Welcome, and thank you for your interest in the beta release of our GoalBased Investors applications (“Investor App”, "Advisor App", or collectively "the Apps") and our related services (collectively, the “Service”) made available by Goal Based Investors, Incorporated (“GBI,” “we,” or “us”). These Beta Terms of Service (these “Terms”) form a legally binding agreement between GBI and you regarding your use of the Service.
BY CLICKING “ACCEPT,” INSTALLING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SERVICE, YOU ARE REPRESENTING TO US THAT YOU ARE OVER THE AGE OF 18 AND ARE CONSENTING TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR CANNOT MAKE THESE REPRESENTATIONS, THEN DO NOT USE THE SERVICE.
Overview of the Service.
The Service enables you and other users to receive assistance building financial plans and to connect with financial advisers that are registered with the U.S. Securities Exchange Commission (“SEC”) as investment advisers (the “Advisers”). As part of the Service, you will have access to an online tool within the Service (the “Calculator”) that allows you to generate a goal-based financial plan (“Plan”) that is customized for you based on the automated analysis of information provided by you to GBI through the Service. The Service also allows you to browse through Advisers and connect with specific Advisers by sending them your Plan through the Service. If you send your Plan to an Adviser, then that Adviser may provide you with one or more proposals in response outlining potential adjustments to your Plan (each, a “Proposal”). The Calculator, your Plan, and any Proposals you receive all rely on the information you provide GBI. To the extent any of that information is incorrect, it could negatively affect the quality of your Plan and any Proposal you receive. GBI has no responsibility for any incorrect, false, or misleading information provided by you or any Adviser or for any investment or financial decision you make based on that information.
Connecting with Advisers.
All Advisers are registered users of our related GoalBased Advisor application (“Advisor App”), and you may review each Adviser’s Form ADV (Parts 1 and 2) (“Adviser Form ADV”) through the Service. GBI has not performed any diligence on any Adviser and neither guarantees nor takes any responsibility for the performance of any Adviser. You are solely responsible for reading and understanding the information contained in any Adviser Form ADV. You may choose to enter into an advisory agreement (each, an “Adviser Agreement”) with one or more Advisers that you have connected with through the Service. Any investment advice given to you by an Adviser will be provided to you under the terms and conditions of your Adviser Agreement with that Adviser and not through the Service or otherwise pursuant to these Terms. You are solely responsible for determining whether to enter into an Adviser Agreement with any Adviser that you have connected with through the Service and for reviewing and understanding the terms and conditions in any Adviser Agreement, and you acknowledge and agree that GBI will have no involvement in or responsibility for any services provided by any Adviser under any Adviser Agreement.
Information from Third-Party Content Providers.
In certain cases, the information used by Advisers to provide Proposals to you may be based on information collected and research conducted by GBI in cooperation with third parties, such as registered investment advisers, broker-dealers, or investment banks (collectively, “Third-Party Content Providers”). Separately, Third-Party Content Providers may offer and sell their own products and services to Advisers, and they may provide information to GBI in order to market to Advisers. If a Third-Party Content Provider sells investment products and services to an Adviser that you have entered into an Adviser Agreement with, then that Adviser may have a conflict of interest in subsequently recommending those investment products and services to you. Advisers (and not GBI) are responsible for disclosing the specific conflicts of interest that may arise in those cases. Any Proposals you receive may rely on the information provided by Third-Party Content Providers. To the extent any of that information is incorrect, it could negatively affect the quality of any Proposal you receive. GBI has no responsibility for any incorrect, false, or misleading information provided by any Third-Party Content Provider or for any investment or financial decision you make based on that information.
Registration and Your Account.
You must have a registered account on the Apps to access and use most features of the Service. During registration of your account, you may be required to provide us with some information about yourself, such as your name, email address, and other contact information. You agree that: (a) the information you provide to us is accurate and that you will keep it accurate and up to date at all times; (b) you are solely responsible for maintaining the confidentiality of your account on the Service; and (c) you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us by emailing us at email@example.com.
