Conquest Terms of Use

EDUCATORS FINANCIAL GROUP INC.

FINANCIAL PLANNING SOFTWARE END USER LICENCE AGREEMENT

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING ON THE “ACCEPT” BUTTON OR LINK, YOU HAVE READ, UNDERSTOOD, AND ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE PRIVACY POLICY AVAILABLE AT https://www.educatorsfinancialgroup.ca/privacy-policy-legal-notice/ (THE “PRIVACY POLICY”). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “DECLINE” BUTTON OR LINK OR EXIT THE SOFTWARE. 

BY CLICKING “ACCEPT”, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND ANY ADDITIONAL TERMS AND CONDITIONS OR FUTURE MODIFICATIONS.

Educators Financial Group Inc. (“Educators Financial Group”, “we” or “us”) offers their clients and advisors access to a financial planning platform operated by Conquest, which is currently available at conquestplanning.com (the “Site”).

NOW THEREFORE in consideration of the foregoing and the mutual promises, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows

1. DEFINITIONS

1.1 Definitions. The following terms, wherever used in this Agreement, shall have the respective meanings set forth below:

(a) “Agreement” means this End User Licence Agreement, the Privacy Policy and all of the schedules and appendices attached hereto, and any additional terms, conditions or future modifications as described herein.

(b) “Canada’s Anti-Spam Legislation” means an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, as amended.

(c) “Confidential Information” means any and all information, whether disclosed in writing, electronically, orally, in machine readable form or otherwise, of any nature and in any form, and whether or not specifically marked as confidential, including but not limited to, the terms and agreements contained in this Agreement, the information gathered by inspection or heard by the User from an inspection of any property, activities or facilities of Educators Financial Group, the Software, the Results, business plans, business strategies, research and development plans, marketing plans, pricing information and any other technical, engineering, manufacturing, product, servicing, personnel, business or financial information, which is provided, developed, made available or disclosed by or on behalf of Educators Financial Group to the User, or that the User prepares that contain or otherwise reflect a review of any of the information referred to in this Section.

(d) “Conquest Planning” or “Conquest” means Conquest Planning Inc., a corporation incorporated under the laws of the Province of Manitoba.

(e) “Content Licence” has the meaning assigned to it in Section 2.1(a).

(f) “Defaulting Party” has the meaning assigned to it in Section 8.2(b).

(g) “Disagreement” has the meaning assigned to it in Section 9.2.

(h) “Feedback” means any suggestion or idea for updates to any of the Services or new products or services;

(h) “Intellectual Property” means any and all rights in and in relation to any intellectual and industrial property of every nature, under the laws of any country, whether registered or unregistered, including without limitation, improvements, modifications, developments, trade secrets, proprietary information, know-how, derivative works, copyrights, moral rights, databases, data structures, database designs, screenshots, database indices, modules, objects, classes, packages, in-line comments, user interfaces, design documents, test plans and scripts, computer programs, applications and software (whether in source, object code or executable formats) and related documentation and manuals, literary and/or artistic works, compositions, compilations, diagrams, designs, domain names, patents (including without limitation, divisions, reissues, substitutions, prolongations, continuations, re-examinations, continuations in part, renewals, modifications and extensions thereof), trademarks, trade dress, rights under registered user agreements, trade names, corporate names, business names, social media handles, hashtags, keywords and other trademark and service mark rights and goodwill, industrial designs, models and utility models, prototypes, inventions, ideas, data, suggestions, conceptions, formulations, compounds, methods, discoveries, processes, compositions, research data and results, project plans, notes, testing materials, logs, drawings, information, findings, results, technologies, materials, formulae, specifications and architecture, data, techniques, instructions, manuals, records, look and feel, integrated circuit topography, studies, blueprints, packaging, reports, files, samples, photographs, graphs, graphics, text files, websites (including all of the related web pages, content, software, information, photographs, images, illustrations, audio clips, video clips, data, code, graphics, text files, icons, titles, objects, concepts, artwork, animations, text, sounds, audio-visual effects, methods of operation and the look and feel of the content and information), drawings, interfaces, screen display, audio visual display or presentation, algorithms, documentation and media, and procedures, in whatever form or medium, including:

(i) the benefit of all registrations and applications to register as well as all rights to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof);

(ii) any other statutory protection of whatever kind;

(iii) all such other rights which may be recognized under law, equity, contract or otherwise, to protect technical or other creative contributions or expressions;

(iv) confidential information, know-how and trade secrets;

(v) all priority rights derived from any of the foregoing items and all rights in the nature of any of the foregoing items for any and all countries in the world; and

(vi) all rights to sue for infringement, misappropriation and/or violation of any of the foregoing items and all rights in the nature of any of the foregoing items, whether arising prior to or subsequent to the date of this Agreement.

(i) “Licence” has the meaning assigned to it in Section 2.1(a).

(j) “User Content” means any data and information distributed or submitted electronically or otherwise by the User via the Software.

(k) “Non-Defaulting Party” has the meaning assigned to it in Section 8.2(b).

(l) “Requirements” has the meaning assigned to it in Section 5.3.

(m) “Results” means any and all results, reports and recommendations based on the User Content, user data, analytics and/or user data results that we provide to the User. The term “Results” shall also include any modification or enhancement to the User Content and any Intellectual Property relating thereto by us, and any Intellectual Property made, conceived, acquired, suggested, discovered or developed by us, or under our direction, either solely or jointly with others, which relates to, relies on or uses the User Content and all Intellectual Property relating thereto.

(n) “Services” means all services to be provided by or on behalf of Educators Financial Group under this Agreement, including without limitation, the provision of the Software and Site.

(o) “Software” means the financial planning platform and application, together with (a) all computer programs, software, website, database and/or multi-media content in object code form that are embedded in the said platform and application or delivered to the User separately by EDUCATORS FINANCIAL GROUP and are designed to be used in conjunction with the said platform and application; and (b) all documentation relating to the said platform and application, including without limitation, manuals, handbooks and any user guides and/or other instructions concerning the access, use and/or operation of the Software.

(p) “Term” has the meaning assigned to it in Section 8.1.

(q) “Territory” means Canada.

(r) “User” means a person who uses and accesses the Software and/or the Results in any manner. Such a person is also referred to in this Agreement as “you”.

