASDAQ Global Subscriber Agreement; and (c) that no provision has been added to or deleted from the NASDAQ Global Subscriber Agreement and that no modifications have been made to it. Both the Subscriber and the person executing on behalf of the Subscriber warrant that the Subscriber is legally able to undertake the obligations set forth in and the signatory is duly authorized to bind the Subscriber to the NASDAQ Global Subscriber Agreement.

1.4 Sandbox. If AV provides you with a sandbox environment("Sandbox"), you may use that environment for learning and testing only. You may not use that environment for production data. AV may, at its sole discretion at any moment, reset, remove, or change that Sandbox and there is no guarantee of data preservation.

1.5. Definitions. "Assets", "Transactions", "Sources", and any other expression or terminology that is referenced in the pricing or other terms and conditions in AV Websites is defined by the way each is used in the Services, unless otherwise defined in this Agreement or in AV Websites terms and conditions.

2. Restrictions

2.1. Restrictions. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by AV. AV reserves all other rights in the Services. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is; (a) objectionable or may be illegal; (b) violates the rights of others; (c) is likely to cause notoriety, harm or damage to the reputation of AV; or (d) or could subject AV to liability to third parties. Such activities include but are not limited to: (a) unauthorized access, monitoring, interference with, or use of the Services or third-party accounts, data, computers, systems or networks; (b) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (c) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (d) viewing or other use of any Content that, in AV’s opinion, is prohibited under this Agreement; (e) any other activity that places AV in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; (f) attempting to probe, scan, penetrate or test the vulnerability of an AV system or network or to breach AV’s security or authentication measures, whether by passive or intrusive techniques; or (g) access or use of the Services for benchmarking or similar competitive analysis purposes, for publishing or otherwise making available to the public any analysis of the Service, or for the purpose of a building a competitive product or service. AV reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

2.2. Prohibitions. You acknowledge that the Services may include data subject to restrictions under export control laws and regulations administered by the United States government, or any other applicable jurisdiction. You agree that you are not prohibited from receiving the Services under the laws of the United States, or other applicable jurisdiction, and that you will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly. You agree you will not: (a) use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement; (b) provide access to or give any part of the Services to any third party; reproduce, modify, copy, sell, trade, lease, rent or resell the Services; (c) de-compile, disassemble, or reverse engineer the Services; or (d) make the Services available on any file-sharing or application hosting service.

2.3. Property Rights. AV is the sole owner of all intellectual property rights related to the Services and AV Websites. Any content presently displayed or made available by AV in the future, such as text, logos, images, music, digital downloads, and data compilations, is the property of AV, its affiliates or its suppliers and is protected by Unites States and international intellectual property law. AV's names and logos are trademarks of AV. AV's trademarks and logos may not be used for products or services that are not respectively manufactured or offered by AV, or in any way that could cause confusion in the public, or in any way that disparages or discredits AV. Accordingly, you agree not to reproduce, represent, extract and use in any way any or all of AV's trademarks, logos, or content.

3. Payment

For Services offered on a payment or subscription basis, the following terms apply, unless AV or its third-party affiliate notifies you otherwise in writing:

3.1. Payments. Payments will be billed to you in U.S. dollars, or other currencies which we may choose to make available (plus any and all applicable taxes). You must pay with a payment method acceptable to AV (e.g. credit card, debit card). A debit or credit card (or other payment method that AV makes available) is required to use the Services (including trial of the Services). AV subscriptions are monthly. On your profile page, you may opt to cancel your subscription at any time. The effective date of the cancellation will be the end of the then current billing period. AV does not offer refunds. Applications for AV (defined later herein) are priced as independent subscriptions.

3.2. Updates. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

3.3. Renewal. AV will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated under this Agreement. Additional cancellation or renewal terms may be provided to you on our websites. While AV reserves the right to change pricing at any time, price changes will generally be announced at least thirty (30) days in advance.

3.4. Trial. If you registered for a trial use of the Service ("Trial Period"), you must decide to purchase a license to the Service, at the current rate, within the Trial Period in order to retain any Content that you have entered through the Services, created within the data file, posted, or uploaded during the Trial Period. If you do not purchase a license to the Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services during the trial period, if you decide not to purchase the license to the Services, you will not be able to access or retrieve any of the data you added or created with the Services during the trial. In the case that multiple versions of the Services are offered, you must subscribe to a version of the Services that supports the data you would like to retain; any other data will no longer be available for you to access.

4. Content and Use of the Services

4.1. Responsibility for Content and Use of the Services. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content that account holders (including you) provide through your use of the Services. AV is not responsible for any of your Content that you submit through the Services.

