Last updated on January 7, 2019
Please read this Agreement carefully. THIS AGREEMENT REQUIRES ALL DISPUTES TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION CLAUSE APPEAR IN SECTION TITLED ARBITRATION BELOW.
By providing your email to enroll for use of our Services, you consent to receive all notices and information regarding the Portal and other offerings electronically. Electronic communications may be posted on the Portal and/or delivered to your registered e-mail address. All communications in electronic format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication. Your consent to receive communications electronically is valid for as long as you continue to access and use the Portal. It is your responsibility to provide us with true, accurate and complete e-mail addresses, contact and other information related to this disclosure and to maintain and update promptly any changes in this information. You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or change the terms and conditions on which we provide electronic communications and will provide you notice thereof in accordance with applicable law.
The overall integrity and quality of the data presented in the Portal to you is an important element in providing you with a high quality and accurate picture of your personal finances. Cerity Partners, however, is not responsible for, makes no independent verification of, and cannot guarantee the accuracy or timeliness of the data you enter into the Portal.
Obligations While Using the Portal
Confidentiality: You agree and understand that you are responsible for maintaining the confidentiality of your Portal login information and password. You should also maintain appropriate anti-virus and anti-malware software on your computer, so that your Portal login information is not compromised through your own negligence. If you receive evidence that someone has committed fraud by accessing your portal account you must contact us immediately.
You agree that you will NOT do any of the following: (i) engage in behavior that will put your personal information at unnecessary risk, such as leaving, transmitting, or publishing your login or passwords; (ii) use the Portal for illegal purposes, (iii) use Portal to transmit anything that is unlawful, libelous, intended to harass or violate the rights of another; (iv) resell or make any commercial use of the Portal, as they are intended solely for your use as an end user; (v) reverse engineer or decompile any technology associated with the Portal, (vi) use any robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor the Portal or any portion thereof without our prior written consent; (vii) post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements; or ix) transfer or resell the Portal.
The financial wellness score is a proprietary calculation which measures the strength your personal finances based on solely the data you have entered into the portal. The calculation balances many factors including budget, debt, savings, insurance coverage, estate planning, and the completion of the assigned tasks. The score is for informational purposes only, does not capture all aspects of your personal finances, and should not be relied upon to make any investment decision or other financial decision.
Any of our trade secrets, computer software, product specifications as well as any non-public technical, financial or business information that we share with you is our confidential information (“Confidential Information”). You agree not to disclose or share any of our Confidential Information with any third party, including, without limitation, any members of the press or colleagues.
The technology and content provided in connection with the Portal, in all forms, are either owned by us or licensed by us from third party licensors. Such content includes the look and feel of the Portal, all promotional materials, and in general include all text, graphics, photographs, illustrations, images, videos, tutorials, notices, software and other content, which is protected by the copyright law of the United States and international treaties, trademark and patent laws, and other intellectual property laws. We grant you a nonexclusive, limited, royalty-free, revocable license during the term of this Agreement to use our Portal content strictly to facilitate your personal, non-commercial use of the Portal. Cerity Partners, the Cerity Partners logo and other marks are our trademarks and service marks. Any other product names and company logos found on promotional materials are the trademarks or service marks of their respective owners. Except as indicated in this paragraph, you may not copy, reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any of our content, information or trademarks without our express, written consent.
