YOUR USE OF THIS SERVICE AND ANY OF ITS CONTENTS MADE AVAILABLE TO YOU HEREUNDER, INCLUDING BUT NOT LIMITED TO, ANY TEXT, DATA, INFORMATION, MATERIALS, SOFTWARE, AND GRAPHICS CONTAINED OR PROVIDED THROUGH IT IN ANY FORM OR MEDIA AND ALL SERVICES THAT MAY BE PROVIDED IN CONJUNCTION WITH IT (ALL SUCH INFORMATION, MATERIALS AND SERVICES, COLLECTIVELY REFERRED TO HEREIN AS THE “SERVICE”) IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT (“AGREEMENT”). BY SUBSCRIBING TO THE SERVICE, USING THE SERVICE IN ANY WAY, OR ACCEPTING ANY RELATED SERVICES FROM DTC, YOU AGREE THAT YOU: (1) HAVE READ AND UNDERSTAND THIS AGREEMENT, (2) HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO IT; AND (3) HAVE AGREED TO BE AND ARE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
DTC may change the terms and conditions of this Agreement at any time. A notification of any such change(s), as well as the revised Agreement itself, will be posted in the “Your Information,” “Help”, and/or “Terms of Service” sections. You will be responsible for regularly checking such sections and for reviewing any changes to the Agreement. By using the Service after any such changes take place, you signify your acceptance of the change(s) and your agreement to be bound by them.
- Use of this Service.
Subject to the terms of this Agreement, DTC grants you a revocable, non-transferable, non-exclusive right to use those portions of the Service, to which you are granted access, as follows:
- your commercial use in optimizing mutual fund and ETF selections and recommendations to clients only within your investment-related business and/or that of the securities brokerage firm and/or RIA firm within which you are employed and/or serve as an registered representative and/or investment adviser representative (IAR) and not for any use other than that for, by, or on behalf of yourself and/or any other person or entity; and,
- Your commercial use, shall include:
- the selection and ongoing monitoring of mutual fund and ETF choices to be included in the pool of investment choices offered customers and/or clients by you and/or the securities brokerage firm and/or RIA firm within which you are employed and/or serve as an registered representative and/or IAR;
- the construction of model portfolios offered only to your customers and/or clients and/or the customers of the securities brokerage firm within which you are employed and/or serve as an registered representative and/or clients of the RIA firm within which you are employed and/or serve as an IAR;
iii. the customization of mutual fund and ETF recommendations to your individual investor customers and/or clients and/or those of the securities brokerage firm and/or RIA firm within which you are employed and/or serve as an registered representative and/or IAR; and,
- the competitive recruitment of customers and clients by you and/or the securities brokerage firm and/or RIA firm within which you are employed and/or serve as an registered representative and/or IAR.
- Your commercial use, shall not include:
- use of the Service in the construction of model portfolios to be offered to other securities brokerage firms and/or RIA firm, whether by you and/or in collaboration with others, or to customers and clients other than to the customers and/or clients of the securities brokerage firm within which you are employed and/or serve as an registered representative and/or clients of the RIA firm within which you are employed and/or serve as an IAR;
- use of the Service in performing protective reviews of investment choice lineups within 401(k) plans and/or 403(b) plans, for plans that are not already 3(21) or 3(38) investment advisory clients of you or the RIA firm within which you are employed and/or serve as an IAR; and,
iii. any other use outside of your personal securities brokerage and/or investment advisory business and/or that of the securities brokerage firm within which you are employed and/or serve as an registered representative and/or clients of the RIA firm within which you are employed and/or serve as an IAR.
These uses of the Service are reserved by DTC and are being made available through special arrangements with and through affiliated RIA firms. If you and/or the RIA firm with which you are associated as an employee and/or IAR wish to perform these services, please contact DTC to make separate arrangements through which to do so.
To eliminate any potential confusion about this, you may not permit use of the Service by, or provide your log in / authentication credentials to, any other person(s) and/or entity(ies) for any purpose(s) whatsoever. If you suspect that your login / authentication credentials have been stolen and/or are being used in violation of this Agreement, you must promptly notify us and provide all information available to you and as may be requested by us. A breach of these requirements will subject you to a termination of the Service without refund of any fees paid.
Additional prohibited uses of the Service and information obtained through its use include, but are not limited to:
- Use by a salesperson or employee of a service provider firm, such as a recordkeeper, mutual fund or ETF company in printing, producing, or preparing information, including analyses and/or reports and delivering them to investment advisors, securities brokers, or other investment professionals outside of the entity in which the user is employed and/or serves as an investment advisor representative and/or registered representative;
- Use of information obtained or extracted from the Service as a part of a general mailing or other mass communications, such as (but not limited to) advertisements;
- Use of information obtained or extracted from the Service as part of a third-party Website, newsletter, blog, or other publication; or
- Modifying, copying, or extracting information from the Service for external use in third-party materials, including but not limited to sales and marketing materials, reports, charts, tables, graphs, spreadsheets, and similar documents and materials.
