Terms and Conditions

Important: Please carefully read the terms and conditions of this Subscription Agreement with Mobius Financial Advisors, LLC (“Licensor”) before checking the “Yes, I accept the Agreement” box. 

By checking the box, you either as an individual or on behalf of another individual or the entity set forth on order form, are agreeing with Licensor to the terms set forth online and in the order form.  If you are accepting the Agreement on behalf of another person or entity, you represent and warrant that you have full authority to bind that individual or entity to the Agreement.

This Agreement is entered into between the Licensor and the Licensee set forth on the Order.  All capitalized terms used in the Order are incorporated herein by reference.  In consideration of payment of the fees and other valuable consideration, the parties hereby agree as follows:

1. License Grant for Services

In exchange for Licensee’s payment of all amounts due hereunder and compliance with all of the terms and conditions of this Agreement, Licensor hereby grants Licensee a nonassignable, nontransferable and nonexclusive license for its End Users and Client Users to access and use the Services during the Initial Term and, if applicable, one or more Renewal Terms (the “License”).  The Initial Term and all Renewal Terms, if any, may be referred to collectively herein as the “Term”. 

As used herein, “Services” means (a) access to the Content by no more than the number of Licensee Users and Client Users set forth in the Order, (b) up to one (1) hour per month of technical support for Licensee as described in Section 5 below and (c) the ability to participate in a virtual meeting of advisors, consultants and others who have licensed the Content for a  general marketing discussion with respect to use of the Content.  Such meetings will usually be held for one hour each month. Licensor reserves the right to charge Licensee an additional amount for any Services it requests that exceed these amounts. 

As used herein, “Content” means the online general education materials provided from time to time by Licensor in its discretion at advisorsedge.org or at a website later identified by Licensor (“Licensor’s Website”) for use only in accordance with this Agreement.  Licensor reserves the right to add to, modify, update and/or remove any Content from time to time in its sole discretion.  The Content consists of videos on certain topics (the “Video Content”) and may also include work books, articles, slides and other materials that are not videos (collectively, the  “Non-Video Content”).  

1. Authorized Users; Limitations on Access to and Use of Content

2.1 As used herein, “Authorized Users” means all Licensee Users and all Client Users that Licensee permits to access the Content in accordance with this Agreement.  At all times during the Term, Licensee shall maintain an accurate and up to date list of all Authorized Users and all former Authorized Users including the dates of their access and their log-in information.  Authorized Users must be natural persons over the age of 18.  

2.2 Licensee shall not provide Content access to any Licensee User unless and until Licensee has received a written agreement from the individual that it will use the Content only in accordance with this Agreement.  

2.3 Licensee shall provide access to an individual as a Client User only if the individual is an actual client of Licensee or Licensee believes in good faith that the individual may become a client.  

2.4 A competitor or prospective competitor of Licensor may not become a Client User or a Licensee User. 

2.5 Licensee will create a profile with a unique password for use in accessing the Content for each Authorized User. Licensee acknowledges and agrees that the profile information and password are confidential.  Licensee shall not provide the profile information, password or other personal information to Licensor unless Licensor requests such information to review whether there has been a security breach or a breach of this Agreement, to comply with any applicable law, regulation or contract or as permitted under Section 10 below.

2.6 The Content may only be accessed via Licensor’s Website. Neither Licensee nor any Authorized User may save, duplicate, distribute, reuse or otherwise access the Video Content.  

Licensee may save, duplicate, distribute, and reuse the Non-Video Content during the term; provided, however, that if Licensee deletes or modifies any portion of the Non-Video Content in any way or if Licensee knows or reasonably should have known that the Non-Video Content is out of date, Licensee shall remove Licensor’s name, address and contact information from the Non-Video Content before taking such action and not otherwise identify Licensor as the source.  Licensee shall be solely responsible for any deletions or modifications to the Non-Video Content including claims of third parties. 

2.7 Without limitation, Licensee shall not:

1. except as expressly permitted under the Agreement, access, use, license, sublicense, sell, resell, transfer, assign, distribute, rent, sell, lease, lend, publish, or otherwise commercially exploit or make available the Video Content or related Services in any way to any third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology;
2. transfer any right, title or interest in the license to the Video Content;
3. remove, delete, alter, or obscure any disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Video  Content or from the Non-Video Content except as required under Section 2.6 above; 
4. copy, extract, summarize or distribute the Video Content or any derivative work of the Video Content by any means; 
5. modify or delete any portion of the Video Content;
6. bypass or breach any security device or protection for accessing the Content or Services; 
7. develop or offer educational materials of its own or those of a third party that compete with all or a portion of the Content and/or the Services except to the extent (i) Licensee was doing so prior to the Effective Date and Licensee has already disclosed such activities in writing to Licensor or (ii) Licensee is required to do so by applicable laws or regulations; or
8. otherwise access or use the Services beyond the scope of the licenses or authorizations granted by the Agreement.

