Last Modified: November 29, 2019
Accessing the Website and Account Security. We reserve the right to withdraw or amend the Website, Services or Content (as hereinafter defined) that we provide on the Website, in our sole discretion, without notice, unless otherwise provided in a written agreement. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period.
You are responsible for:
- Making all arrangements necessary for you to have access to the Website.
If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as strictly confidential and not disclose it to any other Person. You also acknowledge and stipulate that your Accounts are personal to you and agree not to provide any other Person, directly or indirectly, with access to your Accounts or any other Service or portion of the Website using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security, and you acknowledge and agree that we will not be responsible for any loss or damage of any kind, whether tangible or intangible, that results or arises from or relates to unauthorized access or your failure to notify us promptly and without delay of such unauthorized access. You also agree to ensure that you exit from your Accounts at the end of each session. You should use particular caution when accessing your Accounts from a public or shared computer so that others are not able to view or record your password or other Account information.
You also agree not to use the Website:
- In any way that violates any applicable federal, state, local or international law, statute, code, act or regulation (including, without limitation, any of the foregoing related to the export of data or software to and from the United States or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate information, data and/or content, asking for personally identifiable information or otherwise.
- To transmit or procure the sending of any advertising or promotional material, including any “junk mail”, “chain letter” or “spam”, or any other similar solicitation.
- To impersonate or attempt to impersonate AX, an AX employee or representative, another user or any other Person (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm or threaten to harm AX or users of the Website, or may expose or threaten to expose them to liability.
Additionally, you agree not to:
- Provide false or inaccurate information, data or content to create a user account or profile/listing.
- Use the Website in any manner that could disable, overburden, damage or impair the Website, or interfere with another user’s use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider or other automatic device, process or means, or any manual process, to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any device, software or routine that interferes with the proper working of the Website.
- Introduce any viruses, Trojan horses, malware, worms, sniping software, logic bombs or other material which is or could be malicious or technologically harmful.
- Obtain or attempt to obtain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored or any server, computer or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere or interfere with the proper working of the Website.
Intellectual Property. The Website and all information, data and/or content that you see, hear or otherwise experience on or through the use of the Website (the “Content”) belongs to AX, its affiliates, contributors or third parties and may be protected by U.S. and international copyright, trademark, intellectual property and other laws. AX’s name, the term “AdviserXchange” and all related names, logos, product and service names, designs and slogans are trademarks of AX or its affiliates or licensors. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners. If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by any end user license agreement for such applications, as applicable. Also, if we provide social media features with certain content, you may take such actions as are enabled by such features.
The Content of the Website, and the Website as a whole, is intended solely for personal, non-commercial use by the users of the Website and Services. Except for Confidential Information (as hereinafter defined) and as otherwise provided herein, you may copy, print, download and store selected portions of the Content, provided that, except as expressly permitted by AX, you (a) only use these copies of the Content for your own personal, non-commercial use, (b) do not copy, reproduce or post the Content on any network computer, or transmit, distribute, publish, display or broadcast the Content in any media, including, without limitation, a website or social media account, and (c) do not alter, modify or create derivative works of the Content in any way, or use, change or delete any copyright or trademark notice. No right, title or interest in any copied, printed, downloaded or stored Content is transferred to you as a result of any such copying, printing, downloading or storing, and all such Content shall remain the property of AX or its owner (if applicable).
Content Not Intended for Distribution or Use Where Prohibited. The Content and other information provided on the Website is not intended for distribution to, or use by, any Person in any jurisdiction or country where such distribution or use would be a violation of or contrary to law or regulation or which would otherwise subject AX or its affiliates to any registration requirement within such jurisdiction or country. By posting any information to the Website or providing us with any other information, data and/or content for use on the Website or otherwise (e.g., without limitation, your business information and any reviews or testimonials), you irrevocably and unconditionally grant us and our licensees, successors and assigns the right to use, reproduce, edit, alter, modify, display, distribute and otherwise disclose to third parties any such material on or through the Website, through any other media channel or in any other manner we choose, in connection with the Services or to fulfill any other purpose for which you provide it. You understand and acknowledge that you are responsible for any information you submit to the Website, and you, and not AX, have full responsibility for the legality, reliability, accuracy, completeness and appropriateness of such information. Information provided must not be deceptive or misrepresent your identity or affiliation with any Person in any way. We reserve the right to remove any such information or other Content posted to the Website for any or no reason, at any time, without prior notice or liability, in our sole discretion.