You warrant to DTC that you will not use the Service for any purpose that is unlawful, in violation of any rule or regulation of any governmental agency and/or SRO, or prohibited by this Agreement and you will comply with any applicable local, state, national, or international laws or regulations when using the Service.
DTC’s ProRRTSM Service is principally designed for “Securities Professionals,” as defined herein. Notwithstanding the above listing of permitted uses of the Service, if you are not a “Securities Professional,” then, in addition to any other restrictions contained herein, you may not use any of the information from the Service to provide investment advice or recommend investments, products or investment-related services to any third party. You may use the Service solely for your own personal investing or educational purposes and not in connection with any commercial activity and/or service nor in connection with advising third parties, or buying, selling, or trading securities for or on behalf of third parties. A “Securities Professional” means a person who: (i) acts as a broker or dealer in the purchase or sale of securities or is registered or qualified in any capacity under any federal or state securities or commodities trading law, rule, or regulation or the rules or regulations of any securities or commodities exchange, market, association, or SRO (such as FINRA); (ii) falls within the definitions of “investment banker” as that term is defined in the Investment Company Act of 1940; or (iii) is engaged in the business of managing or directing a fund or portfolio of assets (that includes negotiable financial instruments) owned principally by third parties (i.e., persons or entities other than the user).
Use of the Service is intended only for citizens or residents of the United States and its territories.
Subject to the terms of this Agreement, you may download or print hard copies of pages or reports from the Service or portions thereof but only in connection with your authorized and permitted uses of the services as provided in this Agreement. Any such downloads/hard copies must at a minimum contain the following notice: “Copyright © 2021 Decision Technologies Corporation. All rights reserved.”
Except as expressly set forth in this Agreement, you may not modify, copy, distribute, disclose, retransmit, sublicense, sell, publish, broadcast, or circulate the Service, your user name and/or security codes and access to it, or any portion of it (including, but not limited to, any download or printed copies made from it, other than to your personal securities brokerage customers and/or investment advisory clients, and/or those of the securities brokerage firm within which you are employed and/or serve as an registered representative and/or clients of the RIA firm within which you are employed and/or serve as an IAR) without DTC’s prior written consent. You agree that any information obtained through use of the Service shall not be copied or distributed to any third party, and you agree that you will not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, reverse-engineer, export, sublicense, rent, sell, or otherwise use or attempt to use any portion of the Service and/or DTC’s technology and/or intellectual property for any purpose(s) not expressly authorized in this Agreement.
Actual or attempted unauthorized use of the Service may result in criminal or civil prosecution. For your protection and other legal purposes, DTC reserves the right to view, monitor, and record activity regarding use of the Service without notice or permission from you or any other user. Any information obtained by monitoring, reviewing, or recording is subject to review by DTC, regulators, and/or law enforcement organizations in connection with investigation or prosecution of possible violation of the terms of this Agreement and with regard to possible criminal activity related to use of the Service. DTC will also comply with all court orders involving requests for such information.
Anything in this Section 1 to the contrary notwithstanding, informing others of the existence of this Service, the decision-assistance technology upon which it is built, and/or of their ability to similarly license it for their own authorized commercial use, will not be considered a prohibited use even though you may receive a referral fee from DTC as a result of such introductions.
- Beta and Trial Use.
If DTC grants you the right to use the Service on a trial, evaluation, beta or other free-of-charge basis (“Temporary Evaluation of Service License,” hereinafter referred to as “TESL”), you may only use the TESL on a temporary basis for the period limited by the license key or specified by DTC in writing. If there is no period identified, such use is limited to 30 days after the TESL is made available to you or such shorter or longer time as DTC may determine, in its sole discretion. If you fail to stop using the TESL by the end of the trial period, you may be invoiced for its then current annual subscription price and agree to pay such invoice. DTC, in its discretion, may stop providing the TESL at any time, at which point you will no longer have access to any related data, information, and files and must immediately cease using the TESL. The TESL may not have been subject to DTC’s usual testing and quality assurance processes and may contain bugs, errors, or other issues. DTC provides the TESL “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues, and DTC will not have any liability relating to your use of the TESL.
- DTC’s Intellectual Property Ownership.
You acknowledge and agree that the Service (including, without limitation, all information contained in or associated with it) is owned by DTC and/or its third-party content providers (“Content Providers”) and is protected by international copyright, U.S. Patent, and other intellectual property laws. Specifically, DTC or its content providers are the sole owner(s) of the content of the Service and the information produced from its use, including any adaptations or copies thereof, and any associated intellectual property rights. DTC and its content providers claim U.S. and foreign patents and copyright ownership with respect to the Service, contents of the Service, the technologies upon which it is based, and the information produced through its use.
