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Terms & Conditions

LAST UPDATED: January 23, 2025

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY PRIOR TO USING OUR SITE OR ANY OF OUR SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE OUR SITE AND SERVICES.

This legal agreement (the “Terms of Use”) set forth below governs the relationship between you and/or any of your agent(s) (referred to herein as “you” or “your”) and WealthCentral, LLC. (referred to herein as “WealthCentral”, “we”, “us”, or “our”), with respect to your use of our financial planning software-based service accessible via our website at https://www.wealthcentral.com (the “Site” and collectively with our services the “Service”).

 

1. APPLICABILITY AND MODIFICATIONS

1.1. The following provisions govern the use of the Service and are incorporated into and form an integral part of this Terms of Use. We reserve the right to update or modify these terms at any time, and without prior notice to you, unless required otherwise under applicable law. Your continued use of the Service following such modification or update constitutes your acceptance to be bound by these terms, as they may be changed or modified. We encourage you to read through and review these terms from time to time. Any terms and conditions proposed by you which are in addition to or which conflict with the terms are expressly rejected by WealthCentral and shall be of no force or effect. By accessing or using the Service, downloading any content, and/or inputting any information through the Service, you acknowledge your agreement to be bound by these terms.

1.2. By using this service, you confirm that you are registered and authorized to provide investment related services in your jurisdiction, to the extent such registration or authorization is required ("Financial Professional").

1.3. The Service was not designed nor created for the use of minors, so if you are under the age of eligibility in your country or under the age of 18, please avoid using any of it. By accepting the terms and provisions of theseTerms of Use, you represent that you have the capacity to be bound by it or, if you are acting on behalf of a company or entity, that you have the legal authority to bind such  entity. We reserve the right to demand from you to provide any additional information and documentation, as required to us subject to our sole discretion, for verifying its age and legal eligibility per our duties under the law.

 

2. NATURE OF SERVICE

2.1. Features. The Service contains a variety of online analysis tools and services for Financial Professionals to assist them in providing financial services to their clients (“Client/s”). The Service includes features such as a dashboard overview, proactive alerts, goal-based planning, Client profiles, calculators, trend analyzers and data mapping tool as well as any other features or contents we may add in the future.

2.2. DISCLAIMER. ALTHOUGH THE SERVICE MAY PROVIDE YOU WITH INFORMATION OR GUIDANCE IN MAKING INVESTMENT DECISIONS FOR AND/OR RECOMMENDATIONS TO YOUR CLIENTS, IT IS NOT A SUBSTITUTE FOR YOUR KNOWLEDGE, JUDGMENT, PROFESSIONAL LIABILITY, AND INVESTMENT DISCRETION IN RENDERING INVESTMENT ADVICE OR ANY OTHER SERVICES FOR CLIENTS. YOU WILL BE SOLELY RESPONSIBLE FOR PROVIDING INVESTMENT ADVICE AND SERVICES TO YOUR CLIENTS AND YOU ACKNOWLEDGE THAT WEALTHCENTRAL BEARS NO RESPONSIBILITY IN THIS REGARD. THE SERVICE DOES NOT PROVIDE CUSTOMIZED TAX, LEGAL, INVESTMENT, OR RISK MANAGEMENT ADVICE OR STRATEGIES.

 

3. REGISTRATION, SUBSCRIPTION AND EMAIL MARKETING

3.1. Registration. In order to access and use the Service, you must register and create an account with us and pay us the applicable subscription fee (the “Subscription Fee”). We reserve the right to reject any subscription order.

3.2. User ID. Upon creating an account, you will receive or be requested to define a set of unique log in credentials (referred to herein as your “User ID”), which includes a username and password to permit you to access the Service. Without limiting our rights under Section 3(a) above, WealthCentral reserves the right to deny creation of your account based on our inability to verify the authenticity of your registration information.

3.3. Authorized Users. Some subscription orders may be for multiple “authorized users” to use our Service (such subscribers, the “Master Account Holder”). Master Account Holders generally will be able to configure User IDs for their authorized users. Please contact our Support Department for assistance. Master Account Holders are responsible for all use of the Service and the Site by their authorized users and such authorized users’ compliance with the provisions of these Terms of Use.