1. Protection of Content and Services

Licensee agrees to secure and protect the Content and access to the Content and Services in a manner consistent with the maintenance of Licensor’s rights therein.  Licensee shall not and shall ensure that none of the Authorized Users use the Services to: 

1. upload, post or send spam or otherwise duplicative or unsolicited messages in violation of any applicable laws or regulations;
2. upload, post or send or store infringing, obscene, threatening, libelous, or otherwise unlawful or objectionable material or content, including material harmful to children or violative of third-party intellectual property or privacy rights; 
3. upload, post or send or store messages or material that constitute phishing or spoofing or that contain software viruses, worms, Trojan horses, malware or other harmful computer code, files, scripts, agents or programs; 
4. interfere with or disrupt the integrity or performance of the Services or the Content; 
5. solicit personal information of any staff or Licensor or any third party subject matter expert; or
6. otherwise behave in any rude or objectionable manner while interacting with other licensees, staff of licensor or third party subject matter experts. 

1. Intellectual Property Rights

The Content (including any future additions or modifications thereto by Licensor or its licensor(s)) is copyrighted and subject to other intellectual property rights of Licensor and its licensors. Ownership of the Content and the Usage Data (defined below), including any related intellectual property, remains with Licensor or its licensor(s) at all times. Licensee agrees to abide by United States and international copyright laws and treaties, and all other applicable laws and regulations.  As used herein, Usage Data means information about how the Services and Content are used such as the frequency, time of access and length of time spent accessing the Content. 

Licensee grants to Licensor, a nonexclusive, perpetual, royalty-free, irrevocable, non-transferable, and non-sublicensable, license to use any suggestions, ideas, enhancement requests, feedback, recommendations, specifications or other information provided by Licensor or any Authorized User relating to the Content and/or the Services.

1. Technical Support

During the Term, Licensor will use reasonable efforts, whether by telephone, other electronic access or in writing, to help Licensee solve specific problems accessing or using the Content that are not due to a failure to follow instructions and that Licensee can demonstrate to Licensor. It may not be possible for Licensor to solve all problems or correct all errors in the Content or access to it.  Licensor does not guarantee that the Content or Licensor’s Website will be available at all times or free from errors or interruptions.

1. Termination

6.1 Unless earlier terminated as provided below, the Agreement (including the right to access the Content and receive other Services) automatically terminates upon expiration of the later of the end of the Initial Term or, if there is a Renewal Term, the end of the last Renewal Term. 

6.2 Either party may terminate this Agreement at any time if the non-terminating party has breached its obligations hereunder. 

6.3 Licensor may, in its sole discretion, elect to terminate this Agreement at any time without cause provided that it refunds to Licensee a pro rata portion of the fees it has paid in advance for the Services based on the number of months remaining in the then current Initial or Renewal Term. 

6.4 Upon termination of this Agreement for any reason, the license granted hereunder shall automatically terminate and all fees and other amounts due hereunder shall immediately be due and payable. 

6.5 Termination of this Agreement shall not modify or terminate any rights, liabilities or obligations of either party to the extent that they arose from any act or omission prior to the termination.  The following provisions of this Agreement shall survive any termination of this Agreement:  (a) the Licensee’s acceptance and agreement to be bound by this Agreement, (b) the terms of the Order, (c) any additional terms and conditions posted on the Licensor’s Website that are in effect on the date of termination and (d) the following Sections of this Agreement to the extent that they are not superseded by terms and conditions posted on the Licensor’s Website:  Sections 6, 7.3. 7.5, 7.6, 8, 9, 10 and 11 and all definitions.

1. Warranties; Exclusions

7.1 Licensor warrants that it has all necessary rights to license the Content as provided herein. The exclusive remedy for breach of this warranty is for Licensee to terminate this Agreement and receive a pro rata refund of the fees paid hereunder for the Initial or Renewal Term in which termination occurs; provided, however, that a refund shall be due only if Licensor is a party to a lawsuit in which a court with proper jurisdiction enters a final non-appealable judgment that the Licensor does not have the right to license the Content hereunder.  