All information and other material contained in and/or produced through the use of the Service, unless otherwise indicated, are protected by law including, but not limited to, United States patent, copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, DTC does not grant any express or implied right to you under any patent(s), copyright(s), trademark(s), or trade secret(s). Accordingly, unauthorized use of the Service may violate patent, copyright, trademark, trade secret, and other similar and/or related laws, including the laws of privacy and publicity, and other regulations and statutes.
You further acknowledge and agree that the Service contains certain proprietary data and information of DTC and its Content Providers, that you will not use these data or information for any unlawful or unauthorized purpose, and that you will use reasonable efforts to protect them from illicit distribution or use. Each Content Provider is a third-party beneficiary of this Agreement to the extent necessary to enable it to enforce its proprietary rights in the data and the applicable use restrictions contained in this Agreement.
Moreover, you agree to not use, nor allow any third party to use, any information you receive from and through your use of the Service, including instructional materials and knowledge, in any way detrimental to DTC, including, but not limited to any use that would result in the information being used to directly or indirectly compete with DTC, whether by you and/or by any third party. You acknowledge that this prohibition is intended to prevent you, and/or any third party, whether or not in any way associated with and/or acting in concert with you, from unfairly participating in any competitive activities such as, but not limited to: (a) the disassembling, decompiling, or reverse engineering, including any attempt thereto, of any software, technology, or data provided or revealed through your use of the Service; (b) the unauthorized distribution of any information received from your use of the service, and the removing of any copyright notice, trademark notice, service mark notice, patent and/or patent-pending notice, and/or other proprietary legend set forth on or contained within any of the information you may receive from any use of the Service; and (c) developing or assisting any persons or entities in the development of any programs, technologies, processes, support services or methodologies similar to those offered by DTC hereunder.
DTC and all other names, logos, and icons identifying DTC’s products and services are proprietary marks of DTC, and any use of such marks without the express written permission of DTC is strictly prohibited. Other product and company names mentioned in this User Agreement, if any, are the trademarks of their respective owners. You will not use or allow any third party to use any of DTC’s marks, including but not limited to the foregoing, without DTC’s prior express written consent. All marks not owned by DTC are the property of their respective owners.
- Disclosure and Assignment of Inventions to DTC.
You agree to promptly disclose in confidence to DTC all Inventions related to Service, or to any functional, structural or other aspect of DTC’s decision-assistance technology including, without limitation, any potential applications of the same within the financial services industry and/or other industries and circumstances in which there are too many choices and too much information that you make or conceive or first reduce to practice or create, either alone or jointly with others, and whether or not such Inventions are patentable, copyrightable or protectable as trade secrets. For purposes of this Agreement, “Inventions” means without limitation, formulas, algorithms, processes, techniques, concepts, designs, developments, technology, ideas, patentable and unpatentable inventions and discoveries, copyrights and works of authorship in any media now known or hereafter invented, patents, trade and service marks, logos, corporate names and other source indicators and the good will of any business symbolized thereby, trade secrets, know-how, confidential and proprietary information, documents, analyses, research and lists (including current and potential user lists) and all applications and registrations and recordings, improvements and licenses. You agree that all Inventions, will be the sole and exclusive property of DTC, and you agree to and hereby irrevocably assign all such Inventions to DTC.
You acknowledge and agree that any copyrightable works prepared by you, either alone or jointly with others, within the scope of coverage described in the above paragraph (both in a temporal and circumstantial sense) will be considered to be authored by or on behalf of DTC and that DTC will be the exclusive owner of such copyrightable works and you agree to and do hereby assign to DTC all right, title and interest in and to said work(s) and the related copyright(s). To the extent that the above provisions ever prove to be invalid and/or unenforceable, you agree to and hereby grant DTC a non-exclusive, royalty-free, irrevocable, perpetual, worldwide, sublicensable and assignable license to make, have made, copy, modify, make derivative works of, use, publicly perform, display or otherwise distribute any such copyrightable and/or patentable works you create, in perpetuity.
- Disclaimer of Warranties.
THIS SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS. DTC AND ITS CONTENT PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE.
NEITHER DTC NOR ANY OF ITS CONTENT PROVIDERS WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE.
NEITHER DTC NOR ANY OF ITS CONTENT PROVIDERS SHALL BE CONSIDERED AN “EXPERT” UNDER THE SECURITIES ACT OF 1933. NEITHER DTC NOR ANY OF ITS CONTENT PROVIDERS WARRANT THAT THE SERVICE OR ANY PORTION OF IT COMPLIES WITH THE REQUIREMENTS OF ANY REGULATORY AGENCY OR ORGANIZATION OR WITH THE SECURITIES LAWS OF ANY JURISDICTION. DTC HAS NO DIRECT OBLIGATION WITH RESPECT TO REGULATORY COMPLIANCE AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITY ASSOCIATED WITH REGULATORY COMPLIANCE.
Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply in all cases.
- No Investment Recommendations or Investment Advice.
The information in and produced through use of the Service is not and should not be considered to be investment advice or a recommendation, offer, endorsement, or solicitation of or for any investment advisor, investment manager, ETF, mutual fund, or other investment professional, firm or its services or products, nor is it nor should it be considered a solicitation to purchase or sell any security or investment product or service, as no security or investment and/or product is being recommended, offered, or sold through this Servicer to any person. Further, the Service is not intended to provide fiduciary advice or compliance guarantees as the same are today, or may in the future be, defined under the laws, statutes, rules or regulations of the U.S. Securities and Exchange Commission, the U.S. Department of Labor, or any other state, federal, or other regulatory agency or entity. All financial and investment-related information contained in and produced through use of the Service, as well as any reference materials or links to other Web sites, are for general informational and research purposes only, and are not intended to be relied upon for transactional or other purposes.
ALL INVESTING INVOLVES THE RISK OF LOSS, AND THE PAST PERFORMANCE OF ANY SECURITY, MUTUAL FUND, ETF OR INVESTMENT MANAGER IS NO GUARANTEE OF FUTURE PERFORMANCE. NEITHER DTC NOR ANY OF ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR YOUR INVESTMENT DECISIONS AND/OR RECOMMENDATIONS, INVESTMENT LOSSES OR OTHER LOSSES SUFFERED BY YOU AND/OR OTHERS, INCLUDING CLIENTS OF THE BROKERAGE AND/OR RIA FIRM WITH WHICH YOU ARE EMPLOYED OR WITH WHICH YOU ARE A REGISTERED REP AND/OR IAR, RESULTING FROM YOUR USE OF THE SERVICE.
DTC does not offer investment-related advice regarding the quality or suitability of any investment or of any mutual fund, ETF, and investment manager and DTC assumes no responsibility for and shall not have any liability for any investment decisions made or actions taken by you in reliance upon information produced through your use of the Service.
- Limitation of Liability.
NEITHER DTC NOR ANY OF ITS CONTENT PROVIDERS NOR ANY PERSON OR ENTITY THROUGH WHOM DTC MAKES THE SERVICE AVAILABLE SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, OR THE USE OF, OR RELIANCE ON, THE SERVICE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEPT TO THE EXTENT SUCH DAMAGES HAVE NOT BEEN WAIVED UNDER THE TERMS OF THIS AGREEMENT AND ARE EXPLICITLY MANDATED BY APPLICABLE LAW.
ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, AND EXCEPT TO THE EXTENT OTHERWISE EXPLICITLY PROHIBITED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF DTC AND ITS CONTENT PROVIDERS ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE PROVIDED TO YOU, AND YOUR USE OF, OR RELIANCE ON, OR FOR ANY OTHER REASON WHATSOEVER RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUM OF $100.
EXCEPT TO THE EXTENT OTHERWISE EXPLICITLY PROHIBITED BY APPLICABLE LAW, NEITHER DTC NOR ITS CONTENT PROVIDERS SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE FOREGOING, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF DTC OR ITS CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold harmless DTC and its affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses of any kind (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Service, and/or any breach by you of this Agreement or other improper act or omission.
In the event of a third party claim of infringement related to the Service, DTC, in its sole discretion, may, among other possible actions, elect: (i) to procure for you the right to continue to use the Service; (ii) to replace, at DTC’s cost, the Service, or any portion thereof, with a substitute that functions substantially in accordance with the applicable specifications; (iii) to modify the Service so that it does not infringe or misappropriate, provided that the Service, as modified, continues to perform substantially in accordance with the applicable specifications; or (iv) to terminate this Agreement and to pay to you a refund of any prepaid but unearned fees through the remainder of the applicable subscription period. This Section sets forth DTC’s entire obligation to you with respect to any claim of infringement and/or misappropriation.
- User Password.
If you are required to select a password to access or use the Service, you may then modify that password at any time and as often as you like. You may not select any password that violates any third party’s rights or is deemed by DTC, in its offensive, improper, or inappropriate. If DTC determines in its sole discretion that any password you select is inappropriate for any reason, DTC may refuse to acknowledge and accept it, may delete it, and/or otherwise limit or terminate your access to the Service through use of i.
You agree to keep all of your account information up to date, use reasonable means to protect your account information, Username and Password, from use by any other party, and you agree to promptly notify DTC of any known or suspected use of or access to your account by any other party. If you know or believe that your Username or Password are being used by someone other than you, you must notify DTC immediately.
