Terms of Service

Last Revised 9/11/2019

"Advisor" means a financial advisor, home office, or financial institution, broker-dealer, registered investment advisor, third party administrator, trust company or family office customer who is authorized to use the Service solely for the purpose of providing business, personal, family or household financial planning services to Consumer.

"Consumer" means a consumer customer of Advisor who is authorized to use the Service solely for personal, small business, family or household purposes.

"User" means you as the Advisor personnel or Consumer authorized by Advisor to use the Service, each who has authorized user identification codes and passwords to access the Service.

These eMoney Site Terms of Use (this "Agreement" or "Terms of Use")) is made by and between eMoney Advisor, LLC, a Delaware limited liability company ("eMoney"), and User. This Agreement sets forth the general terms and conditions of User's access to and use of eMoney's Wealth Management System (the "Service").

By clicking "I Accept" on the Service and/or Consumer Site (as defined below), User agrees to all of the terms and conditions of this Agreement.

CONSUMER ACKNOWLEDGMENT

Consumer acknowledges and agrees (1) that this Agreement is between eMoney and Consumer and (2) that Advisor is not a party to this Agreement. Notwithstanding the foregoing, Consumer enters into this Agreement with eMoney and uses the Service subject to the terms and conditions of that certain wealth planning agreement between Advisor and Consumer (the "Wealth Planning Agreement"). By accepting this Agreement and using the Service, Consumer represents and warrants to eMoney (1) that he or she has received and agrees with the Wealth Planning Agreement and (2) that the Wealth Planning Agreement is a valid binding agreement between Consumer and Advisor. Consumer acknowledges and agrees (1) that Consumer's sole source of remedies against eMoney regarding the Service are set forth herein and (2) that Consumer's sole source of remedies against Advisor shall be found in the Wealth Planning Agreement and any other applicable agreement(s) between Advisor and Consumer.

USER ACKNOWLEDGMENT
User acknowledges that, as the Service changes, User may be required to agree to additional terms and conditions as a condition to continued use of the Service. User further acknowledges that eMoney may change the terms and conditions applicable to use of the Service at any time, and eMoney will obtain User's agreement to such changed terms and conditions as required by law. The Service is at all times subject to this Agreement then in effect; should User refuse to accept the current Agreement, eMoney will immediately terminate User's access to and use of the Service.

Privilege to Access and Use the Service

During the term of and subject to the terms and conditions of this Agreement, Consumer may access and use those aspects of the Service intended for access and use by Consumers (the "Consumer Site"). Consumer shall not (1) access or use any aspect of the Service other than the Consumer Site; (2) access or use the Service for any purposes other than personal use; or (3) access or use the Service in any unlawful manner or in violation of this Agreement. Advisor may provide Consumer access and use of Consumer Site solely for personal, family or household purposes.

User understands, acknowledges and agrees that:



Account Aggregation Service (referred to as "Connections")

The Service currently provides an account aggregation function that allows Consumer to view, in a single location on the Consumer Site, consolidated financial information from accounts that Consumer maintains at various financial institutions as identified by Consumer from time to time ("Outside Accounts").

To use the account aggregation function, User understands and agrees that:



Third Party Data



The User will defend, indemnify and hold harmless eMoney, and its affiliates, licensors, and third party licensors, service providers, and their partners, suppliers, officers, directors, employees and successors and assigns thereof ("Indemnified Parties") from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses and costs (including any reasonable legal fees and expenses relating to eMoney's or any third party service providers defense) ("Damages") arising from third party claims which allege: (i) failure by the User or the User's third party service providers, clients, agents or vendors to comply with any obligations to eMoney with regards to the Third Party Data; (ii) the unauthorized access or use of the Third Party Data by the User or the User's third party service providers, clients, agents or vendors; or (iii) any negligent or willful acts, errors, or omissions by the User or the User's third party service providers, clients, agents or vendors in the performance of the User's obligations, provided, however, that the User shall not be obligated to indemnify any Indemnified Party in the event that, and solely to the extent that, the Damages result from the gross negligence or willful misconduct of eMoney. In the event eMoney requests indemnification pursuant to this Section, it shall give notice to the User promptly after the receipt of any claim that may be indemnifiable hereunder. The User shall have sole control of the defense with respect to any such claim (including settlement of such claim), except that eMoney may participate in such defense at its own expense, and that no settlement that imposes liability on or detrimentally affects the rights of eMoney or its licensors, and third-party service providers, and their partners, suppliers, officers, directors, employees and successors and assigns shall be entered into by the User without eMoney's prior written consent. If the User fails to either defend or settle any such claim, eMoney may defend the claim, and keep the User informed of the progress, or settle the claim for a commercially reasonable result.

The Vault

The Service currently provides a service known as the Vault which allows User to store and retrieve electronic files on the Consumer Site. To add a file to the Vault, (a) Consumer may either upload the file to a private Vault folder to which the Consumer may have access, (b) a User may upload the files to a shared folder to which the Advisor has granted Consumer access or (c) a User may provide a copy of the file to the Advisor if that document is to be added to a folder contained in the Vault other than the Consumer's private or shared folders to which the Consumer may have access. The Advisor is responsible for uploading the file to the Vault and organizing Consumer's files in the Vault into separate electronic "folders." User understands and agrees that Consumer will have "view only" access to materials in the Vault that the Advisor has added and that any addition, deletion, modification, or organization of Consumer's such files in the Vault must be processed through the Advisor.

User understands and agrees that:



Alliance Partners

In addition to the user roles of Advisor and Consumer, the Service also provides a user role that allows other service providers to Consumer, such as Consumer's banker, accountant or attorney (known as "Alliance Partners"), to access and view all of the information stored by the Service in relation to Consumer. For example, the Alliance Partner role allows Consumer to direct the Advisor to permit Consumer's family lawyer access to Consumer's information in the Service to assist with estate planning and other needs.

