1. Grant of License
1.1 License. Subject to the terms and conditions of these Terms and Conditions, LifeYield grants to User a non-exclusive, non-transferable, limited license to access and use LifeYield Portfolio Advantage®, LifeYield Income Advantage®, and/or LifeYield Social Security Advantage®, including the output therefrom (“LifeYield System”) solely for the purpose of analyzing different potential financial scenarios. User assumes full responsibility for its use of the LifeYield System. In connection with its use of the LifeYield System, User will comply with these Terms and Conditions and applicable provisions of federal and state law.
1.2 Ownership. All proprietary rights relating to the LifeYield System (including, without limitation, all patents, copyrights, trademarks, service marks, trade secrets and other intellectual property rights and any enhancements or modifications to the LifeYield System) are and will remain the sole and exclusive property of LifeYield or its third-party licensors (“Licensors”), as the case may be, and except as explicitly set forth herein nothing herein transfers to User any right to or interest in the LifeYield System or any data or component thereof, or any proprietary rights pertaining to the LifeYield System. User acquires no rights to use the LifeYield System other than as expressly set forth herein, and all rights not expressly granted in these Terms and Conditions are reserved to LifeYield and its Licensors.
1.3 Restrictions. Except as expressly permitted herein, User will not: (i) copy any portion of the LifeYield System; (ii) display, reproduce, alter, modify, adapt, create derivative works from, transmit, publish, sell, distribute, license, sublicense, transfer or in any way exploit the LifeYield System or any portion thereof or embed the LifeYield System into other products; (iii) use (or allow any other person to use) any software, program, application or other device, directly or indirectly, to access or obtain information through the LifeYield System; (iv) remove or obscure any copyright notice of LifeYield or its Licensors; (v) use the LifeYield System for any timesharing, service bureau, subscription, rental or similar uses; (vi) use any trademarks, service marks, domain names, logos, or other identifiers of LifeYield or its Licensors; or (vii) reverse engineer, decompile or disassemble all or any part of the LifeYield System or its applications.
2. User Data
2.1 Data. User is solely responsible for the integrity and security of all data and information that is inputted into the LifeYield System under these Terms and Conditions, including completeness, accuracy, validity, authorization for use and integrity over time, regardless of form and format.
3. Warranties and Disclaimers
3.1 User Warranty. User represents and warrants that it has read and understands the Important Information Regarding the LifeYield System set forth on Schedule A. User further acknowledges and agrees that in order to use the LifeYield System it may be necessary to use certain third party software and/or data. User represents and warrants that it has obtained the appropriate licenses for any such third party software and/or data. LifeYield makes no warranties whatsoever, and is not liable in any way, in connection with any software or data provided to
User, either directly or through LifeYield, by third parties, regardless of whether such arrangements are required for User to enjoy the full benefit of its rights under these Terms and Conditions.
3.2 LifeYield Disclaimer. The LifeYield System offers configurable analytic tools based on standardized mathematical formulae and proprietary investment-related information provided by Licensors and others. The LifeYield System is designed to allow users to evaluate potential scenarios based how a user manages investment portfolios and/or how and when Social Security benefits are elected. While LifeYield may offer default parameters, LifeYield merely offers a portfolio management tool that User configures for its own use. LifeYield disclaims and User acknowledges that LifeYield is not providing investment, tax, legal or other advice through or by providing the LifeYield System to User, nor shall LifeYield be liable for any investment recommendations or advice rendered by the LifeYield System.
LIFEYIELD IS NOT AN INVESTMENT ADVISER OR FIDUCIARY AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO USER OR ANY OTHER PERSON REGARDING THE ADVISABILITY OF ANY SOCIAL SECURITY OR OTHER INVESTMENT STRATEGY. ALTHOUGH THE LIFEYIELD SYSTEM MAY PROVIDE INFORMATION RELATING TO VARIOUS APPROACHES TO THE RECEIPT OF SOCIAL SECURITY BENEFITS AND/OR THE MANAGEMENT OF INVESTMENT PORTFOLIOS, NEITHER USER NOR USER’S CUSTOMERS SHOULD CONSTRUE ANY MARKET INFORMATION, FEATURES, TOOLS OR OTHER CONTENT AVAILABLE THROUGH THE LIFEYIELD SYSTEM AS LEGAL, TAX, INVESTMENT, FINANCIAL OR OTHER ADVICE. USER AND USER’S CUSTOMERS ALONE ASSUME THE SOLE RESPONSIBILITY OF EVALUATING THE MERITS AND RISKS ASSOCIATED WITH THE USE OF THE LIFEYIELD SYSTEM BEFORE MAKING ANY DECISIONS BASED ON MARKET INFORMATION OR CONTENT CONTAINED IN OR PRODUCED BY THE LIFEYIELD SYSTEM. USER IS SOLELY RESPONSIBLE FOR THE CONFIGURATION OF THE LIFEYIELD SYSTEM, DETERMINING WHETHER USE OF THE LIFEYIELD SYSTEM IS APPROPRIATE IN PROVIDING SERVICES TO USER CUSTOMERS, VERIFYING THAT THE LIFEYIELD SYSTEM FUNCTIONS TO THE SPECIFICATIONS SELECTED BY USER AND USER CUSTOMERS AND ENSURING THE ACCURACY, ADEQUACY AND SUITABILITY OF THE RESULTS OF USER’S AND USER CUSTOMERS’ USE OF THE LIFEYIELD SYSTEM. USER ASSUMES THE ENTIRE RISK OF THE USE OF THE LIFEYIELD SYSTEM UNDER THIS AGREEMENT AND WILL HAVE FULL RESPONSIBILITY FOR ANY DECISION OR ANALYSIS RELATING TO SUCH USE. USER IS PROHIBITED FROM MAKING ANY STATEMENTS OR REPRESENTATIONS ABOUT LIFEYIELD THAT ARE FALSE, MISLEADING OR OTHERWISE INCONSISTENT WITH THE ROLE OF LIFEYIELD AS DESCRIBED IN THIS AGREEMENT.