YOUR PASSWORD IS FOR YOUR PERSONAL USE ONLY, AND YOU AGREE TO KEEP IT SECRET AND NOT TO SHARE IT WITH ANYONE (EXCEPT AS EXPRESSLY ALLOWED UNDER THIS AGREEMENT).
YOU ARE RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR ARISING FROM ANY USE OF YOUR PASSWORD, REGARDLESS OF WHETHER YOU AUTHORIZED SUCH USE. YOU MUST PROMPTLY NOTIFY DTC (USING THE E-MAIL ADDRESS LISTED BELOW UNDER “CUSTOMER SERVICE AND PRODUCT SUPPORT”) OF ANY UNAUTHORIZED USE OF YOUR PASSWORD.
- Third-Party Web Sites, Links, and Information.
The Service may contain information, products, and services provided by third parties and links (including advertisements) to Web sites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of this Service. DTC does not control this information or these products, services, or Web sites. Any such Web sites, links to them, and/or information provided by and/or through them have not necessarily been reviewed by DTC and are maintained by third parties over which DTC exercises no control. DTC does not make any representations or warranties, express or implied, regarding this information or these products, services, or Web sites and your use of any such third-party Web sites is at your sole risk. DTC expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on any such third-party Web sites, and/or the safety of your use of them, and DTC shall not be liable for your use of them and/or for any information or services you receive from them. Inclusion of any of the foregoing in conjunction with the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with DTC with respect to any third party, any third party’s Web site or its content, or any information, products, or services provided by a third party.
- Mutual Fund / ETF Performance-Related Information.
All performance-related and other information regarding any mutual fund or ETF is provided by one or more third parties, each being referred to herein as a Content Provider. DTC does not warrant or guarantee the accuracy, completeness, or timeliness of any such information. DTC advises you to always verify that information, using other trusted sources, before making any purchase or sale decisions or otherwise acting upon any of the information obtained through your use of the Service.
- Privacy and Information Made Available by You / Confidential Information.
DTC considers data of any User to be private and offers and operates the Service by using standard procedures to keep any collected information and data confidential, subject to certain exceptions described below.
DTC may share your name and e-mail address with any person(s) or entity through whom or which you have been introduced or are obtaining access to the Service, including realizing a discount or making the purchase of the DTC Service. Additionally, DTC may share your name, address, phone number, e-mail address and related information with DTC’s third-party business affiliates, vendors and partners for the purposes of evaluating enhancements to DTC’s portfolio of products and services that may be appropriate and beneficial to you, including receiving information from authorized third parties.
Except as otherwise expressly provided herein, DTC will keep your information confidential and will not share, rent, distribute, or otherwise disseminate it to third parties outside of DTC or DTC’s directly related affiliates, subcontractors or agents who may provide related goods and services. Notwithstanding the foregoing, DTC reserves the right to use, recognize, record, and share anonymized or aggregated, non-personal information about the usage of its Service in order to continually update and/or enhance the same and/or share that anonymized or aggregated information with third parties, including using the same for marketing and other business development initiatives.
DTC provides web-based analytical and reporting services. DTC reserves the right to modify, upgrade, replace, bundle and/or enhance the Service offered hereunder (“Enhancement”), during the term of this Agreement. Further, DTC reserves the right to collect, aggregate and use information pertaining to the generic investment monitoring activity of your use of the Service for purposes of producing observations, reports or algorithms which will enable DTC to continue to provide timely and upgraded current and new products and services., which uses shall not contain your personal identifiable information (“PII”).
DTC reserves the right to delete and purge your account and all associated data if any of the following occurs: (i) you breach any component of this Agreement; (ii) you cancel your subscription; (iii) DTC cancels your subscription; or (iv) your subscription expires.
DTC reserves the right to place limits on and to monitor your usage of the Service. Any use by you in excess of the limits established by DTC and communicated to you will be grounds for DTC’s restriction of your used of the Service or DTC’s termination of this Agreement, in DTC’s sole discretion.
- Use of DTC Community.
To the extent the Service involves any access to any forum, blog, private message, email or other medium (e.g., a comments section within a video or associated with an article) by which discussions may be facilitated (individually and collectively, the “DTC Community”), you understand and agree that DTC makes no representations or warranties with respect to any such portion of the DTC Community or with respect to any messages, information, or materials contained in it. You acknowledge and agree that your use of, or reliance upon, any such messages, information, or materials is at your sole risk and expense.
DTC does not and cannot review all the information and materials provided in the DTC Community and has no responsibility or liability for any such information or materials or their use. If DTC becomes aware of any information or materials that it determines violate the terms of this Agreement or the DTC Community policies promulgated by DTC from time to time or that DTC otherwise deems inappropriate in its sole discretion, DTC reserves the right to delete, move, or edit any such information or materials.