Neither the Content or other information contained in the Website nor any Service accessed through the use of the Website constitutes a solicitation or offer by AX or its affiliates to buy or sell any securities, futures, options or other financial instruments, or to provide any investment advice or related service. You are advised to seek independent advice from legal, tax or other counsel with respect to any purchase, sale, merger, transfer, combination, joint venture, affiliation, transition, alliance or other transaction involving a business (each, a “Transaction”), or the creation, development, negotiation, documentation and/or implementation of a succession plan for a business (a “Succession Plan”), in any such instance, that you become aware of as a result of your use of the Website, the Services or otherwise. You should not rely solely on opinions from AX or the Website when deciding whether to consummate a Transaction or enter into a Succession Plan or when making any other business, financial or personal decisions; rather, you should seek the advice, counsel and opinion of an experienced person or firm who knows and understands your particular situation and circumstances before taking such actions or making such decisions.
Reliance on Content and Other Information Posted. The Content and other information presented on or through the Website is made available to you solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, any other user of or visitor to the Website or by any other Person who may be informed of any of its Content.
Additionally, AX does not warrant (and you expressly disclaim reliance upon) the accuracy, correctness or reliability of the information, data and/or content posted by AX or any buyer, seller or other user of the Website or Services, or the value, quality or condition of any business disclosed to you by AX, or disclosed, displayed or otherwise described on or through the Website pursuant to the Services or otherwise, the details of any of the representations or statements of AX and such buyers, sellers and other users of the Website, the Services or otherwise, or the transition and retention of clients, client accounts or revenues in connection with or related to the consummation of a Transaction, the entering into of a Succession Plan or any other business transaction that came about or occurred as a direct or indirect result or consequence of your use of the Website, the Services or otherwise.
The Website may also include information, data and/or content provided by third parties that are not owned or controlled by AX (e.g., information, data and/or content independent of the Website or Services), including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other information, data and/or content, other than the Content provided by AX, are solely the opinions and responsibility of the Person providing these materials. These materials do not necessarily reflect the opinion of AX. We are not responsible or liable for, and do not warrant the information, data and/or content or the accuracy or completeness of, any materials provided by any third parties to you or any other third party. You acknowledge and agree that AX shall not be responsible or liable, directly or indirectly, for any damage, liability, cost, expense or other loss of any kind caused or alleged to be caused by or in connection with the use of or reliance on any such information, data and/or content, goods or services available on or through any third-party website or services. We strongly advise you to read fully the terms and conditions and privacy policies of any third party websites that you access or visit or third party services that you obtain or receive.
Obligation to Notify AX; Designated Closing Agent. In addition to and without limitation of any other obligations you may have to AX, whether by contract or otherwise, you hereby covenant and agree: (a) to notify AX in writing at least ten (10) days prior to the expected consummation date of any Transaction and/or the entering into of any Succession Plan between you and another user of the Website or Services or any other Person referred to you, introduced to you or brought to your attention by AX or another user of the Website or that you otherwise became aware of, or that became aware of you, as a direct or indirect result of the Services or other activities of AX or any other user of the Website or Services; and (b) with respect to the closing of any such Transaction and/or the entering into of any such Succession Plan, you will, unless otherwise directed by AX in writing, utilize the services of a closing agent designated by AX at its sole discretion and irrevocably agree that any fees and other obligations due AX will be paid to AX at the time of such closing or consummation and be reflected in the closing or equivalent statement provided by such closing agent. In the event you (i) do not notify AX of such events, (ii) fail to do so within the time provided for herein, (iii) do not or otherwise fail to utilize the services of AX’s designated closing agent, (iv) interfere in any way, directly or indirectly, with AX’s right to receive and collect a fee from you or another user of the Services, (v) evade, ignore or impede AX or its representatives in any way in any investigation of such events (e.g., without limitation, your failure to cooperate with or respond to inquiries from AX during any such investigation) or (vi) provide false, misleading or incorrect information to AX or its representatives, or otherwise misrepresent any facts, in any investigation of such events, you irrevocably covenant and agree that, as liquidated damages (and not as a penalty), you will be liable to and have the duty to pay AX for the full amount of all applicable buy-side fees (as determined by AX in its sole discretion) and any other losses, damages, costs and expenses (including, without limitation, all collection costs, attorneys’ fees, court costs, arbitration costs, arbitrator fees, expert witness fees and investigative costs) paid, accrued or incurred by AX to collect any obligation owing by you hereunder, whether or not paid, accrued or incurred in connection with litigation, arbitration or any other proceeding. With respect to any closing event or activity, you and the other user/party shall each be responsible for (A) the payment of your respective fees and expenses incurred in preparing for and consummating any Transaction and/or the entering into of any Succession Plan; and (B) one-half (1/2) of the costs of the closing agent and any related fees and expenses.
Linking to the Website and Social Media Features. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, affiliation, approval and/or endorsement on our part without our express written consent.
The Website may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain Content on the Website.
- Send e-mails or other communications with certain Content, or links to certain Content, on the Website.
- Cause limited portions of Content on the Website to be displayed, or appear to be displayed, on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the Content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such feature. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Website or portions of it to be displayed, or appear to be displayed, for example, framing, deep linking or in-line linking, on any other website.
