Terms of Service

Updated February 4th, 2019

The online services provided by InterPrime Technologies Inc. & InterPrime Advisors LCC (“InterPrime”) will, among other things: Provide tools to help you allocate your portfolio, Provide recommendations of brokers and securities (the “Recommendations”) Provide discretionary investment management services in the form of an automated asset manager (the “paid service”).

We refer to these services collectively as the “Services.”  The Services are provided to you subject to these terms of service, as well as any other guidelines, rules and additional terms referenced herein, and all such guidelines, terms and rules are hereby incorporated herein by this reference (collectively, the “Terms of Service”).

By accessing the InterPrime website located at www.interprime.co, or any linked pages owned and operated by us (the “Sites”), or using the Services, whether on our Sites or on our partners’ websites through which we have hosted or otherwise made accessible the Services (the “Partner Sites”), you agree to be bound by these Terms of Service. These Terms of Service set out the legally binding terms with respect to your use of, and our provision of, the Services. Please read these Terms of Service carefully.

YOUR USE OF THE SITES OR SERVICES CONSTITUTES YOUR ACCEPTANCE OF ALL OF THE PROVISIONS OF THESE TERMS OF SERVICE. IF YOU ARE UNWILLING TO BE BOUND BY THESE TERMS OF SERVICE, DO NOT USE THE SITES OR ANY SERVICE.

Eligibility

You must be 18 or older, or of the legal age in your jurisdiction to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to register as a user of the Sites or to use the Services. If you are under the age of 18 or the applicable legal age in your jurisdiction, you can use the Services only in conjunction with, and under the supervision of, your parent or guardian who has agreed to these Terms of Service. If you do not qualify, do not use the Services. Registration for the Sites is void where prohibited by applicable law and the right to access the Sites is revoked in such jurisdictions. You must be 13 or older to use the Sites, in compliance with the Children’s Online Privacy Protection Act (COPPA). By using the Sites or Services, you represent and warrant that you have the right, authority and capacity to enter into these Terms of Service and to abide by all of the terms and conditions set forth herein. The Sites are administered in the United States and intended for U.S. users; any use outside of the U.S. is at the user’s own risk and users are responsible for compliance with any local laws applicable to their use of the Sites or Services.

Changes to the Agreement or the Sites and Services

You agree and understand that these Terms of Service and the Sites and Services may be modified by us at any time without prior notice, and such modifications will be effective upon our posting of the new terms and/or upon implementation of the new changes in the Sites or Services. You agree to review the Terms of Service periodically so that you are aware of any modifications. YOUR CONTINUED USE OF THE SITES OR SERVICES AFTER ANY MODIFICATIONS INDICATES YOUR ACCEPTANCE OF THE MODIFIED TERMS OF SERVICE. Unless we expressly state otherwise, any new features, new services, enhancements or modifications to the Sites or Services implemented after your initial access thereto shall be subject to these Terms of Service.

Registration and Security

In order to use and/or access certain Services, you may be required to register with the Sites and to select a password and a user name which shall be associated with an email address which you own and use (“User ID”). You may also be asked to answer some questions about yourself. You agree that the information you provide to us upon registration and at all other times, including any questionnaire you may submit to us in connection with our Portfolio Services and information you provide to us through the Partner Sites, shall be true, accurate, current and complete, and that you will promptly update such information with any changes. Failure to do so shall constitute a breach of these Terms of Service, which may result in the immediate termination of your user account. You may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization. We reserve the right to refuse registration of, or cancel, a User ID in our sole discretion. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your User ID and password. Any User ID and password provided to you for your access to the Services shall be for your personal use only. You agree to (a) immediately notify us of any unauthorized use of your User ID or password and (b) ensure that you log out of your account when you wish to de-authenticate from each session. If you violate any of these Terms of Service, we may, at our sole discretion, terminate your registration, remove or modify any content that you have contributed, or take any other action that we determine to be appropriate.