3.4. Subscription Term and Billing. All our subscription plans are provided for a term of 12 consecutive months of service from the initial date of purchase. Payments for a subscription term can be billed monthly or annually. Subscribers are responsible for the Subscription Fees for the entire 12- month term, regardless of the chosen billing frequency.

 

Subscription Fees. Your initial Subscription Fee is the rate at which you were offered a subscription to access the Service, which is subject to change as provided herein and subject to applicable law. Subscription Fees on renewal are the applicable rates then in effect. Changes to subscription pricing will be communicated to you at least 30 days in advance. If you do not wish to continue with your subscription, you may terminate your account in accordance with the subscription terms and billing as outlined in section c). Your continued use of WealthCentral after any pricing change communication constitutes acceptance of the new price. Please note that Subscription Fees may change at any time, and we do not offer any price protection or refunds in the event of a price reduction or promotional offering.

 

Trial Periods. We may offer new subscribers a no obligation trial period (the “Trial Period”) during which they may cancel their subscription with no charge to their credit card if they are not satisfied with the Service. Unless your subscription offer provides otherwise, the maximum Trial Period shall be fifteen (15) days from the date of initial registration. If you do not wish to continue using WealthCentral after this time, please provide a written notification to support@wealthcentral.com . Please note that Trial Periods do not apply to renewal subscriptions nor to new subscriptions set up by persons who have used the Service within the last 12 months.Please note that Trial Periods do not apply to renewal  subscriptions nor to new subscriptions set up by persons who have used the Service within the last 12 months.

 

Auto-renewal. Your subscription will renew automatically at the end of your subscription term at the applicable rates then in effect unless you provide us with a cancellation notice prior to such renewal date (see “Cancellations and Refunds,” below). You hereby authorize us to (a) charge any credit or debit card you have on file for your renewal subscription fees or (b) if you have set up a bank draft with a financial institution, to initiate a withdrawal of funds against your account at the financial institution for such your renewal subscription fees. So as to help avoid any disruptions in your access to the Service, please keep your payment information up to date. If your credit or debit card information on record is invalid or expired, or your financial institution declines to process the bank draft, our support will use reasonable commercial efforts to contact you to request you update your payment information.

 

Cancellation and Refunds. Except during Trial Periods, and subject to any applicable cool-off period set under applicable law, we do not offer Subscription Fee refunds. If you are registering for the Service for the first time, you may cancel your subscription anytime during the applicable Trial Period and your credit card will not be charged. After the expiration of your Trial Period, if you wish to cancel your subscription, you will not be refunded for any unused time remaining on the term, regardless of whether the Service was used or not.

 

3.5. Suspended Accounts/Data. After your subscription term has ended and if no payment has been made for a renewal term, access to your account will be suspended. Unless we are required by law or contract to maintain your account data, we may purge your account data within six (6) months of the date that your account access was suspended and/or terminated in accordance with these Terms of Use. Purged data may be unrecoverable.

3.6. Taxes. Unless explicitly provided otherwise, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, goods and services, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your subscription, including Taxes assessed after you pay your Subscription Fee. If we have the legal obligation to pay or collect Taxes for which you are responsible hereunder, we will invoice you and you agree to pay such amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We shall be responsible for all taxes based upon our net income or on our property ownership.

3.7. Receiving Notices. By providing us with your e-mail address, you consent to receive any notices from us electronically, including marketing and promotional content, to that e-mail address. It is your responsibility to update or change your email address, as appropriate. Please note that our notices may be provided in the text of the e-mail or through a link to the appropriate page on our Site.

3.8. Electronic Signature and Acceptance. When you click on an “I agree,” “I consent” or other similarly worded “button” or entry field with your mouse, keystroke or other device, such action will constitute your agreement or consent and will be legally binding and enforceable and the legal equivalent of your handwritten signature.

