End User Agreement
Please read this End User Agreement (the “Agreement”) carefully as it sets forth the conditions of use of the CoPilot Advisory Services, LLC website, programs and software application (collectively the “Application”) and is a legally binding agreement between you, personally and any entity on whose behalf you are using the Application (collectively “You” and/or “Your”) and CoPilot Advisory Services, LLC (“CAS”). If You do not agree to the terms and conditions of this Agreement, You should immediately cease all usage of the Application. CAS reserves the right at any time to modify, alter or update the terms and conditions of this Agreement without prior notice to You. Modifications shall become effective immediately upon download of any applicable updates or modifications to the Application/being posted on the Application and CAS website. Your continued use of the Application after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.
1. Acceptance and Use of Application
The Application may be used by, and membership or participation in any online accounts, is limited to individuals who can form legally binding contracts under applicable law. You must (i) provide all equipment necessary for Your own Internet connection, including computer and/or table and/or mobile device and modem, and (ii) provide for Your access to the Internet. Subject to the terms and conditions mentioned herein, You are hereby granted a limited, non-exclusive, non-transferable, restricted license solely for the purpose of using the Application or to receive services provided by or through the Application. No other right, title or interest is granted in, and to the Application. You shall not modify the Application, except as may be authorized by CAS in writing, nor adapt, translate, reverse engineer, decompile, disassemble and/or otherwise attempt to discover the source code of the software, nor take any other steps to discover the confidential information and/or trade secrets contained in the Application.
2. Intellectual Property
All content included or available through the Application, including the Application design, text, graphics, interfaces, and the selection and arrangements thereof and all trademarks, copyrights, database rights and other intellectual property rights related to it belongs to CAS. Any use of materials on or from the Application, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of CAS is strictly prohibited. You retain ownership and any intellectual property rights in any proprietary information, data, text or materials about your company that you post, submit, email or otherwise make available to or through the Application to CAS (“Your Material”).
3. Information Rights
For the purpose of providing services to You, You grant CAS a non-exclusive, royalty free, fully paid, perpetual, worldwide license to Your Material and any intellectual property rights therein, to reproduce, distribute, modify, prepare derivative works of, incorporate into other works, and otherwise use Your Material. You acknowledge and agree that CAS may also use certain information within Your Material or other data collected from and about You and Your usage of the services for the purpose of providing or offering information, services and products of CAS, CapitalValue Advisors, LLC (“CVA”) and their affiliates, partners, agents and resellers. CAS may also use such data for analyzing, maintaining, and grouping data, providing benchmarking, to generate reports as well as analyzing and predicting usage and other trends and, so long as the resulting data is aggregated and anonymized, CAS may, on a commercial basis, share, provide, license, disclose and otherwise freely use such aggregated or anonymized data to any third party, in its sole discretion. [If and to the extent CAS, CVA or their affiliates use a third party processor to process Your payments, the third party processor’s terms and conditions will govern the collection and use of Your payment information. If CAS, CVA or their affiliates collects and processes Your payment directly, CAS, CVA and their affiliates agree to use commercially reasonable efforts to protect the privacy and protection of your payment card information and will hold such information only as long as is reasonably necessary. CAS, CVA and their affiliates will use Your payment card information solely to process your payment for services and for nothing else.
4. Representations and Warranties
You represent and warrant to CAS that: (i) You have the full power and authority to enter into and perform your obligations under this Agreement; (ii) Your assent to and performance of Your obligations under this Agreement does not constitute a breach of or conflict with any other agreement or arrangement by which You are bound, or any applicable laws, regulations or rules; (iii) all information provided by You on Your account is accurate and current and will be updated by You to remain current; (iv) this Agreement constitutes legal, valid and binding obligations on You, enforceable in accordance with its terms and conditions; (v) You will not infringe the patent, copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right of any third party in Your use of the Application; (vi) You will comply with all applicable laws, rules and regulations in Your use of the Application, as well as the agreed upon terms of this Agreement; and (vii) You understand and acknowledge that CAS may terminate this Agreement at any time in its sole discretion.