Paid Services

InterPrime also provides discretionary investment management through the paid service. The paid service includes the following features:

  • Automated portfolio management of cash and liquidity needs selected by customer
  • Managed automatic rebalancing of your portfolio
  • Periodic account review

For a full description of the paid program, its methodology and applicable fees see our ADV.

InterPrime does not provide tax advice. When you enroll in the paid service, you agree that we will allocate your assets to your selected investment objective(s). In determining the appropriate portfolio options to make available to you, we take into consideration your risk tolerance, age, expected date of retirement, savings, and income level based on the information that you, the user, has provided to us. The paid service’s investment objectives are based solely on the information that you disclose to us and portfolio objectives prepared through the Content Services. We do not verify that the information that you provide to us is accurate. Please note that rebalancing transactions and initial purchases to align your account with your selected investment objectives may result in fees. For example, there may be additional transaction fees, redemption fees, loads, capital gains and other fees associated with the rebalanced portfolio. You may want to consult a tax professional to review the proposed portfolio(s) selected for the paid service.

All securities and investments are offered by Interactive Brokers, which is the introducing correspondent broker dealer and member FINRA/SIPC.

Restrictions on Rights to Use

You agree that without our express written consent, you shall not (and you agree not to allow any third party to):

  • modify, adapt, translate or reverse engineer any portion of the Sites;
  • remove any copyright, trademark or other proprietary rights notices contained in or on the Sites or in or on any Contributed Content or other material obtained via the Services;
  • except for tools provided through the Sites, use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve or index any portion of the Sites;
  • access, retrieve or index any portion of the Sites for purposes of constructing or populating a searchable database of information;
  • collect or store personal data or any other information about other users or members of the Sites (including usernames and/or email addresses) in connection with the prohibited activities described in this section, or for any other purpose other than for your own personal, non-commercial use;
  • reformat, frame or place pop-up windows over any portion of a Site, or otherwise affect the way that any Site is displayed;
  • add or use ActiveX, Java, Javascript, cookies, web beacons or other tracking technologies on the Sites;
  • create user accounts by automated means or under false or fraudulent pretenses;
  • impersonate any person or entity, including, but not limited to, any employee or officer of InterPrime, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • create or transmit unwanted electronic communications such as “spam” to other users or members of the Services or otherwise interfere with other users’ or members’ enjoyment of the Services;
  • transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;
  • forge headers or manipulate identifiers or other data in order to disguise the origin of any Content transmitted through the Sites or to manipulate your presence on the Sites;
  • use the Sites or Services to violate the security of any computer network, crack passwords or security encryption codes, or transfer or store illegal material, including material deemed threatening or obscene;
  • copy or store any Content offered on InterPrime for other than your own personal use;
  • use any device, software or routine that interferes with the proper working of the Sites or Services or otherwise attempt to interfere with the proper working of the Sites or Services;
  • take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;
  • reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Sites or Services, use of the Services, or access to the Services;
  • solicit any user for any investment or other commercial or promotional transaction; or
  • use the Sites or Services, intentionally or unintentionally, to violate any applicable local, state, national or international law.

Unauthorized access to the Sites or Services is a breach of these Terms of Service and a violation of law. You agree not to access the Sites or Services by any means other than through the interfaces that we or our partners provide to you for accessing the Sites and Services. We may at any time, without prior notice and in our sole discretion, remove any post, terminate the membership of, or take any other appropriate action against any person who violates the Terms of Service. Illegal or unauthorized uses of the Sites or Services will be investigated and subject to appropriate legal action, including, without limitation, civil, criminal and/or injunctive redress.

Account Information from Third Party Sites

In order to use and/or access certain Services, you may be required to direct InterPrime to retrieve your own information maintained online by third party financial institutions with which you have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). We will then connect directly with your online financial service providers to access this Account Information. Subject to our privacy procedures as described in these Terms of Service, InterPrime may also work with one or more third party financial service technology providers to access and retrieve your Account Information.

