IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY.
1. Acceptance of Agreement:
ELECTRONIC FORM. By accessing the Web Site or becoming a Member, you consent to have this Agreement provided to you in electronic form.
ACCESS AND RETENTION. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program. Via the Web Site, we will notify you of any changes in the hardware or software requirements needed to access and/or retain this Agreement that create a material risk that you will not be able to continue to access and/or retain this electronic Agreement.
For information about our data protection practices, please read our PRIVACY AND SECURITY POLICY, which is hereby incorporated into this Agreement. The Privacy and Security Policy explains how we treat personal information. The Privacy and Security Policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.
THIS SECTION OF THE AGREEMENT IS INTENDED FOR EMPLOYERS ONLY.
Employer understands that we offer primarily two different types of programs and that there are costs associated with both of these programs. These costs are NOT covered or subsidized by any other of the Employer’s benefits programs (such as Employee Assistance Programs - EAP) and/or insurance providers (such as Guardian Life Insurance Company).
The programs are:
(i) "Standard" workplace financial wellness program (“Standard”). Employer understands and agrees that our Standard program (which offers our Services) includes a monthly program fee which will be billed to the Employer on a $7.95 per employee per month (“PEPM”) basis. The PEPM fee includes all full and part-time employees; number of covered employees as provided at time of registration by employer. THE EMPLOYER ACKNOWLEDGES THAT IT HAS PROVIDED ACCURED EMPLOYEE NUMBERS, EMPLOYER AGREES TO THE PEPM FEE AND THAT EMPLOYER WILL PAY OUR MONTHLY INVOICES NO LATER THAN 10 BUSINESS DAYS OF RECEIPT.
(ii) “Enhanced” workplace financial wellness program (“Enhanced”). The Enhanced program is constructed for Employers which operate in multi-locations or have special rollout and implementation needs. The Enhanced program includes Services offered by the Standard program, and adds customized implementation planning for the multi-site locations Employer. The Employer understands and agreed that the DIGITAL WORKPLACE Enhanced workplace financial wellness program (which offers Services) includes a monthly program fee which will be billed to the Employer on a $11.95 per employee per month (“PEPM”) basis. The PEPM fee includes all full and part-time employees; number of covered employees as provided at time of registration by employer. THE EMPLOYER ACKNOWLEDGES THAT IT HAS PROVIDED ACCURED EMPLOYEE NUMBERS, EMPLOYER AGREES TO THE PEPM FEE AND THAT EMPLOYER WILL PAY OUR MONTHLY INVOICES NO LATER THAN 10 BUSINESS DAYS OF RECEIPT.
We reserve the right to occasionally offer other types of programs such as "Introductory". The Introductory program is free for 30 days ONLY from the date of the employer registration. Subsequent to this 30 day period, the employer will automatically convert to a "Standard" program unless the employer opts out by notification to DIGITAL WORKPLACE in writing. IF NO CANCELLATION NOTICE IS GIVEN AFTER THE INITIAL 30 DAYS, THE EMPLOYER ACKNOWLEDGES THAT IT HAS PROVIDED ACCURED EMPLOYEE NUMBERS, EMPLOYER AGREES TO THE PEPM FEE AND THAT EMPLOYER WILL PAY OUR MONTHLY INVOICES NO LATER THAN 10 BUSINESS DAYS OF RECEIPT.
Employer agrees that we can use the employer’s name and logo for our marketing purposes included but not limited to our web sites.