2. LICENCES

2.1 Licences. The parties agree that:

(a) Subject to the terms and conditions of this Agreement, Educators Financial Group grants to the User a personal, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable right and licence to access and use the Software and the Results in the Territory for the Term in accordance with this Agreement, and only for the purposes expressly permitted by this Agreement (collectively, the “Licence”). For clarity, the Licence is personal to the User, and the Licence may not be assigned, transferred or sublicensed to any other person or accessed and used for purposes other than as described in this Agreement. Using the Software and the Results for any other purpose or in any other manner is strictly prohibited. Educators Financial Group retains all rights not expressly granted hereunder. Any access and use of the Software and the Results, other than as specifically authorized under this Agreement, including sublicensing to any person, without the prior written consent of Educators Financial Group, is strictly prohibited and may, at the sole discretion of Educators Financial Group, terminate the Licence.

(b) Subject to the terms and conditions of this Agreement, the User hereby grants to  Educators Financial Group a royalty-free, fully-paid, perpetual, irrevocable, transferable, sublicensable, worldwide and non-exclusive right and licence to access, reproduce, copy, distribute, create derivative works of, adapt, translate, transmit, arrange, modify, host, bundle, use and fully exploit the User Content and any Intellectual Property relating thereto (the “Content Licence”). Educators Financial Group can grant sublicences with respect to the Content Licence.

2.2 Restrictions. The parties agree that:

In connection with the User’s use of the Services, the User agrees and covenants not to:

i. Republish material made available in connection with the Services in any physical or electronic media documents, including (but not limited to) republication on another website;

ii. use, modify, enhance, translate, transfer, transmit, disclose, copy, release, communicate, reproduce, provide or make available to any third party, in any way, the Confidential Information, the Results and/or the Software, and all Intellectual Property relating thereto, in whole or in part, except as expressly provided for in this Agreement. The User shall not copy, use, analyze, translate, convert, reverse engineer, decompile, disassemble or otherwise reduce the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto, to a human readable form, nor shall the User permit any operator, employee, agent, outside consultant or other third party to do any of the foregoing. Any modification or enhancement to the Software, the Results and/or the Confidential Information, and any Intellectual Property relating thereto, other than as specifically authorized under this Agreement, without the prior written consent of Educators Financial Group, is strictly prohibited and may, at the sole discretion of Educators Financial Group, terminate the Licence and any Intellectual Property made, conceived, acquired, suggested, discovered or developed by the User, or under the User’s direction, either solely or jointly with others, which relates to, relies on or uses the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto, shall be treated as Confidential Information of Educators Financial Group and shall be the sole exclusive property of Educators Financial Group (as between the parties). The User agrees and covenants to disclose promptly in writing to Educators Financial Group any such Intellectual Property;

iii. sell, market, rent, lease, transfer, distribute, sublicense or create derivative works of the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto, in whole or in part, to any third party;

iv. Display any material made available in connection with the Services in public;

v. Reproduce, duplicate, copy, or otherwise exploit material made available in connection with the Services for a commercial purpose;

vi. Edit or otherwise modify any material made available in connection with the Services;

vii. Redistribute material made available in connection with the Services- except for Presentations or other content specifically and expressly made available for redistribution, and then only within your organization;

viii. Use any content or part of it, available in connection with the Services, or any part of the Services, such as images, characters, or other assets, outside the context of the created video, including but not limited to creating posters, merchandise, or any other products;

ix. Republish or reproduce any part of the material made available in connection with the Services through the use of iFrames or screen-scrapers, unless explicitly permitted;

x. Use any part of the Services in any way that causes, or may cause, damage, or impairment of the availability or accessibility of the Software and the Services, or in any way which is unlawful, illegal, fraudulent, or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

xi. Use the material made available in connection with the Services to copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software;

xii. Conduct any systematic or automated data collection activities on or in relation to the material made available in connection with the Services without our express written consent. This includes, but not limited to: Scraping; Data Mining; Data Extraction; Data Harvesting; “Framing” iFrames; Article Spinning, or the like;

xiii. Use the material made available in connection with the Services, or any part of it, to transmit or send unsolicited commercial communications;

xiv. Use the Services to distribute or make available for download media files (images, audio or video) or any other types of files, for purposes other than distributing content created by using the Services;

xv. Upload, transmit, or distribute any content that defames, harasses, threatens, or otherwise infringes upon the legal rights of others, including privacy and publicity rights;

xvi. Use the Services to create, generate, or disseminate content that includes sexually explicit material, obscene, or otherwise objectionable, promotes hate speech, or discriminates based on race, ethnicity, gender, religion, or other protected characteristics. Any attempt to use the Services for the creation of content that is harmful, defamatory, misleading, or illegal, including content that targets individuals or groups with hate or discrimination, will result in immediate termination of access to the Software;

xvii. Engage in discriminatory conduct or disseminate content that targets individuals or groups based on race, color, religion, gender, sexual orientation, age, national origin, ancestry, disability, or any other protected characteristic; Ridicule or disparage individuals or groups based on the aforementioned characteristics;

xviii. Exploit or harm minors or animals; and

xix. Incite, encourage, or promote illegal activities or acts of violence. In the event of violation of this section, Educators Financial Group may suspend or terminate the User’ access to the Software and may also entail legal action as appropriate.

The User is prohibited from misusing or abusing content generated as part of the Services and Software, including, but not limited, using generated content to engage in harassment, spread misinformation, incite violence, or distribute sexually explicit material. Any content generated through the Software will adhere to legal standards and ethical guidelines. Users found abusing generated content shall face immediate suspension or termination of access to the Software and may be subject to legal action.

In addition to the above, The User agrees and covenants (i) to keep all disclaimers and copyright, trademark and other proprietary notices intact on the Software and the Results; (ii) that access and use of the Software and/or the Results does not transfer to the User any ownership or other rights in the Software or the Results; and (iii) to access and use the Software and the Results only in the manner described expressly in this Agreement and subject to all applicable laws.

3. ACKNOWLEDGEMENTS & COVENANTS

3.1 Acknowledgements. The parties agree that:

(a) The User agrees and acknowledges the validity of the Software and the Results. The User shall not use or modify the Software or the Results in any manner likely to negate, impair or dilute any of the rights of Educators Financial Group. The User shall not, either during the Term or at any time thereafter, contest or dispute or assist another in contesting or disputing, directly or indirectly, the validity, ownership, control or enforceability of any of Educators Financial Group’s right, title and interest in and to the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto.

(b) The User agrees that it shall not at any time file any Intellectual Property, secure and/or register any Intellectual Property or maintain any Intellectual Property relating to or arising out of the Software, the Results and/or the Confidential Information, or any Intellectual Property relating thereto.