4.2 Reserved Rights. AV reserves the right: (a) to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the Content restrictions described herein; (b) to refuse input to or remove from the Service any of the foregoing content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement; and (c) to disclose any information necessary to satisfy our legal obligations, protect AV or its customers, or operate the Services properly.

4.3 Prohibited Content: You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

4.3.1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages "flaming" others or criminal or civil liability under any local, state, federal or foreign law;

4.3.2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;

4.3.3. Solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;

4.3.4. Virus, Trojan horse, worm or other disruptive or harmful software or data; and

4.3.5. Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.

4.2. Community Forums. The Services, and any AV Websites, may include a community forum or other social features to exchange Content and information with other users of the Services and the public. AV does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which AV is not responsible.

4.3. Feedback. You agree that AV may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising, or marketing materials. You grant AV a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to AV in any way.

5. Access to your Investment Data from Financial Institutions

5.1. Financial Institution Investment Data. AV uses Plaid (or, in the future, another third party chosen by AV that offers a similar service to Plaid) to enable you to allow AV to access, download, store and display your financial information (e.g. asset positions, transactions) (collectively referred to as “Investment Data”) from your financial institutions (e.g. Schwab, JP Morgan) for use in the Services. AV: (a) does not guarantee that you will be able to use the Services with your financial institution(s); and (b) will have no liability whatsoever for any actions or inactions on the part of the financial institution(s) resulting in your inability to use the Services to access your accounts, obtain data, download transactions, or otherwise use or access the Services.

5.2. Legal Authority. You hereby represent that you have the legal authority to access any financial institution(s)’ account(s) to which you provide AV access.

5.3. Data Use. You acknowledge that in accessing your financial institution account(s) through the Services, your investment data may be collected, converted, stored in encrypted form and used by AV for the purpose of providing the Services.

5.4. Permission. You acknowledge that some financial institution(s) may not permit AV or other third parties to access to your data.

5.5. Changes. You acknowledge that financial institution(s) may make changes to their websites or data services, with or without notice to you or AV, that may affect the overall performance of the Service and prevent or delay aggregation of data from such institutions.

5.6. Data Integrity. You acknowledge that AV is not responsible for the completeness or accuracy of information obtained from your financial institutions.

5.7. Separation. You acknowledge that any transactions or informational activities performed at any financial institution(s)’ website are not made through the Services and AV assumes no responsibility for any such transactions or activities.

5.8. Fee Responsibility. You acknowledge that you are solely responsible for any charges, fees or costs associated with your financial institution account(s) when accessed through the Services by you or by AV.

6. Personal Information

6.1. Privacy. You acknowledge that AV will process your Investment Data and Personal Data in accordance with the AssetView Products and Services Privacy Policy.

6.2. Personal Information. With regard to: (a) your Personal Data and your Personal Investment Data, both defined in the AssetView Products and Services Privacy Policy; and (b) if you provide personal information to us that is not personal to you: you represent and warrant to us that:

6.2.1. You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for us to use such information in accordance with this Agreement and the AssetView Products and Services Privacy Policy;

6.2.2. You have the appropriate legal basis, as required by applicable law, for us to: (a) use, and/or disclose the personal information in accordance with the AssetView Products and Services Privacy Policy; (b) move the data outside of the country of residence of such owner of the personal data; (c) provide the Personal Information to Third-Party Products that you approve; and (d) otherwise use and disclose the personal information in accordance with this Agreement.

6.3. Public Content. The Services may provide you with the opportunity to share your data, Content, or ways in which you aggregate data (collectively, “Account Content”) with other Users, other AV customers, and other third parties. When sharing any Account Content, you agree not to share any information that is confidential without the express consent of those who own that confidential information. If you have the option of accessing another user’s Account Content, you understand and agree that the Account Content is being provided by the user, and not AV, for information and guidance purposes only, and AV and such user are not responsible in any way for your use of the Account Content.

6.4. Telephone numbers. You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that AV may use your telephone number for "multi-factor authentication” (“MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve AV sending text messages containing security codes to your telephone number. You agree to receive these texts from AV containing security codes as part of the MFA process. In addition, you agree that AV may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: (a) providing you with important critical notices regarding your use of the Services; or (b) fulfilling a request made by you through the Services. Additionally, AV may use your telephone number to contact you about special offers or other AV or third-party products or services unless you opt out of such marketing. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to AV (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details). Use of Services may be available through a compatible mobile device, Internet 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 mobile device and telecommunications provider.

6.5. Social Media Sites. AV may provide experiences on social media platforms such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among anyone who has registered to use them. Any content you post, such as pictures, information, opinions, or any Personal Information that you make available to other participants on these social platforms, is subject to the Terms of Use and Privacy Policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

6.6 Communications. AV may be required by law to send you communications about the Services or Third-Party Products. You agree that AV may send these communications and other communications or notices that AV is required to or opts to send to you: (a) via email; (b) via telephone or text message; or (c) by posting them on AV Websites.