To the extent that you use the DTC Community, you covenant that you will: (a) comply with the DTC Community policies promulgated by DTC from time to time; (b) be solely responsible for your use of the DTC Community and any messages, information, and materials provided by you or through another user making use of your user ID or account access (which is not authorized and constitutes a material breach of this Agreement); (c) not advertise or offer to sell goods or services of any kind in the DTC Community; and (d) not upload, post, publish, or transmit any messages, information, or materials that (i) restrict or inhibit any other user from accessing, using or enjoying the Service, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, (iv) violate or infringe the rights of DTC or any third party (including but not limited to copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity), (v) constitute or contain false or misleading indications of origin or statements of fact, (vi) contain software or any other commercial materials or information, or (vii) contain any viruses or other harmful component.
By uploading, posting, publishing, or transmitting any messages, information, or materials in connection with the DTC Community, you hereby grant to DTC and its affiliates a royalty-free, worldwide, perpetual, transferable, irrevocable, nonexclusive license (with the right to sublicense) to use, copy, modify, display, publicly perform, distribute, reproduce, and create derivative works of the foregoing in any form, media, software, or technology of any kind now existing or developed in the future, with regard to any such information and/or material.
- Governing Law and Jurisdiction.
This Agreement is governed by and construed in accordance with the laws of the State of Michigan, U.S.A., without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than that of the State of Michigan. You hereby consent to, and agree to bring any and all claims in, the exclusive jurisdiction of the state courts located in Oakland County, Michigan or federal court located in Southeast Michigan for any action or proceeding arising under or relating to this Agreement, the Service, or the use of, or reliance on this Service, whether based in contract or tort or otherwise. Each party expressly waives the right to trial by jury.
- Waiver in General and Waiver of Class Action.
DTC’s failure to insist on strict performance of this User Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by DTC of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
Except as otherwise specifically prohibited by applicable law, all disputes arising from or related to this Agreement, a party’s performance hereunder or any of its acts or omissions (or any of the acts or omissions of any of its agents) will be adjudicated on an individual basis and not in a class or representative action, nor as a member of a class, mass, consolidated or representative action, irrespective of the forum in which they are heard. Any claim asserted by a party hereunder shall not be joined for any purpose with the claim or claims of any other person or entity unless all parties, including DTC, specifically agree to the joinder of individual actions.
- Entire Agreement.
This Agreement constitutes the entire agreement between you and DTC regarding the subject matter hereof and supersedes any and all prior negotiations, representations, warranties, undertakings, or agreements, written or oral, between the parties regarding such subject matter.
You may not assign, sub-license or otherwise transfer your rights, duties or obligations under this Agreement without the express written consent of DTC. DTC may assign this Agreement to any affiliate or other entity in its sole and absolute discretion.
- Export Control.
You shall not distribute, redistribute or otherwise transfer the Service (or any component thereof) or any data derived from or information about DTC’s Service and/or technology (i) into (or to a national or resident of or to the government of) Cuba, Iran, North Korea, Sudan, Syria, Burma (Myanmar), Libya, China, or any country with respect to which the United States maintains trade sanctions prohibiting the shipment or provision of services, goods, technology or software or which DTC may designate; or (ii) to anyone on or acting on behalf of or owned or controlled by an entity on the Specially Designated Nations and Blocked Persons List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (the “SDN List”) or the U.S. Commerce Department’s Denied Persons List or Entities List (collectively with the SDN List, the “U.S. Prohibited Party Lists”).
The headings used in this Agreement are for reference purposes only and will not in any way limit or affect the meaning or interpretation of any of the terms hereof.
To the maximum extent possible, each provision in this Agreement shall be interpreted in such a manner as to be valid and enforceable under applicable law. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be modified so as to be rendered valid and enforceable while implementing, to the maximum extent possible, the original intent of such provision. If such modification is not possible or allowed, then such provision shall be ineffective only to the extent of such unenforceability or invalidity without affecting the remainder of such provision or any other provisions in this Agreement.
- Force Majeure.
You expressly absolve and release DTC from any claim of harm resulting from any cause beyond DTC’s control which affects DTC’s ability to meet any obligations under this Agreement, including without limitation any failure to continuously provide the Service for a given time period, failure of electronic or mechanical equipment or communication lines, telephone or other internet problems, computer viruses, unauthorized access, theft, operator errors, terrorist activity, governmental actions, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, governmental and/or regulatory restrictions, power grid failures or disruptions, or other causes beyond DTC’s control. DTC will use commercially reasonable efforts to resolve connectivity challenges as soon as practicable following any Force Majeure event.
Sections 1-8, 10-22, and 26 will survive the termination or expiration of this Agreement:
- Automatic Renewal of Service.