7.2 Licensee warrants that it and its employees and contractors currently have and shall maintain during the Term all licenses and other qualifications required by applicable law or regulation in order to provide the services that it offers to its clients and prospects and all those licenses and qualifications that it represents to Licensor, clients and prospects that it has. 

7.3 Licensee hereby acknowledges and agrees that it is solely responsible for its employees, contractors, clients and prospects having a complete and correct understanding of the topics covered by the Content and any other information that may be relevant to the topics covered by the Content.  Licensee shall not represent or characterize the Content as anything other than general information and shall inform all prospects and clients in writing that (a) the Content is not specific to their situation and (b) advice on their particular financial, accounting, tax, legal and other needs should be provided by the appropriate professional so the Content should not be relied on for such advice.  Licensee shall maintain accurate records of how these disclosures were provided to its clients and prospects. 

7.4 While Licensor has used commercially reasonable efforts to assure the overall accuracy of the Video Content for general education purposes, Licensee understands that the complete accuracy of the Content cannot be guaranteed. All Content is made available “AS IS” without guarantee or warranty. 

7.5 Each party hereby warrants to the other that it has the right to enter into this Agreement and perform its obligations hereunder. 

7.6 LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT AND THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR DOES NOT WARRANT OR REPRESENT THAT THE CONTENT OR SERVICES WILL RESULT IN ADEQUATE EDUCATION OR UNDERSTANDING OF ANY TOPIC ADDRESSED OR ANY COMPLIANCE, FULFILLMENT OR CONFORMITY WITH ANY LAWS, RULES OR REGULATIONS.

7.7 Licensor has contracted with third party subject matter experts to provide the Content and Services. Without limitation of the foregoing, Licensor disclaims responsibility and liability for any interactions between Authorized Users and such third party subject matter experts. Licensor is not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to the Services or the Content provided by a third party subject matter expert, including, but not limited to, any reliance upon any information provided or any act or omission of the third party subject matter expert. 

1. Limitations of Liability; Indemnification

8.1 LICENSOR SHALL NOT BE LIABLE FOR (A) SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, OR (B) ANY CLAIM AGAINST LICENSEE BY A THIRD PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 LICENSOR DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR THE OUTCOMES OR THE USE OF THE CONTENT OR SERVICES. LICENSOR DISCLAIMS ANY LIABILITY CONNECTED WITH USE OF THE CONTENT OR SERVICES.

8.3 The maximum amount Licensee may recover for any claim relating to matters covered by this Agreement or use of the Services or Content is limited to the fees received from Licensee during the Initial Term or the Renewal Term during which the claim was asserted. 

8.4 Some jurisdictions do not allow limitations of liability so certain of these limitations may not apply; however, they shall apply to the greatest extent permitted by law.

8.5 Licensee shall indemnify, defend (if requested) and hold harmless Licensor and its officers, directors, employees, affiliates and any of its licensors from and against all claims arising from or in connection with (a) any breach of this Agreement, negligence or willful misconduct by Licensee or any of its Authorized Users and (b) any claim asserted by any Authorized User of Licensee or any other person or entity to which the Content has been disclosed whether or not in violation of this Agreement.  

1. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and of the United States of America.  The parties hereby agree to the exclusive jurisdiction of the federal court for the Eastern District of Texas and the state court for Denton County, Texas. 

• Dispute Resolution

If any significant controversy, claim, allegation of a default or dispute arises out of or relating to this Agreement (hereinafter collectively referred to as a “Dispute”), the party alleging such a Dispute shall promptly notify the other party in writing. Thereafter, the parties shall initially attempt in good faith to resolve any such Dispute through negotiations between senior executives of Licensor and Licensee.  Notwithstanding anything set forth in this Section, each party shall be entitled to seek equitable relief (e.g., an injunction) to the extent available under applicable law (“Equitable Relief”) without first engaging in the negotiations, mediation or arbitration described herein. 

If the Dispute is not resolved within ten (10) days after notice of the Dispute, then the parties agree to submit the Dispute to non-binding mediation before a single neutral, mutually-agreed upon mediator.  The mediation shall be conducted in the Denton, Texas metropolitan area in English in accordance with the mediation procedures of the American Arbitration Association for a period of sixty (60) days. Any mediation proceedings shall be treated as settlement discussions and therefore shall be confidential. No statements or admissions made by either party may be used against the other in any later legal proceedings, no recording or transcript shall be made of the mediation proceedings, and no mediator may testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs and expenses of mediation, and the parties shall share equally the fees and expenses of the mediator. 

