RIA CENTRAL LLC
TERMS OF USE
1. ACCEPTANCE OF TERMS
RIA Central LLC (“RIA Central” or “us”) provides its internet-based portals to information, social networking communication platforms and other online services called the RIA Central Platform (collectively the “Service”) to you, subject to the following Terms of Use (“Terms of Use”), which may be updated by RIA Central from time to time upon providing notice on the Service and/or sending a notice to your email address. Please check the Terms of Use periodically for any changes. Generally, the Service is restricted to registered users who hold securities licenses or professional financial designations; other users are not permitted to use the Service without RIA Central’s permission. In addition, when using the Service or associated third party services, you are subject to any posted guidelines or restrictions applicable to those specific services. These Terms of Use are incorporated into all of those guidelines. Your continued use of the Service constitutes your agreement to and acknowledgment of these Terms of Use, including but not limited to any changes to these Terms of Use.
2. DESCRIPTION OF SERVICE
The Service may include, without limitation, postings or articles regarding current issues of interest to registered investment advisors, links to our libraries of publications, product reviews and ratings, the due diligence marketplace, videos and webinars, or other potentially useful sources of information or products, discussion groups and blogs, and subscription and notification services. Some elements of the Service may not be accessible by all persons who access the RIA Central Platform (the current homepage is located at riacentral.com), and certain elements of the Service may require registration and the creation of a registered user account, and certain other elements of the Service may require the payment of a fee (for example, registering for a webinar).
Unless explicitly stated otherwise, all new features that enhance the current Service are subject to these Terms of Use. The Service is provided “AS IS” and “AS AVAILABLE” and RIA Central assumes no responsibility for the timeliness, reliability, deletion, misdelivery or failure to store any user communications or personalization settings. In order to access and use the Service, you must have all the equipment and services necessary to connect to the internet, and pay any fees or costs associated with such equipment and services.
3. REGISTRATION OBLIGATIONS
For portions of the Service requiring registration, you must: (a) provide accurate, current and complete information about yourself (the “Participant Profile”), (b) certify that you hold a valid securities licenses or a professional financial designation (or other specific qualification criteria approved by RIA Central), and (c) maintain and promptly updateimmediately notify RIA Central by sending an email to info@riacentral.com if any of your Participant Profile information changes or is no longer accurate the Participant Profile form to keep it accurate, current and complete. If you provide any information that is inaccurate, not current or incomplete, or RIA Central has reasonable grounds to suspect that your Participant Profile form is inaccurate, not current or incomplete, RIA Central has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion of the Service).
4. PRIVACY POLICY
RIA Central shall handle your personal information pursuant to RIA Central’s Privacy Policy. Please review and be familiar with the terms of RIA Central Privacy Policy, the terms of which are incorporated in these Terms of Use.
5. PARTICIPANT ACCOUNT, PASSWORD AND SECURITY
To access any portion of the Service that requires a password, you will create a password and account designation upon completing the Service’s Participant Profile form. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You must immediately notify RIA Central of any unauthorized use of your password or account or any other breach of security. RIA Central cannot and will not be liable for any loss or damage arising from your failure to comply with this section. You may change your password or user name by following instructions on the Service.
