Terms of Use

Last updated and effective as of November 18, 2018

My Financial Counsel, Inc. Terms of Use Agreement

THE FOLLOWING TERMS AND CONDITIONS, TOGETHER WITH ANY DOCUMENTS THEY EXPRESSLY INCORPORATE BY REFERENCE (COLLECTIVELY, THESE “TERMS OF USE” OR “AGREEMENT”), ARE ENTERED INTO BY AND BETWEEN YOU AND MY FINANCIAL COUNSEL, INC. (“MFC”, “WE”, “US”, OR “OUR”), AND GOVERN YOUR ACCESS TO AND USE OF OUR ONLINE PLATFORM, INCLUDING BUT NOT LIMITED TO WWW.MYFINCOUNSEL.COM, AND OTHER RELATED WEBSITES OR MOBILE APPLICATIONS (THE “PLATFORM”), AND ANY PRODUCTS AND SERVICES OFFERED BY MFC, INCLUDING BUT NOT LIMITED TO THE ABILITY FOR A USER TO IDENTIFY AND BE MATCHED THROUGH THE PLATFORM WITH FINANCIAL ADVISORS WHO PROVIDE CONSULTING, FINANCIAL PLANNING, AND INVESTMENT MANAGEMENT SERVICES BASED ON CERTAIN USER-SELECTED CRITERIA (TOGETHER WITH THE PLATFORM, THE “SERVICES”). THESE TERMS OF USE APPLY TO YOUR ACCESS AND USE OF THE SERVICES WHETHER AS A GUEST OR A REGISTERED USER (INCLUDING AS AN AUTHORIZED PERSON OF A USER SUBSCRIBED TO THE PLATFORM).

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE YOU START USING THE SERVICES. BY USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND OUR PRIVACY POLICY, FOUND AT HTTP://WWW.MYFINCOUNSEL.COM/PRIVACYPOLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES.

THE SERVICES ARE OFFERED AND AVAILABLE TO USERS WHO ARE 18 YEARS OF AGE OR OLDER. IF YOU DO NOT MEET THESE AGE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE SERVICES.

Changes to the Terms of Use

You acknowledge and agree that we may revise and update these Terms of Use from time to time in our discretion, and that all changes are effective immediately when posted and apply to all access to and use of the Services thereafter. If we decide to change this Agreement, we will post such changes on the Platform, and such changes will be effective at such time. We also reserve the right to modify or discontinue any portion of the Services from time to time. We reserve the right to modify or temporarily discontinue your access to any Service, with or without prior notice to you. You agree that we shall not be liable to you or any third party for any modification of the Services, this Agreement, or your access to the Services.

Your continued use of the Services following the posting of revised Terms of Use means that you accept the changes. You are encouraged to review these terms of use frequently to ensure compliance

Description of our Services

Our goal is to match you with an independent financial advisor that will help you live a better financial life. Our Services may include the following features, delivered to you through our Platform, marketing partners, and through communications with our professionals, as follows:

  • MFC matches you with a qualified financial advisor from our network.

You may be eligible to receive a free financial consultation from a licensed financial advisor. The consultation is optional, offered via solicitation from one of our professionals. A financial consultation is a personalized analysis of your financial situation, based on information gathered from filling out fields on our Platform, or interactively with a licensed advisor, to make you aware of potential risks and opportunities within your current financial situation. Your participation in this Service may result in an offer to our matching services with an independent financial advisor. We refer to those who enroll in our matching service with an advisor as “Clients”.

Our Services do not include any of the following:

  • MFC does not recommend any financial advisor. We match based on a standard set of non-performance related factors between Client and advisor (e.g. location, communication frequency, subject matter expertise, pricing preference, personal preference, etc.)
  • MFC does not recommend, provide advice on, or propose any investment options and asset allocation
  • MFC does not provide any Services or continue to have any duties after we have matched you to an advisor. We do not have any role in dealings or transactions between our Clients and their selected financial advisor(s). After matching you are solely responsible for directly retaining the financial advisor.
  • MFC does not participate in fees received by the financial advisor. We charge advisors a flat fee that is not dependent on whether matches made through our Services successfully convert into Clients for any financial advisor.

MFC IS NOT A LEGAL OR A TAX ADVISOR. WE MAKE MANAGING YOUR PERSONAL FINANCES CONVENIENT AND AS STREAMLINED AS POSSIBLE. HOWEVER, NEITHER WE NOR OUR SERVICES GIVE, OFFER OR RENDER TAX OR LEGAL ADVICE. BEFORE MAKING FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL.

About My Financial Counsel

My Financial Counsel, Inc. is a Delaware corporation, established August 1, 2018, and headquartered in New York, NY. Our website is operated by My Financial Counsel, Inc. 137 Montague St, Ste 149, Brooklyn, NY 11201.

Platform and Services - Disclaimers

WE ARE NOT RESPONSIBLE FOR THE FINANCIAL OR OTHER PRODUCTS AND SERVICES, OR FOR THE ACCURACY OF THE DATA OBTAINED FROM THIRD-PARTY SITES THAT ARE DISPLAYED OR REPORTED THROUGH OUR THE PLATFORM OR ANY OF OUR SERVICES.

