Subscriber's Agreement  
 

Retirement Planning Center

Single End-User Website License Agreement

THIS IS A LEGALLY BINDING CONTRACT. READ THE TERMS OF THIS SINGLE END-USER WEBSITE LICENSE AGREEMENT ("LICENSE AGREEMENT") CAREFULLY BEFORE USING THE WEBSITE. BY USING THE WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU SHALL NOT USE THE WEBSITE.

1. Definitions

Retirement Planning Center shall be referred to as the "Licensor." "Use" shall have the meaning stated in Section 4(a) of this License Agreement. The term "Website" refers to the Retirement Planning Center and includes all data downloaded or accessed using the Website, as well as any user documentation. The term "Plan" refers to the work-product generated by your Use of the Website. The term "Registration" refers to the online registration agreement required to be completed by you prior to your Use of the Website.

2. Registration

By clicking on the [Accept] button, you are agreeing to use the Service in a manner consistent with the Terms and Conditions of this Agreement. By using this Website, you warrant that you have completed the required online registration, that you, as registrant, intend to be the site user, that you will comply with the terms and conditions of this License Agreement, and that you will not knowingly use any portion of the Website for a purpose that is not allowed under this License Agreement. Passwords and usernames will not be provided to non-registered users.

3. License

Licensor grants you a non-exclusive, non-transferable license to use the Website for your business purposes upon payment of a subscription fee.

(a) Authorized Use. "Use" means storing, loading, installing, executing, or displaying the Website for your business use.
(b) Restrictions on Use. In addition to all other terms and conditions in this License Agreement, you may not:

  • (i) copy, distribute, rent, lease, or sublicense all or any portion of the Website;
  • (ii) modify the Website or create derivative works based upon the Website;
  • (iii) publicly display visual output of the Website except that you and your representatives may provide Plan information and related data generated from the Website to current and prospective customers
  • (iv) reverse engineer, decompile, or disassemble the Website, or otherwise reduce the Website to a human-perceivable form; or
  • (v) alter or modify printed or end materials in any way. You are not permitted to allow any unaffiliated third parties to access, use, or support the Website. Notwithstanding the foregoing, you and your representatives may provide Plan information and related data generated from the Website to current and prospective customers.

  • (c) Ownership. This Website is licensed and not sold to you by Licensor. Licensor owns all copyright, trade secret, patent, and other intellectual property and proprietary rights in the Website. Your license confers no title or ownership in the Website and is not a sale of any rights in the Website. Rather, you have a license to Use the Website as long as this License Agreement remains in full force and effect. Any other use of the Website by any person, business, corporation, government organization, or any other entity is strictly forbidden and is a breach of this License Agreement.

    4. Copyright

    The Website contains material that is protected by United States Copyright Law and Trade Secret Law, and by international treaty provisions. The Website also contains Third Party copyrighted material which Licensor has permitted to be included and is included in these protections. All rights not granted to you herein are expressly reserved by Licensor or Third Party. You may not remove any proprietary notice of Licensor or Third Party from any copy of the Website. As between you and the Licensor, all data, information, and content supplied by you for inclusion in the Website ("Company Content") shall remain your sole and exclusive property, including, without limitation, all copyrights, service marks, trademarks, patents, trade secrets, and any other proprietary rights. It is further understood and agreed that as between you and Licensor all data and information respecting or pertaining to your clients and customers, including, without limitation, their names, addresses, social security numbers, telephone numbers, e-mail addresses, account/policy/contract numbers, net worth, salaries, employers, and all other nonpublic personal information, ("Company Client Information"), whether provided to Licensor by you or collected by Licensor through the Website, is your confidential and proprietary property. Nothing in this Agreement shall be construed to grant Licensor any ownership right in or license to the Company Content or Company Client Information.

    5. Confidentiality

    You acknowledge that the Website contains proprietary trade secrets of Licensor and you hereby agree to make reasonable efforts to maintain the confidentiality of the Website. Licensor acknowledges that the Company Content consists of confidential and proprietary information, data, and technology that are your trade secrets and exclusive property ("Company Trade Secrets"). Licensor acknowledges that Company Client Information and Company Trade Secrets included in Company Content shall remain your confidential and proprietary property.