For users that are also non-paid service users, we make no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. See below for full detail on how your Account Information will be utilized through the paid service. We are not responsible for the products and services offered by or on third-party sites, including the sites of other Advisers that may be mentioned. We cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, Account Information may be stale as of the time viewed, which reflects the fact that time may have passed between the time the information is downloaded from the third party financial institution and the time such information is viewed by you. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Portfolio Services in the manner prescribed in the associated instructions.

By submitting information, data, passwords, usernames, PINs, other login information, materials and other content through the Sites, you are licensing that content to us solely for the purpose of providing services. We may use and store the content. By submitting this content to us, you represent that you are entitled to submit it to us for use for this purpose, without any obligation by us to pay any fees or other limitations.

We will use information that you provide us, including usernames and passwords, to log into the third party site that maintains your Account Information. You hereby authorize and permit us to use and store such information to accomplish the foregoing and to configure the services so that they are compatible with the third party sites that maintain your Account Information. You grant InterPrime a limited power of attorney, and appoint InterPrime as your attorney-in-fact and agent, to access third party sites and retrieve and use your information with the full power and authority to do and perform each thing necessary as you could do in person, but solely in connection with providing the Account Information to you as part of the Services.

YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY.

Notwithstanding anything in this Terms of Service to the contrary, we shall have no authority to take or have possession of any assets in the accounts maintained by such third parties or to direct delivery of any securities or payment of any funds held in such account to itself or to direct any disposition of such securities or funds. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. While our services may be sponsored or endorsed by the third parties with whom your Account Information is held from time to time, you should not assume that the Portfolio Services are sponsored or endorsed by any third parties with whom your Account Information is held.

Alerts

We may provide automatic alerts and voluntary account-related alerts from time to time. Automatic alerts may be sent to you following certain events of interest, such as changes made online to your InterPrime or Partner Site account (e.g., a change in your password) or events or movements in your portfolio.

Voluntary account alerts may be turned on by default as part of the Services. They may then be customized, deactivated or reactivated by you. We may add new alerts from time to time, or cease to provide certain alerts at any time in our sole discretion. Electronic alerts for a given account will be sent to the email address you have provided as your primary email address for that account. If your email address or your mobile device’s email address changes, you are responsible for informing us of that change. Changes to your email address or mobile number will apply to all of your alerts. Because alerts are not encrypted, we will never include your password. However, alerts may include your User ID and some information about your accounts. Anyone with access to your email will be able to view the content of these alerts. At any time you may disable future voluntary alerts.

You understand and agree that any alerts provided to you through the Services may be delayed or prevented by a variety of factors. We use reasonable best efforts to provide alerts in a timely manner with accurate information. However, except as otherwise provided herein, we neither guarantee the delivery nor the accuracy of the content of any alert. Furthermore, except as otherwise provided herein, you also agree that we shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

THESE TERMS OF SERVICE DO NOT WAIVE OR LIMIT YOUR RIGHTS UNDER ANY FEDERAL OR STATE SECURITIES LAW.

Interstate and International Nature of Communications

You acknowledge that in contributing Content or using the Services to send electronic communications, you will be causing communications to be sent through our computer networks, portions of which are located in various states and localities in the United States and portions of which may be located abroad. As a result, and also as a result of InterPrime’s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Terms of Service, you acknowledge that the contribution of Content and use of the Services results in interstate data transmissions.

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Copyright Dispute Policy

We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (available here). The address of InterPrime’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is provided at the bottom of this section.

Our Policy

It is our policy to (i) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, Content providers, members or users; and (ii) remove and discontinue service to repeat offenders.

Procedure for Reporting Copyright Infringements

If you believe that material or Content residing on or accessible through the Sites infringes your copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below (“Proper Bona Fide Infringement Notification”):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that was allegedly infringed;
  • Identification of the works or materials being infringed;
  • Identification of the material that is claimed to be infringing, including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
  • Contact information about the notifier including address, telephone number and, if available, email address;
  • A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
  • A statement made under penalty of perjury that the information provided is accurate and that the notifying party is authorized to make the complaint on behalf of the copyright owner.