You may be offered a free trial subscription to the Service and this free trial subscription will normally begin on the date on which DTC accepts your completed registration. Unless cancelled by you or DTC during this trial period, the initial term of your regular paid Service subscription will start immediately after the free trial period ends and will continue for the length of time that you selected when you registered. If you have ever taken a free trial to the Service, you will not be eligible to receive another free trial. Instead, the initial term of your Service subscription will begin immediately upon DTC accepting your registration and your credit card will be charged for the subscription fee associated with the term length you selected when you registered.
In those instances where you subscribe to the Service using a special or introductory offer, unless you notify us that you wish to cancel your Service subscription before the end of its initial term, your Service subscription will automatically renew for the period of time specified in that offer and your credit card will be charged the subscription fee in effect at the time for that subscription term length.
Other than as described elsewhere in this section, unless you notify us that you wish to cancel your Service subscription before the end of its then-current subscription term, your Service subscription will continue to automatically renew for successive terms of the same duration and your credit card will be charged for each such renewal at the subscription fee in effect at the time of that renewal.
- Changes to the Service.
DTC RESERVES THE RIGHT TO CHANGE THE SERVICE AT ANY TIME WITHOUT NOTICE (INCLUDING BUT NOT LIMITED TO ADDING OR REMOVING FEATURES). IF YOU ARE DISSATISFIED WITH ANY SUCH CHANGES, OR IF YOU ARE OTHERWISE DISSATISFIED WITH THE SERVICE (INCLUDING BUT NOT LIMITED TO ITS PERFORMANCE OR AVAILABILITY), YOUR ONLY REMEDY IS TO CANCEL YOUR SUBSCRIPTION, AS SET FORTH BELOW.
- Charges and Billing Practices.
Service subscription fees on credit-card transactions are authorized immediately, but not actually processed until any applicable limited time free trial or currently existing subscription or billing period has expired. Subscription fees will be based upon the subscription rates in effect at the start of each subscription term and apply whether or not you actually used the Service during the prior term.
It is important to understand that, if you elect an annual subscription for which you are being allowed to pay in monthly installments, you are agreeing that your credit card be automatically charged for that monthly amount, each month, for the full annual term. Once the term begins and the first monthly amount is charged, you agree that you will be legally obligated for payment of the full annual amount of the subscription. You further agree that, if you cancel the subscription during that annual term, the remaining unpaid balance of the annual subscription fee will be immediately due and payable and will be charged to your credit card. In the event of non-payment of any monthly installment, DTC shall have the right to discontinue Service to you and to collect to full remaining amount of the annual subscription fee as well as DTC’s costs of collection and reasonable attorney fees. All subscription fees are for access to the Service and are due and payable whether or not you use the Service.
DTC reserves the right to change the fees it charges for the Service, or features offered in connection with the Service at any time. These sorts of changes include, but are not limited to, adding fees for new/optional products, services, and/or functionality, and/or modifying fees for the base Service in general or as a whole. By using any new product, services, feature or functionality with which there are associated fees, you agree to pay those fees. To prevent any potential confusion, if DTC increases the base Service subscription fee at some point during your then-current subscription term, that increased fee will only apply to you upon the next renewal, if any, of your Service subscription.
Subscription fees and all other fees and charges associated with your Service subscription (including, but not limited to, any applicable federal, state, and local taxes) will be billed automatically to the credit card you provide when registering for the Service (“your credit card”). If your credit card is a VISA or MasterCard and the number or expiration date for your credit card changes for any reason (for instance, you get a new number because your old card expired, was stolen, etc.), that updated information may be automatically passed on from your credit card issuer to DTC, and if we do receive such information, it will be treated by DTC as if it were originally furnished by you. To learn more about this pass-along service being provided by your credit card issuer, please contact it directly.
While you are a Subscriber, you must promptly notify DTC if any information you provided to us related to your credit card — for instance, your billing address — changes or is no longer valid for any reason. To notify DTC, please email us at: firstname.lastname@example.org. Absent such notification, DTC will assume that all information related to your credit card remains valid and will submit to the card processor all information that it requires for approval, both when you initially subscribe and, if applicable, upon the commencement of any renewal of that subscription. If any subscription fees or other charges billed to your credit card are declined for any reason, DTC shall have the right to suspend your subscription until such subscription fees or other charges are paid in full.
You agree to pay all costs (including attorneys’ fees) incurred by DTC in enforcing this Agreement and in collecting any unpaid subscription fees or other charges from you.
SUBJECT TO THE PROVISIONS OF SECTION 25, ABOVE, YOU MAY CANCEL YOUR SERVICE SUBSCRIPTION AT ANY TIME BY SENDING AN EMAIL TO email@example.com OR BY MAILING A CANCELLATION REQUEST TO DECISION TECHNOLOGIEST CORPORATION, 755 WEST BIG BEAVER ROAD, SUITE 150, TROY, MI 48084. IF YOU CANCEL AN ANNUAL SUBSCRIPTION FOR WHICH YOU ARE PAYING MONTHLY, YOU AGREE THAT THE BALANCE OF YOUR ANNUAL SUBSCRIPTION FEE WILL BE IMMEDIATELY DUE AND PAYABLE AND MAY BE CHARGED TO YOUR CREDIT CARD.