Users may need to enter into a separate agreement with their selected Advisor and agree on the scope of services the Advisor will provide. Advisor will charge Users a fee for service for which you, as the User, will be solely responsible. Furthermore certain Financial Counselling services may have a User fee. These fees/costs are not covered by the User’s benefit plan such as Employee Assistance Program (EAP). Users should ask for and carefully review all fees prior to initiating the Service. When dealing with Advisors, Users should consider their own investment objectives and never rely on any single adviser, blog, writing, audio or visual recording, chart, graph or marketing piece to make investing decisions. Past performance of markets and other data are no guarantee or indicator of future results. The Service is intended to provide personalized financial, legal or tax advice. The information provided is for general informational purposes only, is broad in scope, impersonal and not attuned to any specific portfolio or the investment needs of any specific person. The information provided is not intended to represent results you should expect in the future, and we cannot and does not guarantee the accuracy, completeness, timeliness or reliability of, or otherwise endorse, any information, opinions and/or recommendations provided on or through the Web Site. Your personal financial situation is unique, and any information and advice obtained through the Service may not be appropriate for your specific situation. Accordingly, before making any final decisions or implementing any financial strategy, you should obtain additional information and advice from your financial, legal and/or tax advisers who are fully aware of your individual circumstances. In addition, nothing on the Service should be construed as an offer to sell, or a solicitation of an offer to buy a security, a recommendation for any product or service by us or any associated third party, or a suggestion regarding the purchase, holding or sale of securities.
Users on behalf of themselves, successors, legal representatives, assigns and executors, administrators, officers, personal representatives and heirs, hereby agree to never institute any action or suit at law or in equity against us, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action for damages, costs, loss of services, expenses, or compensation for or on account of any damage, loss or injury either to person or property, or both, whether developed or undeveloped, resulting or to result, known or unknown, past, present or future. This covenant shall be binding upon, and inure to, our benefit, our successors, legal representatives, assigns and executors, administrators, officers, corporate members, personal representatives and heirs.
Users are strongly encouraged to use other sources of background checks, verification and validation before deciding to conduct business with an advisor such as http://brokercheck.finra.org. State securities regulators can help and can be found at http://www.nasaa.org.
THIS SECTION OF THE AGREEMENT IS INTENDED ONLY FOR ADVISORS.
Advisors include but are not limited to Registered Investment Advisors, Registered Broker Dealers, other non-registered Financial Professionals, Financial Planners, Wealth Managers, and/or Plan Advisors, Broker Dealer Firms, Custodial Firms, Service Firms, Agents, Financial Counselors and non-profits organizations and all other legal entities requesting admittance to our platform.
Advisor Fees, Duties and Responsibilities:
By electronically agreeing to this Agreement Advisors acknowledge that they have read and have agreed upon the our following fees: (i) annual platform recurring membership fees of $480; (ii) individual user connection request of $175 per transaction; and (iii) success fees of $250 per transfer of individual user assets, if any, to advisor's custodial platform. Advisors authorize us to collect these fees immediately as they become due using electronic payment methods, such as credit cards on file, or otherwise. The recurring annual fees will be collected on each year’s first day anniversary of the initial subscription. Advisors acknowledge that upon commencement of the annual subscription period and in conjunction with your payment, you have purchased the Service for 12 months. The annual platform subscription fee will not be prorated or refunded in any way. The subscription renewal is automatic. All fees may be changed by us at any time and all fees are non-refundable. Corporate discount codes must be entered by the advisor upon the initial sign up process; subsequent discounts are not allowed. We may modify either the amount and (or) duration of the discount/promotion at any time. Advisors acknowledge that digital our users will select one or more advisors for which we will be compensate fees per above. Furthermore Advisors acknowledge that we do not guarantee Advisors any referrals, transactions, leads and/or any other type of results including but not limited to integrity of the information contained in the member profile, the quality or source of these referrals, numbers of referrals or transaction per advisor or any other actions from its service. Advisors agree that they will maintain all Member and/or our information, communication, data, etc. strictly confidential and they will not copy, print, email and/or in any way share or disseminate it with anyone else including but not limited to any individual third parties, other Advisors, business partners and firms. Any past, ongoing or future Advisor pilots may contain test accounts as determined solely by us, and Advisors acknowledge that they have been informed and agree to the aforementioned. Advisors agree that they will complete within five (5) business days an investor’s "investment summary” form provided by us in order to document all assets transferred to the custodial platform. Advisors will have the sole and complete responsibility for their financial recommendations, plans and statements and it is understood that we will not be involved in the financial planning process either directly or indirectly. Advisors may provide marketing documents during the registration process to be used by us to further market the Advisor. Advisors acknowledge that these materials have been approved by their respective compliance groups and that we shall bear no responsibility for this content. Advisors agree to respond to all User connection requests within two (2) business