(c) The User shall not, to the extent legally enforceable, file any action to challenge or raise any question or objection, or cause to be filed any such action or cause to be raised any such question or objection, to the validity, enforceability, registration or patentability of the Software, the Results and/or the Confidential Information, or any Intellectual Property relating thereto, on any grounds whatsoever.

(d) The User shall provide to Educators Financial Group all such access, assistance and co-operation as is reasonably requested by Educators Financial Group in order to facilitate the performance by Educators Financial Group of its obligations hereunder.

(e) The User shall access and use the Software and the Results in a careful and prudent manner in accordance with this Agreement.

(f) The User shall (a) comply with all laws, and the directions of Educators Financial Group regarding the access and use of the Software and the Results; (b) not, nor shall the User permit any person, other than Educators Financial Group’s authorized representatives, to modify, disassemble, perform maintenance on, service or attempt any repair or adjustment to the Software.

(g) The User agrees to assume the full risk for loss or damage to the Software and/or the Results, however caused, except if caused by the negligent act or omission of Educators Financial Group.

(h) The User shall keep the Software, the Results and the Confidential Information free and clear of any liens or other encumbrances.

3.2 Service Level. You shall ensure that your systems include reasonable attacker defences and security measures. Your systems shall be configured with reasonable security measures related to data theft (through SSL encryption) and unauthorized network access from other unlicensed computers within your end users.

3.3 Availability. Educators Financial Group will make reasonable efforts to ensure that the Services are available. However, access to the Services may be disrupted from time to time due to necessary maintenance, technical issues, network and system overloads or events outside of Educators Financial Group’s control. Educators Financial Group will use commercially reasonable efforts to avoid downtime of the Services but assumes no liability if the Services or any part thereof is unavailable at any time or for any period. Educators Financial Group may update the Services from time to time. We reserve the right to withdraw or amend our Service, in our sole discretion without notice. The User acknowledges and agrees that the operation and availability of the systems used for accessing, using and interacting with the Software, the Results and/or the User Content, including the public telephone, computer networks and the Internet, or to transmit information whether or not supplied by you or Educators Financial Group, can be unpredictable and may, from time to time, interfere with or prevent the access, the use and/or the operation of the Software, the Results and/or the User Content. The User acknowledges and agrees that the bandwidth and servers provided by Educators Financial Group are not guaranteed and the User agrees not to use an unreasonable amount of bandwidth or unreasonably burden Educators Financial Group’s servers. Educators Financial Group is not responsible for any outages at your premises, including internal network, local infrastructure or facilities, unless directly attributable to Educators Financial Group’s gross negligence or wilful conduct. In the event viruses are detected in your local client environment managed by Educators Financial Group, Educators Financial Group may be required to secure the systems by denying access to infected users. If the virus infection is traced back to you, you will be invoiced for remedying the virus. The User acknowledges and agrees that the Results may not be available at all times and may contain inaccuracies.

3.4 Devices: The User will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, such as all connectivity, computer software, hardware and other equipment needed for access to and use of the Services. The User must maintain the confidentiality of your account. The User agrees and acknowledges that login details cannot be shared with or used by anyone else.

3.5 User Content. The User acknowledges and agrees that Educators Financial Group has the perpetual and irrevocable right to delete any or all of the User Content and the Results, including any Intellectual Property relating thereto, from Educators Financial Group’s servers and from the Software, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to the User or any other party. THE USER UNDERSTANDS AND AGREES THAT Educators Financial Group HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE, IN WHOLE OR IN PART, ANY USER CONTENT, RESULTS OR OTHER CONTENT RELATED TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION, DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON EDUCATORS FINANCIAL GROUP’S SERVERS OR SOFTWARE, AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.

3.6 Representations & Warranties. When the User distributes or submits the User Content on or through the Software, the User represents and warrants: (1) that the User owns or otherwise controls all of the rights, including moral rights and Intellectual Property rights, to the User Content; (2) that the User can grant or has obtained all rights and consents that are necessary for the User to grant any rights and licences described in this Agreement and relating to the User Content to Educators Financial Group, including the Content Licence; (3) that the User Content is accurate and is original to the User and that no other party has any rights thereto; (4) that any and all access, use, submission, modification, transmission, creation of derivative works, adaptation, translation, hosting, bundling, arrangement, distribution and full exploitation of the User Content will not infringe the rights of any third party and will not otherwise cause injury to any person or entity; and (5) that the User will immediately notify Educators Financial Group of any User Content that does not comply with this Agreement or may infringe the rights of a third party or third parties.

4. INTELLECTUAL PROPERTY

4.1 Ownership. The parties agree that (as between the parties):

(a) Educators Financial Group is the sole and exclusive owner of and shall own all right, title and interest in the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto. The User shall maintain the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto, in confidence, except as otherwise stated in this Agreement. The Software and the Results, and all Intellectual Property relating thereto, shall be treated as the Confidential Information of Educators Financial Group (as between the parties).

(b) The User is the sole and exclusive owner of and shall own all right, title and interest in the User Content.

(c) This Agreement shall not be construed as granting or conferring any ownership, security right, title, rights or licences to use or modify in any manner the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto, except for the Licence.

(d) The User agrees and covenants not to assign or grant a sublicence for this Agreement or any rights or licences obtained pursuant to it. The User has no right to grant sublicences.

(e) Feedback Ownership. If the User provides Feedback to Educators Financial Group about the Services or any product, Educators Financial Group is not obligated to treat that Feedback as confidential, and nothing in this Agreement will restrict its right to use, or require it to use, that Feedback, which it may do without compensating or crediting the User, so long as the Feedback (i) is deidentified and incapable of reidentification of the User, and (ii) does not attribute the Feedback to the User.

4.2 Assignment of IP. The parties agree that:

(a) The User assigns and transfers and/or shall cause the assignment and transfer over to Educators Financial Group of any right, title and interest, worldwide, it may have or may in the future acquire in and to the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto, without any remuneration. The User agrees, at the request of Educators Financial Group, to do or to cause all lawful acts to secure and protect Educators Financial Group’s rights and interests in the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto, without any compensation, and the User agrees, when requested by Educators Financial Group, to execute, acknowledge and deliver to Educators Financial Group, without compensation, any and all instruments, assignments, waivers and documents relating thereto.

4.3 Waiver. The parties agree that:

The User waives any rights which the User may have in the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto, including moral rights in the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto.

