Advisor Products Terms Of Service
The following Terms of Service (Terms) constitute the agreement between you (Client) and Advisor Products, Inc. (API), a New York Corporation, with respect to your use of API’s services and products. By accepting these terms and accessing or using API Products and Services, you acknowledge your agreement to be bound by these Terms of Service.
API reserves the right to update or modify these Terms at any time, and without prior notice to you. Your use of the Service following such modification or update constitutes your acceptance to be bound by these Terms as changed or modified. We encourage you to review the Terms anytime at this page.
Client agrees to pay API the one-time setup fee for development and design, if applicable, plus the Annual License fee for the License Packages and/or services, as indicated in the order. One-time setup fees shall be due immediately upon signing this Agreement. Client agrees that the initial License fee will be payable upon signing of this Agreement and that Financial Advisor Marketing Engine (FAME), Financial Advisor Communications Suites (FACS), AdvisorVault, and AdvsiorVault Client Portal Licenses are conditional on a two-year initial term starting immediately upon the purchase date. API agrees to make available immediately monthly webinar presentations with transcripts of webinars, Quarterly Market Summary scripts and slides, and Weekly Scripts.
30-Day Set-Up Period
API and Client mutually agree to build the website and newsletter during the initial 30-day period. During the initial 30-day period, API agrees to make as many changes to the website as requested.
Client agrees to pay API the prevailing maintenance hourly rate, currently $100.00, one hundred dollars, for any additional work or support requested by the Client that is not included under the website or other service setup fee, including, but not limited to, adding, editing or formatting of pages of content, training Client personnel, photo scanning and touchup, graphics creation, programming or other website / service customizations. Support fees must be paid in advance of work being performed based on the estimate provided by API. Whenadditional time is needed beyond the estimate, API will provide updated estimates for the remaining work and the additional time must be purchased by Client..
The minimum fee for a support/service request is $50.00, based on the current prevailing rate, for the first half hour. The prevailing support rate is subject to change without notice. API, at its sole discretion, may waive the support fee if the request is deemed to be caused by a malfunction or misconfiguration in the computer systems and software that API owns and administers.
After the initial 30-day website setup period, Client agrees to pay $100.00 per hour for all HTML, graphics, website text edits, training and help-desk support. The support fee must be paid in advance of any work or support services to be performed.
Software Development Fees
If Client requires programming applications, components, and other services requiring a software engineer, Client agrees to pay API the prevailing software development hourly rate, currently $150.00, one hundred fifty dollar. Client will be provided an estimate upon analysis of Client's requirements. Software development work will be started only after acceptance of the software development proposal and any up-front fees being paid. If Client changes the scope of a project’s requirements, or discovers new requirements during development, Client understands additional fees may be required.
Client acknowledges that a cancellation fee of $250.00 shall apply if this agreement is terminated within 14 days of purchase, and $1500.00 thereafter. Client agrees that upon cancelation of this agreement any and all API content will no longer be authorized for use by Client. Client agrees to cease the use of any and all content provided by API in any manner by Client, including but not limited to use in websites, print media, Web-based systems, email and social media.
Content License Terms
The initial term of the License is two (2) years. Thereafter, this Agreement and License shall renew automatically on the anniversary of that date for successive one (1) year terms, at the price, terms and conditions in effect at that time; provided. However, the annual License Fee shall not increase during the initial term of this Agreement.
The Licensed content can only be distributed through API-provided Services and integrations with API-authorized third-party applications. Client acknowledges that distribution through third-party applications not in compliance with this statement will be considered a breach of this Agreement.
Client agrees that and acknowledges that API has the right to display source or other attribution for API-provided Content, including third-party sources that API contracts with for content, as required.
Client agrees to designate the email address and cell-phone of a single point of contact — a Designated Contact — responsible for making all content and payment decisions. In addition, Client may authorize other contacts to request technical support from API’s help desk and incur fees. API will follow the instructions of your Designated Contact.
Contacting Support Help Desk
Once services are configured and made operational customer requests are to be submitted either by email to firstname.lastname@example.org or the live chat portal during business hours at www.advisorproducts.com.
Client acknowledges that neither API nor any principal or employee thereof is an attorney or compliance officer and that neither API nor any principal or employee thereof has or shall provide any legal, regulatory, compliance advice to Client whether professional or otherwise. Client accepts all responsibility for all legal, regulatory, and compliance-related issues arising out of the Client website and other API services purchased, and agrees to hold API and all of its principals and employees and any related entities harmless and free of liability from any economic damages or financial losses arising from any legal or compliance-related issue(s).
