Terms of Service

Terms of Service

We provide a platform where professionals and companies connect and collaborate through Digital Advisory Boards being built and managed on AdvisoryCloud by corporate clients.

For professionals, we offer membership options that allow you to join the advisory boards being built and managed on AdvisoryCloud, add board work to your resume, and experience the value and new opportunities that can come from participating on an advisory board. Membership options for advisors also include a digital advisor profile, a custom url on AdvisoryCloud.com, listing of your profile in our directory of available advisors, and tools to market yourself as an advisor and potentially receive inquiries for hourly and project-based opportunities at your determined hourly rate.

For companies and teams within companies, we provide SaaS options that allow you to easily assemble, manage, and get insights from a diverse or targeted group of advisors through our Digital Advisory Boards. Digital Advisory Boards are composed of professionals from our network of advisors on AdvisoryCloud and allow you to post questions, updates, and engage in discussions with the members of your advisory board from a simple interface.

Our goal is to make it possible for every professional to join an advisory board and simplify the process of building, managing, and using an advisory board for companies and teams through technology.

Acceptance of Terms of Service

These Terms of Service (these “Terms of Service”) are a legally binding contract between you and AdvisoryCloud Inc. (“AdvisoryCloud,” “we,” “us,” or “our”) and govern your access to and use of the website located at http://www.advisorycloud.com (the “Website”) and other services provided by AdvisoryCloud (collectively, the "Services").

These terms provide important information, including our limitation of liability, your waiver of any right to participate in a class action, and your agreement to resolve any disputes between you and AdvisoryCloud by binding individual arbitration. By using the Services, you agree to be bound by these Terms.

It is important that you read these Terms of Service carefully before using the Services. By accessing the Services and/or by clicking a box that states that you accept or agree to these Terms of Service, you signify your understanding of, and agreement with, these Terms of Service. If you do not agree to and accept these Terms of Service, you do not have permission to access the Services and you should stop using the Services immediately.

Additional Policies

When using particular services, such as specific sections of the AdvisoryCloud Platform (as defined below), you are subject to any guidelines, rules and/or additional terms and conditions applicable to such services that may be posted on the Services from time to time. All such guidelines, rules, and/or additional terms and conditions are hereby incorporated by reference into these Terms of Service. To the extent of any inconsistency between any provision of these Terms of Service and any other guidelines, rules and/or additional terms and conditions posted on the Services from time to time, the provision(s) of these Terms of Service shall control.

Changes to these Terms of Service

We may revise and update these Terms of Service from time to time at our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the Governing Law and Jurisdiction and Dispute Resolution sections below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted through the Services.

Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Access to the Services

If you wish to access and participate in AdvisoryCloud online platform (“AdvisoryCloud Platform”), you must become either a registered executive member (an “Advisor”) or registered company member (a “Company Member”). You must be at least 18 years old to use the Services. As a condition of your use of AdvisoryCloud Platform, you agree to provide true, accurate, current and complete information about yourself and to keep such information up to date and current at all times. If you are registering as a Company Member on behalf of a company, organization or other entity (a "Business"), you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms of Service on behalf of such Business, to bind such Business to these Terms of Service, and that you agree to these Terms of Service on behalf of the Business. You are responsible for ensuring that all persons who access the Services through your internet connection are aware of and comply fully with these Terms of Service.

We reserve the right to add other services, activities and features to the Services from time to time which are only available to members.

Advisor Membership and Fees

With respect to all Advisors:

Upon completion of the registration process, each Advisor accepts membership in the AdvisoryCloud Platform. For access to AdvisoryCloud Platform as an Advisor, you agree to pay a non-refundable membership fee (including applicable taxes), which will be billed on a regular basis at the current membership rate (the “Advisor Membership Fee”), until such time as you cancel your membership. The Advisor Membership Fee is separate from, and additional to, your initial set-up fee, if applicable, both of which are non-refundable. The date on which your membership renews is referred to as your "Membership Renewal Date". You can obtain a copy of your invoice for the Advisor Membership Fee by contacting us by e-mail at [email protected].

By registering as an Advisor, you agree that we may start your subscription immediately upon our acceptance of your registration.

