Last revised January, 10 2018
PLEASE READ THE AGREEMENT IN ITS ENTIRETY BEFORE ACCEPTING ITS TERMS AND CONDITIONS. If you do not agree to be bound by this Agreement, you may not log onto the InHub application. We reserve the right, at our discretion, to update or revise this Agreement at any time.
1. Platform Services; Fees for Services.
Company, through the Site, offers an electronic platform to accommodate the Request for Proposal (“RFP”) process for entities (each, an “RFP Initiator” and collectively, the “RFP Initiators”) searching for a provider of investment adviser services and those investment advisory firms who wish to respond to such RFPs and have been selected by Company to be listed on the Site (“Adviser” and collectively, “Advisers”). RFP Initiators will be provided access to Company’s select group of investment advisory firms who have indicated interest in responding to an RFP. Company provides a search process to allow RFP Initiators the ability to search for Advisers included on the Site based on specific criteria. Should an RFP Initiator wish to include an Adviser not listed on the Site in the RFP process, they will have the ability to invite the outside Adviser to create an account to participate. Through the Site, Company will provide RFP sample questionnaires and thereto to be used by the RFP Initiators and an answer bank for Advisers to search for commonly used answers created and saved by the Adviser. Company will also provide the RFP Initiator and Advisers with a due diligence document outlining the process followed to review and select the newly engaged Advisor.
2. Ownership Of The Site
All pages within this Site and any material made available for download are the property of Company, or its licensors or suppliers, as applicable. The Site is protected by United States and international copyright and trademark laws. The Contents of the Site, including without limitation the files, documents, text, whitepapers, analysis, projections, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Site (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes of authorized or approved in writing by Company. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, Content or other proprietary information (including; images, text, page layout, or form) of Company without our express written consent.
3. Site Security
4. Accuracy and Integrity of Information; No Advice
Although Company attempts to ensure the integrity and accurateness of the Site, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Site and Content thereon. It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform Company so that it can be corrected. Information contained on the Site may be changed or updated without notice. Additionally, Company shall have no responsibility or liability for information or Content posted to the Site from any non-Company affiliated third party, including without limitation, third party advisers providing information to you through the Site.
(a) No Advice
Company does not and will not provide you with any legal, tax, estate planning or accounting advice. Company does not and will not provide you with any advice regarding the suitability, profitability or appropriateness for you of any security, investment, financial product, investment strategy or other matter. You acknowledge that Company employees are not authorized to give any such advice and you will neither solicit nor rely on any investment advice from any Company employee. You also acknowledge that Company neither assumes responsibility for nor guarantees the accuracy, currency, completeness or usefulness of information, commentary, recommendations, advice, investment ideas or other materials that may be accessed by me through the Site. This includes bulletin boards, message boards, chat services or other online conference or telecast by third party providers through Company. If you choose to rely on such information, you do so solely at your own risk.
(b) Advisory Service Referrals for Fiduciaries.
You have selected your Adviser(s) based on criteria that you deem appropriate for your investment needs and will not hold Company responsible for your decision to hire the Adviser(s).
All decisions relating to your investment or trading activity shall be made solely by you or your Adviser(s).
Your Adviser(s) may be affiliated with Company.
No Adviser, whether or not it is affiliated with Company, is authorized to act or make representations on behalf of Company.
Company has no responsibility and will not participate in or review the Adviser’s trading decisions or in any way review, monitor or supervise the suitability of the Adviser(s).
Company will have no duty to inquire into the authority of the Adviser(s) to engage in particular transactions or investment strategies or to monitor the terms of any oral or written agreement between you and the Adviser(s).
You shall indemnify and hold harmless Company, its directors, employees, agents and affiliates from and against any and all losses, claims or financial obligations that may arise from any act or omission of my Adviser(s).
(c) Referral of RFP Initiators to Advisers
If you are an Adviser that has contracted with Company to be listed on the Site for RFP Initiators to consider, you acknowledge that Company does not review any action or inaction of an RFP Initiator and is not responsible for determining whether an RFP Initiator’s action or inaction satisfies the standard of care applicable to such RFP Initiator. Company is not responsible for determining the validity of a person or entity's status or capacity to serve as an RFP Initiator. You agree to indemnify and hold Company and its affiliates harmless from and against any losses, claims or financial obligations that may arise from any act or omission of an RFP Initiator.
5. Online Payments
You will be able to purchase services on the Site. We accept credit cards issued by U.S. banks. If a credit card account is being used for a transaction, Company may obtain preapproval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the credit card you designate during the setup process. If you want to designate a different credit card or if there is a change in your credit card, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.
