All Rights Reserved
WEBSITE USER AGREEMENT
Welcome to the Vantage Retirement Plans, L.L.C. (“Vantage”) Website (the “Website”).
This electronic Website User Agreement (the “Agreement”) applies to the Vantage Website and all its content, both electronic and otherwise, as well as any features or content we may add in the future. This Agreement is between Vantage (“we” or “us” and the Website user (“you”). This Agreement sets forth the terms and conditions of your use of the Website. If you do not agree with the terms of this Agreement, you must immediately leave and refrain from using the Website. You should be aware, however, that any use of the Website is subject to the terms and conditions of this Agreement.
For purposes of this Agreement, “you” means any person or entity contacting and using any part of the Website, any person or entity obtaining a password for the password-protected areas of the Website, and any other persons or entities authorized to use your log-in information. “Content” means any and all information, services, hyperlinks, or other audio, visual, graphic, textual or other form of material or data displayed on the Website.
1. General Disclaimer.
A. Website Content. Certain Content, including but not limited to financial information and research, market data, tools, and commentary available on or through this Website is provided and made available by Vantage for general reference and educational purposes only.
B. No Recommendation. Vantage does not offer and will not provide, through its Website or otherwise, any investment advice, structure, guidance, or strategies, or any tax advice, legal advice, due diligence, research, recording services, or endorsement of professional relationships or products (“Advisory Activities”). Vantage has not made, and you may not rely upon, any representations, warranties, promises, or guarantees regarding any investment, including, but not limited to, the quality of an investment, investment performance, preservation of capital, return on capital, feasibility of an investment strategy, security lien positions, placement of security interests, the credibility of business practices, ethics of any kind, or an investment’s compliance with the Employee Retirement Income Securities Act (“ERISA”), the Internal Revenue Code (“IRC”), or any applicable federal, state, or local law, including securities laws (“Investment Representations”). If you desire any Advisory Activities or Investment Representations, you may not look to or rely on Vantage, in the broadest sense, but must consult with an appropriate legal, accounting, or financial professional. The availability of information on this Website does not constitute Advisory Activities or Investment Representations, nor does it constitute a solicitation or offer to buy or sell any investment product. I am aware of the transactions prohibited by Internal Revenue Code Section 4975 (“Prohibited Transactions”). I will not participate in or request Administrator to participate in any Prohibited Transaction, and I will fully indemnify Administrator in the event I participate in any Prohibited Transaction.
C. Information Accuracy. Vantage does not guarantee the accuracy of any information contained on the Website. Vantage is not responsible for the quality or suitability of any information contained on the Website.
D. Liability Waiver. Understanding that Vantage will not provide Advisory Activities, make Investment Representations, or participate in Prohibited Transactions, you release Vantage from any claims regarding Advisory Activities, Investment Representations, and Prohibited Transactions, in the broadest sense. Specifically, you release and forever discharge Vantage, and covenant not to directly or indirectly sue for or otherwise assert against Vantage, in any forum, any and all claims of any nature whatsoever, which you had, now have, or may claim to have against Vantage, arising out of or related to Advisory Activities, Investment Representations, or Prohibited Transactions. This release extends to all claims, whether known or unknown, present or future. Assent to this Agreement evidences your intention to fully, finally, and forever release any claims regarding Advisory Activities, Investment Representations, or Prohibited Transactions, and in furtherance of this intention, this release remains in effect as a full and complete release notwithstanding the discovery of any additional claims or facts. You acknowledge that any reliance on information obtained through your use of the Website, including through any linked sites, is at your sole risk, and that you assume full responsibility for any and all costs associated in any way with use of the Website and the materials it contains and any linked sites, and that Vantage, its officers, directors, and employees are not liable for damages of any kind, whether or not such damages might have been foreseeable, related to your use of the Website, the materials and information it contains, or any linked sites. You agree to indemnify, defend, and hold harmless Vantage and all of its employees, agents, and representatives, from any claims asserted by a third party arising from your use of the Website, except for claims which pertain to Vantage’s ownership of intellectual property rights in the Content.