4.4 IP Notices.  The User shall ensure that all proprietary notices, trademark notices, copyright notices and disclaimers of Educators Financial Group, its suppliers or its licensors, as the case may be, on the Software and the Results, as provided to the User by Educators Financial Group, are in place and left intact at all times, and are placed in such location or locations as Educators Financial Group may reasonably advise.

5. CONFIDENTIALITY

5.1 Confidentiality. The parties acknowledge that it shall be necessary for Educators Financial Group to disclose or make available to the User the Confidential Information. The Confidential Information shall remain the sole exclusive property of Educators Financial Group. Both during and after the termination or expiration of this Agreement, the User:

(a) covenants to keep the Confidential Information strictly confidential;

(b) shall make no further use of the Confidential Information upon the return or the destruction of the Confidential Information;

(c) shall not nor will it assist any other person, directly or indirectly, at any time, to (1) use for itself or others, or divulge to others, the Confidential Information; nor (2) use, publish or sell for its own purposes or for any purpose, other than to carry out its obligations under this Agreement, the Confidential Information;

(d) shall take all steps and do all things necessary to preserve the value, confidential nature and proprietary nature of the Confidential Information;

(e) shall immediately notify Educators Financial Group of any use, disclosure, transfer or transmission of the Confidential Information or any part thereof which is not in accordance with the terms of this Agreement;

(f) acknowledges and agrees that, save and except for the purpose of discharging its obligations pursuant to this Agreement and save and except as provided for in this Agreement, it has no right whatsoever to any of the Confidential Information; and

(g) shall take all reasonable steps to prevent the accidental or intentional disclosure of the Confidential Information to third parties and shall comply with any reasonable request of Educators Financial Group with regard to the safeguarding of the Confidential Information.

5.2 Exclusions. Information shall not be considered to be Confidential Information if it:

(a) becomes publicly available through no fault of the recipient;

(b) at the time communicated by the disclosing party as Confidential Information, was already in the possession of the recipient;

(c) is lawfully received from a third party having the right to disclose the Confidential Information without restriction; or

(d) has been independently developed without access to or use of any Confidential Information.

5.3 Requirements. If the User becomes compelled to disclose any Confidential Information pursuant to law, regulation or a lawful order or process (collectively, the “Requirements”), the User shall provide Educators Financial Group with prompt notice of any such Requirement and shall cooperate with Educators Financial Group in seeking to obtain any protective order or other arrangement pursuant to which the Confidential Information is reserved. If such an order or arrangement is not obtained, the User shall disclose only that portion of the Confidential Information as is required pursuant to such Requirement. Any such required disclosure shall not, in and of itself, change the status of the disclosed information as Confidential Information under the terms of this Agreement.

6. INFRINGEMENT

6.1 Infringement. The parties agree that:

(a) The User shall promptly notify Educators Financial Group in writing of any conflicting use, act of infringement or appropriation that comes to their attention regarding the Software, the Results, the Confidential Information and/or the User Content, and all Intellectual Property relating thereto, and shall provide any evidence relating to same which is reasonably available.

(b) In such cases where it is alleged that a third party is infringing the Intellectual Property rights of Educators Financial Group, Educators Financial Group shall have the sole right, but not the obligation,  (i) to bring an action for infringement against the alleged infringer or to take steps as it may deem necessary in order to terminate such conflict, infringement or appropriation; or (ii) to investigate, defend, litigate and settle any such complaint. Educators Financial Group may in its sole discretion settle any action or complaint as it sees fit. Any damages or sums recovered by Educators Financial Group in such action or complaint or any settlement thereof shall be retained by Educators Financial Group. The User shall not at any time settle any such action or complaint without first obtaining the written consent of Educators Financial Group.

(c) The User shall cooperate fully with and assist Educators Financial Group to the fullest extent possible on any such action or step and in the event of any such complaint and execute such documents and do such other acts and things as in the opinion of Educators Financial Group may be necessary, including to testify when requested by Educators Financial Group, and to make available any records, papers, information, specimens, and the like.

7. LIMITATIONS AND DISCLAIMERS

7.1 Disclaimers & Limitation of Liability. The parties agree that:

(a) THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE USER, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MIGHT NOT APPLY TO THE USER, AND THE USER MIGHT HAVE ADDITIONAL RIGHTS.

(B) THE USER AGREES THAT THE SOFTWARE, THE RESULTS AND THE CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, ARE PROVIDED BY EDUCATORS FINANCIAL GROUP ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE USER FURTHER AGREES THAT THE USER’S ACCESS AND USE OF THE SOFTWARE, THE RESULTS AND THE CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, SHALL BE AT THE USER’S SOLE RISK. 

(C) TO THE FULLEST EXTENT PERMITTED BY LAW, EDUCATORS FINANCIAL GROUP DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTEES AND/OR REPRESENTATIONS, EXPRESS, STATUTORY IMPLIED OR ARISING BY CUSTOM, COURSE OF DEALING OR TRADE USAGE, IN CONNECTION WITH THE SOFTWARE, THE RESULTS, THE USER CONTENT AND THE CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, AND THE USER’S ACCESS TO AND USE THEREOF, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY, CONDITION, GUARANTEE AND/OR REPRESENTATION OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE, QUALITY, NON-INFRINGEMENT, SECURITY, ACCURACY, COMPLETENESS, SUITABILITY OR ANY IMPLIED WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 

(D) EDUCATORS FINANCIAL GROUP MAKES NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS ABOUT THE TRUTHFULNESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THE SOFTWARE, THE RESULTS, THE USER CONTENT AND CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, OR THE AVAILABILITY, QUALITY, CHARACTERISTICS, LEGITIMACY, FUNCTIONALITY, SECURITY OR SAFETY OF ANY OF THE SOFTWARE, THE RESULTS, THE USER CONTENT AND CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, AND EDUCATORS FINANCIAL GROUP ASSUMES NO LIABILITY OR RESPONSIBILITY THEREOF. 

(E) EDUCATORS FINANCIAL GROUP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE USER’S ACCESS TO AND USE OF THE SOFTWARE, THE RESULTS AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO; (B) ANY UNAUTHORIZED ACCESS TO AND USE OF EDUCATORS FINANCIAL GROUP’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE OR THE RESULTS; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE AND/OR THE RESULTS BY ANY THIRD PARTY; AND/OR (E) ANY ERRORS OR OMISSIONS CONTAINED IN THE SOFTWARE, THE RESULTS, THE USER CONTENT AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, AND/OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE ACCESS TO OR USE OF THE SOFTWARE, THE RESULTS, THE USER CONTENT AND/OR CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO.