 

4. LICENSE, OWNERSHIP AND PROPRIETARY RIGHTS

4.1. License. We grant you a non-perpetual, non-exclusive, non-sublicensable, non-transferable and limited license to access and use the Service, in accordance with your subscription terms and during the term of your subscription. This license is conditioned on your continued compliance with the Terms of Use.

4.2. Ownership and Proprietary Rights. You acknowledge and agree that we and our licensors retain all ownership rights related to the Service, including applicable proprietary rights and are protected by United States laws and international treaty provisions. “WealthCentral” is our trademark and “WealthCentral Solutions” is our registered trademark. Other product and company names that are mentioned on the Site or provided as part of the Service may be trademarks of their respective owners. WealthCentralThe content on the Site and Service, excluding all intellectual property of other sites obtained by way of linking, is owned by WealthCentral (or used by WealthCentral under license). This includes, without limitation, text; software; the look and feel of any interface, service and applications, such as color combinations, logos, button shapes, scripts, and graphics; photos; sounds; interactive features; and the trademarks, service marks and logos contained on the Site or Service(collectively referred to herein as the “Content”). As between the parties, the Content is owned by, or licensed to, WealthCentral, in each case subject to copyright and other intellectual property rights under applicable law. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the “Intellectual Property Rights”) shall, as between you and WealthCentral, at all times be and remain the sole and exclusive property of WealthCentral. All present and future rights in and title to the Service are reserved to WealthCentral for its exclusive use.

4.3. Feedback. Any feedback, suggestions, or improvements you provide regarding the Service shall become the exclusive property of WealthCentral, without compensation or further obligation to you.

4.4. Restriction on Content. The Content provided by us is provided to you “AS IS” for the purposes set forth in these Terms of Use, and may not be used, copied, reproduced, modified, re distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without our written consent. You also shall not reverse engineer, reverse compile, decompile, disassemble or otherwise create derivative works based on the Content. You shall not alter or remove any notice of Intellectual Property Rights which may appear on the user interface, or any data output generated as a result of your use of the Service.

4.5. Morningstar Notice. Portions of the mutual fund information contained on the Site were supplied by Morningstar, subject to the following: © 2014 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.

 

5. USAGE RULES AND RESTRICTIONS 

5.1. The following are the rules applying to your use of the Service (the “Usage Rules”). We may, without prior notice and without limiting our other remedies, deny you access to any and all parts of the Site and/or the Service and suspend or terminate your account if, in our sole discretion, we find you to be in violation of the Usage Rules.

5.2. Unlawful Purposes. You will not use the Service for any purpose that is unlawful or prohibited by these Terms of Use. 

5.3. Password and Account Protection. You are responsible for maintaining the confidentiality of your password which, together with your User ID and registered e-mail address, allows you to access the Services. You agree that you will not disclose your password to any third party and that you are responsible for any activities or actions in your WealthCentral account, whether or not you have authorized those actions. You shall immediately notify us of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information, or if your registered e-mail account has been compromised.

5.4. Prohibited Usage. You must not use the Service in a manner that interferes with or disrupts its operation, prevents others from using it, or compromises its security and integrity. This includes actions such as spamming, introducing malicious code (e.g., viruses, worms, or malware), overloading network capacity, or otherwise engaging in activities that could damage the Service or related systems. You are prohibited from attempting to access, copy, or use Content or data not intended for you, gaining unauthorized access to the Service, or engaging in fraudulent or deceptive behavior such as impersonation, creating false accounts, or providing misleading information. You may not harvest, scrape, or collect information about other users or their clients, solicit unauthorized personal information, or misappropriate intellectual property from the Service. Additionally, actions that involve harassment, defamation, or infringement of others' rights, or using the Service to solicit others to competing platforms, are strictly prohibited. 

5.5. Violation of these rules may result in immediate suspension or termination of your account and legal action as deemed appropriate.

 

6. PRIVACY, SECURITY, CLIENT INFORMATION AND CONFIDENTIALITY

6.1. Data Processing and Privacy. WealthCentral collects, maintains, and processes information in accordance with our Privacy Policy (https://help.wealthcentral.com/legal/privacy-policy), which forms an integral part of this Terms of Use. By using the Service, you acknowledge and agree to our data practices as outlined therein.