You do not need to pay GBI any fees for your use of the Service. During the Beta Term (as defined below), GBI will receive no fees from you, other users, Advisers, or any other third party for the Apps and any related services.
License to the Service.
Subject to the restrictions set forth in these Terms, GBI grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, but not reproduce, modify, or distribute the Service, during the Beta Term (as defined below), solely to test and evaluate the Service on devices owned or controlled by you (each, a “Device”).
Except for the limited license granted in Section 6, GBI retains all right, title, and interest, including all intellectual property rights, in and to the Service. The Service constitutes GBI’s valuable trade secrets. Accordingly, any unauthorized use or disclosure of the Service would cause GBI irreparable harm. The license granted pursuant to these Terms is not a sale and does not transfer to you title or ownership of the Service or a copy of the Service, but only a right of limited use for non-commercial testing purposes. ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS ARE RESERVED BY GBI.
Pre-commercial Beta Release.
GBI has neither commercially released the Service nor tested it yet like other commercially released software that you may use. Therefore, it is likely that the Service will contain errors, including errors that may cause the Service or Devices to malfunction or cause a loss of data. GBI is not obligated to correct errors, correct the effects of errors, or provide any technical support related to use of the Service. Notwithstanding anything to the contrary contained in these Terms, during the Beta Term (as defined below), there may be users on the Advisor App that are not Advisers and users on the Investor App that are not investors, such as testers, designers, developers, and other third parties. The Service may access applications or other materials on a Device provided by you or third parties and may integrate or otherwise connect with services offered and provided by third parties (collectively, “Third-Party Services”). GBI IS NOT RESPONSIBLE IN ANY WAY FOR YOUR USE OF THIRD-PARTY SERVICES AND ANY RESULTING DAMAGES. YOU CHOOSE TO USE THE SERVICE AND ANY THIRD-PARTY SERVICES AT YOUR OWN RISK.
Testing and Evaluating the Service.
GBI may periodically request that you provide, and you agree to provide to GBI, feedback regarding the use, operation, and functionality of the Service (“Feedback”), including any information about known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features. You grant GBI a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up, fully sublicensable, and transferable right to use and incorporate Feedback into any products and services, to make, use, sell, offer for sale, import, and otherwise exploit such products and services, and to otherwise use, copy, distribute, and exploit the Feedback without restriction.
You will maintain in strict confidence the confidentiality of, and not disclose to any third party: (a) all non-public information disclosed by GBI to you in connection with these Terms; and (b) all Feedback, Service performance data, and all other information obtained through your testing and evaluation of the Service. Furthermore, you will not, and will not permit any third party to, modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of, or circumvent or disable any security or other technological features of the Service.
Other Services or Hardware Required.
To use the Service, you will need a Device and may need data carrier coverage or an account with a financial institution (collectively, “Other Services”). You are solely responsible for providing any Other Services and paying any attendant fees. GBI will not provide, or pay any fees related to, Other Services.
Beta Term and Termination.
These Terms will be effective upon the earlier of your acceptance of these Terms or use of the Service and will continue until terminated (the “Beta Term”). These Terms will terminate immediately upon notice from GBI, but GBI’s rights and your obligations will survive the termination of these Terms. After the Beta Term, certain features, terms, and conditions of the Service may alter materially; GBI may charge fees for use of the Service; and GBI anticipates that it will have fully registered with the SEC as an investment adviser. Any continued access to and use of the Service after the Beta Term and termination of these Terms will be pursuant to a new written investment advisory agreement between you and GBI.
You acknowledge, understand, and agree that:
Consent to Electronic Communications.