(F) IN NO EVENT SHALL EDUCATORS FINANCIAL GROUP BE LIABLE TO THE USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO (I) THE SOFTWARE, THE RESULTS, THE USER CONTENT AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, AND (2) THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS, BUSINESS INTERRUPTION, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION AND/OR GOODWILL, ANTICIPATED OR OTHERWISE, AND/OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY EDUCATORS FINANCIAL GROUP OR ANY PERSON FOR WHOM EDUCATORS FINANCIAL GROUP IS RESPONSIBLE, AND EVEN IF EDUCATORS FINANCIAL GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED. IN THOSE JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, THE LIABILITY OF EDUCATORS FINANCIAL GROUP SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

(G) THE USER HAS SOLE RESPONSIBILITY FOR ANY DECISIONS THE USER MAKES BASED ON INFORMATION CONTAINED IN THE SOFTWARE, THE RESULTS, THE USER CONTENT AND/OR THE CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO.

(H) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE USER ACKNOWLEDGES AND AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH EDUCATORS FINANCIAL GROUP IS TO STOP USING THE SOFTWARE AND THE RESULTS.

(I) EDUCATORS FINANCIAL GROUP WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THE USER OR ANY THIRD PARTY MAY SUFFER AS A RESULT OF THE TRANSMISSION, STORAGE OR RECEIPT OF THE RESULTS AND CONFIDENTIAL OR PROPRIETARY INFORMATION THAT THE USER MAKES OR THAT THE USER EXPRESSLY OR IMPLICITLY AUTHORIZES EDUCATORS FINANCIAL GROUP TO MAKE, OR FOR ANY ERRORS OR ANY CHANGES MADE TO ANY TRANSMITTED, STORED OR RECEIVED INFORMATION OR RESULTS.

(J) EDUCATORS FINANCIAL GROUP’S TOTAL AGGREGATE LIABILITY TO THE USER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES THE USER PAID TO EDUCATORS FINANCIAL GROUP; AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE USER.

(K) IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY THE USER FROM EDUCATORS FINANCIAL GROUP SHALL CREATE ANY WARRANTY. 

(L) THE USER AND EDUCATORS FINANCIAL GROUP AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SOFTWARE, THE RESULTS, THE USER CONTENT AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, OR THIS AGREEMENT, MUST COMMENCE AND BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

(M) HYPERLINKS. THE SITE MAY CONTAIN LINKS TO OTHER SITES. THESE LINKS ARE PROVIDED AS REFERENCES TO HELP THE USER IDENTIFY AND LOCATE OTHER INTERNET RESOURCES THAT MAY BE OF INTEREST. THESE OTHER SITES WERE INDEPENDENTLY DEVELOPED BY PARTIES OTHER THAN EDUCATORS FINANCIAL GROUP, AND EDUCATORS FINANCIAL GROUP DOES NOT ASSUME RESPONSIBILITY FOR THE ACCURACY OR APPROPRIATENESS OF THE INFORMATION CONTAINED AT SUCH SITES. IN PROVIDING LINKS TO OTHER SITES, EDUCATORS FINANCIAL GROUP IS IN NO WAY ACTING AS A PUBLISHER OR DISSEMINATOR OF THE MATERIAL CONTAINED ON THOSE OTHER SITES AND DOES NOT SEEK TO CONTROL THE CONTENT OF, OR MAINTAIN ANY TYPE OF EDITORIAL CONTROL OVER, SUCH SITES. A LINK TO ANOTHER SITE SHOULD NOT BE CONSTRUED TO MEAN THAT EDUCATORS FINANCIAL GROUP IS AFFILIATED OR ASSOCIATED WITH, OR IS LEGALLY AUTHORIZED TO USE ANY TRADEMARK, TRADE NAME, LOGO OR COPYRIGHTED SYMBOL THAT MAY BE REFLECTED IN THE LINK OR THE DESCRIPTION OF THE LINK TO SUCH OTHER SITES.

THE MENTION OF ANOTHER PARTY OR ITS PRODUCT OR SERVICE ON THE SITE SHOULD NOT BE CONSTRUED AS AN ENDORSEMENT, ADOPTION OR SPONSORSHIP OF THAT PARTY OR ITS PRODUCT OR SERVICE. THE USER SHOULD MAKE AN INDEPENDENT INVESTIGATION AND EVALUATION BEFORE ACQUIRING, USING OR RELYING UPON ANY SUCH PRODUCTS OR SERVICES. ANY TRANSACTIONS THAT TAKE PLACE BETWEEN THE USER AND ANY THIRD PARTY OFFERING PRODUCTS OR SERVICES ON THE SITE ARE DIRECTLY WITH SUCH THIRD PARTY AND EDUCATORS FINANCIAL GROUP WILL NOT BE HELD RESPONSIBLE FOR ANY LOSS OR DAMAGE YOU MAY INCUR AS A CONSEQUENCE THEREOF.

EDUCATORS FINANCIAL GROUP IS NOT RESPONSIBLE FOR THE PRIVACY PRACTICES AND POLICIES AND THE LEGAL LIABILITIES OF OTHER SITES TO WHICH THIS SITE MAY PROVIDE A LINK. THE USER USES ALL SUCH LINKS AT YOUR OWN RISK.

(N) THIRD-PARTY SOFTWARE. THE SERVICES INCORPORATE CERTAIN FUNCTIONALITIES PROVIDED BY THIRD-PARTY SERVICE PROVIDERS (“THIRD PARTY SOFTWARE”).  WHILE EDUCATORS FINANCIAL GROUP FACILITATES ACCESS TO THIS FUNCTIONALITY AS PART OF THE SERVICES, EDUCATORS FINANCIAL GROUP DOES NOT HAVE CONTROL OVER THE PERFORMANCE, AVAILABILITY, OR ACCURACY OF SUCH THIRD PARTY SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT:

1. EDUCATORS FINANCIAL GROUP RELIES ON THIRD PARTY SOFTWARE PROVIDERS TO PROVIDE SUCH THIRD PARTY SOFTWARE AND RELATED FUNCTIONALITIES, AND EDUCATORS FINANCIAL GROUP MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS REGARDING THE OPERATION, QUALITY, OR AVAILABILITY OF SUCH THIRD PARTY SOFTWARE;

2. ANY TECHNICAL ISSUES, INTERRUPTIONS, OR DEFECTS IN THE THIRD PARTY SOFTWARE ARE OUTSIDE EDUCATORS FINANCIAL GROUP’S CONTROL, AND EDUCATORS FINANCIAL GROUP SHALL NOT BE HELD LIABLE FOR ANY LOSS, DAMAGE, OR ISSUES ARISING FROM THE USE OF THE THIRD PARTY SOFTWARE; AND

3. EDUCATORS FINANCIAL GROUP RESERVES THE RIGHT TO CHANGE, REPLACE, OR DISCONTINUE THE USE OF ANY SUCH THIRD PARTY SOFTWARE INTEGRATED INTO THE SERVICES AT ANY TIME, WITH OR WITHOUT NOTICE.