Please note that if you choose to send a Proper Bona Fide Infringement Notification to the Designated Agent via email, all required information must be provided in the body of the email as we will not accept or open attachments.

Upon Receipt of a Bona Fide Infringement Notification

Once Proper Bona Fide Infringement Notification is received by the Designated Agent, it is our policy:

  • to remove or disable access to the infringing material;
  • to notify the Content provider, member or user that it has removed or disabled access to the material; and
  • that for repeat offenders, we will also terminate such Content provider’s, member’s or user’s access to the Sites.

Procedure to Supply a Counter-Notice to the Designated Agent

If the Content provider, member or user believes that the material that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or pursuant to the law, the Content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

  • A physical or electronic signature of the Content provider, member or user;
  • Identification of the material that has been removed or to which access to has been disabled and the location at which the material appeared before it was removed or disabled;
  • A statement that the Content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
  • The Content provider’s, member’s or user’s name, address, telephone number, and, if available, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the Content provider’s, member’s or user’s address is located, or if the Content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which we are located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

Removal

If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter- notice, in our discretion.

Our Proprietary Rights

The Sites (including, but not limited to, text, photographs, graphics, video and audio Content) are protected by copyright as collective works or compilations under the copyright laws of the United States and other countries. All individual articles, Content and other elements comprising the Sites and Portfolio Tracker are also copyrighted works. Except for the Content submitted by members or users, the Sites and all aspects thereof, including all copyrights, trademarks, and other intellectual property or proprietary rights therein, are owned by InterPrime or its licensors. You acknowledge that the Sites and any underlying technology or software used in connection with the Sites or Portfolio Tracker contain our proprietary information. You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the content, software, and/or materials available on the Sites, in whole or in part, except as expressly provided in our policies and procedures made available via the Sites. Except as expressly and unambiguously provided herein, neither we nor our suppliers grant you any express or implied rights, and all rights in the Sites not expressly granted by us to you are retained by us.

Trade names, trademarks and service marks of InterPrime include, without limitation, the name  “InterPrime”, and all associated logos. All trademarks and services marks on the Sites that are not owned by us are the property of their respective owners. Nothing contained on the Sites should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.

Recommendations

We may from time to time present certain Recommendations to you, including recommendations of Portfolios submitted by the community, which may potentially include third-party registered investment advisors (the “Third-Party Advisors”), third-party broker-dealers (the “Third-Party Brokers”), securities (the “Recommended Securities”), and certain other recommendations. The paid service may include recommendations from InterPrime.

Registered Investment Adviser

The rules and regulations applicable to registered investment advisors under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) may require us to make certain requests of you in connection with certain types of Recommendations.  In particular, we may need to provide you with additional information, ask that you acknowledge that such additional information was provided and, if required, obtain additional information from you. InterPrime may also be subject to the regulations of state securities authorities.

Electronic delivery of Form ADV

You acknowledge and consent to electronic delivery of any brochure that we are required to deliver to you under the Advisers Act, including the information in Part 2 of our Form ADV, which is available here.

Disclaimers and Limitations of Liability

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NOTHING IN THESE TERMS OF SERVICE SHALL BE INTERPRETED TO WAIVE OR LIMIT YOUR RIGHTS UNDER ANY FEDERAL OR STATE SECURITIES LAW.

ANY SERVICES RELATING TO TAX PLANNING OR TAX-LOSS HARVESTING ARE NOT INTENDED TO BE THE PRIMARY OR SOLE BASIS FOR YOUR TAX-PLANNING DECISIONS. YOUR CIRCUMSTANCES ARE UNIQUE; THEREFORE YOU SHOULD CONSULT A TAX ADVISOR FOR PERSONAL ADVICE. WE DO NOT PROVIDE TAX ADVICE.

Other terms

Other than as stated above, your engagement of a Third-Party Broker will be governed by their terms of use, privacy policy and any supplemental terms or conditions we or they may require, which terms, conditions and policy, you are strongly encouraged to review before engaging any such third party.

