EMONEY TERMS OF USE

Last Revised 8/14/2020

The eMoney Terms of Use was updated as of March, 2020.

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 personal, family or household financial planning services to Consumer.

"Consumer" means a consumer customer of Advisor who is authorized by written agreement with Advisor to use the Service solely for personal, 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 Terms of Use (this "Agreement" or “Terms of Use”) are 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").

THIS AGREEMENT CONTAINS PROVISIONS THAT REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN USER AND eMoney, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE REVIEW THE ARBITRATION, CLASS WAIVER, JURY TRIAL WAIVER, GOVERNING LAW SECTION FOR FURTHER INFORMATION ABOUT THIS REQUIREMENT. PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT USER UNDERSTANDS EACH PROVISION.

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 ACKNOWLEDGEMENT

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 written terms and conditions between Advisor and Consumer of that certain wealth planning agreement between Advisor and Consumer (the "Advisor 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 Advisor Agreement and (2) that the Advisor 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 Advisor Agreement and any other applicable agreement(s) between Advisor and Consumer.

USER ACKNOWLEDGEMENT

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 if required by law, eMoney will obtain User's agreement to such changed terms and conditions. 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 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:



Arbitration, Class Waiver, Jury Trial Waiver, Governing Law

Arbitration:READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES USER AND eMoney TO ARBITRATE THEIR DISPUTES. Both eMoney and User agree to resolve by binding arbitration any claim, dispute, or controversy (whether based in contract, tort, statute, or any other legal theory) arising out of or in connection with or relating to (1) the products or services made available by eMoney, including Advisor, User's use of these products and services, and the information that User provides eMoney in connection with User’s use of these products and services, or (2) this Agreement, including without limitation, the validity, interpretation, enforcement, or application of this Agreement and/or this Section (collectively, “Claims”). Both User and eMoney further agree that the arbitrator shall also have the exclusive authority to determine all additional threshold arbitrability issues, including without limitation issues relating to whether the Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. A party who intends to seek arbitration must first send a written notice of the Claim to the other party by certified mail or Federal Express, or in the event that we do not have a physical address on file for User, by electronic mail ("Notice"). eMoney and User agree to use good faith efforts to resolve the Claim, but if the parties do not resolve the Claim within 30 days of the Notice, then either party may commence arbitration. Our address for notice is:

Attn: General Counsel
eMoney Advisor, LLC
4 Radnor Corporate Center, Suite 300
100 Matsonford Road
Radnor, PA 19087

Arbitration Procedure: Any arbitration between User and eMoney will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting eMoney. Unless User and eMoney otherwise agree, the arbitration will be conducted in the county where User resides. If User is using the Service for commercial purposes, payment of all arbitration fees will be determined in accordance with the AAA Rules. If User is using the Service for non-commercial purposes and User's claim is for less than $10,000, eMoney will reimburse User's filing fee, unless the arbitrator finds that either the substance of User's claim or the relief sought is frivolous or brought for an improper purpose, in which case the payment of all fees will be determined in accordance with the AAA Rules. If User is using the Service for non-commercial purposes and User's claim is for greater than $10,000, the payment of all fees will be determined in accordance with the AAA Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Exceptions: Notwithstanding anything else in this Agreement to the contrary, eMoney and User both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, provided that is the sole form of relief sought, or (iv) to file suit in a court of law to address intellectual property infringement claims. User and eMoney agree that the state courts with jurisdiction over Montgomery County, Pennsylvania shall have exclusive jurisdiction over any claim, dispute or controversy brought pursuant to this section, and both parties irrevocably consent to the jurisdiction of this court.

No Class Actions: USER AND eMoney AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT IN ANY REPRESENTATIVE CAPACITY, INCLUDING A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR ANY OTHER REPRESENTATIVE PROCEEDING WHATSOEVER. Further, unless both User and eMoney agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. Any determination about the validity, interpretation, enforcement, and/or application of this No Class Action section is delegated to the arbitrator.