days from the time advisors are made aware of the request to respond to or contact our User. Advisor understands that we do not guarantee either directly or indirectly that Advisor will be matched with any individuals on its platform. Advisor agrees that the final decision to allow either initial participation and/or on-going participation on the platform for the Advisor rests solely with us. Advisors understand and agree that we may perform background and review checks on the Advisors on the platform and that these results may be shared with other members of the platform at our sole discretion and without notifying the Advisors of the results. The background checks may include but are not limited to FINRA online broker check. Advisors agrees that neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might be construed to be derogatory or critical of, or negative toward, us or any of our directors, officers, affiliates, subsidiaries, employees, agents or representatives, and they will continue to do so even after the termination of the Agreement. Advisors acknowledge that we may suspend or terminate this Agreement and the Advisor participation with or without cause. Upon termination we may, but are not required to, delete all information related to your Advisor account and may bar access to your Advisor account and the Service. Advisors shall indemnify us and hold us harmless including and our directors, officers, principals, representatives, employees and agents (each an "Indemnified Party") from and against any and all costs, expenses, damages, liabilities (joint and several) or claims, including reasonable fees and expenses of counsel, which any Indemnified Party may sustain or incur or which may be asserted against any Indemnified Party as a result of any breach by Advisor of any of the terms contained herein. Advisors acknowledge that the Agreements’ provisions, including but not limited to the indemnification, covenant not to sue, confidentiality, non-disparagement, and all other provisions are a continuing obligation of Advisor and Advisor' successors and assigns, and survives the termination of this Agreement.
Users must have their Employer sign-up for the Service prior to using the Platform.
You must be at least thirteen (13) years of age to register as a Member of or otherwise use the Web Site. Membership in the Service is void where prohibited. By using the Web Site, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
7. Term & Termination:
The term of this Agreement shall be for (3) three years and it shall automatically renew thereafter unless terminated by us. This Agreement contains the entire agreement between you the Member and us regarding the use of the Web Site and/or the Services. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. We reserves the right to restrict, suspend, or terminate this Agreement and the Member’s access to all or any part of our Services, at any time and for any reason or no reason, without prior notice or liability. Furthermore we reserve the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability.
You agree and understand that you are responsible for maintaining the confidentiality of all information received either directly or indirectly from us, including but not limited to member profile information, the username and password that you designate during the registration process and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify us of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session and (c) that you as a either a member and/or advisor you will not share or disseminate any information provided to you either directly or indirectly. We will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
You are solely responsible for your interactions with other Members. You understand that we do not in any way screen Members, nor do we inquire into the backgrounds of its Members or attempt to verify the statements of its Members. We make no representations or warranties as to the conduct of Members or their compatibility, such as Advisors, with any current or future Members. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other registered users of this Service or persons you meet through this Service. You agree that if we do not exercise or enforce any legal right or remedy which is contained in the Agreement (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. You will notify us in writing of any issues prior to taking any actions and will give us ample time to address.
Reliance on content, opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Web Site. Under no circumstances will we or our affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Web Site or transmitted to or by any Members.
11. Member Activities:
We reserve the right to investigate and terminate the Member's membership if you have misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you, the Member, may not engage in with respect to the Service: (i) You will not use the information, content, concepts, data, pricing, methods, approaches, Services or any information provided by us including Advisors or Third-Party sites for purposes not consistent with our best interest, as determined solely by us (ii) You will not express or imply that any statements you make are endorsed by us without our specific prior written consent. (iii) You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents. (iv) You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information unless under fair use or without obtaining the prior consent of the owner of such proprietary rights. You will not remove any copyright, trademark or other proprietary rights notices contained in the Service. (v) You will not interfere with or disrupt the Services or the site or the servers or networks connected to the Services or the site. (vi) You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. (vii) You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service. (viii) You will not "frame” or "mirror” any part of the Service or the Web Site, without our prior written authorization. You also shall not use meta tags or code or other devices containing any reference to us or the Service or the site in order to direct any person to any other web site for any purpose. (ix) You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Web Site or any software used on or for the Service or cause others to do so (X) You will keep the information confidential at all time and will not share it or disseminate it with anyone else.
