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.
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.
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.
Licensor grants you a non-exclusive, non-transferable license to use the Website for your business purposes upon payment of a subscription fee.
(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
(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.
(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:
(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.
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.
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
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.
(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
(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
(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
(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:
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
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.
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
(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
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
Chicago, IL 60659
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.