Jury Trial Waiver: USER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, USER AND eMoney ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY Claims TO THE FULLEST EXTENT PERMITTED BY LAW.

Governing Law: Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. If the FAA and AAA Rules are found to not apply to any issue that arises under this Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the Commonwealth of Pennsylvania, without respect to its conflict of laws principles, the parties acknowledge that this Agreement evidences a transaction involving interstate commerce.

Severability: If any clause or provision set forth in this Arbitration, Class Waiver, Jury Trial Waiver, Governing Law section 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.

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, 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 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.

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.

In the event of any conflict or inconsistency among the eMoney Terms of Use immediately above and the Pruco Securities, LLC User Agreement set forth below, any and all such conflict or inconsistency shall be resolved by giving precedence to the eMoney Terms of Use above.

Prudential User Agreement: eMoney Service

eMoney Advisor, LLC (“eMoney”), not Pruco Securities, LLC (“Pruco,” “we” or “us”), offers the eMoney account aggregation service referred to as “eMX Select,” including any information, data, materials, reports, services, products, functionality or other resources made available thereby (collectively, the “Service”). By written agreement with eMoney, Pruco, through its investment adviser representatives (each, an “IAR”) may authorize Pruco customers and prospective customers (“Customer” or “you”) to use or access the Service. Through the Service and subject to eMoney’s Terms of Service, you may have the ability to (i) aggregate certain financial accounts (which you choose to include) whose information is generally updated daily, (ii) create “manual accounts” for certain assets that cannot be aggregated, and (iii) access a limited storage feature for your financial-related documents (collectively, “Your Information”). The Service allows you and your IAR to view Your Information. This External User Agreement: eMoney Service (“Agreement”) is an agreement between you and Pruco concerning your use of (including any access to) the Service in order to clarify our respective rights and obligations in connection with Pruco through its IARs authorizing your use of (including any access to) the Service. Please read this Agreement carefully. By signing below or by accessing or using the Service, and in consideration of the right to access and use the Service for no additional fee, you agree to the terms of, and to be bound by, this Agreement.

Pruco neither controls nor is responsible for the Service, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality or usefulness of the Service, Your Information, or any other information or materials available through the Service. Pruco makes no representation or warranty with respect to the Service. eMoney and Pruco are separate companies and are not affiliated. Pruco is not responsible for any eMoney acts or omissions. Neither Pruco nor your IAR has any obligation to monitor the Service, your use thereof, or any information, including Your Information, made available thereby. Pruco does not independently verify the accuracy of Your Information shown or available through the Service.

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO THE SERVICE, INCLUDING EMONEY’S TERMS OF SERVICE AND PRIVACY POLICY APPLICABLE TO THE SERVICE BOTH OF WHICH ARE AVAILABLE THROUGH THE SERVICE. YOU AGREE THAT YOU WILL READ AND AGREE TO SUCH TERMS, CONDITIONS AND POLICIES PRIOR TO ANY ACCESS TO OR USE OF THE SERVICE.

The Service is not designed or intended to be used as a permanent or emergency data storage service and you are responsible for creating and maintaining copies of any documents, information or materials that you post, upload or otherwise submit or store through the Service.

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by sending you a revised Agreement by mail or email to the most current address that you have provided to us. Any such changes will not apply to any dispute between you and us arising prior to the date on which we notified you of such changes. Your use of the Service following any changes to this Agreement will constitute your acceptance of such changes. The “Last Revised” legend above indicates when this Agreement was last changed. If you do not agree to the changes, you must notify your IAR and your use and access to the Service will be immediately terminated.