Privacy

Use of the Sites and the Services, and all information that you provide to us in order to register for the Sites, is governed by our Privacy Policy. We strongly urge you to review the terms of the Privacy Policy.

Term

These Terms of Service, as amended from time to time, will remain in full force and effect while you use the Services or use any Content that you have obtained from InterPrime. We may terminate these Terms of Service for any reason, at any time. Any provisions in these Terms of Service that by their nature or as specified hereunder are intended to continue beyond termination or expiration of these Terms of Service, including, without limitation and for the avoidance of doubt, the sections captioned “Our Proprietary Rights,” “Privacy,” “Recommendations,” “Term,” “Disclaimer,” “Limitation on Liability,” “Indemnity,” “Certain Third Party Content” and “Miscellaneous,” shall survive any termination or expiration of these Terms of Service.

Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) THE SITES AND SERVICES ARE PROVIDED BY US ON AN “AS IS” BASIS, AND WE AND OUR LICENSORS AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AS TO THE OPERATION OF THE SITES AND SERVICES OR SOFTWARE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON, OR IN ASSOCIATION WITH, THE SITES AND SERVICES; (B)WE AND OUR LICENSORS AND AFFILIATES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITES AND THE SERVICES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; AND (C) WE AND OUR LICENSORS AND AFFILIATES FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE SITES OR DISPLAYED THROUGH THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR LICENSORS AND AFFILIATES MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR- FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR THE CONDUCT OF ANY THIRD PARTY USER OF THE SITES OR SERVICES. WE DO NOT WARRANT OR COVENANT THAT THE SITES AND SERVICES WILL BE AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, WILL BE SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND SERVICES ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY MATERIAL OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES OR SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM US OR THROUGH OR FROM THE SITES OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

NEITHER WE NOR THE SITES OR SERVICES ARE INTENDED TO PROVIDE LEGAL, TAX, OR, EXCEPT AS WE MAY OTHERWISE NOTIFY YOU IN CONNECTION WITH THE RECOMMENDATIONS, FINANCIAL ADVICE. WE ARE NOT A REGISTERED BROKER-DEALER OR TAX ADVISOR. Unless we specify otherwise, any advice we provide to you is based solely on the information provided by you, and may not take into account information that may be available in the context of a more detailed examination of your personal financial situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances. We will not check the accuracy of the information you provide to us. It is your responsibility to keep the information you provide to us up to date. In most cases, we will not ask you to provide additional information or ask you to update your existing information.

Limitation on Liability

FOR THE AVOIDANCE OF DOUBT, NOTHING IN THESE TERMS OF SERVICE SHALL CONSTITUTE A WAIVER OR LIMITATION OF YOUR RIGHTS UNDER ANY FEDERAL OR STATE SECURITIES LAWS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) WE SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM OUR OBLIGATIONS HEREUNDER WHERE SUCH FAILURE RESULTS FROM ANY CAUSE BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, MECHANICAL, ELECTRONIC OR COMMUNICATIONS FAILURE OR DEGRADATION (INCLUDING “LINE- NOISE” INTERFERENCE); AND (B) WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR OUR SUPPLIERS WILL BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT, DIRECTLY OR INDIRECTLY, BE LIABLE, IN ANY WAY, TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY: (A) INACCURACIES OR ERRORS IN OR OMISSIONS FROM THE CONTENT OR SERVICES INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OR ANALYSIS POSTED BY ANY OTHER USER, PRICES OF SECURITIES AND FINANCIAL DATA; (B) DELAYS, ERRORS, OR INTERRUPTIONS IN THE TRANSMISSION OR DELIVERY OF THE CONTENT OR SERVICES; OR (C) LOSS OR DAMAGE ARISING FROM YOUR USE OF THE CONTENT OR SERVICES THEREON.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Indemnity

You agree to indemnify and hold InterPrime, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your access to the Sites, (ii) your use of the Services, (iii) your submission of Contributed Content, (iv) the violation of these Terms of Service by you, (v) your violation of law in your use of the Services or in your dealings with other users of the Services including the Securities Act of 1933, Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and the Investment Company Act of 1940, each as amended, or (vi) the infringement by you, or any third party using your account or User ID or password, of any intellectual property or other right of any person or entity.

