Date Last Revised: September 13, 2016
The following terms and conditions (the “Agreement”) govern all use of this website (the “Website”) and the products and services available on or at the Website (taken together with the Website, the “Service”). The Service is owned and operated by BrightScope, Inc (“BrightScope”). The Service is offered subject to your (the “User”) acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Website by BrightScope. If you are using BrightScope on behalf of a company or other legal entity, such entity may have a separate agreement with us. In the event of a conflict between this Agreement and such separate agreement, such separate agreement shall control.
BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU DO NOT AGREE, DO NOT USE OR ACCESS THE SERVICE.
BrightScope is a financial information company that brings transparency to opaque markets through independent research and analysis. Delivered through cloud-based software, BrightScope data drives better decision-making for individual investors, corporate plan sponsors, asset managers, broker-dealers, and financial advisors. The BrightScope Rating™, developed in partnership with leading independent 401k fiduciaries, reviews more than 200 unique data inputs per plan and calculates a single numerical score which defines plan quality at the company level. In April 2011, the company launched BrightScope Advisor Pages™, the first comprehensive and publicly available directory of financial advisors designed to help consumers discover information and conduct due diligence on wealth management professionals. BrightScope also markets a suite of data analytics software products to Fortune 1000 companies, asset managers, broker-dealers, financial advisors, and other market participants. Public ratings for nearly 50,000 retirement plans as well as rating definitions, criteria and methodologies, and information on nearly 600,000 financial advisors and nearly 40,000 advisory firms are available for free at www.brightscope.com.
To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from using the Services, or not otherwise prohibited from having a BrightScope account, (3) are not a competitor of BrightScope or are not using the Services for reasons that are in competition with BrightScope; (4) will only maintain one BrightScope account at any given time unless you are maintaining one firm account and one affiliated advisor account; (5) have full power and authority to enter into this Agreement and doing so will not violate any applicable laws or regulations or any other agreement to which you are a party; (6) all registration information you submit is accurate and truthful, and you will maintain the accuracy of such information; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions. BrightScope does not knowingly collect or solicit personal information from anyone under the age of 18 or knowingly allow such persons to register for the Services. If you are under 18, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 18 may provide any personal information to BrightScope or on the Services. In the event that we learn that we have collected personal information from a child under age 18 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 18, please email us at email@example.com.
You agree to: (1) keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users' accounts; (4) refrain from selecting or using as a User ID a name of another person with the intent to impersonate that person; (5) refrain from using as a User ID a name subject to any rights of a person other than you without appropriate authorization; (6) refrain from selling, trading, or otherwise transferring your BrightScope account to another party; and (7) refrain from charging anyone for access to any portion of BrightScope, or any information therein. Further, you are responsible for maintaining the confidentiality of your password and for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. BrightScope reserves the right to refuse registration of or cancel a BrightScope User ID in its discretion. It is your responsibility to keep your BrightScope profile information accurate and up to date. To close your account, please email us at firstname.lastname@example.org.
The Website and its contents are intended solely for the use of Users in accordance with the terms of this Agreement. All materials displayed or performed on the Website (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the "Content") are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. You may use the Content only in accordance with this Agreement, and provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content other than as set forth herein is expressly prohibited without prior written permission from BrightScope or from the copyright holder identified in such Content's copyright notice.
BrightScope provides certain data supplied by third party vendors such as Morningstar Inc. and Lipper Inc. (or derivatives thereof) to users through our Beacon Enterprise Product. This data is clearly identified as such in the user interface. Identified third party vendor data shall include (but is not exclusive to) the following data points provided through the Beacon Enterprise Product for all US-domiciled investments in open end mutual funds and exchange traded funds: (a) investment/fund name; (b) investment/fund management company name; (c) ticker; (d) CUSIP; (e) investment/fund number; (f) investment/fund category name; (g) investment/fund classification code, name, or definition; (h) rank in investment/fund category; (i) rank in investment/fund classification; (j) NAV at latest close; (k) NAV date; (l) as of date; (m) percent rank in category (e.g. YTD, 1-month, 3-month, 1-year, 3-year, 5-year, 10-year, 15-year); (n) total return performance and percentile (e.g. 1 day, 1 week, 4 weeks, YTD, 1 year, 3 years annualized, 5 years annualized, 10 years annualized, since inception annualized); (o) ending period reference date for monthly performance; (p) rolling monthly total return performance since inception; (q) index name; (r) asset allocation date; (s) asset allocation – percent in cash; (t) asset allocation – percent in equities; (u) asset allocation – percent in convertible securities; (v) asset allocation – percent in fixed income securities; and (w) asset allocation – percent in other securities.