NOTWITHSTANDING ANYTHING STATED IN THIS AGREEMENT TO THE CONTRARY, CERITY PARTNERS, ITS LICENSORS, AND AGENTS REPRESENT THAT THE PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. CERITY PARTNERS, ITS LICENSORS AND AGENTS ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU, OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE PORTAL. CERITY PARTNERS, ITS LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE PORTAL AND ANY INFORMATION, PRODUCTS AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE PORTAL, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITATION, CERITY PARTNERS DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE PORTAL AND ANY INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE PORTAL IS AT YOUR SOLE RISK.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CERITY PARTNERS, ITS LICENSORS AND AGENTS WILL NOT BE LIABLE FOR THE ACCURACY OR RELIABILITY OF ANY DATA, INFORMATION OR CONTENT, FOR ANY INTERRUPTION OF ACCESS TO THE PORTAL, OR FOR ANY FAILURE OR DELAY RESULTING FROM ANY ACTS OF FORCE MAJEURE OR ACTS THAT ARE OTHERWISE OUTSIDE OF CERITY PARTNERS’ OR ITS LICENSORS’ OR AGENTS’ REASONABLE CONTROL, OR ANY INTERNET OR TELECOMMUNICATIONS FAILURE OR YOUR INABILITY TO ACCESS THE PORTAL. NOR CAN CERITY PARTNERS OR ITS AFFILIATES, LICENSORS OR AGENTS GUARANTEE THE COMPLETE SECURITY OF THE PORTAL, THAT THE QUALITY OF PORTAL WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. YOU AGREE THAT ANY DOWNLOADS OF CONTENT OR MATERIALS RELATED TO THE PORTAL IS DONE AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF OR ACCESS TO ANY SUCH MATERIALS. IN ADDITION, WE CANNOT ALWAYS ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES WITH THE SERVICES, EITHER PRESENTLY OR AS THEY EVOLVE; THE SERVICES MAY CONTAIN BUGS, ERRORS OR OTHER PROBLEMS, WHICH MAY RESULT IN LOSS OF DATA OR SETTINGS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NEITHER CERITY PARTNERS NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE PORTAL. NEITHER CERITY PARTNERS NOR ITS CONTENT PROVIDERS SHALL BE CONSIDERED AN "EXPERT" UNDER THE SECURITIES ACT OF 1933. NEITHER CERITY PARTNERS NOR ITS CONTENT PROVIDERS WARRANT THAT THE PORTAL COMPLIES WITH THE REQUIREMENTS OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, THE SECURITIES AND EXCHANGE COMMISSION OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF CERITY PARTNERS, ITS AFFILIATES, LICENSORS AND AGENTS TO YOU SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). CERITY PARTNERS, ITS LICENSORS AND AGENTS SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR DAMAGES MEASURED BY LOST PROFITS, OR FOR DAMAGES FOR LOST OPPORTUNITY, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE OR SPECULATIVE LOSSES, EVEN IF CERITY PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE PORTAL; THE COST OF SUBSTITUTE GOODS OR SERVICES; ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE PORTAL; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANYONE RELATED TO YOUR USE OF THE PORTAL; THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR ANY PROVIDER OR THIRD PARTY WEBSITE, OR ANY OTHER MATTER RELATING TO THE PORTAL. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OR EXCLUSION OF CERTAIN CATEGORIES OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE SERVICES MAY BE AVAILABLE THROUGH A COMPATIBLE MOBILE DEVICE, INTERNET AND/OR NETWORK ACCESS AND MAY REQUIRE SOFTWARE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THESE REQUIREMENTS, INCLUDING ANY APPLICABLE CHANGES, UPDATES AND FEES AS WELL AS THE TERMS OF YOUR AGREEMENT WITH YOUR MOBILE DEVICE AND TELECOMMUNICATIONS PROVIDER. CERITY PARTNERS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
This Agreement and the use of the Portal will be governed exclusively by the laws applicable in the State of New York, excluding its provisions on conflicts or choice of law. Subject to the arbitration provision below, you irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the state courts in New York, New York or federal court for the Southern District of New York with respect to any dispute or litigation arising under this Agreement or as the result of your use of the Portal.
ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO USE OF THE PORTAL, THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION RATHER THAN A COURT IN NEW YORK, NEW YORK BEFORE A SOLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY AMERICAN ARBITRATION ASSOCIATION PURSUANT TO STREAMLINED ARBITRATION RULES AND PROCEDURES, AND THE ARBITRATOR SHALL APPLY THE LAWS APPLICABLE IN THE STATE OF NEW YORK. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION AS SPECIFIED ABOVE UNDER “GOVERNING LAW AND VENUE.” THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING INJUNCTIONS OR OTHER FORMS OF EQUITABLE RELIEF OR PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. YOU AGREE THAT ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU ARE WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. IN ANY ARBITRATION, THE ARBITRATOR MAY, IN THE AWARD, ALLOCATE ALL OR PART OF THE COSTS OF THE ARBITRATION, INCLUDING THE FEES OF THE ARBITRATOR AND THE REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY, AND SHALL DETERMINE THE PREVAILING PARTY FOR THIS PURPOSE.
If you believe that your intellectual property is being used on the Portal in a way that constitutes copyright infringement, please provide us written notice (set forth below) with the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):
The information specified above must be sent to us at,:
Attention: Privacy & Security
Cerity Partners LLC
335 Madison Avenue, 23rd Floor
New York, NY 10017
Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide may be shared with third parties, including the person who provided the allegedly infringing material. Upon receipt of a bona fide infringement notification, we will remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user's access to the Portal.
We may revise this Agreement at any time, and therefore we suggest that you check this Agreement from time to time. We may notify you of any changes at the e-mail address you provided to us and you agree to accept email communications, links to and/or our posting of any revised Agreement in the Portal, and you agree that any of these means of our communicating a change in the Agreement constitutes adequate notice to you. Your continued access or use of the Portal indicates your agreement to be bound by any such revisions.
You agree to indemnify, defend and hold us and any of our affiliates, licensors and agents, and all of their officers, directors, employees, agents, information providers and licensors harmless from and against any and all third-party claims, damages, liability and costs (including attorneys’ fees and costs) incurred by any of these parties that arise out of or are caused by your use of the Portal, your violation of this Agreement, your infringement of any intellectual property rights, or violation by any user of your account in the Portal. In the event that there are third party claims against you for which you properly seek damages from us under this Agreement, or we are subject to any claim for which we have the right to be indemnified by you, we reserve the right at our expense in the case of claims by third parties against you, and at your expense in the case of claims for which we have the right to be indemnified by you, to assume the exclusive defense and control of any such claim, and you agree that in any event no such claim can be settled without our written consent.
We make managing your personal finances convenient and as streamlined as possible. However we are not, by providing you access to and use of the Portal, offering or rendering tax or legal advice. Before making financial or investment decisions, we recommend that you contact an investment advisor, or tax or legal professional. Cerity Partners separately from the Portal offers and provides investment advice and tax services.
We do not waive our rights by delaying or failing to exercise them at anytime. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected.
Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation of any provision of this Agreement.
Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
Cerity Partners Retirement Plan Advisors LLC recognizes the importance of protecting the privacy of our clients. Protecting your privacy is fundamental to the way we conduct business, whether over the Internet, over the telephone, or in our offices. We want you to know what information we collect and how we use and safeguard that information.
We collect certain personal identifying information about you (such as your name, address, social security number, etc.) from information that you provide on applications or other forms as well as communications (electronic, telephone, written or in person) with you or your authorized representatives (such as your attorney, accountant, etc.). We also collect information about your brokerage accounts and transactions (such as purchases, sales, account balances, inquiries, etc.).
We do not disclose the personal information we collect about our Clients to anyone except: (i) in furtherance of our business relationship with them and then only to those persons necessary to effect the transactions and provide the services that they authorize (such as broker-dealers, custodians, independent managers etc.); (ii) to persons assessing our compliance with industry standards (e.g., professional licensing authorities, etc.); (iii) our attorneys, accountants, and auditors; or (iv) as otherwise provided by law.
We maintain physical, electronic and procedural safeguards that comply with applicable federal or state standards.
Our policy about obtaining and disclosing information may change from time to time. We will provide you notice of any material change to this policy before we implement the change.
If you have any questions or concerns regarding this notice, please contact your Partner/Principal.