2. Obligations Undertaken by You for use of the Website.
A. Use of Website. You agree to use the Website only for the purpose described herein.
B. Equipment and Maintenance. You must obtain, operate, and maintain, at your own expense, such hardware, software, and telecommunications equipment and services as may be necessary or appropriate to access the Internet and to facilitate the proper use of the Website.
C. Procedures and Help Text. You agree to refer to and follow all procedures provided by Vantage with respect to the use of the Website, including those set forth in this Agreement, the help text provided within the Website (“Help Text”), and any other written or oral instructions or procedures. You are solely responsible for any losses, expenses, or damages incurred by any party because of the failure to refer to, understand, or follow such procedures, instructions, or Help Text.
3. Website Availability.Access to the Website may be limited or unavailable at times due to periodic maintenance, system upgrades, and/or other reasons beyond Vantage’s control. Vantage is not responsible for inaccessibility of the Website at any time. If you wish to access the Website and the Website is unavailable, please immediately contact a representative at Vantage for further instructions.
4. Internet Transmission. The Website performs in conjunction with and relies on the availability of the Internet. You acknowledge that Vantage is not responsible for Internet communication errors or failures. Should Vantage become aware of a failure in the communication process, it will make commercially reasonable efforts (that have been determined by Vantage in its sole discretion) to correct such failure. Vantage is not responsible for any damages resulting from your use of or reliance on the Website.
5. Ownership of Intellectual Property Rights. You acknowledge that this Agreement does not vest in you any right, title, or interest in or to the Website or the Content, or any intellectual property, copyright, trademark, service mark, trade name, service name, logo or associated marks and/or symbols of Vantage. You must not take action inconsistent with Vantage’s ownership of Vantage’s Website, the Content, or any intellectual property, copyright, trademark, service mark, trade name, service name, logo or associated marks and/or symbols of Vantage.
7. Indemnification. Vantage has no liability for any loss resulting: from changes in the market value of an asset; from action taken in reliance upon notice, instruction, direction, or approval from you to Vantage; by reason of any exercise or failure to exercise investment direction or authority by you; by reason of Vantage’s refusal to act in accordance with any exercise of investment direction by you; by reason of any other act or failure to act by you; or by reason of any prohibited transaction or Account disqualification occurring as a result of any action taken or not taken by Vantage in reliance on direction from you. You waive and hold Vantage harmless from any and all claims, including, but not limited to, damages, court costs, legal fees, and costs of investigation, arising: as a result of changes in the market value of any asset; as a result of action taken in reliance upon notice, instruction, direction, or approval received from you to Vantage; or by reason of any exercise or failure to exercise investment direction authority by you; or by reason of Vantage’s refusal to act in accordance with any exercise of investment direction by you; or by reason of any other act or failure to act by you; or by reason of any prohibited transaction or Account disqualification occurring as a result of any action taken or not taken by Vantage in reliance on direction from you.
8. Limitation of Liability. Vantage does not guarantee the timeliness, sequence, accuracy, or completeness of any information obtained by you through the Website. Vantage is not liable to you or any other person for any claims, losses, expenses, or costs, including attorney’s fees, relating in any way to any information provided through the Website, or relating in any way to Vantage’s performance of its duties under this Agreement, nor does Vantage incur any liability for its refusal to act on any unclear or ambiguous direction or any direction that is determined to be in contravention of this Agreement or any applicable law.
A. The parties represent and warrant that they have the full power and authority to enter into this Agreement and to perform their respective obligations hereunder.
B. Vantage represents and warrants that it has the right to grant the access described herein and that the use of the Website as contemplated herein does not, to the best of Vantage’s knowledge, infringe on the rights of any third party.
C. You represent and warrant that you use the Website only in compliance with the instructions and policies of Vantage, and that you will take commercially reasonable steps (that have been determined by Vantage in its sole discretion) to ensure the accuracy of any data transmitted to Vantage. Vantage is not liable for any damages resulting either directly or indirectly from the data transmitted by you.