6.2. Ownership and Responsibility for Client Data. All data relating to your clients (“Client Data”) is owned by you or the respective Master Account Holder. You are solely responsible for ensuring the lawfulness of the Client Data you provide or process through the Service, including obtaining all necessary consents, disclosures, or authorizations required under applicable laws.

6.3. Third-Party Data Access. At your direction, WealthCentral may access Client Data maintained by third-party service providers to enhance the functionality of the Service. By providing login credentials or related information, you represent and warrant you have any required consent or permissions and expressly authorize us to act as your agent to retrieve and process such data on your behalf. We are not responsible for the accuracy, completeness, or lawfulness of any third party Client Data you direct us to access.

6.4. External Partner Access. You may authorize external partners or third-party service providers (“Authorized External Partners ”) to access and process Client Data directly on WealthCentral’s Nexus platform. By granting such authorization, you acknowledge and agree that:

6.4.1.You are solely responsible for ensuring that the Authorized External Partners comply with all applicable laws, regulations, and agreements, including but not limited to obtaining all necessary consents or disclosures from your clients.

6.4.2.WealthCentral shall not be liable for the actions, omissions, or data practices of any Authorized External Partner, including unauthorized access, misuse, or any breaches of Client Data caused by such parties.

6.4.3.You agree to indemnify and hold WealthCentral harmless from any claims, damages, or liabilities arising out of or in connection with the access, use, or processing of Client Data by Authorized External Partners.

WealthCentral reserves the right to restrict or revoke access granted to any Authorized External Partner if we determine, in our sole discretion, that such access poses a security, legal, or operational risk.

6.5. Data Security. WealthCentral implements security measures in line with industry standards to safeguard data. However, no system can guarantee absolute security. By using the Service, you acknowledge and accept the inherent risks of transmitting and storing data electronically.

6.6. Usage Data and De-Identified Data. WealthCentral may collect and use aggregated usage data and de-identified information derived from your use of the Service. This data, which does not identify you or your clients, is utilized to analyze trends, improve our offerings, and develop new features. By using the Service, you consent to our use of such data for these purposes, provided it is handled in compliance with applicable laws and our Privacy Policy.

6.7. Data Back-Up. We back up and retain all data entered into the Service in accordance with procedures that we have determined to be commercially reasonable. Notwithstanding our data back-up and retention procedures, we are not responsible for backing up your data, account information, Client Information or other type of data attributed to your use of the Service. YOU EXPRESSLY AGREE TO ASSUME THE SOLE RISK OF BACKING UP ALL ACCOUNT INFORMATION AND CLIENT INFORMATION WHEN USING THE SERVICE AND EXPRESSLY AGREE THAT WE WILL HAVE NO LIABILITY WITH RESPECT TO LOST INFORMATION INCLUDING ANY CLIENT DATA. 

6.8. Confidentiality. Both parties agree to maintain the confidentiality of any non-public, proprietary, or sensitive information disclosed in connection with the Service ("Confidential Information"). WealthCentral will use commercially reasonable measures to protect the confidentiality of your Confidential Information, including Client Data. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed without use of or reference to the disclosing party’s Confidential Information; or (iv) is lawfully obtained from a third party without restriction on disclosure. Confidential Information may only be disclosed as required by law, regulation, or court order, provided that the disclosing party is notified (where legally permissible) and given a reasonable opportunity to seek a protective order or other appropriate remedy.

 

7. THIRD-PARTY INTEGRATIONS, LINKS, AND ADVERTISING

7.1. The Service may include integrations with third-party services, links to external websites, or advertisements for products and services that are not owned, operated, or controlled by WealthCentral. These third-party services and websites are provided for your convenience and may have their own terms, policies, and practices. WealthCentral does not endorse or assume responsibility for the content, privacy practices, availability, or accuracy of any third-party services or websites. You are encouraged to review the applicable policies and terms before engaging with such services, sharing data, or using their applications.