Cancellation Policies:

With Respect to Free-Trial Subscriptions

Your 14-day free trial will begin at the time of registration and your paid subscription will end on the 14th day, based on the specific time you sign up. The specific time of your first payment will be sent in the receipt you receive immediately upon registration or you can view when your first payment will occur from your Account Settings at any time, after registering for your free trial. You can cancel at any time directly from your Account Settings upon logging into your account at app.advisorycloud.com/account or by e-mailing [email protected]. If you do not request to cancel during your free-trial period, you agree that we may start your subscription immediately upon the end of your free-trial period.

Paid Subscriptions

Once your subscription has started, you can cancel your membership at any time by visiting your Account Settings after logging into your account at app.advisorycloud.com/account or by e-mailing [email protected] before your next Membership Renewal Date.

All Subscriptions

When your subscription is cancelled, your account will stay active with full access until the end of the fully paid billing cycle. It will not renew upon the next cycle date. If you have any questions or concerns with the cancellation policy or process please contact us at app.advisorycloud.com/account or by e-mailing [email protected]

Joining Digital Advisory Boards

Barring any conflicts of interest identified by AdvisoryCloud or the company owner of the advisory board, Advisors are guaranteed the ability to join and participate on a number of non-compensated advisory boards that are being built and managed on the AdvisoryCloud Platform at any given time in their membership ("Digital Advisory Boards"). The number of Digital Advisory Boards you can join is defined by your current membership level. You understand that companies operating their Digital Advisory Board on the AdvisoryCloud Platform have the right to close their Digital Advisory Board at any time, at which point you will have the opportunity to join another Digital Advisory Board available on our platform in line with this guarantee.

Accepting Advisory Engagements

The AdvisoryCloud Platform allows Advisors to accept engagements for meetings or projects at a rate set by the Advisor from time to time. Advisors also have the ability to accept engagements on an annual basis or other custom arrangements. For Advisors that complete any per meeting engagements, AdvisoryCloud will remit payment to the Advisor within thirty (30) days of the completed meeting date. In order to receive payment, the Advisor must have provided AdvisoryCloud with a current W-9.

NO GUARANTEE OF PAID WORK

While the Services provide a platform to pursue advisory opportunities, AdvisoryCloud makes no guarantee, express or implied, that you will be able to secure a paid advisory board position through the Services or as to the ultimate success of any engagement that you enter into as a result of your use of the Services.

Company Membership and Fees

With respect to Company Members only:

Upon completion of the registration process, each Company Member accepts membership in the AdvisoryCloud Platform. For access to the AdvisoryCloud Platform as a Company Member, you agree to pay the applicable fees (including applicable taxes) specific to the level of Services that you select at the time you register. Your membership will automatically continue until such time as you request that your membership be terminated. By entering your email address at registration, you represent to us that you are authorized to represent your company on the Services and agree that we may start your membership immediately.

Additionally, you agree that AdvisoryCloud is authorized to post advisor and advisory board opportunities on AdvisoryCloud Platform on your behalf, based on the information you provide during the registration process. Any affiliated company information will be listed based on your email address domain name.

Engaging Advisors

In the event that you engage an Advisor through AdvisoryCloud Platform for meetings or projects, you agree to pay the per meeting rate displayed when selecting the Advisor, plus all applicable taxes, charges and fees, including a per meeting administrative fee at then-current rates. AdvisoryCloud will periodically charge you using your payment information for per meeting engagements. All amounts paid are non-refundable. Late payments may be subject to late fees established by AdvisoryCloud from time to time.

Hiring Advisors

In addition to engaging advisors for meetings or projects, AdvisoryCloud Platform allows you to hire Advisors for any non per meeting engagement (a “Custom Advisor Agreement”). Compensation for Custom Advisor Agreements are determined by you and the Advisor. For a period of twelve (12) months after you identify an advisor through AdvisoryCloud Platform, regardless of whether the Custom Advisor Agreement is finalized through AdvisoryCloud Platform, you agree to pay to AdvisoryCloud an administrative fee at the then-current rates, either in a single payment or over a selected payment schedule, at the time the Custom Advisor Agreement is finalized. Late payments may be subject to late fees established by AdvisoryCloud from time to time. Failure to report the hiring of an Advisor to AdvisoryCloud which would give rise to a commission payment may result in the termination of your access to AdvisoryCloud Platform.

