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Acceptance of Terms of Use.

Welcome to this online educational service powered by GuideSpark, Inc. (“GuideSpark”). GuideSpark provides the GuideSpark Communicate Cloud® (this online software platform, hereinafter “GSCC”) and related services (including but not limited to educational sessions, tools, financial resources, community features, and service provider directories) (collectively with GSCC, the “GuideSpark Services” or “Services”) to you and, where applicable, your “Subscribing Organization” (e.g., employer, financial educator, or financial services firm which is providing or sponsoring this service to you), subject to the following Terms of Use unless you or that Subscribing Organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. GuideSpark reserves the right to update these Terms of Use and/or to modify the Services from time to time without notice to you. The GuideSpark online platform may provide links to the websites of third parties and your Subscribing Organization; your use of those websites are subject to the terms of use and privacy policies established by those third parties and your Subscribing Organization.

PLEASE CAREFULLY READ THE FOLLOWING TERMS OF USE. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, USING OR SUBSCRIBING TO THE GUIDESPARK SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE TERMINATE YOUR USE OF THE GUIDESPARK SERVICES.

Changes to the Terms of Use.

GuideSpark may revise and update these Terms of Use from time to time in its sole discretion. All changes are effective immediately upon publication, and apply to all access to and use of the GuideSpark Services thereafter. However, any changes to the dispute resolution provisions set forth in Venue and Choice of Law will not apply to any disputes for which the parties have actual notice prior to the date the change is published.

 

Your continued use of the GuideSpark Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Education Only Solution.

THE GUIDESPARK SERVICES ARE NOT INTENDED TO BE FINANCIAL, TAX OR LEGAL ADVICE. GUIDESPARK IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. The GuideSpark Services are for educational purposes only and should not be considered personalized financial advice. The financial and investment strategies presented in the Services were prepared without regard to any particular user’s investment objectives or financial situation, and may not be suitable for everyone. Your personal financial situation is unique, and any information or advice obtained through the Service may not be appropriate for your situation. Accordingly, before implementing any financial decisions or strategies, you should consider obtaining additional information and advice from your accountant or other financial advisors who are fully aware of your individual circumstances.

Public Beta Testing.

GuideSpark may avail the GuideSpark Services to certain users for beta testing (“Beta Testers”).  The purpose of beta testing is for GuideSpark to test the GuideSpark Services, or certain features thereof, for bugs, errors or performance issues.  Any benefits to Beta Testers’ use and access to the GuideSpark services are intended to inure to GuideSpark.  These Terms of Use apply to Beta Testers with the same force and effect as to customers and their Subscribing Organization that are contracted to pay for access to and use of the GuideSpark Services.

Free Trial Period.

GuideSpark may offer the GuideSpark Services for demonstration purposes to certain users during a limited trial period free of charge (“Trial Period”).  These Terms of Use apply to Trial Period users with the same force and effect as to customers and their Subscribing Organization that are contracted to pay for access to and use of the GuideSpark Services.

User Registration Obligations.

To use certain aspects of the GuideSpark Services, you will have to register and create an account (“User Account”). When creating your User Account for the GuideSpark Services, you agree to provide true, accurate, current, and complete information. You further agree to maintain and update your personal information as needed to keep it true, accurate, current, and complete.

GuideSpark Privacy Policy.

You understand, accept, and agree that GuideSpark may access your personal data provided by you directly or, where applicable, through your Subscribing Organization. Our use of your personal data and other information are subject to the GuideSpark Privacy Policy, incorporated herein by reference, and you understand that through your use of the GuideSpark Services you consent to our collection, use and disclosure of this information under the Terms of our Privacy Policy.

Password and Security.

You are solely responsible for maintaining the confidentiality of your User Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your User Account or password. If you have reason to believe that your User Account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your ID, password, etc.), you agree to immediately notify GuideSpark. GuideSpark is not responsible for any loss or damage arising from your failure to comply with these requirements. GuideSpark makes no express or implied warranty to you regarding the security of the site and Services, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the GuideSpark Services.

Third-Party Providers.

This service may provide links to certain Internet sites and services (the “Sites”) sponsored and maintained by third parties (“Third Party Providers”). GuideSpark is providing such links and introductions solely as a convenience to you. The fact that GuideSpark has provided a link to a Site does not constitute an endorsement of the Site, the Site contents, or the products or services offered by Third Party Providers. You agree that GuideSpark shall have no liability related to Site contents or products or services provided by Third Party Providers. In addition, GuideSpark shall have no liability relating to products or services provided by your Subscribing Organization.

User Conduct.

You agree not to:

  • upload, post or otherwise transmit any content where such action would be illegal or infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party;

  • upload, post or otherwise transmit any material that contains viruses, files or programs designed to disrupt, destroy or limit the functionality of any computer, software, hardware, or telecommunications equipment;

  • violate any applicable local, state, federal or international law, rule or regulation, including, but not limited to, the regulations promulgated by the U.S. Securities and Exchange Commission, and any rules or regulations of any self-regulatory agency or securities exchange;

  • collect or store personal data about other users;

  • upload or send to other GuideSpark Users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content; use the GuideSpark Services in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the GuideSpark Services;

  • attempt to gain unauthorized access to the GuideSpark Services, or other accounts, computer systems or networks connected to the GuideSpark Services, through hacking, password mining or any other means, or interfere or attempt to interfere with the proper working of the GuideSpark Services;

  • modify the GuideSpark Services in any manner or form, or use modified versions of the GuideSpark Services, including (without limitation) for the purpose of obtaining unauthorized access to the GuideSpark Services;

  • use any robot, spider, scraper, or other automated means to access the GuideSpark Services for any purpose without our express written permission, or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the GuideSpark Services;