D. EXCEPT AS PROVIDED IN THIS SECTION, THE WEBSITE AND RELATED SERVICES ARE PROVIDED ON AN AS-IS BASIS. YOU ACKNOWLEDGE THAT VANTAGE EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE USE OF THE WEBSITE. VANTAGE DOES NOT WARRANT THAT THE OPERATION OF THE WEBSITE OR PERFORMANCE OF THE SERVICES ARE UNINTERRUPTED OR ERROR-FREE, NOR DOES VANTAGE WARRANT THE ACCURACY OF THE INFORMATION PROVIDED BY OR OBTAINED THROUGH THE WEBSITE.
10. Amendments. Any amendments to this Agreement are reflected in the current version of this Agreement, which is accessible on the Website. You agree to be bound by all terms of such amendments or modifications through your continued use of the Website.
11. Prior Understandings. This Agreement supersedes all prior communications, whether oral or written, relating to the subject matter of this Agreement.
12. Waiver. No waiver of any provision of this Agreement constitutes a waiver of any other provision, whether or not similar, and no waiver of any provision of this Agreement on any occasion constitutes a waiver on any other occasion.
13. Severability. If any provision of this Agreement is deemed in violation of law or is unenforceable, the remainder of this Agreement with such provision omitted is intended to remain in full force and effect.
14. Compliance with Law. Each party agrees to abide by all applicable federal and state laws and regulations in connection with the performance of its obligations under this Agreement.
15. Termination. This Agreement terminates immediately upon notification by Vantage at its discretion. If this Agreement is terminated, your permission to use the Website also terminates. This Agreement and any subsequent amendments or modifications are effective unless and until terminated by Vantage. Vantage may, in its sole discretion, terminate this Agreement at any time without notice to you, and accordingly deny you access to any area of the Website if you fail to comply with the provisions of this Agreement.
16. Incorporation of Account Application. If you or any affiliate have an account with Vantage, this Agreement incorporates the terms and conditions of your Account Application.
17. Governing Law. This Agreement is construed by and governed in accordance with the laws of the State of Arizona.
18. Dispute Resolution. You hereby agree that any and all claims or disputes relating to this Agreement must be resolved pursuant to the dispute resolution provisions of the Account Owner(s)’ Agreement with Vantage (which are further outlined below in the section titled Arbitration and Governing Law Provisions), and that you do not maintain any separate claims or cause of action against Vantage because of this Agreement or otherwise. Any and all claims that a party may have against Vantage relating to this service or a Vantage account vests solely in and for the benefit of the Account Owner.
19. Hardware Requirements. You acknowledge that there are minimum computer hardware requirements necessary for you to receive and view your electronic communications online. You agree to maintain the following requirements to notify Vantage, the I-Delivery Administrator or your FR of your inability to access or view the documents:
A. A valid e-mail address;
B. Internet access;
C. Adobe Acrobat Reader*;
D. A computer that meets the following minimum hardware/software requirements:
(i) For a PC: Internet Explorer 5.5 or higher
(ii) For a MAC: Internet Explorer 5.1 or newer, Safari 1.0.3;
(iii) 1024 x 768 pixel screen resolution;
(iv) A modem (56K or higher recommended)**;
(v) 32 MB (64 MB recommended of random access memory (RAM));
(vi) At least 1 MB of video memory;
*To view your account statements on the Internet, you must have Adobe Acrobat Reader 5.0 (or higher) installed on your computer. You can download Adobe Acrobat Reader from Adobe’s web site for free. When you are asked if you would like to save the file to disk or open it, select the open option and the Adobe Acrobat program loads onto your computer.
** A 56K dial up connection sees a significantly slower speed than DSL, ISDN, or T1 users.
A. Information on Printed Statements. Your electronic communications may be printed on your local printer. The printed statements are similar to and contain all the elements of the printed statement version, including account information, transactions, positions, important business and regulatory disclosures, and all fees that have been charged. The printed invoice contains account information, and applicable fees due on the account.
B. Access. To access, retain and print the agreement, statements, fee invoices, newsletters or other web pages for your records, use the print functionality contained in either your web browser or Adobe Acrobat Reader. By using your browser, you can print the Agreement and any of the site’s pages. By using Adobe Acrobat Reader, you can print your actual statements, invoices and newsletters.