7.2. All third-party integrations and links are provided on an "AS IS" and "AS AVAILABLE" basis, and you expressly relieve WealthCentral of any liability arising from your use of such third-party services or websites. Your interactions with these third parties are solely at your own risk.

 

8. REPRESENTATIONS AND WARRANTIES

8.1. By accessing or using the Service You represent and warrant that:

I. You are an authorized to use the Service for providing related services to your clients per the applicable laws if your jurisdiction.

II. You have the authority to disclose and process Client Information through the Service and will ensure that such use complies with all applicable laws, regulations, and Client consents.

III. You will safeguard confidential, protected, non-public personal information which is received, transmitted, managed, and/or processed via the Service.

IV. You will respect and protect our proprietary rights and those of third parties, refraining from infringing any copyright, trademark, or other proprietary rights through your use of the Service.

V. Any information or results generated through the Service will be represented accurately, and you will use the Service in compliance with applicable laws and standards.

VI. You will comply with all applicable export control laws and regulations, including the Export Administration Act and related U.S. regulations, and will not export or use the Service in prohibited jurisdictions or for prohibited purposes.

8.2. You will immediately notify us if there is any change which invalidates any of the representations or warranties you have given in these terms.

 

9. DISCLAIMER OF WARRANTIES

9.1. The Service is provided on an “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS” basis. WealthCentral (in this section, collectively with its licensors and suppliers) makes no warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, reliability, or non-infringement. WealthCentral does not guarantee that the Service will be error-free, uninterrupted, virus-free, or that defects will be corrected. In addition, any security mechanisms implemented by the Service have inherent limitations, and by using the Service you acknowledge and warrant that the Service sufficiently meets your requirements. You assume all risks associated with your use of the Service, including reliance on its content and functionality.

9.2. THE SERVICE IS INTENDED STRICTLY AS A TOOL TO ASSIST YOU IN DEVELOPING NEW CLIENT RELATIONSHIPS BY SIMULATING AND PROJECTING BASED ON LIMITED INPUTS, THE POTENTIAL LONG-TERM BENEFITS OF VARIOUS ASSET ALLOCATION APPROACHES. WE DO NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE TO YOU OR ANY OF YOUR CLIENTS OR POTENTIAL CLIENTS. YOUR USE OF THE SERVICE IS STRICTLY FOR THE PURPOSES SET FORTH IN THIS PARAGRAPH, AND YOU ARE NOT AUTHORIZED TO USE TO TOOL TO PROVIDE INVESTMENT OR FINANCIAL ADVICE. YOU ACKNOWLEDGE THAT YOU WILL OBTAIN COMPLETE FINANCIAL INFORMATION, INCLUDING DETAIL OF THE CLIENT’S ACTUAL INVESTMENT HOLDINGS, IN DEVELOPING ANY FINANCIAL OR INVESTMENT ADVICE THAT YOU MAY BE ENGAGED TO RENDER. WEALTHCENTRAL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR ATTAINABILITY OF ANY OF THE OUTCOMES GENERATED BY YOUR USE OF THE SERVICE.

9.3. YOU BEAR FULL RESPONSIBILITY FOR ADVICE AND SERVICES FURNISHED TO YOUR CLIENTS, REGARDLESS OF WHETHER YOU EMPLOYED THE SERVICE IN CONNECTION WITH YOUR BECOMING ENGAGED BY THE CLIENT. IN PROVIDING THE SERVICE, WEALTHCENTRAL ASSUMES NO RESPONSIBILITY FOR ANY OF YOUR ACTS OR OMISSIONS IN CONNECTION WITH YOUR SEEKING TO ESTABLISH A RELATIONSHIP WITH ANY POTENTIAL CLIENT, YOUR PROVISION OF FINANCIAL OR INVESTMENT ADVICE TO THE CLIENT, OR ANY OTHER MATTER DIRECTLY IN CONNECTION OR INCIDENTAL THEREWITH.