COMPANY MEMBERS – NO GUARANTEE OF SUCCESS

While the Services provide a platform for you to search for and hire advisors, AdvisoryCloud makes no guarantee, express or implied, that you will be able to secure advisors through the Services or as to the ultimate success of any engagement that you enter into as a result of your use of the Services.

Use and Protection of User Name and Password

In connection with your membership, you will select a user name and password. We authorize you to access and use AdvisoryCloud Platform, subject to these Terms of Service.

You are responsible for maintaining the confidentiality of your user name and password. You agree to notify us immediately by contacting us at the address below as soon as you become aware of any breach of the confidentiality of your user name or password, or any breach of security through your account.

Use of Payment Information

If you provide credit or debit card information, we use this information as described in our Privacy Policy. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party payment processors.

By providing credit or debit card information, you represent, warrant and covenant that: (i) you are legally authorized to provide such information, (ii) you are legally authorized to initiate payments from the credit or debit card account(s), and (iii) such action does not violate the terms and conditions applicable to your use of such credit or debit card account(s) or applicable law.

Privacy Policy

We are firmly committed to safeguarding the privacy of all visitors to the Website and all users of the Services. Please see our Privacy Policy which is hereby incorporated by reference into these Terms of Service. A copy of our Privacy Policy is available on the Website at https://www.advisorycloud.com/privacy-policy

Use of Content

You are permitted to view, download, and print content from the Services subject strictly to the following conditions: (i) the content may be used solely for information purposes and for your own personal non-commercial private use, (ii) the content may not be modified, adapted or altered in any way; and (iii) you do not acquire any ownership rights to any content on the Services.

The rights granted to you constitute a limited license and not a transfer of title. You may not copy, store in any medium (including, without limitation, on any other website), modify, adapt, publish, distribute by any means (including, without limitation, via any peer-to-peer network), prepare derivative works from, broadcast, communicate to the public or transmit any part of the Services or any of the contents contained in the Services or otherwise use the content for any other purpose other than as expressly permitted herein.

Elements of the Services are protected by trade dress and other laws and may not be copied or imitated in whole or in part. You agree not to use any means to circumvent log in, password, and other protections that we put in place to restrict access to certain parts of the Services. Any other use requires our prior written permission. Any rights not expressly granted in these Terms of Service are reserved wholly and exclusively to us.

Any unauthorized use terminates the permission or license granted by us and shall constitute a clear and material breach by you of these Terms of Service.

The Services can be accessed from countries around the world and may contain references to our content and services that may not be available in your country. These references do not imply that we intend to provide such content or services in your country. If applicable law prohibits such use, you are not authorized to use the Services. These Terms of Service are void where prohibited by law, and the right to access and use the Services, AdvisoryCloud Platform, content and services is revoked in such jurisdictions.

Advisor Contributions and Content

The Services allow you to post content, including your name, biographical information, photos, and other materials. In addition, the Services allow members of Digital Advisory Boards to communicate with each other in various ways, including messaging and other interactive features ("Interactive Services"). Anything that you post or otherwise make available on the Services is referred to as "User Content." We share your User Content in multiple ways, such as through your public profile and in email communications. By choosing to provide User Content, you acknowledge and agree that such User Content may be viewed by the general public and will not be treated as private, proprietary, or confidential. If you would like to opt-out of the public profile feature of the Services, you must contact us at [email protected]. You retain all rights in, and are solely responsible for, the User Content you post to the Service.

If you submit any User Content, you grant to us a worldwide, perpetual, royalty-free, non-exclusive, sub-licensable and transferable right and license to use, reproduce, modify, copy, perform, distribute and/or to incorporate such User Content on the Services, in print or other media. Further, by submitting any User Content, you represent, warrant and undertake that such User Content: (i) is your own original work, or submitted with the express permission of the owner, or is in the public domain, and that you have the right to make it available to us for all the purposes specified above; (ii) is not defamatory; and (iii) does not infringe any law or the intellectual property rights or other proprietary rights of any third party. You acknowledge and agree that to the extent that any User Content you submit to the Services is original work not previously published on any other website or otherwise (an “Original Work”) that you assign all of your right, title and interest in and to such Original Work to AdvisoryCloud.

