We at The Financial Clinic (the "Clinic," "we," "us," or "our") welcome you to our website (the "Website"). We provide the content and services available on the Website to you subject to the following terms and conditions of use (the "Terms"). By accessing or using any portion of the Website or any service or content on the Website, you are acknowledging that you have read, understand, and accept these Terms and agree, without limitation or qualification, to be bound by these Terms. If you do not agree to be bound by these Terms, please do not use this Website. If you have any questions, comments or concerns about these Terms, please contact Becky Smith at [email protected]
1. Changes to these Terms. We reserve the right, in our sole discretion, to change, add or remove portions of these Terms at any time and for any reason. If we make a material modification to these Terms, we will notify you by: (i) sending an email to the address associated with your account (we are not responsible for your failure to receive an email so sent, including as a result of the actions of your ISP or any email filtering service; therefore, you should add [thefinancialclinic.org] to the list of domains approved to send you email (commonly known as your "whitelist")); or (ii) displaying a notice above the text of these Terms for thirty (30) days, with (i) or (ii) each alone being deemed sufficient notification of such changes. After notice of a modification to these Terms has been posted for 30 days, the notice may be removed. If you choose to continue using the Website following such notification, you agree that by doing so you will be deemed to accept the new Terms. Your use of the Website constitutes your agreement to be bound by and comply with the then-current Terms. If at any time you no longer agree to be bound by or comply with these Terms, then you should stop accessing and using the Website.
3. Access and Access Credentials.
a. Subscription Users: Your right to use and access the Website is granted pursuant to a separate Subscription and Services Agreement between the Clinic and you, or the person from whom you received access credentials. This right does not include any downloading or copying of account information for the benefit of any third party other than your clients.
b. Free Trial Users: This Section applies only to users who have been granted (or who have received access credentials from a person who has been granted) express written permission by the Clinic to use Change Machine on a free trial basis, on the terms and for the length of time set out in the written document granting such permission (and if no such period is specified, the free trial will automatically expire after 30 days). At the end of the free trial period, you must immediately cease use of Change Machine unless you or the person from whom you received access credentials has entered into a Subscription and Services Agreement permitting your continued use, or as may otherwise be agreed in writing by the Clinic in its sole discretion. Your right to use and access the Website is granted pursuant to the terms of your free trial usage as agreed between the Clinic and you, or the person from whom you received access credentials. This right does not include any downloading or copying of account information for the benefit of any third party other than your clients.
c. All Users: Your use of the Website shall be subject to compliance with such Subscription and Services Agreement or terms of your free trial usage as well as these Terms, including the use restrictions in Section 5 hereof. Any unauthorized use by you shall terminate the permission or right granted to you by the Clinic under these Terms and the Subscription and Services Agreement. In the event of any conflict between these Terms and the Subscription and Services Agreement, these Terms shall govern. In order to access the Website, you must establish an authorized user account using the access credentials provided pursuant to the Subscription and Services Agreement. You are responsible for maintaining the confidentiality of your account password, and you agree that you are fully responsible for all usage and activities that occur under your account. You may not share your access credentials or password with any other person for any reason. You agree to notify Us immediately if you know of or suspect any use by any other person or any other unauthorized use of your account or any other breach of security, or loss, theft or unauthorized disclosure of your password.
4. Ownership and Intellectual Property. The Website, and all content available on the Website, including, but not limited to, text, graphics, logos, button icons, images, audio clips, video clips, data compilations, code and software, any combinations or compilation thereof, and other material provided by or on behalf of the Clinic (collectively, the "Content"), is the property of the Clinic or our affiliates, partners or licensors, and is protected by applicable copyright and/or other intellectual property rights and laws of the United States and other countries. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you shall not use the Content except as permitted under this Agreement. Any use other than as expressly permitted under these Terms or the Subscription and Services Agreement is not permitted without prior written consent from the Clinic. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
In addition, any trademarks, logos, service marks, trade dress, and any other designation of origin displayed on the Website (collectively, the "Trademarks") are the registered and unregistered marks of the Clinic or our affiliates, licensors or partners, and are protected by United States and international trademark laws. All other Trademarks not owned by the Clinic or our affiliates, partners or licensors that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Us. Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without the Clinic's prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by the Clinic in writing. All goodwill generated from the use of the Trademarks inures to the benefit of the Clinic.
Except as expressly permitted in Sections 5, 6 or 7 below, or as required under applicable law, neither the Content, the Trademarks nor any other portion of the Website may be used, reproduced, downloaded or stored (except for caching or as necessary to view content), duplicated, copied, distributed, transmitted, performed, published, licensed, sold, resold, accessed, modified, used to create derivative works or otherwise exploited, in full or in part, for any purpose without our prior written consent. No act of downloading or otherwise copying from the Website, even with our permission, will transfer title to any Content or Trademarks to you. We hereby expressly reserve all rights not expressly granted in and to the Website, the Content and the Trademarks.
