Effective September 1, 2018
- "Force Majeure" means any event or circumstance beyond the reasonable control of the party affected which prevents or delays the performance of such party's obligations hereunder, including, without limitation, power failure, computer malfunction, natural disasters, wars, riots, government action, strikes, labor disputes, acts of God, or fire.
- "Marks" means any and all of Our trade names, trademark, or service marks, whether or not registered with the Patent and Trademark Office, including, but not limited to, DIAL® and DIAL® Insights.
- "We", "Us", or "Our" means Manning & Napier Information Services, and its affiliates, subsidiaries, or parent companies.
- "Service" means the DIAL® Insights web site and any platform modules available on the DIAL® Insights web site.
2. Limitation of Use.
- The Marks, text, graphics, images, video, metadata, design, organization, compilation, look and feel, advertising, trade dress, and all other protectable intellectual property rights (collectively, the "Content") available through the Service are Our property and the property of Our agents, vendors, sources, and licensors (collectively, the "Service Providers") and are protected by copyright and other intellectual property laws. Unless You have Our written consent, You may not copy, reproduce, sell, publish, distribute or create derivative works from the Content, re-transmit, or otherwise provide access to the Content received through the Service to a third party. You may only download and use Content for Your own personal use.
- You are permitted to use the Content delivered to You through the Service only on this Service.
- You agree not to reverse compile any of the Service's technology, including, but not limited to, any Java applets associated with the Service.
- You agree not to rearrange or modify the Content. You agree not to create abstracts from, scrape, or display Content for use on another Service. You agree not to post any Content from the Service to web blogs, newsgroups, mail lists, or electronic bulletin boards, without Our written consent.
- You agree not to use the Service for any unlawful purpose. We reserve the right to terminate or restrict Your access to the Service if, in Our sole discretion, Your use of the Service may violate any laws, regulations or rulings, or infringe upon another person's rights.
- You are licensing to Us and Our Service Providers, any information, data, material, or other content (collectively "Data") You provide through or to the Service.
- You agree to provide accurate, true, current, and complete Data about Yourself, authorized users, and You agree to not misrepresent any Data.
- We may use, modify, display, distribute, create derivative works, and create new material using Your Data to provide additional services to You. By submitting Data, You automatically agree, or promise, that the owner of such Data has expressly agreed that, without any particular time limit, and without the payment of any fees, We may use the Data for the purposes set out in the Service.
- You understand and agree that all Data that You allow, submit, post, obtain, email, or transmit to the Service are Your responsibility and not Our responsibility.
- We do not control Your Data, nor do We have any obligation to review, refuse, or remove any of Your Data available via the Service. Additionally, We do not guarantee the accuracy, integrity, or the usefulness of Your Data.
4. Privacy and Your Data.
5. Suspension of Offerings.
You understand and agree that We reserve the right to modify, suspend, or discontinue any part of, or all of, the Service at any time and that We will not be liable to You or to any third party for doing so.
6. Equitable Relief.
We may, in Our reasonable discretion, temporarily suspend the Service for the purpose of repair, maintenance, or improvement. We will restore the Service as soon as reasonably practicable.
8. Access and Security.
- Transmission of Data. You understand that the technical processing and transmission of Your electronic communications is fundamentally necessary to Your use of the Service. You expressly consent to Our interception and storage of electronic communications and/or Your Data. You acknowledge and understand that Your electronic communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Us. You further acknowledge and understand that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, and other electronic means. You agree that We are not responsible for any electronic communications and/or Your Data which are lost, altered, intercepted, or stored without authorization during the transmission of any Data whatsoever across networks not owned and/or operated by Us.
- Your access to the Service. You are responsible for obtaining and maintaining all hardware, software, telecommunications equipment, and services (collectively "Your Technology") necessary to access and use the Service. We are not responsible for the performance, accuracy, compatibility, or adequacy of Your Technology.
9. Third Party Services, Services and Software.
- Certain companies, some of which may be listed on the Service, offer products and services related to the Service. We do not warrant any such companies or any of their products or services. The exchange of data or other interactions between You and a company, and any purchase by You of any product or service offered by such company is solely between You and such company.
10. Your Representations and Warranties. You represent and warrant that:
- You own or otherwise have the right to use and/or post Your Data on the Service and that the use of Your Data will not infringe or violate any of the rights of any third party pursuant to applicable law;
- You will not harass or cause distress or inconvenience to any person via the transmission of obscene or offensive data;
- You will not disrupt the normal flow or access to, or use of, the Service;
- You agree to comply with all rules regarding online conduct and acceptable data, content, or materials including, but not limited to, federal and state laws, rules, regulations, and statutes; and
- You will comply with all applicable laws regarding the transmission and technical data export from the United States of America or the country in which You reside.
11. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE SERVICE AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. YOUR ACCESS TO, AND USE OF, THE SERVICE IS ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE SERVICE, INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE. THESE DISCLAIMERS INCLUDE, WITHOUT LIMITATION, ANY REPRESENTATIONS OR IMPLIED WARRANTIES OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
- WE MAKE NO WARRANTY THAT:
- THE SERVICE WILL MEET YOUR REQUIREMENTS;
- THAT SERVICE WILL BE UNINTERRUTED, TIMELY, SECURE, OR ERROR-FREE;
- THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABILE;
- THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; OR
- ANY ERRORS IN TECHNOLOGY WILL BE CORRECTED.