5. Disclaimer of Warranties
The Application is provided by CAS on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, CAS makes no representations or warranties of any kind, express or implied, that the Application or the use thereof (i) will be free from defects, inaccuracies or errors, (ii) will be uninterrupted or secure (iii) will meet Your requirements or (iv) will operate in the configuration or with the other software You use. CAS disclaims all warranties with regard to the Application or information provided through the Application, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. The content provided by CAS, CVA, or any of their affiliates, officers, members, managers, employees, contractors or agents (collectively the “CAS Parties”) is for informational purposes only, and You should not construe or rely on any such information or other material as legal, tax, investment, financial, business, operational or other professional advice. All content provided by the CAS Parties is information of a general nature and does not address the circumstances of any particular individual or entity. The CAS Parties are not a fiduciary by virtue of Your or any third party’s use of or access to the Application or the content therein. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other content provided by the CAS Parties before making any decisions, strategies, or other acts or omissions based on, or in part of, such information or content. You agree not to hold the CAS Parties liable for any possible claim for damages arising from any decision you make based on information or content made available to You through the Application.
6. Limitation of Liability
THE CAS PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR CAS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE APPLICATION, ITS USE, OR YOUR ACTS OR OMISSIONS BASED ON, OR IN PART ON, THE APPLICATION, OR ANY DELIVERABLE, ADVICE OR SUGGESTIONS ARISING THEREFROM, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF THE CAS PARTIES ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE APPLICATION OR THE SERVICES EXCEED THE FEES PAID BY YOU FOR THE APPLICATION. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify and hold the CAS Parties harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of Your use of the Application, the violation of this Agreement, or infringement by You of any intellectual property or any other right of any person or entity.
8. Modifications and Interruption to Services
CAS reserves the right to stop providing the Application with or without notice to You. CAS shall not be liable to You or any third party should CAS exercise its right to stop providing the Application. You acknowledge and accept that CAS does not guarantee continuous, uninterrupted or secure access or use of the Application and operation of the Application and may be interfered with or adversely affected by numerous factors or circumstances outside of CAS’s control.
9. Third-Party Services and Products
The Application may include links to third party sites or offers from third party service or product providers that are owned and operated by unrelated third parties, business partners of CAS, or third party resellers (“Third Party”). You acknowledge that CAS is not responsible for the availability of, or the content located on or through, any Third Party site or offer nor the accuracy of the information provided by any such Third Party. Any non-CAS services or products offered to, and purchased by, you through the Application shall be governed by the terms and conditions entered into between You and such Third Party and CAS is not responsible for any such services or products, nor shall CAS be liable for any damages arising or related to such third party service or product even if CAS recommends You use such third party’s services or products. CAS assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available to You by any Third Party.
10. Governing Jurisdiction and Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any principles of conflicts of law. You agree that this Agreement is made and partially performed in the State of Colorado, and that venue for any action at law or in equity arising out of or relating to this Agreement shall be exclusively limited to the state or federal courts located in the State of Colorado. You hereby consent and submit to the exercise of personal jurisdiction over you by such courts for the purpose of litigating any such action, and waive any defenses of lack of minimum contacts or forum non conveniens.
11. Compliance with Laws
You assume all knowledge of applicable law and are responsible for compliance with any such laws. You shall not use or access the Application in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation.
You agree to not, nor shall You permit, assist or encourage any third party to: (a) reproduce, allow use of or access to the Application, or sell, rent, lease, use for service bureau use, sublicense or otherwise transfer or distribute the Application (including its questions and other text), in whole or in part, to any third parties; (b) modify, translate, reverse engineer, decompile, or disassemble the Application or otherwise attempt to derive the source code for the Application; (c) copy, modify, adapt, alter, translate, enhance or otherwise modify or create derivative works of or from the Application; (d) alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the Application; (e) use the Application to develop any application or program having the same primary function as the Application or otherwise exercise any rights in or to the Application except as expressly permitted under this Agreement; (f) use, upload, post or transmit via or in connection with the Application any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable information or content of any kind, including, without limitation, any use or transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, including violations of any patent, trade secret, copyright, trademark or other intellectual property right, privacy rights or any other rights of a third party; or (g) post or transmit into or via the Application any information, software, material or other content that contains a virus, cancelbot, Trojan horse, worm or other harmful components.
13. Other Terms
If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by CAS, in its sole discretion, to a third party in the event of a merger or acquisition or sale of all or substantially all of the assets of CAS. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between You and CAS.