5. Your Use of the Website. Subject to the terms and conditions of the Subscription and Services Agreement, we grant you a limited, revocable, and non-exclusive right to access and use the Website and the Content, in accordance with the terms of the Subscription and Services Agreement. However, we do not give you the right to, and you may not:
- make any use of the Website or its Content for any commercial use, including resale, recirculation or redistribution, or use or allow the use of the Website or its Content by or for the benefit of, any other person or entity, including, without limitation, raising money, advertising or promoting a product, service or company; or engaging in any pyramid or other multi-tiered marketing scheme, except with our express prior written permission or, if you receive access to the Website from your employer, as is reasonable within the scope of your employment;
- use any meta tags or any other "hidden text" utilizing our name or the Trademarks without our prior written consent;
- use any caching or unauthorized hypertext links to the Website or the framing of any Content available through the Website;
- circumvent, bypass, disable, or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or the Content;
- use software robots, spiders, crawlers, or similar data gathering and extraction tools, whether automated or manual, to access, acquire, copy or monitor any portion of the Website or any Content without our prior written consent;
- knowingly or intentionally take any other action that may impose an unreasonable burden or load on our Website, its servers or infrastructure;
- access or use the Website to collect any market research for a competing business; or
- upload to, distribute or otherwise publish through the Website any User Content (as defined below) that:
a) is confidential, proprietary, invasive of privacy or publicity rights, infringing on intellectual property rights, unlawful, harmful, threatening, false, fraudulent, libelous, defamatory, obscene, vulgar, profane, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, including, but not limited to any content that encourages conduct that would constitute a criminal offense, violates the rights of any party or otherwise gives rise to civil liability or otherwise violates any applicable U.S. or foreign laws;
b) may contain software viruses or malware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
c) contains advertisements or solicitations of any kind, or other commercial content;
d) contains personal information (including personally identifiable information such as messages that include phone numbers, Social Security numbers, payment card numbers, account numbers, addresses or employer references), except with respect to your clients, when the Clinic expressly asks you to provide such information about your clients and you have obtained permission from your clients to provide such information ;
e) contains messages by non-spokesperson employees of the Clinic purporting to speak on behalf of the Clinic or containing confidential information or expressing opinions concerning the Clinic;
f) contains messages that offer unauthorized downloads of any copyrighted, confidential or private information;
g) contains multiple messages placed within individual folders by the same user restating the same point; or
h) contains chain letters of any kind.
Any unauthorized use by you of the Website or Content will terminate your limited rights to use Website and the Content without prejudice to any other remedy we may have under applicable law and regardless of whether the Subscription and Services Agreement is terminated.
While we encourage you to state what is on your mind, you may not post, upload, transmit or otherwise make available any content through the Website that:
- violates the provisions set forth in Section 5;
- falsely identifies yourself or your e-mail address, impersonates any other person or entity, or otherwise misleads Us or other Website users as to the origin of any User Content;
- violates or infringes the copyright, trademark, or other intellectual property rights of any third party, or is provided or posted without the permission of the owner(s) of such rights;
- is otherwise deemed by Us in our sole discretion to be inappropriate for the Website.
The Clinic has the right, but not the obligation, to monitor User Content posted to the Website to determine compliance with these Terms and to satisfy any law, regulation or authorized government request, and may edit or remove any User Content provided to or posted on the Website for any reason. Notwithstanding the foregoing, any monitoring or review of User Content that we may conduct does not mean that we necessarily endorse, support, sanction, encourage, or agree with the comments, opinions or statements that contained in such User Content, and the Clinic does not verify that those comments posted are truthful, accurate or reliable.
7. Collection of Client Personal Information. Your use of the Website may include meeting with clients to coach them on financial behaviors using Change Machine. Any personal information collected from such clients will be stored by the Clinic or its service providers and will not be shared by the Clinic with third parties, except for those third party service providers with whom the Clinic will share anonymized client information for data processing; provided, however, that the Clinic (or its service providers for the Clinic's sole and exclusive use) may create and share anonymous aggregate data and statistics based on the client personal information submitted by you. Please do not post any confidential information of your clients as User Content, as described in Section 6 above, unless you are certain you have their express permission to do so and to make such information public. By submitting client information to Change Machine or to the Website, you represent and warrant to the Clinic that you have all necessary rights and/or permission to submit such information to Change Machine or the Website, as applicable.
8. Third Party Links. For your convenience, we may provide on the Website links to websites of other persons or entities. We are not responsible for the content of any third-party websites to which the Website links or is linked to, including any social network websites such as Twitter or Facebook that we may use to promote the Clinic and our activities. Links appearing on the Website are for convenience only and are not an endorsement by Us, or our affiliates or partners, of the referenced content, product, service, or supplier. Your linking to any third-party websites is at your own risk. We are in no way responsible for examining or evaluating, and do not warrant the offerings of, third-party websites linked to or from the Website, nor do we assume any responsibility or liability for the actions, content, products, or services of such websites, including, without limitation, their privacy statements and terms and conditions. You should carefully review the terms and conditions and privacy policies of all third-party websites that you visit.
9. Procedure for Claims Under the Digital Millennium Copyright Act. The Clinic respects the intellectual property rights of others and endeavors to comply with all relevant laws, and it expects its users to do the same. The Clinic will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws. The Clinic may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be infringing the intellectual property of a third party.