IF YOU CANCEL YOUR SUBSCRIPTION BUT REINSTATE THE SUBSCRIPTION AT A LATER DATE, DTC RESERVES THE RIGHT TO CHARGE A REINSTATEMENT / REACTIVATION FEE.
IF YOU CANCEL YOUR SUBSCRIPTION DURING A FREE TRIAL PERIOD, YOU WILL NOT BE RESPONSIBLE FOR THE PAYMENT OF A SUBSCRIPTION FEE. HOWEVER, EXCEPT AS OTHERWISE PROVIDED HEREIN, IF YOU CANCEL YOUR SERVICE SUBSCRIPTION AT ANY TIME AFTER YOUR TRIAL PERIOD EXPIRES, THERE WILL BE NO REFUND OF ANY SUBSCRIPTION FEES PAID BY YOU PRIOR TO YOUR CANCELLATION.
DTC MAY AT ANY TIME IMMEDIATELY CANCEL YOUR SUBSCRIPTION, FOR ANY REASON, WITHOUT PRIOR NOTICE OR LIABILITY. IN THE EVENT DTC ELECTS TO DO SO, THERE WILL BE NO REFUND OF ANY SUBSCRIPTION FEES PAID BY YOU PRIOR TO DTC’S CANCELLATION. DTC MAY ALSO, IN ITS SOLE DISCRETION, CHOOSE NOT TO RENEW YOUR SUBSCRIPTION, WITHOUT NOTICE OR LIABILITY. IN THE EVENT DTC ELECTS TO DO SO, YOUR SUBSCRIPTION WILL CEASE AND WILL NOT AUTOMATICALLY RENEW AT THE END OF YOUR THEN-CURRENT SUBSCRIPTION TERM.
UPON ANY SUCH CANCELLATION, YOU WILL HAVE NO FURTHER RIGHT TO ACCESS OR USE ANY PORTION OF THE SERVICE.
ADDITIONALLY, IF DTC DETERMINES IN ITS SOLE DISCRETION THAT YOU HAVE BREACHED ANY PORTION OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION:
- SHARING YOUR PASSWORD WITH OTHERS, HAVING TOO MANY MULTIPLE DEVICE LOGINS (INDICATING MULTIPLE USERS), AND/OR USE EXCEEDING A SINGLE PERSON’S ESTIMATED NORMAL USAGE; OR
- YOUR USE OF OR ACCESS TO THE SERVICE INHIBITS ANY OTHER SUBSCRIBER(S) FROM USING OR ACCESSING ANY PORTION OF THE SERVICE; OR
- YOUR USE OF THE SERVICE IN ANY WAY OTHER THAN FOR YOUR OWN AUTHORIZED COMMERCIAL USE (AS DESCRIBED ELSEWHERE IN THIS AGREEMENT), AND/OR ALLOWING OR ENABLING ANY OTHERS TO USE THE SERVICE IN COMMERCE AND/OR IN ANY OTHER MANNER THAT CONFERS ANY ECONOMIC OR OTHER BENEFIT ON YOU, THEM, AND/OR OTHERS,
YOU AGREE THAT DTC SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO THE REVENUE OR OTHER ECONOMIC BENEFIT RECEIVED BY YOU AND/OR ANY OTHERS BENEFITING FROM THE SERVICE THROUGH YOU AND/OR BY YOUR ACTIONS AND/OR OMMISSIONS IN BREACH OF THE PROVISIONS OF THIS AGREEMENT.
NONE OF THE FOREGOING SHALL BE DEEMED TO LIMIT, IN ANY WAY WHATESOVER, ANY OTHER LEGAL, EQUITABLE, OR CONTRACTUAL RIGHTS AVAILABLE TO DTC.
DTC RESERVES THE RIGHT TO REMOVE YOUR DATA FROM THE SERVICE UPON YOUR CANCELLATION OF YOUR SUBSCRIPTION OR TERMINATION OF YOUR SUBSCRIPTION BY DTC. DTC RESERVES THE RIGHT AT ANY TIME AND FOR ANY REASON, IN ITS SOLE DISCRETION, TO DENY YOU ACCESS TO THE SERVICE OR ANY PORTION THEREOF AND TO TERMINATE THIS AGREEMENT WITHOUT NOTICE.
- Customer Service and Product Support.
For customer service related to your Service membership (including information regarding registration, billing, and cancellation), or for technical and product support related to your Service membership, please email us at firstname.lastname@example.org.
This Agreement was last updated on 10/3/2023