Limitation of Liability
Client acknowledges and agrees that: API services and API software are provided on an “as is” basis, and Client’s use of the API services and API software are at Client’s own risk; API does not make, and hereby disclaims, any and all other express and/or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement and title; API does not warrant that the services or software will be uninterrupted, error-free, or completely secure; Client acknowledges that Website, email and other application services including, but not limited to, account aggregation, portfolio reporting and financial planning are dependent on Client supplied data, third-party Internet services providers and application service providers, API disclaims any and all liability for interruption or malfunction of services due to system failures or malfunctions in third-party provider’s systems. Client agrees to hold harmless and free of any liability API and all its principals, employees and related entities from any economic damages or financial loss arising as a direct or indirect result of the Client website and other API services provided under this Agreement. In no case shall API’s liability for any or all damages arising from this Agreement exceed one quarter of the current year’s total annual License fee collected from Client.
Intellectual Property Infringement
The Parties agree to exercise reasonable due care to be certain that any content provided by the other party will not be used in a manner deemed to be unauthorized by the other party. Content produced by a Party may not be reproduced without the express written consent of that Party. Without limiting the generality of the foregoing, unauthorized use will be deemed to include any infringement of copyright as well as any unlawful use of intellectual property rights. The Parties agree to maintain copyright notices and proper attribution of ownership to the party supplying the content.
Client agrees not to disclose Confidential Information about API’s products and services to unauthorized third-parties. Confidential information means any and all, marketing, product, service or business information, proprietary data, trade secrets, technology, and any other proprietary information relating to Services and Products provided by API to Client. Confidential Information excludes information that: is generally known in the Client’s industry, is now or subsequently becomes generally available to the public through no wrongful act of the Client, Client rightfully had in its possession prior to the disclosure by API, was independently created by the Client without direct or indirect use of the Confidential Information; or the Client rightfully obtains from a third party who has the right to transfer or disclose it. Mutually, API agrees not to purposefully disclose Confidential Information , provided by Client or provided by visitors to Client's website, to a third party unless disclosure is required to provide the API services contracted by Client.
Client agrees and acknowledges that the Confidential Information received is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the API. Accordingly, Client agrees that API is entitled to, in addition to all other rights and remedies available to it at law or in equity, to an injunction restraining Client and any agents of Client from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
Except as otherwise noted in the Terms, Client or API may terminate this Agreement and the License only on or after expiration of the Initial Term and must do so by giving the other party no less than 30-days advance written notice of such intention.
In the event termination of the contract occurs for reasons other than as described in the preceding paragraph, then the full amount of license fees for the Initial Term or current term, shall become due.
API reserves the right, at its option, to deactivate the Client website if any amount due to API is not paid within 15 days of the due date. Client understands that deactivation of the website does not remove the obligation to pay to API any sums properly due hereunder, whether or not invoiced. Further, deactivation of the Client website by API will not be a course of action against API for any damages, compensation, loss, costs or expenses howsoever arising.
Client agrees that upon termination of this agreement any and all API content will no longer be authorized for use by Client. Client agrees to cease the use of any and all content provided by API being used in any manner by Client, including but not limited to use in websites, print media, Web-based systems, email and social media.
General Terms, Severability, Jurisdiction
Failure of either Party to object to or take other action with respect to any conduct of the other Party that may be in breach of this Agreement shall not be deemed a waiver of any breach or any future breach or wrongful conduct.
If any provision of this Agreement or its application to any person or circumstances is found to be invalid or unenforceable, the remainder of this Agreement or the application of that provision to other persons or circumstances shall not be affected and shall remain in full force and effect.
The validity, interpretation and performance of this Agreement shall be governed by and construed under the laws of the State of New York and shall be deemed by the Parties to be a New York contract. The sites of any litigation, which may develop or transpire under the terms and provisions of this Agreement, shall be within the State of New York.
This Agreement contains the entire understanding of the Parties. Any oral understandings are incorporated and merged in this Agreement. No representations were made or relied upon by either Party except as set forth. This Agreement may not be changed unless both Advisor Products and Client agree to the change in writing
API will not distribute Personal Information provided by Client to mailing list vendors or solicitors. API will only disclose Personal Information in the manner required to provide the services contracted by Client. API requires strict confidentiality in our agreements with unaffiliated third parties that require access to your personal information in the course of providing these services, including financial service companies, consultants, and auditors. Federal and state securities regulators may review our company records and your personal records as permitted by law. Furthermore, we restrict access to your non-public personal information to those employees and authorized persons who require such information to provide products or services to you.