- WE DO NOT GIVE TAX OR INVESTMENT ADVISE OR ADVOCATE THE PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT. YOU SHOULD ALWAYS SEEK THE ASSISTANCE OF A PROFESSIONAL FOR TAX AND INVESTMENT ADVICE. TO THE EXTENT THAT YOU ARE A FINANCIAL PROFESSIONAL, YOU ACKNOWLEDGE ON BEHALF OF YOURSELF AND YOUR REGISTERED REPRESENTATIVES, THAT THE INFORMATION, DATA, ANALYSES, OR OTHER OPINIONS CONTAINED IN ANY REPORT, WHETHER IN TEXT, GRAPHIC, NUMERIC, OR OTHER FORM, DO NOT CONSTITUTE AND WILL NOT BE CONSTRUED AS INVESTMENT OR OTHER ADVICE OFFERED BY US. REPORTS ARE PROVIDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. WE HAVE NO RESPONSIBILITY FOR THE INVESTMENT OF FUNDS CONTAINED IN YOUR RETIREMENT ACCOUNT OR HEALTH SAVINGS ACCOUNT NOR FOR THE SUITABILITY OR RESULTS OF ANY SUCH INVESTMENT. WE WILL NOT BE CONSIDERED AN "EXPERT" UNDER THE SECURITIES ACT OF 1933. NEITHER YOU NOR ANY USER WILL NAME US AS AN EXPERT UNDER ANY CONDITION WITHOUT OUR EXPRESS WRITTEN CONSENT.
- ALL USERS AND ALL CUSTOMERS ACKNOWLEDGE THAT WE ARE NOT AN INVESTMENT ADVISOR UNDER THE INVESTMENT ADVISORS ACT OF 1940 AND THAT REPORTS ARE NOT DESIGNED OR INTENDED TO SATISFY ANY LAWS OR REGULATORY REQUIREMENTS GOVERNING INVESTMENT ADVISORS. WE DO NOT WARRANT THAT ANY REPORTS PROVIDED BY THE SERVICE COMPLY WITH THE SECURITIES LAWS OR REGULATIONS OF ANY JURISDICTION OR REGULATORY BODY. WE WILL HAVE NO LIABILITY FOR THE PROVISION OF INVESTMENT ADVICE PROVIDED TO YOU BY ANY THIRD PARTY.
12. LIMITATION OF LIABILITY.
YOU AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATES, ACCOUNT PROVIDERS, AGENTS, VENDORS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR LICENSORS (COLLECTIVELY FOR THIS SECTION 12 ONLY, "THE PARTIES") WILL BE LIABILE (JOINTLY OR SEVERABLY) TO YOU OR ANY OTHER THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (COLLECTIVELY, THE "EXCLUDED DAMAGES"). EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES. YOU FURTHER AGREE THAT THE PARTIES ARE NOT LIABLE TO YOU FOR EXCLUDED DAMAGES EVEN IF THE PARTIES HAVE BEEN ADVISED OF, OR COULD HAVE FORSEEN THE POSSIBILITY OF, SUCH EXCLUDED DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES; (iii) PRODUCTS, DATA, CONTENT, INFORMATION, OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE SERVICE; (iv) MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE SERVICE; (v) UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA; (vi) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (vii) THE USE, INABILITY TO USE, UNAUTHOIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE THIRD PARTY ACCOUNT PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (viii) ANY OTHER MATTER RELATING TO THE SERVICE. WE WILL NOT BE LIABLE FOR THE EXCLUDED DAMAGES WHETHER OR NOT THE EXCLUDED DAMAGES ARE CHARACTERIZED IN NEGLIGENCE, TORT, STRICT LIABILITY, PRODUCTS LIABILITY, CONTRACT, OR OTHER THEORY OF LIABILITY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION 12 TO BE UNENFORCEABLE, THEN THE PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
14. Force Majeure.
Performance by any party of any obligation hereunder is excused if and for so long as such breach or failure to perform is caused by a Force Majeure, and prompt notice thereof has been given to the other party. If any party fails to perform any duty or obligation hereunder as a result of a Force Majeure, said party is required to fulfill its obligations hereunder within a reasonable time after the Force Majeure ceases to exist.
15. Relationship of the Parties.
- You acknowledge that the information, data, analyses, and opinions contained in any Service report or output, whether in text, graphic, numeric, or other form, unless otherwise explicitly indicated in writing, does not constitute, and will not be construed as, investment or other advice offered by Us. Reports and output are provided for educational and informational purposes only. We have no responsibility for the investment of funds contained in Your (or any o fyour current or former employees') retirement account or health savings account nor for the suitability or results of any such investment.
- Protection of Proprietary Rights. You will not remove any Marks or proprietary copyright, patent, trademark, design right, trade dress, trade secret, service mark, or other proprietary rights legend from any of Our material or Service.
- Gender. All pronouns and any variation thereof are deemed to refer to the masculine, feminine, neuter, singular, and/or plural as the context may require.
- Assignment. You do not have the right, directly or indirectly, to assign, sublicense, transfer, or pledge any of Your rights, duties, and obligations hereunder to any third party, whether by agreement, operation of law or merger, or in connection with any sale of assets without Our prior written consent, which consent may be withheld by Us, in Our sole discretion. Any assignment in violation of this Section 15(k) is null and void.
- Cookies. We employee cookie technology in order to allow You to stay logged in when navigating the Service. If You close the web browser or cease activity on the Service for an extended period of time, a logout will occur and You will have to log in again before viewing additional Content or separate areas of the Service.