If the Dispute is not resolved through negotiations or mediation as set forth above, the Dispute shall be subject to mandatory and binding arbitration by one (1) arbitrator with expertise relevant to the dispute.  The arbitration shall be administered by the American Arbitration Association and be subject to its rules. The arbitration shall be conducted on a confidential basis in the Denton, Texas metropolitan area and the language of the arbitration shall be in English. Neither party shall have any right to bring an action relating to the Dispute in a court of law except (a) to the extent Equitable Relief is sought, or (b) as necessary to enforce, recognize or appeal any arbitration award granted in such arbitration.  In any such arbitration, and any subsequent court action, each party shall bear its own costs and expenses, and the parties shall share equally the fees and expenses of the arbitrator. 

1. Limits on Personal Information 

Licensee shall not transmit or disclose any personal information of any individual to Licensor except (a) if Licensee is an individual, the name, address and contact information of Licensee, (b) if expressly requested in writing by Licensor, personal information of Authorized Users pursuant to Section 2.5 of this Agreement or (c) as requested in writing by an Authorized User and agreed in writing by Licensor (for example, for a referral for exit planning services).  Licensee shall be solely responsible for the privacy and security of all personal information of its Authorized Users that may be transmitted to Licensor other than as permitted under this Section.

1. General

12.1 This Agreement including the Order, any additional or revised terms and conditions set forth on Licensor’s Website and any invoices relating to the Services or other amounts due hereunder is the entire agreement of the parties with respect to the subject matter hereof and supersedes any purchase order, communications, and/or representations regarding the Services and/or the Content.

12.2 If any provision of this Agreement shall be unenforceable, that provision shall be deemed severable from this Agreement and shall not affect the enforceability of the remaining provisions.

12.3 Licensor reserves the right to add, delete or modify the terms and conditions of this Agreement by including them on Licensor’s Website and using commercially reasonable efforts to give notice to Licensee of the change.  Any additions, deletions or modifications to this Agreement shall be effective on the first day of the next Renewal Term unless an earlier effective date is required under applicable laws or regulations and is stated on the Licensor’s Website.

12.4 Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.

12.5 Licensee hereby grants Licensor the right to disclose that Licensee is a customer of Licensor with respect to use of the Content and the Services. 

12.6 In consideration of the Services, Licensee shall pay all fees and other amounts payable hereunder when due.  The Base Fee shall be due on the first day of the Initial Term and the first day of each Renewal Term, if any.  Any other amounts due hereunder shall be due and payable within thirty (30) days after Licensor sends Licensee an invoice for such amounts.  No fees are cancellable or refundable except under the limited circumstances set forth in this Agreement.  Payment options shall be set forth on the invoices.

If any fees are not paid withing fifteen (15) days after they are due, Licensor may cancel this Agreement.  Regardless of cancellation, Licensee shall remain liable for the unpaid amounts plus (a) the costs of collection and (b) a late fee of 1.5% per month while the fees remain unpaid.  The fees do not include applicable taxes which shall be paid by Licensee.  

12.7 Licensor may audit the books and records of Licensee from time to time to confirm compliance with the provisions of the Agreement.  If any material non-compliance is found, Licensee shall reimburse Licensor for the cost of such audit. 

12.8 Licensee may not assign or transfer all or any portion of its rights or delegate its obligations under the Agreement without the prior written consent of Licensor including any transfer effected by a sale of assets, merger, consolidation or sale of a majority of the outstanding stock or ownership interests in Licensor. 

12.9 Other than the payment of any amount due hereunder, neither party shall be responsible for any failure to perform its obligations under the Agreement due to unforeseen circumstances beyond the party’s reasonable control. 

12.10 All notices or other communications required to be given under the Agreement shall be in writing and delivered personally, by electronic mail,  by overnight courier service or by certified mail, receipt requested, and addressed as provided in the Order. Notices delivered personally, by electronic mail, courier service or certified mail shall be effective upon delivery. 

12.11 The Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof. Except as otherwise provided herein, no term of the Agreement may be modified except in writing and signed by authorized representatives of both parties. The waiver by any party of any breach of any provision of the Agreement shall not be deemed a waiver of any subsequent breach of the same or another provision.

12.12 The Agreement may be executed by clicking the “Yes I accept the Agreement” box.  The Agreement may also be executed by inserting an electronic signature consisting of the image of the signature of the party or an individual who is authorized to sign for a party.