We reserve the right to suspend or to terminate your access to the whole or any part of the Services without notice if, in our opinion, any User Content you submit to the Services infringes the intellectual property rights of any third party or otherwise does not comply with any provision of these Terms of Service, or in any way we determine is harmful to us.

Advisor Conduct

AdvisoryCloud provides the Services and AdvisoryCloud Platform in order to promote economic opportunity for our advisors by enabling executives and companies to meet, exchange ideas, learn and share opportunities. The following conduct standards apply to any and all User Contributions and use of Interactive Services. In order to preserve the reputation of AdvisoryCloud and enable us to continue to offer the Services and AdvisoryCloud Platform, you agree to:

• Use the Services only in compliance with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
• Use your real name when interacting with other guests or members on the Services or on AdvisoryCloud Platform; and
• Use the Services the AdvisoryCloud Platform in a professional manner; and

You agree that you will not:

• Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content;
• • Add content that is not intended for, or is inaccurate for, a designated field (e.g. submitting a telephone number in the “title” field);
• Use an image that is not your likeness or a head-shot for your profile;
• Create a false identity on AdvisoryCloud Platform;
• Misrepresent your current or previous positions and qualifications;
• Misrepresent your affiliations with a person or entity, past or present;
• Misrepresent your identity, including, but not limited to, the use of a pseudonym;
• Create an Advisor profile for anyone other than yourself;
• Use or attempt to use another Advisor’s account;
• Harass, abuse or harm another person;
• Send spam or other unwelcomed communications to others;
• Scrape or copy profiles and information of others through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);
• Act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner;
• Make any statement, or induce any third party to make any such statement that in any way reflects adversely upon the business or reputation of AdvisoryCloud;
• Disclose information that you do not have the right to disclose (such as the confidential information of others, including your employer);
• Violate the intellectual property rights of others, including patents, trademarks, trade secrets, copyrights, or other proprietary rights;
• Post any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of unauthorized solicitation;
• Send messages from the AdvisoryCloud Platform to distribution lists, newsgroup aliases, or group aliases;
• Post anything that contains software viruses, worms, or any other harmful code;
• Manipulate identifiers in order to disguise the origin of any message or post transmitted through AdvisoryCloud Platform;
• Create or operate a pyramid scheme or engage in fraud or other similar practices;
• Copy or use the information, content or data of others available on AdvisoryCloud Platform;
• Copy or use the information, content or data on AdvisoryCloud Platform to solicit or recruit members in connection with a competitive service, organization or group (as determined by AdvisoryCloud);
• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services, AdvisoryCloud Platform or any related technology, or any part thereof;
• Imply or state that you are affiliated with or endorsed by AdvisoryCloud without our express consent;
• Rent, lease, loan, trade, sell/re-sell access to AdvisoryCloud Platform or related any information or data;
• Sell, sponsor, or otherwise monetize any other feature of the Services or AdvisoryCloud Platform, without our written consent;
• Remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
• Collect, use, copy, or transfer any information obtained from AdvisoryCloud without our written consent;
• Share or disclose information of others without their express consent;
• Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” the Services, AdvisoryCloud Platform or any related data or information;
• Use bots or other automated methods to access and interact with the Services or AdvisoryCloud Platform;
• Monitor the Services'' availability, performance or functionality for any competitive purpose;
• Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services or AdvisoryCloud Platform;
• Access the Services or AdvisoryCloud Platform except through the interfaces expressly provided by AdvisoryCloud;
• Override any security feature of the Services; and/or
• Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms).
• These conduct obligations apply during and after the term of your membership. If you breach your conduct obligations, AdvisoryCloud may pursue any and all available remedies as described under “Remedies” below. We will fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone suspected to have acted or to have attempted to act in breach of these Terms of Service.

Links

Links to third party websites on the Services are provided solely as a convenience to you. We have not necessarily reviewed all of these third party websites and pages and we do not control and are not responsible for the accuracy or availability of information, content or services provided by them. We therefore do not endorse or make any representations about them, or any content found on them, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions that may be applicable to such websites.

Links from third party websites to the Services may be created through plain-text links only (i.e. no logos) and provided they do not create an association with a third party brand, product or service. For other types of links to the Services, you must obtain our express written permission. We reserve the right to deny or rescind permission to link to the Services, and to require termination of any link to the Services, for any reason in our sole and absolute discretion.