- Link to any part of the Website other than the home page.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission immediately without notice.
We may disable all or any social media features and any links at any time without notice to you or other parties in our sole and absolute discretion.
Communications and Notices. AX may utilize e-mail and other communication channels as a means of communicating with you. By providing AX with your contact information when you contact us, create an Account or purchase the Services, you hereby acknowledge and grant AX permission to communicate with you via e-mail, as well as other communication channels (such as by phone, mail or fax), for any purpose, including, without limitation, notices, service announcements and other marketing messages.
Recording of Conversations. You acknowledge and agree that any and all conversations with AX and its Representatives, whether in person or through traditional telephone systems, internet based telephone systems (e.g., without limitation, VoIP systems), cellular telephone systems or any other electronic means of communication (e.g., without limitation, Skype and similar communication systems), may be recorded by AX for quality assurance, training or any other purposes and you hereby absolutely, irrevocably and unconditionally consent to the recording of any and all such conversations.
DISCLAIMER OF WARRANTIES. YOU ASSUME RESPONSIBILITY FOR YOUR USE OF THE WEBSITE, THE SERVICES AND THE CONTENT. AX MAKES NO REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE WEBSITE, THE SERVICES OR THE CONTENT, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE WEBSITE, THE SERVICES OR ANY INFORMATION OR CONTENT CONTAINED THEREIN OR ASSOCIATED THEREWITH (INCLUDING THIRD-PARTY INFORMATION). AX DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE WEBSITE OR THE SERVICES OR ERRORS IN THE CONTENT WILL BE CORRECTED. AX DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR CONTENT PROVIDED BY THE WEBSITE OR SERVICES, OR THAT THE SERVICES WILL LEAD TO ANY PURCHASE, SALE OR OTHER TRANSACTION, OR ANY SUCCESS OR RESULTS THAT MAY BE OBTAINED BY ENTERING INTO A TRANSACTION OR SUCCESSION PLAN OR USE OF THE SERVICES.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL AX BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, (A) ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, PROGRAMS OR INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE, THE SERVICES OR THE CONTENT, (B) ANY CLAIM ATTRIBUTABLE TO ACTS, ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEBSITE, THE SERVICES AND/OR THE CONTENT ACCESSED OR DOWNLOADED THROUGH THE WEBSITE, (C) ANY ACTION OR INACTION REGARDING TRANSMISSIONS, COMMUNICATIONS OR CONTENT MADE OR PROVIDED BY ANY USER OF THE WEBSITE OR THE SERVICES OR BY ANY THIRD PARTY, (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, (E) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE WEBSITE OR OF ANY PERSON OTHERWISE USING THE SERVICES OR (F) ANY OTHER MATTER RELATING TO THE WEBSITE, THE SERVICES OR THE CONTENT, EVEN IF AX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, YOU UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF AX SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST AX. FOR ALL OTHER CASES IN SUCH STATES WHERE THE FOREGOING EXCLUSION OR LIMITATION IS NOT PERMITTED, YOU UNDERSTAND AND AGREE THAT THE AGGREGATE LIABILITY OF AX IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.
Force Majeure. AX shall not be liable for any delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable control with respect to the Website or Services, including, without limitation, acts or omissions or the failure to cooperate by you (including, without limitation, entities or individuals under your control, or any of their respective officers, members, managers, directors, employees, other personnel, contractors and agents), acts or omissions or the failure to cooperate by any user of the Services or third party, fire, epidemic or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
(a) a late charge equal to the lesser of: (i) the greater of (A) ten percent (10%) of such unpaid amount or (B) $2,500.00; or (ii) the highest late charge permitted by the laws of the State of Alabama or such other applicable law; and
(b) interest on the unpaid balance due hereunder from the date such amount was due through and including the date such balance is actually received by AX at the rate which is the lesser of: (i) eighteen percent (18%) per annum; or (ii) the highest rate permitted by the laws of the State of Alabama or such other applicable law, in any case, computed on a daily basis.
- Correction of Errors and Inaccuracies. The information on the Website may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time and from time to time without prior notice to you. We do not guarantee, however, that all errors, inaccuracies or omissions will be corrected, and you acknowledge and confirm your understanding that we are under no obligation to change or update such information.
- No Endorsements of Links. Hypertext links to third-party websites or information do not constitute or imply an endorsement, sponsorship or recommendation by AX of the third-party, the third-party website or the information contained therein. You acknowledge and agree that AX is not responsible for the availability of any such websites and that AX does not endorse or warrant and is not responsible or liable for any such website or the information, data and/or content therein. Any links to other sites are provided for convenience only. You need to make your own decisions regarding your interactions or communications with any other website.
Sending us an e-mail request to:
Sending a letter by U.S. Mail to:
P.O. Box 7471
Oxford, AL 36203