6. PARTICIPANT CONDUCT
You understand that all information, data, text, software, documents, files, photographs, graphics, video, links, messages, reviews, advertisement or other materials or communications (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom that Content originated. This means that you, and not RIA Central, are entirely responsible for all Content that you upload, post, email or otherwise transmit using the Service. You may not use the Service to:
(a) upload, post, email or otherwise transmit any Content that, under the circumstances in RIA Central’s good faith judgment is, or is likely to be perceived by an intended recipient or target as, unlawful, harmful, threatening, abusive, harassing, “stalking,” tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) advertise or market a product or service, or otherwise use the Service or any Content for any commercial or promotional purpose, without RIA Central’s prior permission;
(d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(e) upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(g) use the Service in an manner that may create a conflict of interest, such as submitting false or fraudulent reviews and ratings, trading reviews with other reviewers, or soliciting any other kinds of “fake” reviews or ratings, posts or comments;
(h) upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) attack others, engage in “flame wars,” disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to engage in civil online communication exchanges;
(j) interfere with or disrupt use or enjoyment of the Service or servers or networks connected to the Service or the Internet, or disobey any requirements, procedures, policies or regulations of those networks;
(k) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations relating to the export or transmission of technical data, regulations, rules or guidelines promulgated by the U.S. Securities and Exchange Commission and/or any state regulators, any rules or regulations promulgated by the Federal Trade Commission, any rules of any national or other securities exchange, including, but not limited to, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the rules or guidelines of industry organizations, including but not limited to FINRA and the Better Business Bureau, and any regulations having the force of law;
(l) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, access to the Service, or any Content on the Service without RIA Central’s written consent;
(m) record, process, or mine information about other users or members, or access, retrieve or index the Content for purposes of constructing or populating a searchable database of product or service reviews; or
(m) violate generally prevailing internet or social media etiquette (such as respect for others’ ideas and privacy, no personal attacks, no profanity or obscenity, staying “on topic” in discussions), or rules that may apply to specific portions of the Service that you view or use, including, but not limited to, clubs or community rules and third party service restrictions.
7. INTERNATIONAL INFORMATION
Recognizing the global nature of the Internet, you must comply with all local rules regarding online conduct and acceptable Content. Specifically, you must comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside or are accessing the Service. In addition, note that the laws of certain countries may restrict certain online activity and it is your responsibility to comply with these Terms of Use as well as applicable laws, rules and regulations.
8. CONTENT ACCESSED
RIA Central does not control or endorse all Content posted via the Service and so does not guarantee the accuracy, reliability, integrity or quality of that Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent, objectionable, incorrect, misleading or not suited for its intended purposes. Under no circumstances will RIA Central be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of or reliance on any Content posted, emailed or otherwise transmitted using the Service. You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of that Content. In this regard, you may not rely on any Content, including, but not limited to, information in message boards, communities, web pages, libraries, the due diligence marketplace, and in all other parts of the Service. RIA Central does not provide securities, investment or legal advice. Do not act on or rely on any information from the Service without consulting with an appropriate and licensed professional.
You acknowledge and agree that all Content is protected by copyrights and other proprietary rights and laws. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Content, unless you have obtained prior written permission from RIA Central and/or the owner of the proprietary rights to the specific Content.
9. CONTENT SUBMITTED
RIA Central does not own Content you submit, unless we specifically tell you otherwise before you submit it. You license the Content to RIA Central as set forth below for the purpose of displaying and distributing that Content on or in connection with the Service and for the promotion and marketing of the Service. By submitting Content in connection with using the Service, you automatically grant, or warrant that the owner of that Content has expressly granted, to RIA Central the royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, delete, take down, translate, create derivative works from, distribute, perform and display that Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed.
RIA Central generally does not pre-screen Content, but RIA Central and its designees and service providers have the right (but not the obligation) in their sole discretion to refuse, edit, move or remove any Content that is publicly available via the Service. Without limiting the foregoing, RIA Central and its designees and service providers have the right to remove any Content that violates these Terms of Use or is otherwise objectionable. You agree that RIA Central shall have the sole right to determine whether or not any Content complies with these Terms of Use, and you further agree that you shall not hold RIA Central responsible or liable for any such determination, even if the Content regards you, your company, or any of you or your company’s products or services.
10. INDEMNITY
You shall indemnify and hold RIA Central, and its members, subsidiaries, affiliates, co-branders, service providers, and their respective directors, owners, managers, officers, employees, agents and contractors, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content that you provide, your use of the Service, your connection to the Service, your violation of these Terms of Use, or your violation of any rights of another.
11. USE AND STORAGE
RIA Central may establish general practices and limits concerning use of the Service, including, but not limited to, who may access certain parts of the Service, the maximum number of days that messages, postings, files or other uploaded Content will be retained by the Service, the maximum size of any messages, postings or files that may be uploaded to or received by an account on the Service, the maximum disk space that will be allotted on RIA Central’s or its service providers’ servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service (or any portion of it) in a given period of time. Neither RIA Central nor any of its service providers has any responsibility or liability for the deletion or failure to store any messages, postings, files and other communications or other Content maintained or transmitted by the Service. RIA Central reserves the rights to log off accounts that are inactive for 60 days or longer, or to allow its service providers to do this with respect to the services they provide. Further, RIA Central reserves the right to change these general practices and limits at any time, in its sole discretion, upon providing notice.