While the Services provided by MFC may provide assistance in helping you manage your finances, you should consult with a professional financial advisor before making investment decisions or deciding on changes to your personal financial strategy.

By using the Services, you understand and acknowledge that the investment results you could obtain from investment information and financial insights provided by MFC or financial advisors on the platform cannot be guaranteed. All investments entail a risk of loss and you may lose money.

All financial advisors in our network are registered investment advisors in their respective state or through the U.S. Securities and Exchange Commission. Your election to become a Client of an advisor in our network is subject to your explicit enrollment and acceptance of a separate agreement and related fee schedule; all such financial planning and wealth management services are separate from the Services defined within this Agreement.

Your Registration Information

In order to use any of the Services, you will first need to contact us or create an MFC user account (“Account”) through the Platform or opt-in through a marketing partner.

Your Electronic Disclosure Consent

By providing your email to enroll for use of our Services, you consent to receive all notices and information regarding our Services and other offerings electronically. Electronic communications may be posted on our Platform 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 until you end your relationship with MFC as stated in Section 20. 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.

Cost of Service

MFC reserves the right, in its sole discretion, to amend or change the pricing policy for its current Services or any additional Services that we may offer.

Geographic Restrictions

The owner of the Platform is based in the state of New York in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Data and Data Integrity

The overall integrity and quality of the data presented by MFC to you is an important element in providing you with a high quality and accurate picture of your personal finances. MFC, however, is not responsible for and cannot guarantee the accuracy or timeliness of Account Information we retrieve on your behalf directly, from third party technology providers, from third party financial institutions where your accounts are held, or from third party research/market data providers used to provide the Services.

MFC may not be able foresee or anticipate technical or other difficulties which may result in failure to obtain data, personalization settings or other Service interruptions. MFC assumes no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, loss of user data, communications or personalization settings. MFC encourages you to periodically confirm the valuation or execution price of particular investments through independent sources, such as an investment adviser, broker-dealer or other financial institution.

Other Obligations While You Use the Services

Confidentiality: You agree and understand that you are responsible for maintaining the confidentiality of your Account’s login information and password. You should also maintain appropriate anti-virus and anti-malware software on your computer, so that your Account login information is not compromised through your own negligence. If you receive evidence that someone has committed fraud by accessing your Account you must contact us IMMEDIATELY at [email protected]

Accurate and Up-to-Date Information: Our Services depend on your providing us with complete, accurate and up-to-date information, both now and in the future about yourself and your accounts.

Prohibited Uses: You agree that you will NOT do any of the following:

  • engage in behavior that will put your personal information at unnecessary risk, such as leaving, transmitting, or publishing your login or passwords;
  • use our Services or any of your Accounts in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
  • use our Services to transmit anything that is unlawful, libelous, intended to harass or violate the rights of another;
  • resell or make any commercial use of the Services, as they are intended solely for your use as an end user;
  • use the Services in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Platform;
  • reverse engineer or decompile any technology associated with the Services, including but not limited to any software applications, Java applets or plug-ins associated with the Services;
  • use any robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor our Services or any portion thereof without our prior written consent;
  • post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements;
  • attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform;
  • create/register accounts or aggregate financial institutions with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper; ix) transfer or resell our Services; or
  • impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

Consent to Recording: You consent to the recording of any electronic or written correspondence and any or all telephone conversations between you, us and any of our Affiliates in connection with this Agreement or the Services and agree and understand that recordings may be submitted in evidence in any legal proceeding relating to this Agreement. For compliance and regulatory purposes, we reserve the right to keep an audit trail of all financial insights or investment advice that we provided to you.

Confidentiality and Feedback

We always welcome your correspondence, feedback, comments, complaints and suggestions (collectively, “Feedback”) as this will help us improve our Services. You agree that all Feedback becomes our confidential information (“Confidential Information”). In addition, 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 also our 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. Feedback may be submitted to [email protected]

Third Party Software and Service Providers

To facilitate our provision of the Services, we license software, tools and services from third-party providers. From time to time, we may revise this Agreement as requested by our third-party providers and require that you agree to additional pass-through terms with respect to such third-party providers. In the event that any use of the services of such third-party providers results in you leaving our Platform and entering the site of a third-party provider, then you will be subject to the terms of service or use and the privacy policy of such third-party provider, so please review such terms carefully. Also, when you use or access the sites of your financial services providers, you will be subject to their terms of use/service and online policies, and your use of their services constitutes your Agreement to their online terms and policies. MFC may provide experiences on social media platforms such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among users who have registered to use them. Any content you post, such as pictures, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the terms of use and privacy policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

Financial Services and Third-Party Offers

Some parts of the Services may, either today or in the future, be supported by advertising or marketing partnership relationships. We will always disclose when a particular MFC third party offer is sponsored or when a third party compensates MFC in connection with the sponsored offer.