Access to and Use of the Service

You acknowledge and agree that your IAR, on behalf of Pruco and subject to the terms and conditions of this Agreement, may authorize your access to and use of the Service. Any such authorization is solely as a convenience to you, and you are under no obligation to use the Service. Neither Pruco nor your IAR will charge you a separate fee if you choose to use the Service. Your IAR may not condition your use of or access to the Service on the purchase of any product or service. If you do not wish to use the Service, do not sign below and do not use the Service. Neither Pruco nor your IAR have any obligation to continue to authorize your access to and use of the Service through Pruco, and either Pruco or your IAR may, in their sole discretion and without notice, revoke such authorization or block or disable your access to the Service (in whole or part) at any time, including without limitation, if you are no longer a customer of Pruco, do not become a customer of Pruco, inactivity by you in connection with the Service or if your IAR is no longer associated with Pruco.

In addition to you adding Your Information through the Service, you also hereby authorize your IAR to cause information regarding your accounts at Pruco and/or Pruco’s affiliates to be made available to you and your IAR through the Service (“Your Pruco Information”). Your Pruco Information may be used by you and your IAR in connection with your IAR’s performance of services for you. Any such services provided by the IAR are provided in accordance with the applicable client agreement between you and Pruco, rather than this Agreement.

You acknowledge and agree that Pruco’s and your IAR’s use and disclosure of any of Your Information or Your Pruco Information available to them through the Service is governed by, and you hereby authorize Pruco and your IAR to use and disclose Your Information and Your Pruco Information in accordance with, Pruco’s Privacy Notice, a copy of which you acknowledge has been provided to you with this Agreement. You may request a copy of the Privacy Notice at any time by contacting your IAR. In addition, you expressly authorize your IAR and Pruco and its affiliates to use Your Information and Your Pruco Information for marketing purposes, which may include making you aware of other financial products or services available through Pruco or its affiliates, without independent verification of Your Information or Your Pruco Information. Please refer to the “Important Information about Your Advisor” section below for additional information.

In addition, you understand, acknowledge and agree that:



Your Duty to Compare and Notify

Your IAR may rely on Your Information and Your Pruco Information and any reports generated through the Service based on such information for marketing purposes, including making you aware of products and services available through Pruco or its affiliates, or providing services to you. However, neither Pruco nor your IAR independently verifies the accuracy of, or undertake any obligation to update, Your Information or Your Pruco Information. The Service is not a replacement for account statements provided by Financial Institutions. You agree to compare your Financial Institution account information available through the Service with statements from Financial Institutions for such accounts and to promptly notify your IAR of any discrepancies between them. You understand that information about financial or insurance products or services, including any recommendations provided to you by your IAR based on Your Information or Your Pruco Information is separate and distinct from the Service and is not covered by this Agreement. Please refer to the “Important Information about Your Financial Professional” for additional information.

The Vault

The Service currently provides a limited document storage functionality known as the “Vault” (the “Vault”) which allows you to store and retrieve documents through the Service. To add a document to the Vault, you will follow the instructions provided by eMoney and agree to store your documents in the “Private Client” folder in the Vault. Neither Pruco nor your IAR will have access to your “Private Client” folder in the Vault. You acknowledge and agree that the Vault is not an approved means of communication between you and your IAR and/or Pruco. You agree to communicate with your IAR and/or Pruco, including sharing documents or other information, only via your IAR’s Pruco e-mail address and/or your IAR’s Pruco business telephone number. Any communication, including any instructions, in the Vault addressed to or intended for the Advisor and/or Pruco will not be acknowledged, processed or answered. You also agree to keep copies of any document you store in the Vault and understand that any such documents will be deleted if your access and use of the Service is terminated for any reason.

Important Information about Your IAR

Neither Pruco, nor any of its IARs, financial professionals, agents, financial service representatives or employees, are authorized or permitted to provide legal, tax or accounting advice in connection with any services they provide. If you need this type of advice, you should consult with your own personal attorneys, accountants or tax advisors.