7. Third-Party Products and Services

7.1. Third-Party Services and Products. AV Websites and the Services may tell you about or offer you products and services on behalf of third parties who are not affiliated with AV (collectively, “Third-Party Products”) and/or provide access or links to third-party websites ("Third-Party Sites"). These Third-Party Products include Apps for AV that modify or create additional functionality in AV. Third-Party Products may have additional terms and conditions and fees that apply. If you decide to use any Third-Party Products or access any Third-Party Sites, you are solely responsible for your selection, review of separate product terms, website terms and privacy policies. AV is not affiliated with these Third-Party Products or Third-Party Sites and does not endorse or recommend Third-Party Products even if such products are marketed or distributed via our products, website(s) or associated with AV in any way. You agree that the third parties, and not AV, are solely responsible for the Third-Party Product’s performance (including technical support), the content on their websites and their use or disclosure of your data. AV will not be liable for any damages, claims or liabilities arising from the third parties, Third-Party Products or Third-Party Sites. You agree that you will: (a) comply with all applicable laws, regulation and ordinances; (b) not use the Third-Party Products in any manner that would infringe or violate the rights of AV or any other party; and (c) not use the Third-Party Products in any way in furtherance of criminal, fraudulent or other unlawful activity.

8. Disclaimer of Warranties

8.1. YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASSETVIEW, ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY PARTNERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. ASSETVIEW AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 14 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

THE SOFTWARE AND SERVICES DOCUMENTATION PROVIDED BY ASSETVIEW IS FOR INFORMATIONAL PURPOSES ONLY. WHILE THE DOCUMENTATION DESCRIBES THE INTENDED USE AND FUNCTIONALITY OF THE SOFTWARE AND SERVICES, IT DOES NOT CONSTITUTE A GUARANTEE, WARRANTY, OR REPRESENTATION OF THE SOFTWARE’S OR SERVICE'S PERFORMANCE, CAPABILITIES, OR ACCURACY. NOT ALL FEATURES DESCRIBED IN THE DOCUMENTATION ARE AVAILABLE IN ALL EDITIONS OF THE SOFTWARE AND SERVICES. ASSETVIEW EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ERRORS, OMISSIONS, OR INACCURACIES IN THE DOCUMENTATION, AND DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL OPERATE AS DESCRIBED IN THE DOCUMENTATION OR THAT IT WILL BE FREE FROM DEFECTS, INTERRUPTIONS, OR ERRORS.

ASSETVIEW DOES NOT GIVE PROFESSIONAL ADVICE OF ANY KIND, INCLUDING BUT NOT LIMITED TO LEGAL, ACCOUNTING, FINANCIAL, TAX, HEALTH CARE, REAL ESTATE. FOR CLARITY, AV AND ALL OTHER COMPANIES MENTIONED ON AV WEBSITES ARE NOT RESPONSIBLE FOR THE CONSEQUENCES OF RELIANCE UPON ANY OPINION OR STATEMENT CONTAINED HEREIN OR FOR ANY OMISSION. THE INFORMATION INCLUDED ON AV WEBSITES DOES NOT CONSTITUTE LEGAL, FINANCIAL OR INVESTMENT ADVICE AND IS NOT INTENDED AS A RECOMMENDATION FOR BUYING, TRADING, OR SELLING ASSETS. IT IS RECOMMENDED TO SEEK ADVICE FROM LEGAL AND FINANCIAL EXPERTS BEFORE STARTING TO BUY, TRADE OR SELL ASSETS.

ASSETVIEW, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. ASSETVIEW MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES. IN USING THE SERVICES, YOU ACKNOWLEDGE THAT NO METHOD OF TRANSMISSION OVER THE INTERNET, OR METHOD OF ELECTRONIC STORAGE IS 100% SECURE.

ASSETVIEW SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT AS A RESULT OF ANY EVENT BEYOND ITS REASONABLE CONTROL INCLUDING, BUT NOT LIMITED TO: ADVERSE WEATHER CONDITIONS, INTERNET OUTAGE OR INTERRUPTION OF SERVICE, DENIAL OF SERVICE ATTACK, TELECOMMUNICATIONS OT POWER OUTAGE, FIRE, FLOOD, CIVIL DISOBEDIENCE, LABOR DISRUPTIONS, STRIKES, LOCKOUTS, SHIPPING DISRUPTIONS, EMBARGOES, TERRORISM, NATURAL DISASTER, WAR, OR ACTS OF GOD.