(O) USE OF THIRD-PARTY AI TOOLS. AS PART OF THE SERVICES, EDUCATORS FINANCIAL GROUP MAY INTEGRATE OR UTILIZE ADDITIONAL TOOLS, INCLUDING BUT NOT LIMITED TO AI TECHNOLOGIES, PROVIDED BY THIRD-PARTY VENDORS (“THIRD-PARTY AI TOOLS”). THESE TOOLS ARE INCORPORATED TO ENHANCE AND SUPPORT THE FUNCTIONALITY OF OUR SERVICES. BY USING OUR SERVICES, THE USER ACKNOWLEDGES AND AGREES THAT THE USE OF THIRD-PARTY AI TOOLS IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BY THE RESPECTIVE THIRD-PARTY PROVIDERS (“THIRD-PARTY TERMS”). IT IS THE USER’S RESPONSIBILITY TO REVIEW, UNDERSTAND, AND COMPLY WITH THESE THIRD-PARTY TERMS. THE EDUCATORS FINANCIAL GROUP IS NOT RESPONSIBLE FOR ANY BREACHES OF THESE TERMS BY THE USER OR ANY CONSEQUENCES ARISING FROM SUCH BREACHES. IF ANY THIRD-PARTY AI TOOL REQUIRES SEPARATE CONSENT OR AGREEMENT FROM THE USER, THE USER AGREES TO PROVIDE SUCH CONSENT OR AGREEMENT AS A CONDITION OF USING THE SERVICE.

EDUCATORS FINANCIAL GROUP DOES NOT CONTROL OR ASSUME LIABILITY FOR THE ACCURACY, FUNCTIONALITY, OR AVAILABILITY OF THIRD-PARTY AI TOOLS. EDUCATORS FINANCIAL GROUP ARE ALSO NOT RESPONSIBLE FOR ANY ACTIONS OR OMISSIONS OF THIRD-PARTY PROVIDERS. ANY DISPUTES OR ISSUES ARISING FROM THE USE OF THIRD-PARTY AI TOOLS SHALL BE ADDRESSED IN ACCORDANCE WITH THE THIRD-PARTY TERMS, AND THE USER AGREES TO HOLD EDUCATORS FINANCIAL GROUP HARMLESS IN SUCH MATTERS.

(P) NOT PROFESSIONAL ADVICE; NO SUBSTITUTE FOR YOUR OWN JUDGEMENT. THE SERVICES DO NOT CONSTITUTE ADVICE IN THE AREAS OF LEGAL, ACCOUNTING, INSURANCE OR TAX. IT IS THE USER’S RESPONSIBILITY TO CONSULT WITH THE APPROPRIATE PROFESSIONALS IN THOSE AREAS EITHER INDEPENDENTLY OR IN CONJUNCTION WITH THE SERVICES.

THE SERVICES ARE NOT DESIGNED AS A SUBSTITUTE FOR YOUR OWN JUDGMENT, NOR IS IT MEANT TO ELIMINATE THE NECESSITY OF YOUR PERSONAL REVIEW AND ANALYSIS. THE SERVICES ARE DESIGNED TO SUPPLEMENT YOUR OWN PLANNING AND ANALYSIS TO HELP YOU FULFILL YOUR FINANCIAL OBJECTIVES.

(Q) RESULTS MAY VARY WITH EACH USE AND OVER TIME. THE RESULTS PRESENTED AS PART OF THE SERVICES ARE NOT PREDICTIONS OF ACTUAL RESULTS. ACTUAL RESULTS MAY VARY TO A MATERIAL DEGREE DUE TO EXTERNAL FACTORS BEYOND THE SCOPE AND CONTROL OF EDUCATORS FINANCIAL GROUP. HISTORICAL DATA IS USED TO PRODUCE FUTURE ASSUMPTIONS USED IN THE SERVICES, SUCH AS RATES OF RETURN. PAST PERFORMANCE IS NOT A GUARANTEE OR PREDICTOR OF FUTURE PERFORMANCE. ACTUAL RETURN RATES AND PERFORMANCE MAY VARY TO A SIGNIFICANT DEGREE FROM THAT REPRESENTED IN THE SERVICES.

(R) INVESTMENTS CONSIDERED; RISK OF LOSING ENTIRE INVESTMENT. THE SERVICES DO NOT CONSIDER THE SELECTION OF INDIVIDUAL SECURITIES; THE SERVICES PROVIDE MODEL PORTFOLIOS. THE RESULTS CONTAINED HEREIN DO NOT CONSTITUTE AN ACTUAL OFFER TO BUY, SELL OR RECOMMEND A PARTICULAR INVESTMENT OR PRODUCT. ALL INVESTMENTS ARE INHERENTLY RISKY. THE ASSET CLASSES AND RETURN RATES USED IN THE SERVICES ARE BROAD IN NATURE. THE SERVICES ARE NOT INDICATIVE OF THE FUTURE PERFORMANCE OF ACTUAL INVESTMENTS, WHICH WILL FLUCTUATE OVER TIME AND MAY LOSE VALUE.

THERE ARE RISKS ASSOCIATED WITH INVESTING, INCLUDING THE RISK OF LOSING A PORTION OR ALL OF YOUR INITIAL INVESTMENT. THE RESULTS SHOWN AS PART OF THE SERVICES ARE NOT GUARANTEES OF, OR PROJECTIONS OF FUTURE PERFORMANCE. RESULTS SHOWN ARE HYPOTHETICAL AND FOR ILLUSTRATIVE PURPOSES ONLY. THE SERVICES MAY CONTAIN FORWARD-LOOKING STATEMENTS AND ARE NOT GUARANTEES OF RESULTS. THERE CAN BE NO GUARANTEES THAT THE VIEWS AND OPINIONS EXPRESSED WILL COME TO PASS. HISTORICAL DATA SHOWN REPRESENTS PAST PERFORMANCE AND DOES NOT IMPLY OR GUARANTEE COMPARABLE FUTURE RESULTS.