API reserves the right to share aggregated usage data and statistics with support vendors and third-party suppliers that do not provide a method to individually track a user, or when API has been provided Client’s explicit consent to share the information with a third party. API reserves the right to contact Client via email, telephone, SMS text, or other methods in the course providing the services, announcing new or updated services, or in times of financial distress or important world events.
Protection of Credentials to access API provided services
Client agrees that they will not disclose credentials provided for access to API services tools to unauthorized parties. Client agrees to take precautions to protect those credentials from being exposed. Client agrees to use strong passwords and other best practices measures for protecting passwords. Client Agrees to notify API immediately in the event they discover that credentials have been compromised.
Third-Party Integrations and Services
API reserves the right remove third-party application integration partners from the API products platform at any time and without prior notice. API will solely determine if License fees will be adjusted to compensate for the removal of the third-party application.
Client acknowledges and understands that API will utilize electronic mail (email) to send to them communications and/or data regarding the Services, including but not limited to: communications that are inherent in the operation of the services, notices about use of the Services, notifications of service maintenance and interruptions, and promotional information and materials regarding API’s products and services. Client acknowledges responsibility for maintaining active email addresses for these communications and for notifying API of changes in a timely manner.
Updates To Services
API reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Services at any time. API, it its sole discretion may change the licensed services functionality and/or content provided.
Other than content provided by API under license to Client, API disclaims ownership of and responsibility for any Client Content that is transmitted, stored, or processed, that is uploaded by the Client, or its agents, via services provided to Client. Client acknowledges that API has no control over, or knowledge of the Content that Client and its agents upload to the services. Agents are defined as the Client’s firm personnel, Client’s firm’s clients and other parties that the Client’s firm provides credentials and authorizes to use licensed services on its behalf.
API provides functions that allow Client to control access to Client’s and its agent’s Content. Client acknowledges that they are solely responsible for ensuring that content is shared only with authorized parties.
Client agrees to provide API the right to transmit, use and disclose Content posted on the services solely to the extent necessary to provide the services, as permitted by these Terms, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law.
Client agrees that they are solely responsible for the nature and accuracy of the Content they provide, ensure that the Content (including the storage or transmission thereof) complies with the Terms and any and all applicable laws, and regulations, will promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person's rights, such as take-down notices, maintain appropriate security, protection and backup copies of the Content, Client will be solely responsible for Content uploaded under their License containing viruses, worms or any other malicious software. Costs of remediation for end consumers of such Content will be borne by Client.
API will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store Content. API is not responsible for backing up your data, Account information, Client Information or other type of data attributed to your use of the Service. CLIENT EXPRESSLY AGREES TO ASSUME THE SOLE RISK OF BACKING UP ALL ACCOUNT INFORMATION, CONTENT AND INFORMATION ENTERED WHEN USING THE SERVICES AND EXPRESSLY AGREES THAT API WILL HAVE NO LIABILITY WITH RESPECT TO LOST INFORMATION AND/OR ACCOUNT INFORMATION.
Notification Of Unauthorized Use Of Services Or Security Breach
Client acknowledges and agrees that if they become aware of unauthorized use of API provided services or a security breach of API services, they will notify API immediately upon discovery of such an event. Client will take all steps necessary to terminate such unauthorized use. Client agrees to cooperate fully and assist API with investigating and remediating any such unauthorized use, as reasonably requested.
In addition to the above terms the following terms are applicable depending on the products and services contracted by Client.
Website Service Terms
It is hereby agreed by and between the Parties that API will provide the Client license to access proprietary tools for creation of their website. Client further agrees that they are responsible for all website content including text, graphics and videos, other than the content provided by API as part of the Content License. Client understands and agrees that a completion date promised by API is based on an immediate timely response from Client when website reviews or decisions are needed by API to proceed with development. Client understands that the date the annual License fee becomes payable as hereafter provided is independent on completion of the website. Client understands and accepts that additional fees may be incurred if Client requests custom modifications or additional support.
Client acknowledges and agrees that the free support provided under the set-up fee for website expires after 30 days for FAME licenses and 45 days for FACS licenses. After this period, support requests will be billed per the terms in the Support Fees section of this Terms Of Service.
Website Free Trial
During the period of a "Free Trial" of a website and API provided FAME content, Client is limited to using up to ten slides or 1 video for use on their website and for marketing.