12. Amendment and Discontinuance:
We reserve the right to discontinue the Service at any time without notice. Furthermore, we reserve the right at any time to modify, temporarily or permanently, the Service (or any part thereof) without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. We may update and change any or all of these Terms, including but not limited to the fees, costs and charges associated with the use of the Service. You agree to review the Agreement periodically so that you are aware of any modifications. Your continued use of or registration with the Service shall be deemed your acceptance of the modified Agreement.
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information. Certain content on the Service, including data, news or information provided by third parties and the technology underlying the Service are protected by copyrights, trademarks, service marks, patents, or other intellectual property and proprietary rights and laws. We and our licensors own all right, title and interest in and to the Service content and the data providers retain their ownership rights in the third party data. You acknowledge that the Service and any underlying technology used in connection with the Service contain our proprietary information. You may not copy, duplicate, reproduce (except as stated below), publish, distribute, create derivative works of, modify, adapt, translate, rent, sublicense, assign, loan, sell, transfer, network, display to third parties other than family members or your advisers, not competing with us, transmit, compile or collect in a database, or in any manner commercially exploit any part of the Service. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Service to human perceivable form. You must abide by all copyright notices, information, or restrictions contained in or attached to any portion of the Service. Neither the Agreement nor any other agreement pertaining to your use of the Service limits any of our or our affiliates' rights under trade secret, copyright, patent or other laws. You are licensing to us and our service providers any information, data, passwords, materials or other content you provide through or to the Service. We and our service providers may use, modify, display, distribute and create new material using your content to provide the Service to you. By submitting your content, you automatically agree, or promise that the owner of your content has expressly agreed that, without any particular time limit, and without the payment of any fees, we and our service providers may use your content for the purposes set out above.
The Service may provide, and/or third parties may provide, links to other World Wide Web independent sites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, fees, loss or revenues or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, fees, goods or services available on or through any such site or resource.
In no event will we be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits arising from your use of the Web site or the Service, or other Members services and/or actions even if we have been advised of the possibility of such damages. MEMBERS EXPRESSLY AND SPECIFICALLY AGREE TO WAIVE, AND AGREE NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS, INCOME, REVENUE, PROFITS OR DATA, SAVINGS, FINANCIAL PRODUCTS, FOR ANY REASON WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ITS SERVICES, ANY FAILURE TO PROVIDE SERVICES HEREUNDER, TERMINATION, ANY ERROR OR OMISSION WITH RESPECT THERETO OR ANY INTERRUPTION OF SERVICES.
Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by Members to us for the Service during the term of membership.
"Confidential Information" shall mean all confidential and/or proprietary information relating to the intellectual property, planned or existing technology, research, development, products, pricing, processes, trade secrets, business plans, business partners, customers, all online/web pages, benefit providers, transactions, sales, finances, and personnel data including without limitation employer customers and financial advisors and financial counselors. Members acknowledge the confidential and proprietary nature of our Confidential Information and agree that they shall not reveal, disclose or use any of our Confidential Information. Members acknowledge that the covenants contained in this Paragraph are unique and integral to this Agreement and that monetary damage would be an inadequate remedy at law in the event of a breach. For that reason, Members consent that such covenants shall be enforceable in a court of equity by temporary or permanent injunction, restraining order or a decree of specific performance. The remedies provided above shall be cumulative and not exclusive and are in addition to any other remedies that either Party may have under this Agreement or applicable law. This obligation continues for a period of three years after this Agreement ends.