CURRENT FINANCIAL DATA ASSUMPTIONS USED IN THE SERVICESARE BASED ON INFORMATION PROVIDED AND REVIEWED BY YOU. THOSE ASSUMPTIONS MUST BE RECONSIDERED ON A FREQUENT BASIS TO ENSURE THE RESULTS ARE ADJUSTED ACCORDINGLY. THE SMALLEST OF CHANGES IN THE CURRENT FINANCIAL DATA PROVIDED CAN HAVE A DRAMATIC IMPACT ON THE RESULTS. ANY INACCURATE REPRESENTATION BY YOU OF ANY FACTS OR ASSUMPTIONS USED IN THIS ILLUSTRATION INVALIDATES THE RESULTS.

7.2 Release. The User releases and forever discharges Educators Financial Group from and against any and all demands, causes of action, liability and claims, at law or in equity, of any nature or kind, including, without limitation, that the User, or its successors or assigns, can, has ever had, now or may hereafter have arising out of or connected in any way with the Software, the Results, the User Content and/or the Confidential Information, and all Intellectual Property relating thereto.

7.3 Indemnity. Except if caused by the negligent act or omission of Educators Financial Group, the User shall indemnify and hold harmless Educators Financial Group from and against any and all claims, damages, losses, expenses or liability of any kind whatsoever from third parties relating to:

(a) the User’s breach of any provision, representation, warranty or covenant of this Agreement; or

(b) any loss, injury, death, damage, expense, charge or cost that Educators Financial Group may suffer or incur, whether in respect of injury to persons or damage to its property, end-users, or others in any manner that arises out of, or is attributable to the use or access by the User of the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto, or any other item provided by Educators Financial Group hereunder; or

(c) the User Content and the Results, including any claim in respect of infringement of a third party’s Intellectual Property rights. Educators Financial Group takes no responsibility and assumes no liability for any User Content distributed or submitted by the User or any third party.

8. TERMINATION

8.1 Term. The term of this Agreement will commence on the date of your acceptance of this Agreement and shall remain in effect until terminated as provided in this Agreement or in any transaction agreement between you and us (the “Term”).

8.2 Termination. The parties agree that:

(a) Educators Financial Group shall have the right to terminate this Agreement, at any time and without cause, upon the provision of written notice to the User.

(b) Subject to Section 8.2(a), in the event that a party (the “Defaulting Party”) shall breach any material provision of this Agreement or fail to observe or perform any covenant or obligation applicable to it under this Agreement, the other party (the “Non-Defaulting Party”) has the right to serve written notice on the Defaulting Party of the Non-Defaulting Party’s intent to terminate this Agreement. The notice of intent to terminate shall specify the alleged breach or failure and if within thirty (30) business days of the date of delivery of such notice to the Defaulting Party, the Defaulting Party has not cured all of the defaults, the Non-Defaulting Party may, at its sole discretion, terminate this Agreement. Such termination shall be without prejudice to any other rights or remedies the Non-Defaulting Party may have in respect of such default.

(c) The User agrees to pay any outstanding amounts owing to Educators Financial Group to the effective date of termination of this Agreement. Such termination shall not relieve any of the parties from obligations incurred prior to the date of such termination and shall not relieve the User from any of the obligations which survive any termination for any reason of this Agreement.

(d) If any party becomes insolvent or bankrupt, dissolves or winds up, this Agreement terminates immediately.

(e) Where either party is given a right to terminate hereunder and does not exercise the same, such forbearance shall not be deemed to be a waiver of such party’s right to terminate upon any subsequent or future event by which such party has, or is provided with, the right to terminate this Agreement.

8.3 Return. Upon the expiration or termination of this Agreement, for any reason whatsoever:

(a) The User shall forthwith deliver to Educators Financial Group, without charge, the Confidential Information, and the Results, and all Intellectual Property relating thereto, including all copies, and the User shall certify to Educators Financial Group that no copies of such material have been retained and have been destroyed.

(b) The User shall immediately cease any and all access and use of the Software, the Results, the Confidential Information and any other item provided by Educators Financial Group hereunder, and any Intellectual Property relating thereto, disclosed or provided by Educators Financial Group to the User in any manner whatsoever.

(c) The Licence will cease and terminate. The User’s access and use to the Software and the Results shall be disabled. The Content Licence shall continue.

(d) The User agrees that Educators Financial Group has the right to notify any persons it deems necessary or appropriate as to the termination or expiry of the rights granted hereunder.

9. GENERAL

9.1 Governing Law. This Agreement will be construed and the legal relationships between the parties determined in accordance with the laws of the Province of Ontario and the laws of Canada, without regard to conflicts of laws principles, and the parties expressly attorn to the exclusive jurisdiction of the courts of Ontario for enforcement thereof. Notwithstanding the foregoing, either party may apply to the court to obtain injunctive relief and any other available equitable or legal remedy regarding any matter relating to their confidentiality or proprietary rights. You and Educators Financial Group expressly exclude the UN Convention on Contracts for the International Sale of Goods , as amended, replaced or re-enacted from time to time. You agree to waive any right that you may have to: (i) a trial by jury; and (ii) commence or participate in any class action against Educators Financial Group related to the Software, the Results, the User Content and this Agreement. You also agree to opt out of any class proceedings against Educators Financial Group.

9.2 Arbitration. In the event of any dispute arising between the parties concerning the subject matter of this Agreement, its enforceability or the interpretation thereof (the “Disagreement”):

(a) the parties shall attempt to amicably resolve the Disagreement;

(b) if the Disagreement is not resolved pursuant to Section 9.2(a) within thirty (30) days (or such longer period as may be agreed upon between the parties), the parties shall refer the Disagreement to their respective Chief Executive Officers for resolution, or their nominees, if applicable;

(c) if the Disagreement is not resolved pursuant to Section 9.2(b) within thirty (30) days (or such longer period as may be agreed upon between the parties), a mediator shall be appointed by the parties who shall assist the parties in resolving the Disagreement;

(d) if the Disagreement is not resolved under Section 9.2(c) within thirty (30) days (or such longer period as may be agreed upon between the parties), any party may refer the Disagreement to be resolved by arbitration conducted as follows:

(i) any party may require arbitration by giving written notice to arbitrate to the other parties, which written notice shall identify the nature of the Disagreement;

(ii) if the parties are able to agree upon a single arbitrator, the arbitration shall be conducted before the single arbitrator;