    6. Privacy

    In the course of Licensor providing you with the services described in this Agreement, you provide Licensor with access to Company Client Information. In view of the foregoing Licensor and you agree that:

  • (i) Licensor will not disclose Company Client Information to any third parties, except consultants and subcontractors whom Licensor has approved for the performance of services under this Agreement.  Access to Customer Client Information will be limited to Licensor's authorized employees whose use or access is necessary to provide the services under this Agreement.
  • (ii) Licensor will only use Company Client Information for the performance of the services Licensor has agreed to perform under this Agreement and for no other purpose.
  • (iii) Licensor will use reasonable electronic and physical means to safeguard Company Client Information and to keep it secure and free from unauthorized access and use. Further, Licensor will protect Company Client Information from anticipated threats or hazards to the security or integrity of such information.
  • (iv) Licensor understands and agrees that the above statements have to be true and correct throughout the period during which Licensor is providing services to you and that these obligations will survive termination of this Agreement.
  • 7. Warranties

    (a) Licensor represents and warrants to you that Licensor has and will have (through ownership, license from a third party licensor, or otherwise) throughout the term of this Agreement the patents, trademarks, and copyrights necessary to enable Licensor to operate the Website and that Licensor is not now, nor will be during the term of the Agreement, in default under any such license. Licensor will not use any software or hardware during the term of the Agreement that may cause you to be charged with infringement upon or any violation of the rights of any owner thereof.
    (b) If any Licensor software or third party software (collectively "Licensed Materials") is, in the sole reasonable opinion of Licensor, likely to or does become the subject of any action for infringement against Licensor and/or you, Licensor shall, at its sole expense, obtain all rights necessary to continue operating the Website for your benefit as contemplated by this Agreement.
    (c) Licensor represents and warrants that all content provided by Licensor to the Website ("RPC Content") will not:

  • (i) contain any language or material that is reasonably considered to be obscene, pornographic, libelous, slanderous, defamatory, offensive, abusive, harassing, or threatening under applicable law;
  • (ii) violate or infringe in any material respect upon, or give rise to any claim with respect to, any copyright, patent, trade secret, trademark, literary, dramatic, comedic, motion picture, musical, or photoplay right, right of privacy or publicity of any person, firm, or corporation;
  • (iii) be based upon confidential or proprietary information or trade secrets obtained or derived by Licensor from sources other than you unless Licensor received specific authorization in writing to use such information or secrets; or
  • (iv) violate in any material respect any applicable law, statute, or ordinance.
  • (d) Licensor represents, warrants, and covenants to you that Licensor will take commercially reasonable measures to ensure that the Website does not contain and/or will not transmit to your website or computer network (collectively "Computer Network") any virus, worm, trap door, back door, or any other contaminant or disabling devices including, but not limited to, timer, clock, counter, or other limiting routines, codes, commands, or instructions ("Harmful Code") that may be used to access, alter, delete, or damage or disable your data, information, or other property. In the event that Licensor introduces Harmful Code into your Computer Network, then Licensor shall at no cost to you:
  • (i) take immediate efforts to remove Harmful Code from the Website; and
  • (ii) restore to the fullest extent possible any and all data lost by you, as applicable, as a result of such Harmful Code.
  • (e) Licensor warrants that the information provided is accurate and that Licensor will provide notification and updates when changes affecting the information are made. Licensor will be liable for and indemnify you for any incorrect information provided by Licensor or the Website.

    8. Limited Warranty

    EXCEPT AS PROVIDED IN THIS AGREEMENT THE WEBSITE IS FURNISHED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING THE WARRANTY OF DESIGN, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND WITHOUT WARRANTY AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE WEBSITE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WEBSITE IS ASSUMED BY YOU.

