ADVISOR CONSULTANT NETWORK, INC.
LICENSE AGREEMENT
By clicking on the “I Accept” button, you accept and agree with the terms of this Agreement on your own behalf and on behalf of your employer. If you do not accept and agree with all of the terms of this Agreement, or you are not authorized to accept and agree to them on behalf of your employer, do not click on the “I Accept” button and do not use the Services.
This Agreement governs the provision to you by Advisor Consultant Network, Inc. (“ACN”) through the ACN App™ of certain services that you have requested, which may include the ACN Form ADV Narrative Brochure Application; the ACN FORM ADV Part 2 Conversion Service; and the compiling and/or filing on your behalf of Schedule 13G, Schedule 13D Reports and/or Form 13F Reports to the U.S. Securities and Exchange Commission (“SEC”) via EDGAR (the “Services”).
User Names, Passwords, and Unauthorized Use
Your access to the Services is accomplished through the use of a user name and a password which will be issued to you by ACN. YOU ARE RESPONSIBLE FOR KEEPING YOUR USER NAME AND PASSWORD STRICTLY CONFIDENTIAL AND TAKING OTHER REASONABLE PRECAUTIONS TO PREVENT THEIR UNAUTHORIZED USE. You agree to notify ACN promptly of any unauthorized use of your user name or password of which you become aware. Until you provide such notice to ACN, ACN will presume that all use of your user name and password is authorized by you, and you will remain liable for any Services ordered from ACN using your user name or password.
Content
You are responsible for (1) the accuracy and completeness of all information provided to ACN, specifically including all information to be incorporated into your Form ADV, Schedule 13G / 13D and Form 13F Report(s), (2) reviewing all such reports generated by the Services to assure that the information they contain is accurate and complete, and (3) using the Services to correct any inaccurate or incomplete information in any draft of such report before submitting it to the Securities and Exchange Commission or other regulatory authority. ACN expressly disclaims any responsibility for the completeness, accuracy, integrity, quality or timeliness of any such information, or other information ACN may make available in connection with the Services. You agree to defend, indemnify and hold ACN harmless from and against any loss, claim, action, judgment, penalty, expense and cost (including reasonable attorneys’ fees and settlement amounts) arising from or related to ACN’s use of or reliance on any information provided or representation made by you in connection with the Services or this Agreement or from any failure by you to perform the obligations described in clauses (1), (2) or (3) of this section.
Use of the Services
The Services may be used solely for lawful purposes, and may not be used in such a manner as to destroy, interrupt, or limit the functionality of any software or hardware of ACN or any third party (e.g. by spreading computer viruses or disrupting other websites), to disrupt the use of any website by other users, or to violate any applicable law. ACN reserves the right to prohibit use of the Services by any user who, in the sole discretion of ACN, violates this Agreement. Such a prohibition can occur without notice to you.
Ownership
You own the data and information you supply to ACN in order for ACN to provide the Services. All portions of the software and content created by ACN or its content providers and provided by ACN as part of the Services (including text, graphics, logos, icons, and images), and the compilation of all such software and/or content, are the property of ACN or its content providers, and are protected by the intellectual property laws of the U.S. and other nations. You may use such materials solely for the purpose of using the Services, and you are hereby granted a non-exclusive, perpetual, worldwide right to use any such materials as they are incorporated into any Form ADV, Schedule 13G / 13D and Form 13F Report(s) resulting from the Services, provided that you must not remove or alter any trademark, service mark, or logo, or any copyright or other intellectual property notices. Except as provided above, you may not download, view, copy, print, reproduce, distribute, republish, display, post, transmit, or modify any material, or portion thereof, provided as part of the Services in any form or by any means without the prior written consent of ACN. ACN reserves the right to revoke any of the rights granted in this Agreement if you violate any of the terms of this Agreement. Unauthorized use of any material provided with the Services may violate copyright law, trademark law, and other laws of the U.S. and other jurisdictions. All rights not expressly granted in this Agreement are reserved.