Intellectual Property

All intellectual property and other proprietary rights, including (without limitation) copyright, trademarks and database rights, in the Services and its contents are owned by or licensed to us, or otherwise used by us as permitted by applicable law. Logos and designs are our registered trademarks in territories around the world.

The use or misuse of these trademarks or any content, except as expressly permitted herein, and including without limitation use as a domain name or as part of a domain name, is expressly prohibited and nothing stated or implied on the Services confers on you any license or right under any patent, copyright work, trade mark, design or other right of a similar nature of ours or any third party.

Nothing stated or implied in the Services is designed to grant any license or right under any copyright or other intellectual property rights of ours or any third party or to use any names, logos, pictures, trademarks or other works or content featured on the Services. No act of downloading or otherwise copying or reproducing from the Services will transfer title to you to any software or content on the Services, unless express statements are communicated to you by us to the contrary.

Notice of Copyright Infringement

We may, in appropriate circumstances and at our sole discretion, terminate the accounts of users involved in disputes regarding intellectual property rights and remove or disable access of such user to the Services. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Services, you must provide our Copyright Agent with a written notice (“Notice”) containing the following elements: (a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner that is alleged to have been infringed; (b) a description of the copyrighted work(s) that you claim have been infringed including the date the work(s) was created, the name of the author(s), the title of the work(s), and whether the work(s) has been registered with the United States Copyright Office. If the work(s) has been registered with the United States Copyright Office, also provide a copy of the Copyright Registration; (c) a description of the activity or the content on our Services claimed to infringe the copyright including where the content is located on the our Services; (d) information sufficient to permit us to contact you, such as your physical address, telephone number, email address, and facsimile number; (e) a statement by you that you have a good faith belief that the use of the content identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law, and infringes upon the copyright identified; and (f) a statement by you under penalty of perjury, that the information in your Notice is accurate and, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Notice of claims of copyright infringement should be sent to:

AdvisoryCloud, Inc.
Corporate Headquarters
369-B Third Street, #301, San Rafael, CA 94901
E-mail: [email protected]
Attn: Copyright Agent

Security

The security of Internet traffic is uncertain and so, if you communicate with us by e-mail, you accept the risks of such uncertainty and the possible lack of security and threat to confidentiality which may result from any such communication.

Disclaimers

INFORMATION ON THE SERVICES MAY BE OR BECOME OUT OF DATE FROM TIME TO TIME AND WE ARE UNDER NO OBLIGATION TO UPDATE IT. NO REPRESENTATION OR GUARANTEE (INCLUDING LIABILITY TOWARDS THIRD PARTIES), EXPRESSED OR IMPLIED, IS MADE AS TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY SERVICES CONTENT. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF EXTERNAL INTERNET WEBSITES.

IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DOCUMENTS, DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE ON THE SERVICES HAVE NOT BEEN PREPARED WITH YOUR SPECIFIC CIRCUMSTANCES IN MIND, MAY NOT BE SUITABLE FOR USE IN YOUR BUSINESS, AND ARE NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.

YOUR USE OF THE SERVICES, OR OTHER CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, IS AT YOUR OWN DISCRETION AND SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE WITH WHICH YOU ACCESS THE SERVICES AS WELL AS FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT. WE MAKE NO WARRANTY OR REPRESENTATION THAT THE SERVICES OR ANY FUNCTIONS, SERVICES AND FACILITIES CONTAINED OR PROVIDED ON THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, BUGS, SPYWARE OR SIMILAR FLAWS.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS AND OTHER TERMS OF ANY KIND (WHETHER EXPRESS OR IMPLIED), INCLUDING (BUT NOT LIMITED TO) ANY IMPLIED TERM OF ACCURACY, COMPATIBILITY, SECURITY, MERCHANTABILITY, SATISFACTORY QUALITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY TERM AS TO NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT CANNOT BY LAW BE EXCLUDED ARE LIMITED TO SIXTY (60) DAYS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE IN ANY WAY LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING (WITHOUT LIMITATION) DAMAGES FOR LOSS OF PROFITS, CONNECTIVITY, OPPORTUNITIES, REPUTATION, EMPLOYMENT, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER ARISING IN ANY WAY OUT OF, FROM, OR IN CONNECTION WITH, THE USE OF OR INABILITY TO USE THE SERVICES OR ANY INFORMATION, DATA OR CONTENT CONTAINED ON OR OBTAINED FROM THE SERVICES, OR OF ANY WEBSITE OR SERVICES REFERENCED OR LINKED TO FROM THE SERVICES, WHETHER ARISING IN AN ACTION IN CONTRACT, NEGLIGENCE, OTHER TORT ACTION, OR ON ANY THEORY OF LIABILITY AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGOTIATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