No Warranties. YOUR ACCESS TO AND USE OF ALL OR ANY PORTION OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GBI, ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND OTHER AGENTS (COLLECTIVELY, “GBI PARTIES”) DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING: (A) WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NON-INTERFERENCE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE; (B) WARRANTIES THAT THE SERVICE, AND ANY DATA PROCESSED THROUGH OR USING THE SERVICE IS SECURE, ACCURATE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION; AND (C) WARRANTIES OR GUARANTEES THAT YOUR INVESTMENT, RISK CONTROL, RISK MANAGEMENT, OR RETURN OBJECTIVES, EXPECTATIONS, OR TARGETS WILL BE ACHIEVED. IF ANY OF THESE EXCLUSIONS DO NOT APPLY TO YOU OR ARE VOID WITH RESPECT TO YOU UNDER ANY APPLICABLE LAW, THEN ANY WARRANTY THAT CANNOT BE EXCLUDED IS LIMITED TO THE SHORTER OF: (I) 90 DAYS FROM THE DATE OF FIRST DELIVERY OF THE SERVICE; AND (II) THE SHORTEST PERIOD PERMITTED UNDER APPLICABLE LAW.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE GBI PARTIES’ AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR UNDER THESE TERMS WILL NOT EXCEED $100; AND (B) NO GBI PARTY WILL BE LIABLE FOR (I) ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF ANY GBI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, (II) ANY DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, DATA CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF PROFITS OR INVESTMENT; AND (III) ANY LOSS, DAMAGE OR LIABILITY RELATED TO OR RESULTING FROM ANY FINANCIAL OR INVESTMENT DECISION MADE BY YOU, ANY TRADE, PLACEMENT, INVESTMENT OR REINVESTMENT OF YOUR FUNDS, ANY ACTS OR OMISSIONS OF ANY ADVISER, ANY THIRD-PARTY CONTENT PROVIDER OR ANY OTHER THIRD PARTY SUBJECT TO SEPARATE AGREEMENTS WITH YOU, OR ANY ADVISER’S FAILURE TO COMPLY WITH THE INVESTMENT ADVISERS ACT OF 1940 (THE “ADVISERS ACT”), ANY OTHER U.S. SECURITIES LAWS, OR ANY OTHER APPLICABLE COMPLIANCE OBLIGATION. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
Indemnification. You will defend, indemnify, and hold the GBI Parties harmless against any claim, demand, suit, or proceeding made or brought against any GBI Party by a third party and any related expenses (including reasonable attorneys’ fees), losses, damages, liabilities, demands, charges, fees, or claims of any kind or nature whatsoever (collectively, “Losses”) arising from, relating to, or otherwise based on: (a) any breach of these Terms by you; (b) any inaccuracy or omission of any information, data, or other materials provided to GBI by you or otherwise transmitted to or through the Service; and (c) any action for securities law violations instituted by you that is finally resolved by judgment against you. Your obligations under this Section 17 are in addition to any liability you may otherwise have under these Terms.
Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
Notice Regarding Apple. This Section 20 only applies to the extent you are using the Investor App or the Advisor App on a Device that is an iOS device. You acknowledge that these Terms are between you and GBI only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service (including any content on it). Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the Apps to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service or your possession and use of the Service infringes a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You represent and warrant that: (i) you are not located in a country that is subject to any U.S. Government embargo or economic sanctions or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited, restricted, or blocked parties.
Governing Law and Venue. These Terms are governed by the laws of the State of New York, without reference to its conflict of laws principles. Any dispute between you and GBI regarding these Terms will be subject to the exclusive jurisdiction of the federal and state courts located in New York County, New York.
No Assignment. No assignment (as such term is defined under the Advisers Act) of these Terms may be made by either party without the prior written consent of the other party; provided, however, that GBI may, without your consent, assign these Terms to its affiliate so long as that assignment does not constitute an “assignment” for purposes of Section 205(a)(2) of the Advisers Act. For purposes of this Section 22, you will be deemed to have consented to any assignment to a GBI affiliate that GBI notifies you about in writing (“Assignment Notice”) if, after 45 days from receiving that Assignment Notice, you have not notified GBI of any objection to such assignment, but from the date you receive that Assignment Notice until the end of that 45-day period, you retain the right to terminate these Terms at any time. Any assignment in violation of the foregoing is void.
No Waiver. Nothing contained in these Terms constitutes a waiver by you of any of your legal rights under U.S. federal securities laws or any other laws that are not permitted to be contractually waived.
Miscellaneous. These Terms are the entire agreement between you and GBI and supersedes any other communications with respect to the Service. Throughout these Terms, the use of the word “including” means “including but not limited to.”