Removing your account for the Services

This Agreement will continue to apply until terminated by either you or us as set out below. If you want to terminate your legal agreement with us, you may do so by closing your account for the Services.

To close and delete any account with us, please email us at support@InterPrime.co. If you are using our services through an account maintained by a Partner Site, please consult the terms of service for the partner site for removal instructions.

Subject to and as explained in our Privacy Policy and the remainder of this paragraph, your InterPrime account data will be removed within 30 days of the closing of the account. Even if we close your account, we may retain and use your information as necessary to comply with our legal obligations, resolve disputes and enforce our agreements. Please also note that there might be latency in deleting information from our servers and backed-up versions might exist after deletion.

Governing Law

If there is any dispute about or involving the Sites or Services, you agree that the dispute will be governed by the laws of the State of California, without regard to its conflict of law provisions.

Arbitration

YOU AND INTERPRIME (THE “PARTIES”) WAIVE THEIR RIGHTS TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL. The Parties agree that any dispute between or among any of the Parties about or involving the Sites or Services, or arising out of, relating to or in connection with the Terms of Service or the Privacy Policy, shall be resolved exclusively through binding arbitration conducted under the auspices of JAMS pursuant to its Arbitration Rules and Procedures. The arbitration hearing shall be held in the county where the claimant resides and will be determined by a single arbitrator.  Disputes shall not be resolved in any other forum or venue. The arbitration shall be conducted by a retired judge who is experienced in resolving disputes regarding the Securities business. The Parties agree that the arbitrator shall apply the substantive law of California to all state law claims, that limited discovery shall be conducted in accordance with JAMS’ Arbitration Rules and Procedures, and that the arbitrator may not award punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be an available remedy for any of the specific claims asserted. In accordance with JAMS’ Arbitration Rules and Procedures, the arbitrator’s award shall consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The award shall not include or be accompanied by any findings of fact, conclusions of law or other written explanation of the reasons for the award. The Parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law. Any award rendered by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction as provided by law.

YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. Notwithstanding anything to the contrary in this Section or any other provision of this Agreement or in the JAMS’ Arbitration Rules and Procedures, disputes regarding the enforceability, revocability or validity of the foregoing class action waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action, and (2) there is a final judicial determination that all or part of such class action waiver is unenforceable, then the class, collective, and/or representative action, to that extent, must be litigated in a civil court of competent jurisdiction, but the portion of such class action waiver that is enforceable shall be enforced in arbitration.

Miscellaneous

No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind us in any respect whatsoever. We may provide you with notices, including those regarding changes to the Terms of Service by email, regular mail or postings on the Sites or Partner Sites. These Terms of Service and all terms, guidelines and rules referenced herein contain the entire agreement between you and us regarding the use of the Sites and Services. Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

If any provision of these Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and enforceable. To the extent a court determines that the second sentence of the section captioned “Arbitration” is not enforceable, the Parties agree to exclusive personal jurisdiction by, and venue in, the state and federal courts of the State of California, City of San Francisco, for any dispute between or among any of the Parties about or involving the Sites or Services, or arising out of, relating to or in connection with the Terms of Service or the Privacy Policy.

We will explicitly notify you each time we provide you with any investment advisory services. We will not assign any advisory responsibilities under the Advisers Act without your consent. These Terms of Service are not assignable, transferable or sublicensable by you except with our prior written consent. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. These Terms of Service include InterPrime’s acceptable use policy for Contributed Content, InterPrime’s Disclaimer and any notices regarding the Sites.

Apple-Specific Terms.

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the Sites compatible with the iOS operating system (“App”) of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to InterPrime at contact@InterPrime.co. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, InterPrime’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.