12. MODIFICATIONS TO THE SERVICE
RIA Central reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part of the Service) with or without notice. RIA Central is not liable to you or to any third party for any modification, suspension or discontinuance of the Service.
13. TERMINATION
RIA Central, in its sole discretion, may terminate your password, account (or any part of your account) or use of or access to the Service, and remove and discard any Content within the Service, for any reason, including but not limited to, for lack of use or if RIA Central believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. RIA Central may also in its sole discretion and at any time discontinue providing the Service, or any part of the Service, with or without notice. Any termination of your access to the Service (or any portion of the Service) under any provision of these Terms of Use may be made without prior notice, and RIA Central (or one or more of its service providers) may immediately deactivate or delete your account and all related information and files associated with your account and/or bar any further access to those files or the Service. Further, neither RIA Central nor any of its service providers is liable to you or any third party for any termination of your access to the Service. Finally, termination does not relieve you of the consequences of your actions while using the Service before termination. The following provisions of these Terms of Use survive termination of these Terms of Use, as well as all other provisions which by their nature should continue: PRIVACY POLICY, CONTENT SUBMITTED, CONTENT ACCESSED, INDEMNITY, TERMINATION, ADVERTISER INFORMATION AND LEAD GENERATION, LINKS, PROPRIETARY RIGHTS, DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, EXCLUSIONS, FINANCIAL INFORMATION, TRADEMARK INFORMATION, COPYRIGHT INFORMATION and GENERAL INFORMATION. Otherwise, neither RIA Central, nor its service providers, nor you, will have any obligation whatsoever to the other after any cancellation or termination of your use of or access to the Service.
14. ADVERTISER INFORMATION AND LEAD GENERATION
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with those dealings, are solely between you and the advertiser. RIA Central is not responsible or liable for any loss or damage of any sort incurred as the result of any of those dealings or as a result of the presence of those advertisers on the Service.
The Service’s Lead Generation service is an optional “opt-in” fee based service that permits users to obtain, transfer, track and route warm leads. If you choose to participate in the Lead Generation service, you agree that such service is being provided “AS IS” and “WITHOUT WARRANTY”. Other than providing the functionality for the Lead Generation service, RIA Central does not control the content, accuracy or quality of any associated leads or business opportunities and cannot be responsible for the quality of such leads or business opportunities. Your use of the Lead Generation service is at your own risk. [Do we need or want more here?]
15. LINKS
The Service may provide, or service providers or other third parties may provide, links to other websites or resources. Because RIA Central has no control over those sites and resources, RIA Central is not responsible for the availability of those external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from any of those sites or resources. Further, neither RIA Central nor any of its service providers is responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Content, goods or services available on or through any of those sites or resources.
16. PROPRIETARY RIGHTS
The Service may contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Content or information presented to you through the Service or through advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by RIA Central (or advertisers with respect to the materials they present), you may not (and may not allow any third party to) copy, modify, rent, lease, loan, sell, distribute, republish, excerpt from, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Service or any Content, in whole or in part.
17. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE SERVICE AND THE CONTENT IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EACH OF RIA CENTRAL AND ITS SERVICE PROVIDERS, ADVERTISERS AND OTHER CONTRIBUTORS OF CONTENT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT;
(b) NEITHER RIA CENTRAL NOR ANY OF ITS SERVICE PROVIDERS MAKES ANY WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS, BUSINESS OPPORTUNITIES OR OTHER MATERIAL PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; OR (v) ANY ERRORS IN THE SOFTWARE OR DEFECTS IN THE SERVICE WILL BE CORRECTED;
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL; AND
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RIA CENTRAL OR ANY OF ITS SERVICE PROVIDERS OR THROUGH OR FROM THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
18. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER RIA CENTRAL NOR ANY OF ITS SERVICE PROVIDERS IS LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF RIA CENTRAL OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE), RESULTING FROM:
(a) THE USE OF OR INABILITY TO USE THE SERVICE OR ANY CONTENT;
(b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE;
(c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE;
(e) CHANGES TO THESE TERMS OF USE;
(f) FAILURE BY RIA CENTRAL TO ENFORCE THESE TERMS OF USE;
(g) TERMINATION, SUSPENSION OR UNAVAILABILITY OF THE SERVICE OR ANY PART OF THE SERVICE OR ANY ASSOCIATED FEATURES OR FUNCTIONS; OR
(h) ANY OTHER MATTER RELATING TO THE SERVICE OR THE CONTENT.