You represent and warrant that if you are making online payments that (i) any credit card, debit card and bank account information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit/debit card company or bank, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.
6. Access to Site; Indemnification
7. Links to Other Sites
Company makes no representations whatsoever about any other website that you may access through this Site. When you access a non-Company site, please understand that it is independent from Company, and that Company has no control over the Content on that website. In addition, a link to a non-Company website does not mean that Company endorses or accepts any responsibility for the Content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.
8. Submissions, Reviews, Feedback and other Postings to the Site
If you submit, upload or post any comments, ideas, suggestions, information, files, images or other materials to us or our Site, other then Your Content (defined below) (“Submissions”), you agree not to provide any Submissions that (1) are defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violate or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contain or transmit a virus or any other harmful component. “Your Content” means any information you submit specific to you, your business, investments, assets or RFP. For the sake of clarity, Your Content is not included in “Submissions.” You agree not to contact other site users through unsolicited e-mail, telephone calls, mailings or any other method of communication. Company shall have a royalty-free, irrevocable, transferable right and license to use the Submissions however Company desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such Submissions and/or incorporate such Submissions into any form, medium or technology throughout the world. Company is and shall be under no obligation (1) to maintain any Submissions in confidence; (2) to pay to you any compensation for any Submissions; or (3) to respond to any user Submissions.
Company does not regularly review posted Submissions, but does reserve the right (but not the obligation) to monitor and edit or remove any Submissions submitted to the Site. You grant Company the right to use the name that you submit in connection with any Submissions. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Submissions. You are and shall remain solely responsible for the content of any Submissions you make. Company and its affiliates take no responsibility and assume no liability for any Submissions submitted by you or any third party.
You agree to defend, indemnify and hold Company harmless from and against all third party claims, damages and expenses (including reasonable attorneys fees) against or incurred by Company arising out of any Submissions you post or allow to posted to the Site.
9. Claims of Copyright Infringement
We disclaim any responsibility or liability for copyrighted materials posted on our site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.
Company respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (" DMCA"), we will respond promptly to notices of alleged infringement that are reported to Company’s Designated Copyright Agent, identified below.
Notices of Alleged Infringement for Content Made Available Through the Company Site
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice ("Notice") complying with the following requirements.
1. Identify the copyrighted works that you claim have been infringed.
2. Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found.
3. Provide your mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:
"I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
5. Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to our Copyright Agent:
Attention: Legal Department
1165 North Clark St., Suite 700
Chicago, IL 60610
A poster of allegedly infringing material may make a counter notice pursuant to the DMCA. When Company receives a counter notice, it may reinstate the material in question. To provide a counter notice to us, please provide the following information to our Designated Copyright Agent.
1. Identification of the material that has been removed or to which access has been disabled on the Site and the location at which the material appeared before it was removed or access to it was disabled.
2. A statement as follows: "I hereby state under penalty of perjury that I have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled."
3. Your name, address, telephone number and, if available, email address.
4. A statement as follows: “I hereby consent to the jurisdiction in the state or federal courts located in Wisconsin, and I will accept service of process from the complaining party who notified us of the alleged infringement or an agent of such person.”
5. Provide your full legal name and your electronic or physical signature.
The Counter Notice should be delivered to the following Designated Copyright Agent of Company:
Attention: Legal Department
1165 North Clark St., Suite 700
Chicago, IL 60610
10. Disclaimer of Warranties
COMPANY DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED WEBSITES. COMPANY DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS , TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD AND DISTRIBUTED BY COMPANY ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.
11. Limitation of Liability Regarding Use of Site
COMPANY AND ANY THIRD PARTIES MENTIONED ON THIS SITE (INCLUDING ANY INVESTMENT ADVISERS) ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST INVESTMENTS, DIMINUTION OR COMPLETE LOSS OF INVESTMENTS) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF COMPANY TO YOU WITH RESPECT TO YOUR USE OF THIS SITE IS $500 (FIVE HUNDRED DOLLARS).
12. Forward Looking Statements.
The Site may contain forward-looking statements regarding (a) the Company’s business, customers, partners, future products and services or other factors that may affect future earnings or financial results; and (b) third party investment adviser’s business, products, investments and services or other factors that may affect future performance or financial results of adviser’s products investments and services. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Examples of these risks include competitive service and product offerings, and lack of market acceptance. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, including without limitation, any information provided by a third party investment adviser.
13. Dispute Resolution; Arbitration Agreement.
We will try work in good faith to resolve any issue you have with Site, including services ordered or purchased through the Site, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer's satisfaction.
YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
14. Revisions; General