  • impersonate another person or access another User’s account without that person’s permission; share GuideSpark-issued passwords with any third party or encourage any other User to do so;

  • misrepresent the source, identity, or content of Information transmitted via the GuideSpark Services;

  • modify, adapt, translate or create derivative works based upon the GuideSpark Services;

  • reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the GuideSpark Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

  • rent, lease, loan, resell, sublicense, distribute or otherwise transfer the GuideSpark Services to any third party, or use the GuideSpark Services for any purpose other than your own internal personal or business use, or provide time sharing or similar services for any third party;

  • remove, circumvent, disable, damage or otherwise interfere with security-related features of the GuideSpark Services, features that prevent or restrict use or copying of any content accessible through the GuideSpark Services or GuideSpark Services, or features that enforce limitations on use of the GuideSpark Services or GuideSpark Services; or

  • access the GuideSpark Services if you are a direct competitor of GuideSpark, except with GuideSpark’s prior written consent, or for any other competitive purposes.

GuideSpark may remove any content that violates these Terms and Conditions of Use or is otherwise objectionable.

Indemnity.

You agree to defend, indemnify and hold harmless GuideSpark and its partners, affiliates, officers, agents, employees and third-party content providers from any claim or demand, including reasonable attorney’s fees made by any third party due to or arising out of your failure to comply with these Terms of Use or your violation of any rights of any individual or entity.

General Practices Regarding Use and Storage.

You acknowledge that GuideSpark may establish general practices and limits concerning use of the Services, and including without limitation the maximum number of days that uploaded content will be retained, the maximum number of uploads or size of material that may be sent from or received by a User Account, the maximum disk space that will be allotted on GuideSpark’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You agree that GuideSpark has no responsibility or liability for the deletion or failure to store any material and other communications or other content maintained or transmitted by the Web site. You acknowledge that GuideSpark reserves the right to log off accounts that are inactive for an extended period of time.

System Outages, Slowdowns, and Capacity Limitations.

As a result of high Internet traffic, transmission problems, systems capacity limitations, and other problems, you may, at times, experience difficulty accessing the GuideSpark Services or communicating with GuideSpark through the Internet or other electronic and wireless services. Any computer system or other electronic device, whether it is yours, an Internet service provider’s or GuideSpark’s, can experience unanticipated outages or slowdowns, or have capacity limitations.

Termination.

You agree that GuideSpark, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with GuideSpark. In addition, GuideSpark reserves the right to discontinue any aspect of the GuideSpark Services at any time, including the right to discontinue the display of any Information. You agree that any termination of your access to the GuideSpark Services or any account you may have or portion thereof may be effected without prior notice, and you agree that GuideSpark will not be liable to you or any third-party for such termination.

Proprietary Rights and Copyright.

The GuideSpark Services are owned and operated by GuideSpark, Inc. The visual interfaces, graphics, design, compilation, information, content, computer code, products, software, services, and all other elements of the GuideSpark Services provided by GuideSpark (“Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials and all trademarks, service marks, and trade names are proprietary to GuideSpark or its affiliates and/or third-party licensors. You are permitted to store, display, analyze, modify, reformat, and print the Materials only for your own use. You are not permitted to publish, transmit, or otherwise reproduce any Materials, in whole or in part, in any format without the express written consent of GuideSpark. In addition, you are not permitted to alter, obscure, or remove any copyright, trademark or any other notices that are provided to you in connection with the Materials. GuideSpark reserves the right, at any time and from time to time, in the interests of its own editorial discretion and business judgment to add, modify, or remove any of the Materials. These Terms of Use are not intended to, and will not, transfer or grant any rights in or to the Materials other than those which are specifically described herein, and all rights not expressly granted herein are reserved by GuideSpark and/or its third party licensors.

Warranty Disclaimer.

THE GUIDESPARK SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. GUIDESPARK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE GUIDESPARK SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. GUIDESPARK MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, SUITABILITY, SECURITY OR AVAILABILITY OF THE SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. GUIDESPARK MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

Limitation of Liability.

GUIDESPARK SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SERVICES, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF GUIDESPARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, GUIDESPARK’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

YOU ACKNOWLEDGE AND AGREE THAT GUIDESPARK HAS OFFERED ITS SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN (A) REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS) AND (B) FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND GUIDESPARK.

Customer Service; Customer Communications and Notice.

Please email support@guidespark.com for further assistance. Under these Terms, you consent to receive communications from GuideSpark electronically. We will communicate with you by email or by posting notices on the GuideSpark Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Miscellaneous

  • Waiver. The failure of GuideSpark to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by GuideSpark.
  • Severability.  If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
  • Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GuideSpark without restriction.
  • Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.
  • Venue and Choice of Law. The GuideSpark Services are operated from the State of California, United States of America. They can be accessed from all 50 states, as well as from other countries around the world. Each state may have laws that differ from California law, and each country may have laws that differ from California and U.S. law. By utilizing the GuideSpark Services, you agree that the laws, rules and regulations of the State of California and the United States will apply to all matters relating to the use of the GuideSpark Services without regard to any conflict of laws principles. In addition, you hereby agree to submit to the exclusive personal jurisdiction and venue of the courts of Santa Clara County, State of California, and the United States District Court for the Northern District of California with respect to any matters relating to the use of the GuideSpark Services.
  • Entire Agreement.  This is the entire agreement between you and GuideSpark relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by GuideSpark as set forth in the Changes to the Terms of Use above.
  • Attorneys’ Fees. If either party shall commence any action or proceeding against the other to enforce the provisions hereof, or to recover damages as a result of the alleged breach of any provisions hereof, the prevailing party therein shall be entitled to recover all reasonable costs incurred in connection therewith, including reasonable attorney’s fees.

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