21. Duplicate Copy. In the event your access to the Internet or a printer is temporarily disabled, you may request a printed copy of your statement, invoice or newsletter to be mailed to you.
22. Hyperlinks to Third Party Information and Value Added Services. This Website may contain electronic hyperlinks to other sites. Vantage offers these hyperlinks as an accommodation to you and other users, but does not guarantee and is not responsible for the accuracy, quality, or suitability of the information provided on websites located through such hyperlinks, nor is Vantage responsible for the privacy practices of such other sites and sponsoring companies. When you leave the Website by means of a hyperlink, you are subjecting yourself to whatever policies and practices might be employed by the operators of the other websites, and Vantage has no control over such activities. It is strongly recommended that you read and familiarize yourself with the user policies of other websites before utilizing the contents of those sites.
23. Investment Products Not FDIC Insured. With the exception of a deposit account(s) held with FDIC-insured third-party financial institution(s), the investments that you purchase and hold in your account are not insured by the FDIC; are not deposits or other obligations of Vantage or its affiliates and are not guaranteed by Vantage or its affiliates; and are subject to investment risks, including possible loss of the principal invested.
24. Arbitration and Governing Law Provisions. By using the Website you agree that all claims and disputes of every type and matter which may arise between you and Vantage are submitted to binding arbitration pursuant to the Commercial Arbitration rules of the American Arbitration Association. To the extent not preempted by federal law, Arizona law (including without limitation Arizona statutes governing arbitration proceedings) controls during the arbitration. You expressly waive any right you may have to institute or conduct litigation or arbitration in any other forum or location, or before any other body, whether individually, representatively or in another capacity. Arbitration is final and binding on the parties. An award rendered by the arbitrator(s) may be confirmed in any court having jurisdiction over the parties. In arbitration the parties are entitled to a fair hearing, but arbitration procedures are simpler and more limited than rules applicable in court. The arbitrator’s award is not required to include factual findings or legal reasoning, and any party’s right to appeal or to seek modification of rulings by the arbitrator is strictly limited.
25. Acceptable Use. The Website may not be used in violation of any community standards, accepted Internet policy, laws or regulations of local, state, foreign or Federal governments or agencies thereof, or international treaty. Actions such as, but not limited to, misuse of copyrighted, patented or protected materials, use of the Website for defamatory, threatening or obscene purposes, the mass distribution of any message on an intrusive basis to users of the Internet, or denial-of-service or security related attacks are prohibited.
27. Downtime and Interruptions in Service. Vantage strives to keep the Website available on a continuous basis. However, as with all computer software systems, periodic upgrades and other service sometimes is required. In addition, telecommunications links that are necessary to operate the Website are maintained by third parties, and Vantage has no control over the ability of such external systems to remain in operation without disruption. Thus, you acknowledge that the Website may be occasionally unavailable due to such periodic maintenance or to other unexpected interruptions, and Vantage is not responsible for inaccessibility during such downtimes.
28. Modification to Website or Services Provided on the Website. Vantage may modify the Content of the Website at any time without notice. Vantage makes no guarantee that all services currently offered on the Website remain available for any specific period of time. Additionally, from time to time Vantage may modify or amend this Agreement. Any such changes are reflected in the then-current version of the Agreement, which is accessible on the Website. You agree to be bound by all terms of such amendments or modifications through your continued use of the Website.
29. General Provisions. This Agreement sets forth the entire agreement between Vantage and you related to the subject matter addressed above. If any provision of this Agreement is invalid or unenforceable, the remainder of the Agreement remains in force and the affected provisions are deemed modified so as to be enforceable to the maximum extent permitted by law. You may not assign this Agreement to a third party without Vantage’s prior consent. Vantage is not deemed to have waived any rights herein by electing not to enforce such rights. Vantage is not responsible for any failure in performance that is due to causes or occurrences beyond its reasonable control.
30. Consent to Electronic Agreement. This Agreement contains the terms and conditions governing the Vantage Website.