    9. Limitation of Liability

    IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE WEBSITE OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE REFUNDABLE REGISTRATION FEE PAID BY YOU FOR THE WEBSITE.
    THE FOREGOING LIMITATION ON LIABILITY AND REMEDIES SHALL NOT APPLY TO LICENSOR'S INDEMNIFICATION OBLIGATIONS HEREUNDER OR DAMAGES OR LOSSES ARISING FROM LICENSORíS WILLFUL MISCONDUCT, INACCURACIES IN TAX INFORMATION, OR THOSE SITUATIONS DESCRIBED IN SECTION 8(D) OF THIS AGREEMENT.

    10. Indemnification

    (a) Licensor hereby agrees to indemnify, defend, and hold harmless you, and your officers, directors, employees, and agents (collectively, the "Indemnities"), from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, reasonable attorneys' fees and expenses, which shall be asserted against, imposed upon or incurred by the Indemnities or any member thereof, directly or indirectly, or in any way attributable to any claim, judgment, or adjudication that your Use of the Website including, without limitation, RPC Content and Licensed Materials:

  • (1) infringe any patent, copyright, trademark, trade secret, rights of publicity or privacy, or any other intellectual property or proprietary right of any third party; or
  • (2) are libelous or slanderous.
  • (b) You agree to indemnify, defend, and hold harmless RPC, its subsidiaries and affiliates, and the officers, directors, employees, and agents of RPC and its subsidiaries and affiliates, from and against any and all claims, liabilities, damages, consequential damages, losses, or expenses, including attorneys' fees and costs, arising out of or in any way connected with problems related to Website download or with printed output not producing data or information in the same manner or appearance as on the Website.
    You are responsible for adjusting printer settings to produce printed output identical to that of the Website.
    In addition, you are responsible for adjusting the cache settings on your browser to ensure you are receiving the most recent information.
    (c) If the Website or RPC Content, is in the reasonable opinion of Licensor, likely to or does become the subject of any action for infringement, Licensor shall, at Licensor's sole expense and your election:
  • (1) Procure for you the right to continue Use of the Website as contemplated by this agreement, or;
  • (2) Replace or modify the infringing materials to make them non-infringing, provided that the modifications or substitutions will not materially and adversely affect the performance of such Website or lessen its utility to you (as reasonably determined by you).
  • 11. Export Restrictions

    This License Agreement is expressly made subject to any laws, regulations, orders or other restrictions on the export from the United States of America of the Website or information about such Website that may be imposed from time to time by the government of the United States of America.
    You shall not export the Website or information about the Website without the consent of Licensor and in compliance with such laws, regulations, orders, or other restrictions.

    12. Termination

    This License Agreement is effective until terminated by either party upon thirty (30) days written notice to the other party. You may terminate this License Agreement at any time. Licensor may terminate this License Agreement and/or terminate your Use of the Website at will and for any reason, including, but not limited to, if Licensor finds that you have breached any of the terms of this License Agreement. Licensor is permitted the right to monitor your Use of the Website at all times and may audit your Use of the Website by providing no less than five (5) days prior written notice of its intention to conduct such an audit at your facilities during normal business hours. Upon notification of termination, Licensor may terminate your Use of the website, including but not limited to disabling login privileges. All provisions relating to administrative services, confidentiality, indemnification, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this License Agreement. If such termination occurs before the expiration of your subscription, a refund for the unused portion will be made to you.

    13. U.S. Government Restricted Rights

    The Website is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Website clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Website-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is

                    EBG Systems, Inc.
                    3525 West Peterson Avenue
                    Suite 324
                    Chicago, IL 60659

    14. General

    This License Agreement shall be construed, interpreted, and governed by the laws of the State of Illinois without regard to conflicts of law provisions thereof. The exclusive forum for any disputes, claims, or causes of action arising out of or relating to this License Agreement shall be an appropriate federal or state court. This License Agreement and Registration (collectively "License Agreement") shall constitute the entire agreement between the parties hereto.
    No provisions of this Agreement may be modified or amended except by a writing executed by the party sought to be charged with such modification or amendment. Any waiver, modification, or amendment of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably affect the intention of the parties.