As part of the Service, we provide links to third party web sites and content. These third party web sites have not been vetted by us. As part of the Service, we provide access to financial advisors who have not been vetted by us. These advisors may enter certain information in their online profiles; we are not responsible for the accuracy and/or the content of these profiles. We are not responsible for the source, accuracy and or integrity of the Member information contained in the online profiles, any incorrect or inaccurate content posted on the Web Site or in connection with the Service, whether caused by users of the Web Site, Members or by any of the equipment or programming associated with or utilized in the Service. We are not responsible for the conduct, whether online or offline, of any user of the Web Site or Member of the Service. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Web Site or combination thereof, including injury or damage to Users and/or Members or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will we or any of our affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Web Site or the Service, any Content posted on the Web Site or transmitted to Members, or any interactions between users of the Web Site, whether online or offline. The Web Site and the Service are provided "AS-IS” and we expressly disclaim any warranty of fitness for a particular purpose or non-infringement. We cannot guarantee and does not promise any specific results from use of the Web Site and/or the Service. In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Web Site is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. We make no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Web Site. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.
Financial Counseling services are provided by third-party credit counselors and by our Partner, which is a not for profit organization. Financial Advisory or Planning Services are provided by independent third-party financial advisors. We provide access to Advisors as a courtesy and this should not be construed as an endorsement or opinion as to the appropriateness of any particular Advisor for the User. Some financial advisors have paid us to participate in our national network. Advisors which are not part of our network have not registered on our Platform. These non-network Advisors have no relationship with us. Some of the Advisors found on the Platform may be part of the Financial Planning Associations an organization which supports Certified Financial Planners. FPA is not our Partner. Advisors may provide individual Users with personalized financial strategies and they will require a separate agreement which will include fees. Please make sure that you as the User fully understand and ask the Advisor you select to work with, to disclose these fees prior to begin any activities Some but not all Advisors may provide complementary introductory sessions either by phone or in person to Users. By using the our Service and/or its Web Site, you, the Member, agree to be bound by this Agreement, whether or not you register as a Member on the Web Site. If you wish to become a Member or make use of the our Service, please make sure you have read, understood and agree with this Agreement. If you object to anything in this Agreement, do not use the Web Site or the Service, as your use of the Service will signify your assent to be bound by these terms. This Agreement is subject to change by us at any time, effective upon posting on the Web Site. Please note that Employer costs or User fees associated with the Services are not covered by any employer benefit plan, such as Employee Assistance Program (EAP). Always consult an independent party before selecting a financial advisor and a tax or legal advisor on the consequences of your financial decisions, including any decisions made as a result of using their services.
19. Dispute Resolution
GOOD FAITH EFFORT. The Parties agree that they will make a good faith attempt to resolve any dispute arising under this Agreement by providing a written notice, such as email, to the other party. If after ten (10) days of notice, the Parties are unable to resolve the dispute, the Parties may pursue any claim in accordance with the binding arbitration provisions of the paragraph below.
BINDING ARBITRATION. All disputes, including counterclaims, which arise from or relate to this Agreement, shall be decided exclusively by binding, non-appealable arbitration in Massachusetts under the JAMS Comprehensive Arbitration Rules. The dispute shall be decided by a sole arbitrator, retired judge or an attorney with at least twenty (20) years of experience. The arbitrator will be selected exclusively by us. The Parties agree that the arbitrators’ award shall be final. The Member acknowledges and agrees that the Member will bear all arbitrators’ fees/costs and other administrative fees of arbitration irrespective of the Party which initiates the dispute. The arbitrator shall have no power to award damages in excess of the amounts paid by the Member to us for Services, or alter any of the provisions of this Agreement. The arbitrator may decide that the prevailing party is entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, attorney’s fees and all other related expenses incurred in such dispute. The Member agrees to waive any right to pursue any dispute relating to this agreement in any class, private attorney general, or other representative action. Any Member dispute with us, or our officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through Arbitration. As described above, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we are able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any dispute with us, our officers, members, partners, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement: you, the Member, are giving up your right to have a trial by jury; and you are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute.
20. Governing Law and Jurisdiction
This Agreement, and the Member relationship with us under this Agreement, shall be governed, construed and enforced according to the laws of the Commonwealth of Massachusetts without regard to its conflict of laws rules.