9. Limitation of Liability and Indemnity

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF ASSETVIEW, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE ONE (1) MONTH PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, ASSETVIEW, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET ASSETVIEW SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF ASSETVIEW AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF ASSETVIEW, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

YOU AGREE TO INDEMNIFY AND HOLD AV AND ITS AFFILIATES AND SUPPLIERS HARMLESS FROM ANY AND ALL CLAIMS, LIABILITY AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS, ARISING OUT OF YOUR USE OF THE SERVICES OR BREACH OF THIS AGREEMENT (COLLECTIVELY REFERRED TO AS "CLAIMS"). AV RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY CLAIMS. YOU AGREE TO REASONABLY COOPERATE AS REQUESTED BY AV IN THE DEFENSE OF ANY CLAIMS.

10. Services Modification, Access, Cancellation, and Termination

10.1. Modification to Services. The Services may periodically be updated with tools, utilities, improvements, third-party applications, or general updates to improve the Services. You agree to receive these updates. We have the right, in our sole discretion at any time, to discontinue, revise, update, or otherwise modify the Services or alter your access to the Services. We do not guarantee backward compatibility of our Services and Application Programming Interface (API). You may reject any changes to the Services by discontinuing use of the Services. Your continued use of the Services will constitute your acceptance of and agreement to such changes.

10.2. Beta Features. From time to time, AV may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the Services for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and AV is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Features back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

10.3. Service Storage and Access. AV shall have the right, in its sole discretion to establish or change limits concerning use of the Services, temporarily or permanently, including but not limited to: (a) the amount of storage space you have on the Services at any time; and (b) the number of times (and the maximum duration for which) you may access the Services in a given period of time. AV reserves the right to make any such changes effective immediately to: (a) maintain the security of the system or user access Information; or (b) to comply with any laws or regulations. You may reject changes by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes. AV may, from time to time, perform maintenance upon the Services resulting in interrupted service, delays, or errors in the Services.

10.4. Cancellation of Service. AV Services subscriptions are on a monthly basis. If you would like to elect to cancel your subscription, you may do so on your profile page. You may elect to cancel your subscription at any time. The effective date of the cancellation (i.e. the end of the subscription term) will be the last day of the subscription period during which you elect to cancel your subscription. There are no refunds of AV fees in any case, including but not limited to cancellation. Upon cancellation, you will be able to access the Services only through the end of the subscription term. After the subscription term ends, you will not have any access to the Services or your data.

10.5. Termination of Services. AV may, in its sole discretion and without notice, restrict, deny, terminate this Agreement, or discontinue or suspend the Services, effective immediately, in whole or in part. Reasons for taking such action include but are not limited to: (a) to protect the integrity or availability of the Services or systems; (b) to ensure compliance with AV policy; (c) if you no longer agree to receive electronic communications from AV; (d) if we determine that your use of the Services substantially exceeds or differs from normal use by other users; (e) if we determine that your use of the Services raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues; or (f) if we determine that your use of the Services conflicts with AV’s interests or those of another user of the Services. Upon AV notice that your use of the Services has been terminated, you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect AV’s rights to any payments due to it including, but not limited to, usage fees, and fees for Apps for AV. AV may terminate a free account (e.g. a trial) at any time. Sections two (2) through fourteen (14) of this Agreement will survive and remain in effect even if this Agreement is terminated.

10.6. Agreement Modification. We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or on our websites or when we notify you by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

11. Governing Law and Jurisdiction

11.1. Governing Law. This Agreement will be governed by the laws of the state of Florida of the United States, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of AV’s or its Suppliers’ intellectual property rights may cause AV irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that AV shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect AV’s rights under this Agreement.

11.2. Jurisdiction. The parties hereby submit to the exclusive jurisdiction of the courts of the state of Florida in the United States and you agree that you will procure that any third party making a claim against AV arising out of this Agreement shall bring such claim exclusively in the courts of the state of Florida in the United States and subject to the limitations and exclusions of liabilities provided for in this Agreement.

12. Language

12.1. Translation. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.

13. Policy Changes

13.1. Although most changes are likely to be minor, AV may change this Agreement from time to time, and in AV’s sole discretion. AV encourages visitors to frequently check this page for any changes. Your continued use of this site after any change in this WP will constitute your acceptance of such change.

14. General

14.1. Additional Terms. Section headings are for reference purposes only and do not limit the scope or extent of such section. This Agreement is the entire agreement between you and AV regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The validity or un-enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. No failure or delay by AV exercising any right, power or privilege under this Agreement will operate as a waiver thereof. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. AV may assign or transfer this Agreement at its sole discretion. You may assign or transfer this Agreement only with prior written approval from AV which may be requested via an email to license@assetview.com.