Because your IAR may possess multiple licenses and registrations and can therefore act in multiple capacities, it is important for you to understand the capacity he or she is acting in at each point in time, as each capacity under which he or she serves carries a different obligation to you. To the extent you are unsure of his or her role, please ask your IAR for further information.

Should you choose to purchase security products through Pruco, you will be working with your IAR in his or her capacity as a registered representative of Pruco. Should you choose to purchase insurance products through Pruco, you will be working with your IAR in his or her capacity as an insurance agent of Pruco’s affiliated insurance companies (i.e., The Prudential Insurance Company of America, Pruco Life Insurance Company or Pruco Life Insurance Company of New Jersey). If you wish to have your IAR provide investment advisory services to you, he or she will be providing such services in his or her capacity as an investment adviser representative of Pruco. You are under no obligation to purchase any products or additional services through or from Pruco or its affiliates in connection with use of the Services or otherwise. However, if you do, this may result in the payment of additional compensation to your IAR and/or to Pruco and its affiliates.

Any advice or recommendations to you will be provided by your IAR based on your individual situation and needs and that advice or recommendation is separate and distinct from the Service (including any output from the Service). The suitability or appropriateness of any such recommendations or advice will be based solely on information provided by you to Pruco through Pruco’s forms, rather than Your Information, Your Pruco Information or any other information available through the Service. Any such advice or recommendations will be governed by the applicable client agreement between you and Pruco, rather than this Agreement.

No Ongoing Duty to Monitor or Supervise
Neither Pruco nor your IAR has an obligation to monitor Your Information, Your Pruco Information or any other information or materials available through or in connection with the Service or to monitor your financial or other personal circumstances in connection with your use of the Service through Pruco. The Service is made available for your convenience only.

Other Terms and Conditions

You may terminate use of the Service at any time by contacting your IAR. You acknowledge and agree that, once you have terminated use of the Service, you will have no further right to access or to use the Service, and all of Your Information and Pruco Information available through the Service, including documents retained in the Vault, will be immediately deleted, and you agree not to access or use the Service.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICE IS MADE AVAILABLE TO YOU ON AN "AS IS," “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND PRUCO AND ITS AFFILIATES AND ITS AND THEIR AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, ADVISORS, AFFILIATES, AGENTS AND REPRESENTATIVES (“PRUDENTIAL PARTIES”) EXPRESSLY DISCLAIM WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AVAILABILITY OF ALL OR ANY PART OF THE SERVICE, AND FREEDOM FROM ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) NO PRUCO PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR DIMINUTION OF VALUE, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE OR DATA, LOSS OF GOODWILL, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF ALL PRUCO PARTIES, COLLECTIVELY, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, FIVE HUNDRED U.S. DOLLARS ($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, solely as between you and Pruco, matters related to your access to and use of the Service shall be governed by the laws of the United States of America and the State of New Jersey applicable to contracts entered into by residents of New Jersey and wholly performed in New Jersey. The state courts with jurisdiction over Essex County, New Jersey shall have exclusive jurisdiction over any and all claims, disputes or other controversies relating to or arising from this Agreement or your access to or use of the Service. You hereby expressly consent to the exercise of jurisdiction over you by such courts. 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, unless otherwise prohibited by applicable law.

The headings used in this Agreement are for convenience only and such headings are not to be used in determining the meaning or interpretation of this Agreement. This Agreement constitutes the entire agreement between you and Pruco with respect to your access and use of the Service and supersedes any and all other agreements, representations and understandings, whether written or oral with respect to the subject matter hereof (i.e., Pruco through IAR authorizing your access to and use of the Service). For avoidance of doubt, this Agreement does not supersede or replace any client agreement you have with Pruco. This Agreement may not be modified or amended by you without the prior written consent of Pruco. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without Pruco’s express written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.” Notices to you (including notices of changes to this Agreement) may be made by email to the most recent email address that you have provided to us or your IAR or by regular mail to the most recent mailing address that you have provided to us or your IAR. Pruco will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.


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