THE LIFEYIELD SYSTEM AND THE SERVICES ARE PROVIDED “AS IS” AND LIFEYIELD, ITS AFFILIATES AND LICENSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE LIFEYIELD SYSTEM (AND ANY RESULTS OBTAINED FROM THE USE OF THE LIFEYIELD
SYSTEM) AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER LIFEYIELD NOR ITS LICENSORS WARRANT THAT THE LIFEYIELD SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE LIFEYIELD SYSTEM IS FREE OF UNAUTHORIZED HIDDEN PROGRAMS, VIRUSES OR OTHER HARMFUL COMPONENTS.
THE LIFEYIELD SYSTEM MAY ALLOW ACCESS TO DATA, INFORMATION, OR SERVICES DISSEMINATED BY OUTSIDE DATA SOURCES. USER ACKNOWLEDGES THAT LIFEYIELD AND THE THIRD PARTY DATA PROVIDERS DISCLAIM RESPONSIBILITY FOR THE USE, CONTENT, ACCURACY, TIMELINESS, COMPLETENESS OR AVAILABILITY OF SUCH THIRD PARTY DATA, INFORMATION, OR SERVICES AND MAKE NO WARRANTY CONCERNING THE SAME. USER USES SUCH THIRD PARTY DATA, INFORMATION, OR SERVICES AT ITS OWN RISK.
4. Limitation of Liability
User agrees that LifeYield, its affiliates and licensors, and their respective officers, directors, employees, agents and legal representatives (the “Exculpated and Indemnified Parties”) will have no liability, to User, to any of User’s customers, or to any third party, or responsibility whatsoever whether under contract, tort, or other legal or equitable theory for: (i) any claim against subscriber by a third party based on this agreement or User’s use or any User’s customer’s use of the LifeYield System or any information provided by the LifeYield System; (ii) any indirect, incidental, special, consequential, punitive or exemplary damages (including lost profits, trading losses and damages) arising out of or relating to this agreement or User’s use or any User’s customer’s use of the LifeYield System; (iii) any losses resulting from causes beyond the control of LifeYield or its licensors or any force majeure (e.g. earthquake, flood, severe or extraordinary weather conditions, or other acts of god, fire, acts of war, terrorism, insurrection, riot, labor dispute, strike or similar problems, accident, action of government, communications, power failure, exchange or market rulings or suspension of trading). Neither party will bring any action, regardless of form, arising out of or relating to this agreement more than two (2) years after the cause of action has accrued.
In no event will the total aggregate liability of LifeYield for any claims, losses, or damages arising under this agreement, whether in contract or tort, including negligence, gross negligence, or willful misconduct, exceed five dollars ($5.00), even if LifeYield has been advised of the possibility of such claim, loss, or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
User will defend, indemnify and hold harmless the Exculpated and Indemnified Parties from and against any and all damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or relating to third party claims against LifeYield based on (i) User’s use of the LifeYield System, (ii) any decision or analysis relating to such use, (iii) breach of the representation and warranty set forth in Section 3.1, (iv) use of any data provided by User;
and (v) any damage to LifeYield resulting from User violating Section 2. Indemnification expenses shall be advanced and paid when due (even if prior to a final determination of availability of indemnification).