Consumer understands and agrees that:



Other Terms and Conditions

Consumer may terminate use of the Service at any time by contacting the Advisor. Once Consumer has terminated use of the Service, Consumer will have no further access to the Service and all files retained in the file storage service will be deleted.

eMoney stores information regarding actions taken by Consumer when Consumer accesses the Consumer Site. This information may be provided to the Advisor and/or Alliance Partners and to other eMoney employees and contractors who provide services or products to the Consumer. Consumer agrees that the Service is non-transferable, and any rights to the Service and access to the Consumer Site and the information or contents within the Consumer Site may terminate upon Consumer's death. Upon receipt of a copy of Consumer's death certificate, Consumer's access to the Consumer Site may be terminated and all contents therein permanently deleted.

eMoney may modify or discontinue offering the Service at any time, with or without notice, for any reason or no reason.

The Service may provide links to websites and include embedded videos that are not operated or hosted by eMoney. eMoney provides these links and/or videos for User's convenience and may be removed at any time. eMoney does not investigate the quality, accuracy or completeness of any content on third party websites. User acknowledges and agrees that eMoney is not responsible or liable for any content, advertising, products or other materials on or available from third party websites or embedded videos. User is responsible for familiarizing his or herself with the content of such third party websites and/or embedded videos, including the applicable privacy policies related thereto. For more information on eMoney's privacy policies, please see the eMoney privacy statement.

NONE OF EMONEY, AND ITS AFFILIATES, PARTNERS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES AND SUCCESSORS AND ASSIGNS, ITS THIRD-PARTY DATA PROVIDERS, LICENSORS, AND THEIR PARTNERS, SUPPLIERS AND THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, "THIRD PARTY SUPPLIERS") ARE MAKING ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY THIRD PARTY DATA OR WITH RESPECT TO THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS RECEIPT OR USE OF THE THIRD PARTY DATA.THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS USE OF (OR USE IN ANY PARTICULAR LOCATION AS SET FORTH ABOVE) THIRD PARTY DATA IS AT THE USER'S SOLE RISK. THIRD PARTY DATA IS PROVIDED BY EMONEY, ITS AFFILIATES AND THIRD PARTY SUPPLIERS ON AN "AS IS" AND "AS AVAILABLE" BASIS. EMONEY, ITS AFFILIATES AND THIRD PARTY SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE THIRD PARTY DATA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. EMONEY, ITS AFFILIATES AND THIRD-PARTY SUPPLIERS MAKE NO WARRANTY OR COMMITMENT TO THE USER THAT (I) THE THIRD PARTY DATA WILL MEET THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS REQUIREMENTS, (II) THE TRANSMISSION OR RECEIPT OF THIRD PARTY DATA WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE THIRD PARTY DATA THAT IS OBTAINED BY THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, AGENTS OR VENDORS WILL BE ACCURATE, COMPLETE OR RELIABLE, OR (IV) ANY ERRORS IN THE THIRD PARTY DATA WILL BE CORRECTED. EMONEY, ITS AFFILIATES AND THIRD-PARTY SUPPLIERS SHALL NOT HAVE ANY LIABILITY (INCLUDING, LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, LOSS RESULTING FROM BUSINESS DISRUPTION, LOST PROFITS OR TRADING ERRORS) TO THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, CLIENTS, AGENTS OR VENDORS AS A RESULT OF THE USER OR THE USER'S THIRD PARTY SERVICE PROVIDERS, AGENTS, CLIENTS OR VENDORS USE, OR INABILITY TO USE, OR ANY ERRORS IN, ANY THIRD PARTY DATA OR ANY OTHER MATTER PERTAINING HEREIN.

THE SERVICE IS FURNISHED "AS IS" AND (EXCEPT AS AGREED IN WRITING) WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY OF ALL OR ANY PART OF THE SERVICE, AND FREEDOM FROM ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS.

EMONEY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

IF THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY IS HELD TO BE UNENFORCEABLE, CONSUMER AGREES THAT EMONEY'S LIABILITY TO CONSUMER, WHETHER IN TORT, CONTRACT OR OTHERWISE, FOR ALL CAUSES SHALL NOT EXCEED IN THE AGGREGATE $500.

If any clause or provision set forth in this Agreement is determined to be illegal, invalid or unenforceable under present or future law, then the clause or provision so determined to be illegal, invalid or unenforceable shall be severable without affecting the enforceability of all remaining clauses or provisions.

This Agreement and access to and use of the Service shall be governed by the laws of the United States of America and the Commonwealth of Pennsylvania applicable to contracts entered into by residents of Pennsylvania and wholly performed in Pennsylvania. The state courts with jurisdiction over Montgomery County, Pennsylvania shall have exclusive jurisdiction over any and all claims, disputes or other controversies relating to or arising from this Agreement or access to or use of the Service. Each party hereby expressly consents to the exercise of jurisdiction over the Agreement by such courts. To the fullest extent permitted by applicable law, each party to this Agreement waives its or his right to a jury trial with respect to any action brought under or in connection with this Agreement. The headings used in these Terms of Use are for convenience only and such headings are not to be used in determining the meaning or interpretation of these Terms of Use. This Agreement will continue to apply until terminated by either the User or eMoney in accordance with this Agreement and/or the prevailing agreement in place between the Advisor and eMoney. This Agreement may not be modified or amended without the prior written consent of eMoney. eMoney may modify this Agreement from time to time. Any and all changes to this Agreement may be provided to User by electronic means. In addition, the Agreement will always indicate the date it was last revised. User is deemed to accept and agree to be bound by any changes to the Agreement when using the Service after those changes are posted.