The courts of the Commonwealth of Massachusetts will have exclusive jurisdiction to adjudicate any dispute arising under of in connection with this Agreement.
Members agree to protect and fully compensate us and our affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorney’s fees) caused by or arising from your use of the Service, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone. You, the Member, further agree that if any third party brings any claim or action against us or any of our affiliates arising out of or related to your use of the Service, to indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including without limitation reasonable legal fees and costs) related to any such claim.
22. Entire Agreement:
This Agreement constitutes the entire Agreement between you the Member and us with respect to the subject matter, and supersedes all other previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter described in this Agreement. The section headings in the Agreement are provided merely for convenience and shall not be given any legal import. This Agreement is personal and you the Member may not assign or transfer this Agreement any of your rights or obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns, licensees, and sub licensees.
23. Survival and Interpretation:
All provisions which are intended by their nature to survive the performance under an Order shall survive such performance, or the expiration or termination thereof. In the event of any conflict or ambiguity between these Terms and any Order, these Terms shall govern and control. Each provision of these Terms shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence) or otherwise, notwithstanding the failure of the essential purpose of any remedy. Any references herein to the term “including” shall be deemed to be followed by “without limitation.”
24. Binding Nature and Assignment:
These terms shall be binding on the respective parties. We and any of our predecessors and/or affiliated legal entities, may assign any of the rights or obligations under this Agreement (including, without limitation, interests or claims relating hereto) without the prior written consent of the other Party/Member.
If any provision of these terms is found unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted our intent as set forth herein.
26. Waivers and Amendments:
No delay or omission by us in enforcing its rights or remedies under these terms shall impair such right or remedy or be deemed to be a waiver thereof. No waiver of any right or remedy under these terms with respect to any occurrence or event on one occasion shall be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. No amendment or waiver of these terms shall be valid unless in writing and signed by the parties thereto.
Any notice or other communication required under this Agreement shall be in writing and shall be deemed to have been duly made or given fifteen (15) business days after being sent if sent by certified or registered mail, return receipt requested, postage prepaid, or on the next day after being sent by a nationally recognized overnight courier. Any such notice or communication shall be made as follows: If to DIGITAL WORKPLACE LLC, 245 First Street Riverview II Suite 1800 Cambridge, MA 02142 or by email at: firstname.lastname@example.org.
Any reference in this agreement to “day” will be a calendar day. When used in this Agreement, with initial capitalizations or not, whether in the singular or in the plural, the following terms shall have the following meanings:
“Employers” shall mean all customers organizations who have registered online;
“Users” shall mean all valid employees who have been approved by their Employers and have registered online;
“Advisors” shall mean all Registered Investment Advisors, Registered Broker Dealers, other non-registered Financial Professionals, Financial Planners, Wealth Managers, and/or Plan Advisors, Broker Dealer Firms, Custodial Firms, Service Firms, Agents, Financial Counselors, Financial Credit Counselors and non-profits organizations who have either registered online;
“Partners” shall mean a business entity, excluding Employers customers or Advisor firms, who has a business agreement with DIGITAL WORKPLACE; “Members” shall mean all Employers, Users, Advisors and Partners;
"Party" shall mean all Members;
“Web Site” or “Platform” shall mean the web site where you registered online (www.trustivo.site-ym.com) and related web sites (including www.digitalworkplacefintech.com, www.trustivo.com);
“Service” shall mean the Web Site’s services and/or other services provided independently by Advisors and Partners.
“Financial Counseling” shall mean financial counseling services such as debt management, budget and credit counselling, student loan counselling, housing counselling, credit report education, bankruptcy counseling and education. Other services may be offered.
“Financial Planning or Financial Advisory” shall mean financial planning services such as investments, retirement planning, college planning, insurance/risk, and estate planning. Other services may be offered.
“PEPM” shall mean per employee per month,
“EAP” shall mean Employee Assistance Program.
©2017 DIGITAL WORKPLACE LLC. All Rights Reserved.