Archives of Website
Client acknowledges and agrees that website archives generated by the API website service are to be downloaded to Client's premises for permanent storage. Website archives will be retained for a minimum period of 90 days, but may be deleted by API any time after that. Client acknowledges and agrees that they are solely responsible for downloading the archive, verifying the archive is complete, storing the website archive for the period of time required by regulatory agencies and authorities and ensuring the archives meet the regulatory requirements for Client.
E-Newsletter Service Terms
Client Acknowledges and agrees that the E-Newsletter system is dependent on a third-party email campaign system for managing email subscriber lists, delivery of emails and monitoring of email campaigns sent from the API E-Newsletter System. Furthermore, Client acknowledges that API is not responsible for failures in the third-party email campaign system that may result in failures to deliver email to the email subscribers or other malfunctions. Client agrees to enter credentials into the API E-Newsletter system in order to allow connection and integration with the third-party email campaign system. Client agrees to complete the sign-up for the third-party email campaign system, complete any requirements for proper use, and comply with the terms of said system.
Client agrees not to use the E-Newsletter system in a manner that would be considered “spamming.” The definition of “spamming” includes sending email to individuals who have not expressed an interest in the services of Client, sending emails advertising products or services unrelated to Client’s financial services business, or sending an excessive number of emails to the list’s subscribers. API reserves the right to suspend the E-Newsletter servicein the event Client uses E-Newsletterfor spamming. API covenants with the Client to never purposefully use or disclose the contents of the Client’s email list. Client acknowledges that the E-Newsletter service is dependent on third party email campaign systems for delivery of the email and that API has no control over the disposition of the emails once they are sent to the email campaign system for distribution.
Client agrees to comply with the CAN-SPAM Act of 2003 including but not limited to the following requirements: Each email will include an obvious and functional opt-out or unsubscribe link. Client agrees to discontinue sending email to a recipient who has opted out or unsubscribed from your mailing list. Client agrees to immediately honor opt-out and unsubscribe requests, include postal address in all emails, indicate if the email is an advertisement, use descriptive subject headings. Client further agrees that at least one of the following conditions will be met by all emails sent over the email newsletter system: (a) Verify the recipient has subscribed to your mailing (b) has a current business or personal relationship with you or your firm, or (c) verify the recipient has inquired about Client’s offerings.
AdvisorVault Service Terms
Client agrees and acknowledges that setup of clients and upload of client files and data into AdvisorVault is the responsibility of the Client. Client agrees that AdvisorVault integrations with third-party applications requires Client to maintain active licenses with the third-party application providers, and enter all information needed to make the integrations operational.
Social Media Dashboard Terms
Client acknowledges that due to the nature of Social Media Networks (Facebook, LinkedIn, Twitter, etc..) integrations with API’s Services may not function reliably and may require Client’s intervention to activate periodically, in addition, interfaces may fail due to changes in the Social Media Network software that requires API to modify software, resulting in some period of downtime in the integration with a particular Social Media Network.
Quarterly Market Summary Terms and Transcripts And Slides of A4A Webinars Terms
Client acknowledges that they are solely responsible for any FINRA review of this product and its content. Client agrees that a Copyright notice in the name of Advisor Products shall accompany the report when reproduced. Client accepts all responsibility for disclosing that the Slide Presentations are based on information provided by a third party.
API permits Client to alter, rebrand and reuse QMS, as well A4A transcripts and slides. Client acknowledges that the FINRA review of QMS is provided on use of QMS in its entirety only, and use of selective slides QMS voids the validity of FINRA’s review.
Client acknowledges that A4A slides and transcripts are NOT submitted for review by FINRA.
Client acknowledges that the text provided in QMS and in the A4A transcripts and slides could be deemed “duplicate content” by search engines and affect search engine rankings negatively, if not altered by Client when publishing on the Internet.
Compliant Email and Website
Client acknowledges Compliant Email and Website service requires an existing SMARSH or Global Relay account and that Client must provide an email address at SMARSH or Global Relay that will be the repository for the archives of emails sent from Constant Contact. Client acknowledges and understands that Constant Contact will send the emails to be archived directly to SMARSH or Global Relay. Client acknowledges that they assume responsibility for verifying the ongoing operation of the Compliant Email archiving service. Client accepts that API assumes no responsibility nor liability in the use, function, operation or maintenance of the Compliant Email archiving service.
Client acknowledges that the sample disclosure provided by Advisor Products does not alter Client’s responsibility for proper disclosure in Client’s use of API content.