These Terms and Conditions will be governed by, and construed and interpreted in accordance with, the internal laws of the Commonwealth of Massachusetts. Any legal proceeding relating to these Terms and Conditions will be held in a court of appropriate jurisdiction located in Massachusetts and the parties hereby consent to the exclusive jurisdiction and venue of those courts for any such proceeding. User may not assign any of its rights or obligations under these Terms and Conditions, by operation of law or otherwise, without the prior written consent of the other party. Any assignment in violation of this Section will be null and void. These Terms and Conditions (including any amendments) and the Schedules constitute the entire Agreement between the parties with regard to subject matter hereof and supersede all prior or contemporaneous negotiations, communications, representations and understandings. Except as otherwise provided herein, no modification or waiver of any provision of these Terms and Conditions will be effective unless in writing signed by both parties. The failure of either party to enforce its rights under these Terms and Conditions for any period will not be construed as a waiver of such rights. If any provision of these Terms and Conditions becomes unenforceable or invalid, the remaining provisions will remain in full force and effect. Each Licensor of LifeYield is a third party beneficiary under these Terms and Conditions to the extent required to enable such Licensor to enforce its proprietary rights in any product or information made available through the LifeYield System and the applicable use restrictions in these Terms and Conditions. There will be no other third party beneficiaries under these Terms and Conditions
IMPORTANT INFORMATION REGARDING LIFEYIELD SYSTEM
IMPORTANT: THE PROJECTIONS OR OTHER INFORMATION GENERATED BY THE LIFEYIELD SYSTEM ARE HYPOTHETICAL IN NATURE AND ARE NOT GUARANTEES OF ACTUAL RESULTS. OTHER SCENARIOS OR PROJECTIONS NOT CONSIDERED BY THE LIFEYIELD SYSTEM MAY PROVIDE RESULTS SIMILAR OR SUPERIOR TO THOSE PROVIDED BY THE LIFEYIELD SYSTEM. OUTCOME BENEFITS PROJECTED BY THE LIFEYIELD SYSTEM MAY BE OVERSTATED DUE TO INACCURATE ASSUMPTIONS AND/OR ESTIMATES INCLUDING, BUT NOT LIMITED TO, LONGEVITY OF LIFE AND/OR EARNINGS, EARNINGS PROJECTIONS, MARITAL STATUS, TAX RATES, CAPITAL MARKET ASSUMPTIONS, AND VOLATILITY. THE INFORMATION PROVIDED BY THIS REPORT SHOULD BE CONSIDERED ONLY AS GENERAL INFORMATION AND SHOULD NOT BE USED AS THE FINAL DETERMINANT OF THE BEST STRATEGY ON HOW OR WHEN TO CLAIM SOCIAL SECURITY BENEFITS OR ON HOW TO MANAGE INVESTMENT PORTFOLIOS.
THIS INFORMATION PROVIDED BY THE LIFEYIELD SYSTEM IS FOR INFORMATIONAL PURPOSES AND IS BASED ON RULES AND PROJECTIONS THAT
WERE AVAILABLE AT THE TIME THE LIFEYIELD SYSTEM WAS MOST RECENTLY UPDATED. THE INFORMATION PROVIDED BY THE LIFEYIELD SYSTEM IS MEANT ONLY TO ASSIST IN THE REVIEW OF POTENTIAL SOCIAL SECURITY BENEFITS AND INVESMENT OPTIONS AND MAY NOT ACCURATELY PORTRAY A CURRENT OR ANTICIPATED FINANCIAL SITUATION AS A RESULT OF A NUMBER OF EVERCHANGING FACTORS SUCH AS, BUT NOT LIMITED TO, MARKET VOLATILITY, ECONOMIC REALITIES, CHANGES IN SOCIAL SECURITY RULES OR ERRORS DUE TO DATA ENTRY, WHICH MAY ALTER THE PROJECTIONS PRESENTED BY THE LIFEYIELD SYSTEM. ADDITIONALLY, DATA USED IN THIS PRESENTATION MAY BE GENERIC IN NATURE AND MAY NOT AT ALL REPRESENT ACTUAL DATA. THE RESULTS MAY VARY WITH EACH USE AND OVER TIME.
THIS INFORMATION PROVIDED BY THE LIFEYIELD SYSTEM IS NOT MEANT TO BE RELIED UPON FOR ACCOUNTING, LEGAL OR OTHER PURPOSES. IT SHOULD NOT BE ASSUMED THAT RECOMMENDATIONS MADE BY THE LIFEYIELD SYSTEM WILL BE PROFITABLE OR WILL EQUAL A DIFFERENT STRATEGY.
THE LIFEYIELD SYSTEM CONTAINS INFORMATION PROVIDED BY THE USER OR A THIRD PARTY. THE ACCURACY AND AUTHENTICITY OF SUCH INFORMATION IS RELIANT SOLELY ON THE AUTHOR OF THE INFORMATION, WHETHER AN ADVISOR, A CLIENT, OR A THIRD PARTY, AND NOT CONTROLLED OR ATTESTED TO AS ACCURATE BY LIFEYIELD OR A FINANCIAL ADVISOR'S FIRM, ITS AFFILIATES OR REPRESENTATIVES. ANY INFORMATION ENTERED INTO THE LIFEYIELD SYSTEM SHOULD BE REGARDED AS INFORMATIONAL ONLY AND NOT INTERPRETED AS OFFICIAL OR LEGAL FINANCIAL INFORMATION.