9.4. This disclaimer of warranty constitutes an essential part of these Terms of Use. NO USE OF THE SERVICE IS AUTHORIZED UNLESS YOU ACCEPT THIS DISCLAIMER OF WARRANTY.

 

10. WAIVER, RELEASE AND LIMITATION OF LIABILITY

10.1. YOU AGREE THAT WEALTHCENTRAL, ITS AFFILIATES AND PARENT COMPANIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, INFORMATION PROVIDERS, PARTNERS (INCLUDING, WITHOUT LIMITATION, RESELLERS, INTERNET PORTAL PROVIDERS AND FINANCIAL INSTITUTIONS THROUGH WHOM YOU MAY HAVE BEEN INTRODUCED OR PROVIDED ACCESS TO THE SERVICE, CONTENT OR REPORTS) AND SUPPLIERS (COLLECTIVELY, THE “WEALTHCENTRAL GROUP”) SHALL HAVE NO LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SERVICE. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE WEALTHCENTRAL GROUP (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF ANY OF THE WEALTHCENTRAL GROUP) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SERVICE.

10.2. NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF THE WEALTHCENTRAL GROUP, IF ANY, FOR LOSSES OR DAMAGES SUSTAINED BY YOU SHALL NOT EXCEED THE LESSER OF: (A) THE AGGREGATE OF SUBSCRIPTION FEES PAID BY YOU OR ON YOUR BEHALF FOR THE CALENDAR YEAR IMMEDIATELY PRECEDING THE DATE WHEN LIABILITY AROSE; OR (B) ONE HUNDRED DOLLARS ($100.00) (USD). IN NO EVENT SHALL THE WEALTHCENTRAL GROUP BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM ANY USE OF THIS SITE, THE SERVICE OR THE CONTENT (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3. The availability of the Service depends on many factors, including your connection to the Internet, the availability of the Internet and the Internet backbone and equipment that, by its nature, is not fault tolerant. WealthCentral shall not be responsible for your inability to access the Service, or data or output errors (1) caused by factors outside of WealthCentral’s reasonable control; (2) that resulted from your or any third party’s actions or inaction; (3) that resulted from your equipment and/or third party equipment not within WealthCentral’s sole control; or (4) connections to the internet which are not within WealthCentral’s sole control.

10.4. THE SERVICE DOES NOT PROVIDE FINANCIAL OR INVESTMENT ADVICE,NOR IS IT INTENDED TO BE UTILIZED IN CONNECTION WITH YOUR PROVISION OF FINANCIAL OR INVESTMENT ADVICE TO ANY PERSON. PROJECTIONS OF THE POTENTIAL IMPACT OF CERTAIN ASSET ALLOCATION ALTERNATIVES ARE TO BE UTILIZED BY YOU SOLELY IN CONNECTION WITH THE DEVELOPMENT OF NEW BUSINESS OPPORTUNITIES AND SHOULD NOT BE REGARDED AS A PREDICTION OR GUARANTEE OF ANY FUTURE RESULTS.

10.5. The projected returns, standard deviations, and correlations included in the Service are based on a combination of the historical performance of an appropriate broad market index, as well as user-defined portfolio model allocations. All capital market related assumptions and predictions made accessible by the Service, including without limitation returns, standard deviations, and correlation, are provided “AS IS,” and as a convenience to you. Certain other assumptions, such as tax rates and inflation rates may also have default values as a convenience to you. Such research, assumptions, and conditions might or might not occur in the future. WealthCentral neither warrants nor guarantees any of the research, assumptions, or conditions; nor does WealthCentral warrant or guarantee their usefulness, and the use of any projected data is at your own risk. You bear all responsibility for the results generated through the use of such data. WealthCentral shall not have any liability of any kind whatsoever to you, or to any party, because of your use of such data.

10.6. Certain jurisdictions may not allow the exclusion of certain warranties or limitations on liability, so some of the above exclusions or limitations may not apply to you. In such cases, WealthCentral Group’s liability shall be limited to the maximum extent permitted by law.