(iii) if the parties have been unable to agree upon the selection of a single arbitrator within two (2) weeks after receipt of the notice requiring arbitration, such arbitrator shall be appointed by a Judge of the Province of Ontario upon the application of any of the parties, and a Judge of the Province of Ontario shall be entitled to act as such arbitrator, if he or she so desires;

(iv) the arbitrator shall, as soon as reasonably possible, proceed to hear and determine the Disagreement. The parties agree that it is important that all Disagreements be resolved promptly and the parties, therefore, agree that the arbitration shall be required to be conducted expeditiously and that the final disposition shall be accomplished within three (3) weeks or as soon thereafter as reasonably possible. The parties shall ensure that the arbitrator upon accepting the nomination shall agree that the arbitrator has time available for the timely handling of the arbitration in order to reasonably expect to achieve final disposition within three (3) weeks;

(v) the decision of the arbitrator shall be rendered in writing, with reasons, and shall be promptly served upon all parties. The decision of the arbitrator shall be binding upon the parties;

(vi) in the event of the death, resignation, incapacity, neglect or refusal to act of an arbitrator, and if the neglect or refusal continues for a period of five (5) days after notice in writing of such has been given by any party, another arbitrator shall be nominated or appointed, as described above, to replace the arbitrator;

(vii) the cost of the arbitration shall be in the discretion of the arbitrator, and shall be borne by each party in accordance with the decision of the arbitrator; and

(viii) except as to matters otherwise provided herein, the arbitration shall be conducted in accordance with The Arbitration Act (Ontario) or any successor legislation then in force. The place of arbitration shall be Toronto, Ontario. The language to be used in the arbitration proceedings shall be English.

This Section shall not prevent a party hereto from applying to a court of competent jurisdiction for interim protection such as, by way of example, an interim injunction.

9.3 General. All rights and remedies of each party under this Agreement are cumulative and may be exercised at any time and from time to time, independently or in combination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of any other provision of this Agreement. No party shall be bound by any waiver of any provision of this Agreement unless such waiver is consented to in writing by that party. No waiver of any provision in this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise provided. Time shall be of the essence herein. The User and Educators Financial Group are independent contractors. No agency relationship or partnership exists between them, and neither of them has the right to enter into a contract on behalf of or as an agent or representative of the other. The parties shall execute and deliver, or cause to be executed and delivered, upon written request, any and all further documents and do all acts and things or cause such acts or things to be performed which may be necessary or desirable to give effect to the terms of this Agreement. The parties acknowledge that this Agreement and any existing transaction agreements between you and Educators Financial Group, together with any schedules and appendices attached thereto, constitutes the entire agreement between the parties and supersedes all previous representations or agreements, written or oral, between the parties hereto. You consent to the exchange of information and documents between us electronically over the internet or by email. You agree that this electronic agreement shall be equivalent of a written paper agreement between us.

9.4 Notice. Any notice required or authorized under this Agreement to be given by any party to the other parties shall be in writing and may be delivered in person or by courier or sent by prepaid registered mail and addressed to the addresses described on any transaction agreement between you and Educators Financial Group or such other parties or such other addresses as a party shall notify the other parties in writing. Any notice given shall be deemed to be received on the date of delivery by person or by courier, as the case may be, or on the fifth business day following the date of mailing.

9.5 Language of Agreement. The parties hereto confirm that it is their wish that this Agreement, as well as other documents related hereto, including notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté à cette convention de même que tous les documents, y compris tout avis qui s’y rattache, sont rédigés en anglais seulement.

9.6 Other Remedies. Except as expressly provided herein to the contrary, the exercise of a right of termination or any other right or remedy by either party shall be without prejudice to such party’s right, subject to the limitations set forth in this Agreement, to pursue any other right or remedy available hereunder or under applicable law.

9.7 Survival. Any indemnity or any obligation of confidence under this Agreement is independent and survives termination or expiration of this Agreement. All obligations under this Agreement that necessarily extend beyond termination or expiration of this Agreement in order to fully achieve their intended purpose shall survive termination or expiration of this Agreement, including without limiting the generality of the foregoing, all indemnification provisions, intellectual property provisions, confidentiality provisions, licence provisions, representations, warranties, covenants, ownership provisions, disclaimers and limitation of liability provisions.

9.8 Assignment & Enurement. The User may not assign, transfer or encumber this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Educators Financial Group. Any attempted assignment, transfer or encumbrance without the required consent shall be void. The consent of Educators Financial Group to any assignment of this Agreement shall not constitute Educators Financial Group’s consent to a further assignment. Notwithstanding this Section, this Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns.

9.9 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement, or for any loss or damage resulting therefrom, due to acts of God, the public enemy, terrorist activities, riots, fires, and similar causes beyond such party’s control. In the event of such failure or delay, the date of delivery or performance shall be extended for a period not to exceed the time lost by reason of the failure or delay; provided that the party affected by such delay is using commercially reasonable efforts to mitigate or eliminate the cause of such delay or its effects.

9.10 Injunctive Relief. Notwithstanding this Agreement, any breach of the Articles titled “CONFIDENTIALITY”, “INTELLECTUAL PROPERTY”, “LICENCES”, “ACKNOWLEDGEMENTS & COVENANTS”, or “INFRINGEMENT” is a breach of this Agreement that may cause serious and irreparable harm to Educators Financial Group. Any such breach will entitle Educators Financial Group to injunctive relief, in addition to all other legal or equitable remedies that may be available.

9.11 Changes to EULA. Educators Financial Group reserves the right, at its sole discretion, to change, amend, modify, add or remove terms and conditions contained in this Agreement, at any time, without further notice by posting any changes on the Software. Any new terms or conditions will be effective as soon as they are posted. It is your responsibility to check this Agreement and the Software periodically and you are deemed to be aware of such changes. Your continued use of the Software and/or the Results following the posting of such changes will mean that you accept and agree to the changes. If you do not agree to the changes, please stop using the Software and the Results.

9.12 Unsolicited Commercial Electronic Messages. The inclusion of any email addresses on the Software, the Results or within this Agreements does not constitute consent to receiving unsolicited commercial electronic messages or SPAM.

9.13 Contact Us. If you have any questions, concerns or comments, please contact us at:

Educators Financial Group Inc.

Mailing Address: 2225 Sheppard Avenue East, Suite 1105, Toronto, Ontario, M2J 5C2

Telephone No.: 1.800.263.9541

E-mail: info@educatorsfinancialgroup.ca