Reliance on Information Posted

The Platform may include content provided by third parties, including materials provided by financial advisors, other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, other than the content provided by MFC, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of MFC. Furthermore, if you decide to access any third-party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Ownership, Copyright, and Trademark

The technology and content used to offer, or provided in connection with, the Services, browser software plug-in, smart phone software and tablet software, are either owned by us or licensed by us from third party licensors. Such content includes the look and feel of our Platform, all our promotional materials, and in general includes 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. As part of the Services, we grant you a nonexclusive, limited, royalty-free, revocable license during the term of this Agreement to use our Platform content strictly to facilitate your personal, non-commercial use of our Services. All 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. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Disclaimer of Representation and Warranty

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

MFC, 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 Services and/or the Platform. MFC, its licensors and agents expressly disclaim all warranties of any kind regarding the Services and all information, products and other content included in or accessible from the Services, whether express or implied. Without limitation, MFC disclaims the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Your use of the Services and all information, products and other content (including that of third parties) included in or accessible from our Platform is at your sole risk.

NEITHER MFC NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF OUR SERVICES. NEITHER MFC NOR ITS CONTENT PROVIDERS SHALL BE CONSIDERED AN “EXPERT” UNDER THE SECURITIES ACT OF 1933. NEITHER MFC NOR ITS CONTENT PROVIDERS WARRANT THAT OUR SERVICES COMPLY 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.

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL MFC, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO THEM, AND ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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. MFC 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.

Values Statement

You agree that you will not use the Services to discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status in any, including, but are not limited to, hiring or firing of any financial advisors, or provision of Services. Any such use may result in suspension of your Account and/or your removal from the Platform.

Ending Your Relationship with MFC

This Agreement will continue to apply until terminated by either you or us as set out below. If you want to terminate your legal Agreement with us, you may do so by closing your Account.

Please use the following directions to close your Account:

  • Email [email protected] from the email address associated with your Account, indicating “CANCEL” in the subject line of the message.
  • After confirming you are the Account owner we will remove your accounts, transactions, and login information from our records and will only continue to retain such information as we are required by law to retain.

We reserve the right to terminate our Agreement with you for any reason or no reason, in our sole and absolute discretion. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

Governing Law; Arbitration

This Agreement and any Services provided hereunder (in each case, including non-contractual disputes or claims) will be governed exclusively by the laws applicable in the State of New York, excluding its provisions on conflicts or choice of law. At the discretion of MFC, you may be required to submit any dispute, claim or controversy arising out of, or relating to the Services, this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, to be determined by binding arbitration rather than a court. Any such arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (JAMS) 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 in the state of New York. 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; provided, however, you irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of any state or federal court of competent jurisdiction in New York with respect to any such equitable relief or provisional remedies. 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 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.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES,

OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Claims of Copyright and Trademark Infringement

If you believe that your intellectual property is being used on the Platform in a way that constitutes copyright infringement, please provide our Designated Agent (set forth below) the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):

  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit MFC to locate the material on our Site or the Platform
  • ;Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address, if different from your registered profile with MFC;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • The information specified above must be sent to MFC’s Designated Agent, whose contact information is as follows: Attn: Privacy & Security, My Financial Counsel Inc., 137 Montague St, Ste 149, Brooklyn, NY 11201.

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 by the Designated Agent, 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 Service.

If you believe that your content should not have been removed for alleged copyright infringement, you may send MFC’s Designated Agent a written counter-notice with the following information:

  • Identification of the copyrighted work that was removed, and the location on the Site or Platform where it would have been found prior to its removal;
  • A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and
  • Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.

Indemnification

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 (each, an “Indemnified Party”) harmless from and against any and all third-party claims, damages, liability and costs (including attorneys’ fees and costs) incurred by any Indemnified Party that arise out of or are caused by (i) your use of our Services and/or our Platform, (ii) your violation of any laws or this Agreement, (iii) your infringement or misappropriation of any intellectual property rights of MFC or any third party, (iv) fraud, willful misconduct, or negligence or (iii) any of the foregoing violations by any user of your Account. 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.

Waiver and Severability

We do not waive our rights by delaying or failing to exercise them at any time. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. To be deemed effective, all waivers must be in writing. 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 will not be affected and will remain in full force and effect to the greatest extent possible.

Section Headings

Section headings in this Agreement are for convenience of reference only, and do not govern the interpretation of any provision of this Agreement.

English Language Controls

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.

Entire Agreement

These Terms of Use, including the separate Privacy Policy and any other documents referred to herein, represent the entire understanding between both you and us regarding the Services (as defined herein) and the subject matter hereof and supersede any prior statements or representations. In the event of a conflict between the terms of this Agreement and the terms of an exhibit, amendment, schedule, addendum or disclosure, the terms of the exhibit, amendment, schedule, addendum or disclosure shall prevail but, solely as to the subject matter herein.

Questions and Concerns

Any questions or concerns about these Terms of Use or the Privacy Policy can be sent to MFC at: [email protected]