19. DISCUSSIONS REGARDING FINANCIAL INFORMATION
The Service may not be used to post or exchange messages that encourage or facilitate users to arrive at any agreement that either expressly or implicitly regards price fixing, exclusively using a product or service, boycotting of another’s business, or any other conduct intended to illegally restrict free trade. Messages that encourage or facilitate an agreement about the following subjects are not permitted on the Service: prices, discounts or terms or conditions or sale; salaries; profits, profit margins or cost data; market shares, sales territories or markets; allocation of customers or territories; or selection, rejection, or termination of customers or suppliers.
20. TRADEMARK INFORMATION
RIA Central, the RIA Central logo, RIA Central stylized and other designated trademarks and service marks are trademarks or service marks of RIA Central. Without RIA Central’s prior written permission, you may not display or use in any manner these RIA Central trademarks. All other trademarks, service marks, product or service names and company names or logos contained on the Service are the property of their respective owners. Reference to any such third party companies, products, services or other information does not constitute or imply endorsement, sponsorship or recommendation thereof by RIA Central.
21. COPYRIGHT INFORMATION
RIA Central respects the intellectual property of others, and we ask our members and guests to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide RIA Central’s Designated Agent, Bricker & Eckler LLP, the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) a description of the copyrighted work that you claim has been infringed, including any copyright registration numbers;
(c) a description of where the material that you claim is infringing is located on the site;
(d) your full name, address, telephone number, and email address;
(e) 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; and
(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
RIA Central’s Designated Agent for notice of claims of copyright infringement on the Service is Bricker & Eckler LLP who can be reached as follows:
By mail: Alexander M. Brown, Esq.
Bricker & Eckler LLP
100 S. Third Street
Columbus, OH 43215
By email: abrown@bricker.com
22. GENERAL INFORMATION
(a) Notices to you may be made via either email or regular mail. The Service may also, but is not required to, provide notices of changes to these Terms of Use or other matters by displaying notices or links to notices to you generally on or through the Service.
(b) These Terms of Use and the relationship between you and RIA Central are governed by the laws of the State of Ohio without regard to its conflict of law provisions. You and RIA Central shall submit to the personal and exclusive jurisdiction of the courts located within the county of Franklin, Ohio. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Use must be filed within one year after that claim or cause of action arose or be forever barred.
(c) The failure of RIA Central to exercise or enforce any right or provision of these Terms of Use does not constitute a waiver of that right or provision.
(d) If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use shall remain in full force and effect.
(e) The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.
(f) These Terms of Use (and the Privacy Policy) constitute the entire agreement between you and RIA Central and govern your use of the Service, superseding any prior representations, proposals, inducements, assurances, promises, agreements and any other communications between you and RIA Central with respect to the subject matter of these Terms of Use. Neither the course of conduct between you, RIA Central and/or its service providers, nor trade practice modifies these Terms of Use. You also may be subject to additional terms and conditions that may apply when you use services available through the Service, third-party Content or third-party software.
23. VIOLATIONS
Please report any violations of these Terms of Use to our Customer Service groupvia the contact information found at http://riacentral.com/contact-us. If the violation originates from someone not a member of RIA Central, contact that person through their website or by other means. If you are not sure if material that you view, or material that you are considering providing, violates these Terms of Use, seek help as defined online where you are considering providing the material. Please become and remain familiar with these Terms of Use and any other terms or guidelines that may apply to the areas of the Service that you view or use.