Indemnity

As a condition of your access to and use of the Services, you hereby expressly agree to indemnify and hold us and our subsidiaries, affiliates, licensors, licensees, shareholders, officers, agents, employees and other partners harmless from and against any and all liabilities, losses, damages, claims, penalties, fines, costs, awards and expenses (including, without limitation, reasonable legal fees and costs) arising from, related to or in connection with: (i) any transaction or dispute between you and any third party, including in connection with any employment or other engagement between an Advisor and a Company Member; (ii) unauthorized access to the Services through your account; (iii) a breach of any of your representations, warranties, or covenants under the Terms of Service; (iv) a request by you for us to remove or disable access to any content in or on the Services; (v) content you submit, transmit or make available through us; (vi) your use of the Services; (vii) your violation(s) of these Terms of Service; or (viii) any investment decision you may make as a result of an introduction or other connection with another Advisor on AdvisoryCloud Platform. You shall not enter into a settlement of the foregoing nor incur expenses and fees in defending the above claims, actions, or allegations without our prior written approval.

Termination

If you breach any of the Terms of Service, your authorization to use the Services automatically terminates and you must immediately destroy materials downloaded, received by email or printed from the Services.

We reserve the right at all times, at our absolute discretion and without prior notice to you, to terminate your membership, password and/or your use of the whole or any part of the Services, for any reason, including (without limitation) if we believe that you have breached or otherwise not complied with any provision of these Terms of Service. You agree that we will not be liable to you or any third party in any way for any termination of your access to the Services. We may also at our absolute discretion and at any time discontinue providing the whole or any part of the Services, with or without notice.

Remedies

You agree that our remedy at law for any actual or threatened breach of these Terms of Service would be inadequate and that we shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that we may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys’ fees.

No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation, damages, injunctive relief, and attorneys’ fees and expenses.

Governing Law and Jurisdiction

The Services (excluding linked sites) are controlled by us from our offices within the State of California in the United States of America. By accessing the Services, you agree that the statutes and laws of the State of California without regard to the conflicts of laws principles thereof shall govern all matters relating to your access to, or use of, the Services and any content or services. We make no representation that any content, products or service available on the Services are appropriate or available for use in other locations, and accessing them from jurisdictions where their contents are illegal is prohibited. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with all local laws.

Dispute Resolution

You and AdvisoryCloud agree that any dispute, claim or controversy arising out of or relating to these Terms of Service or to your use of the Services (collectively "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and AdvisoryCloud each are waiving the right to a trial by jury or to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and AdvisoryCloud agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not preside over any form class action proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of the agreement contained in these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879). The Federal Arbitration act will govern the interpretation of this section.

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless you and AdvisoryCloud agree otherwise, the arbitration will be conducted in San Francisco. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and AdvisoryCloud submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the timeframe specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be as set forth in the AAA Rules.

Miscellaneous

Failure on our part to exercise or enforce any right or remedy under these Terms of Service does not constitute a waiver of such right or remedy.

If any provision of these Terms of Service is found to be unenforceable by any court having competent jurisdiction, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and if it cannot be so construed then severed from these Terms of Service, and the remaining provisions of these Terms of Service will remain in full force and effect. You may not assign, sub-license or otherwise transfer any of your rights under these Terms of Service. You agree that there are no third party beneficiaries to these Terms of Service.

You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

You agree that we may assign any of our rights or delegate any of our duties or obligations under this Agreement without your consent to any third party.

Entire Agreement

These Terms of Service contain the entire agreement of the parties with respect to the Services and supersede all prior agreements or previous discussions (written or oral) between you and us.

Contacting Us

You can contact AdvisoryCloud by e-mailing us at [email protected] or by writing to us at the following address:

AdvisoryCloud Inc.
Corporate Headquarters
369-B Third Street, #301, San Rafael, CA 94901

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