The following is a non-exclusive list of ACN trademarks which may be used in the course of the Services: ACN, ACN and Design; ACN Form ADV Narrative Brochure, ACN Form 13F, ACN Schedule 13D Online Application, and ACN Schedule 13G Online Application. The trademarks, service marks, and logos used on the material provided with the Services are the property of ACN or others. Nothing shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark without the prior written consent of ACN. The designations ™, SM, ®, and © are used in accordance with U.S. laws rather than the laws of any other jurisdiction.
Confidentiality
ACN agrees any information you supply under the Services which is expressly identified by you as “CONFIDENTIAL” (by unambiguous marking thereon or written notice from you to ACN) is your confidential information, subject to certain exceptions described below (“Confidential Information”). ACN agrees to hold the Confidential Information in confidence except as expressly permitted under this Agreement. ACN may disclose and allow the use of Confidential Information by those employees or contractors who have a need to know such information for purposes related to this Agreement. ACN will employ commercially reasonable efforts to protect the confidentiality of your Confidential Information, consistent with the standards of its industry. The following do not constitute Confidential Information and no obligations of confidentiality extend thereto: (i) information that is available in the public domain, other than as a result of a breach of this Agreement, once it becomes so available (including information included in filings with the SEC); (ii) information that is independently developed without reliance on the Confidential Information; (iii) information that is rightfully in ACN’s possession with no restriction on confidentiality, once it becomes so in possession; (iv) information that you release without restriction, once it is so released; or (v) information that is rightfully received from a third party with no restriction on confidentiality, once it so received. ACN reserves the right to disclose any Confidential Information, if required to do so by law or in good faith belief that such records or disclosures are reasonably necessary (i) to comply with the legal process or obligation; (ii) to enforce this Agreement; or (iii) to protect the rights, property, or personal safety of ACN, its employees, or the general public.
Disclaimer of Warranties
ACN assumes no responsibility, and will not be liable for, any damage to, or viruses or other disabling code that may infect, your computer equipment, software or other property as a result of your use of the Services.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ACN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ACN MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Limitation of Liability
IN NO EVENT WILL ACN BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSS (EVEN IF ACN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR ANY OTHER MATTER RELATING TO THE SERVICES OR ACN.
ACN SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM UNDER THIS AGREEMENT WHERE SUCH FAILURE RESULTS FROM ANY CAUSE BEYOND ACN'S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO MECHANICAL, ELECTRONIC, OR COMMUNICATIONS FAILURE OR DEGRADATION.
Global Availability and Applicable Laws
You are responsible for compliance with all applicable laws related to your use of or access to the Services, including U.S. Securities Laws and Export Control Laws. In particular, the Services may not be used by: (1) a national or resident of Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria, or any other country upon which the U.S. has imposed an embargo; or (2) anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You hereby agree to the foregoing and represent and warrant that you are not a national, resident or under the control of any such country, or on any such list.
General Information
The use of the Services and any claim relating to it or its contents are governed by laws of the state of Ohio, U.S., and controlling federal law of the U.S., without regard to conflict of law provisions. The sole jurisdiction and venue of any action related to this Agreement shall be the Ohio state courts and the U.S. federal courts located in Cuyahoga County, Ohio, U.S., and you and ACN agree to submit to personal and exclusive jurisdiction of these courts. Any failure by ACN to exercise or enforce any term, provision, or right established by this Agreement shall not constitute a waiver of such term, provision, or right. The terms and provisions set forth in this Agreement are the complete and exclusive agreement between ACN and you regarding the Services and they supersede and cancel all previous agreements, communication, and other understandings pertaining to the Services or this Agreement. In the event that any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the provision shall be given effect to the maximum extent allowed by law. This Agreement does not create an agency, joint venture, or employment relationship, and you do not have the right to bind ACN in any respect whatsoever. The terms and provisions of this Agreement may not be assigned, transferred, or sublicensed by you; however, ACN reserves the right to assign this Agreement in part or in whole to any third party. You agree that, regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related your use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and do not have any legal or contractual effect whatsoever.