 

11. INDEMNIFICATION

You agree, at your own expense, to indemnify, defend and hold harmless the WealthCentral Group from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with the Service, or any links on the Service, including, but not limited to: (1) use of the Service or violation of these terms by You or anyone using your computer (or account, where applicable); (2) a claim that any use of the Service (a) infringes any intellectual property right of any third party, (b) violates any right of privacy or publicity, or (c) engages in activity that is libelous or defamatory, or otherwise results in injury or damage to any third party; (3) any misrepresentation or breach of representation, covenant or warranty made by you contained herein; or (4) any claim by your Clients for losses directly caused by you and your use of the Service. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense. You acknowledge and agree to pay reasonable attorneys’ fees incurred by us in connection with any and all lawsuits brought against you by the WealthCentral Group under this Terms of Use and Terms of Use, including without limitation, lawsuits arising from your failure to indemnify us pursuant to this Terms of Use.

 

12. TERMINATION

12.1. Termination by Us. We may change or discontinue the Service or the Site at any time without prior notice. You agree that, without notice, we may terminate these Terms of Use or suspend your access to the Service, with or without cause at any time and effective immediately. We may terminate your account and access to the Service and Site immediately without notice from us if you, in our sole discretion, fail to comply with any provision of these terms.

12.2. Termination by You. You may terminate your subscription at any time, by using the relevant interface through the Customer Portal or by contacting us via support@wealthcentral.com. Such termination shall take effect upon our acknowledgment that we received of your termination notice. Notwithstanding any such termination, you shall not be entitled to any refund of your subscription fees except pursuant to the “Cancellations and Refunds” provisions above.

12.3. Effect of Termination. Upon termination of your subscription by you or WealthCentral, you will immediately cease access to the Service and destroy promptly all materials obtained from the Service and any copies thereof. WealthCentral shall not be liable to you or any third party for the termination or suspension of the Service, or any claims related to the termination or suspension of the Service.

12.4. Survival. The provisions of this Terms of Use that by their nature or context are intended to survive termination, including but not limited to disclaimers, limitations of liability, indemnification, proprietary rights, and governing law, shall survive the termination or expiration of this Terms of Use.

 

13. MISCELLANEOUS

13.1. Entire Agreement. This Terms of Use (including the Terms of Use) constitutes the entire agreement between us with respect to your use of the Service and/or the Site and supersedes all representations, agreements and other communications regarding your rights to use the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.

13.2. Severability. If any provision of this Terms of Use is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect as nearly as possible our original intent, and the remaining portions shall remain in full force and effect. WealthCentral also reserves the right, in its sole option, to terminate this Terms of Use if any provision of this Terms of Use is found by a court of competent jurisdiction to be invalid, illegal or unenforceable.

13.3. Governing Law; Jurisdiction. This Terms of Use will be governed solely by the internal laws of the State of Delaware without reference to its principles of conflicts of law. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Terms of Use. You expressly agree that exclusive jurisdiction for any claim or dispute with us or relating in any way to your use of the Service or the Site shall be in the state federal courts in within the U.S. federal Eastern District of Virginia, Alexandria division (and the courts of appeal thereof), and expressly consent to the personal jurisdiction of such courts.

13.4. Waiver of Jury Trial. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE OR THE SITE.

13.5. Relationship of the Parties. You and we are independent contractors, and this Terms of Use does not create any joint venture, employment, agency or partnership relationship.

13.6. Notices. We may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site, or by written communication delivered by first class U. S. mail to your address on record in your account information, if any. Such notices shall become effective immediately. You may give notice to us at any time by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address: WealthCentral, LLC 350 Lincoln Rd, Second Floor, Miami Beach, FL 33139

13.7. Commercial Software Notice. The Service and its related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, to the extent any Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.

13.8. Assignment. You may not assign this Agreement without our consent. We may assign our rights under this Agreement, in whole or in part, to any person without notice to you.

13.9. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

13.10. Force Majeure. Neither party shall be held responsible for delays or failure in performance resulting from events beyond their reasonable control, including acts of God, war, strikes, pandemics, governmental restrictions, or failures in telecommunications or internet services.