The Clinic's designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any notification of claimed infringement, which may be given under that Act is as follows:
Director of Strategic Initiatives
(646) 810-4050 ext. 103
If you believe that your work has been copied on the Website in a way that constitutes copyright infringement, please provide the Clinic's agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
10. Disclaimers. YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND YOU ACKNOWLEDGE THAT THE WEBSITE AND ALL CONTENT THEREIN ARE PRESENTED "AS IS" AND "AS AVAILABLE." TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS, THE WEBSITE, OR THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, AVAILABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE, THE CONTENT, OR INFORMATION AVAILABLE ON THE WEBSITE INCLUDING ANY USER CONTENT, IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, AND WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR ERRORS OR OMISSIONS IN THE WEBSITE, THE CONTENT OR OTHER SUCH INFORMATION. ANY CONTENT OR INFORMATION ON THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE.
11. Limitation of Liability. YOU AGREE THAT THE CLINIC, AND OUR AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, MEMBERS, OWNERS, AGENTS AND EMPLOYEES (THE "CLINIC PARTIES") WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (A) INTERRUPTION OF BUSINESS; (B) ACCESS DELAYS OR INTERRUPTIONS TO THE WEBSITE; (C) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT THE PRESENCE OF OR HYPERLINKING TO OR FROM THIRD-PARTY LINKS ON THE WEBSITE; (E) COMPUTER VIRUSES, TROJAN HORSES, WORMS OR OTHER HARMFUL COMPONENTS, SYSTEM FAILURE OR MALFUNCTION WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE WEBSITE, INCLUDING DURING HYPERLINKING TO OR FROM THIRD-PARTY WEBSITES; (F) INJURY OR DAMAGES ARISING OUT OF YOUR USE OF THE WEBSITE; OR (G) EVENTS BEYOND OUR REASONABLE CONTROL. FURTHER THE CLINIC PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE WEBSITE OR THE CONTENT THEREIN REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE CLINIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE CLINIC PARTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. IN NO EVENT SHALL THE CLINIC PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED $50.00 USD.
YOU ACKNOWLEDGE AND AGREE THAT (I) YOU ARE NOT SEEKING LEGAL SERVICES OR ADVICE HEREUNDER, (II) THE CLINIC HAS NO OBLIGATION TO UNDERTAKE ANY ACTIVITY THAT IS REQUIRED BY LAW TO BE PROVIDED SOLELY BY A LICENSED ATTORNEY, (III) YOU SHALL REMAIN RESPONSIBLE FOR YOUR PROVISION OF ANY SERVICES TO YOUR CLIENTS, AND (IV) THE CLINIC SHALL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES, COSTS OR LIABILITIES RELATED TO THE DELIVERY OF FINANCIAL ADVICE SERVICES TO YOUR CLIENTS BY YOU OR ANY OF YOUR EMPLOYEES, AGENTS, VOLUNTEERS OR AFFILIATES.
- All Users: You agree, at your own expense, to defend, indemnify and hold the Clinic Parties harmless for any loss, damages or costs incurred by the Clinic Parties, including reasonable attorneys' fees, resulting from any third party claim, action or demand arising out of or relating to (a) your use of the Website or Content; or (b) any User Content that you input, post, upload, distribute, e-mail, transmit or otherwise make available through the Website, including, without limitation, User Content containing the personal information of your clients.
- Free Trial Users: You agree, at your own expense, to defend, indemnify and hold the Clinic Parties harmless for any loss, damages or costs incurred by the Clinic Parties, including reasonable attorneys' fees, resulting from any third party claim, action or demand arising out of or relating to (a) your operation of your business, including your use of Change Machine and any advice given to your clients in connection with such use, excluding third party claims of infringement to the extent arising out of or relating to your use of the Website in accordance with these Terms and (ii) alleged breaches of any privacy or other rights of your clients.
- Indemnification Procedures: You may not in any event settle any such third party claim, action or demand described in 12(a) or (b) above without our written consent. The Clinic reserves the right to, in its sole discretion and at its own expense, participate in or assume the exclusive defense and control of any such third party claim, action, or demand otherwise subject to indemnification by you. You may not in any event settle any such third party claim, action or demand without our written consent. The Clinic reserves the right to, in its sole discretion and at its own expense, participate in or assume the exclusive defense and control of any such third party claim, action, or demand otherwise subject to indemnification by you.
13. Compliance with Laws. The Website is based in the United States. The Clinic makes no claims concerning whether the Website or any Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
14. Governing Law and Venue. These Terms are governed by the laws of the State of New York, without regard to any conflict of law principles thereof that might lead to the application of the laws of another jurisdiction. You hereby irrevocably consent to the exclusive personal jurisdiction of, and venue in, the state and federal courts located in New York County, New York, with respect to any disputes arising out of or relating to your use of the Website, and you hereby irrevocably waive all defense of lack of personal jurisdiction and forum non-conveniens.
15. Termination. We have the right to restrict, suspend or terminate your access to the Website if, in our sole discretion, you fail to comply with any provision of these Terms.
These Terms were last updated: November 13, 2015