As part of our data licenses with such vendors, users must (and you hereby do) agree to the following additional stipulations with respect to such third-party data:
UNDER NO CIRCUMSTANCES WILL BRIGHTSCOPE BE LIABLE IN ANY WAY FOR ANY USER SUBMISSIONS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY INFORMATION OR CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY INFORMATION OR CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
The Website includes areas in which users may post content and information, including without limitation questions and answers, articles, comments, observations, links to news articles, data, text, photos, graphics or other materials, and may include other interactive areas or services in which you or third parties may create, post, share, modify or store information, content, materials or other items on the Website ("Interactive Areas"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree to comply with the Restrictions on Use and Your Warranty. You understand that questions and answers or other postings to the Website are not confidential, so please do not post any information, content, or other material that you do not want other people to see or that should not be made publicly available. Ideas you post and information you share may be seen and used by other Users, and BrightScope cannot guarantee that other Users will not use the ideas and information that you share on BrightScope. Therefore, if you have an idea or information that you would like to keep confidential and/or don't want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to any BrightScope community forum or elsewhere on the Website.
BRIGHTSCOPE IS NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST PUBLICLY ON THE WEBSITE SUCH AS IN ANY BRIGHTSCOPE COMMUNITY FORUM.
Information posted or made available on or through the Website, including without limitation any responses to financial questions posted in the BrightScope Financial Q&A forum, information provided in BrightScope Financial Articles, and any other comments, opinions, recommendations, answers, analysis, references, referrals or financial-related content or information (collectively "Financial Information") is intended for general informational purposes only and is not intended as financial, tax or legal advice, is not intended to be used for trading or investment purposes, and does not create a fiduciary relationship between you and any advisor or other User. Such Financial Information is intended for general informational purposes only and should be used only as a starting point for addressing your financial issues. It is not a substitute for an in-person or telephone consultation with a registered representative or investment adviser registered in your jurisdiction with the expertise to address your specific financial issue, and you should not rely upon such Financial Information.
BrightScope does not select, screen, approve, endorse or limit who can post Financial Information, including those who contribute responses to BrightScope Financial Q&A and BrightScope Financial Articles ("Contributors"). Designation as a Contributor at a particular level is based solely on the number of contributions made and User votes as to helpfulness of such contributions and does not reflect any endorsement or approval by BrightScope. In addition, although we reserve the right to review, remove or edit any content from the site, we do not routinely screen, monitor, or review the content of any such Financial Information. As a result, we have no control over and we do not warrant or guarantee the accuracy, adequacy, applicability, availability, completeness, currency, quality or usefulness of any such Financial Information or the qualifications of those posting Financial Information. By submitting a question to BrightScope Financial Q&A, you acknowledge that BrightScope is not responsible for any response you receive or do not receive, and you agree to hold BrightScope harmless from any loss, harm, injury or damage resulting from or arising out of your submission of the question or your use of or reliance on any response thereto.
BRIGHTSCOPE SHALL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ANY FINANCIAL INFORMATION YOU ENCOUNTER ON OR THROUGH THE WEBSITE, AND ANY USE OR RELIANCE ON FINANCIAL INFORMATION IS SOLELY AT YOUR OWN RISK.
Subject to your compliance with the terms of this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser or mobile device or application, view information and use the Services in accordance with this Agreement. Any other use of the Services in violation of this Agreement is strictly prohibited. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Services and all related items.
If you purchase any services that we offer for a fee, either on a one-time or subscription basis ("Premium Services"), you agree to BrightScope storing your payment card information. You also agree to pay BrightScope the fees indicated for the Premium Services as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the date you cancel your subscription to the Premium Services. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods (unless BrightScope terminates your Agreement for no reason prior to the expiration of last period for which you have paid). Payments will be charged on the day your Premium Service goes into effect and will cover the use of that service for the period indicated. Thereafter, you agree that subsequent payments will continue to be charged to your credit card on a recurring basis until you cancel your service. To close your account, please email us at email@example.com. Unless cancelled by you, Premium Services will automatically renew and applicable fees will be automatically charged to your credit card. BrightScope reserves the right to change its price list and to institute new charges at any time, upon notice to you, which will be sent by email and posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. You also acknowledge that BrightScope's Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Services. You agree to submit any disputes regarding any charge to your account in writing to BrightScope within sixty (60) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge.
For purposes of service messages and notices about the Services to you, notice shall consist of an email from BrightScope to an email address associated with your account. You also agree that BrightScope may communicate with you through your BrightScope account or through other means including email, mobile number, telephone, or delivery services including the US Postal Service about your BrightScope account or services associated with BrightScope. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.
BrightScope obtains certain information from publicly available filings. If you believe that any of the information posted by BrightScope that pertains to you is inaccurate, please contact us at firstname.lastname@example.org. However, the public filing from which we obtain such information may need to be updated in order for the corrected information to be posted on the Website.
You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
You are responsible for all of your activity in connection with the Services. As a condition to using the Services, you shall not, in connection with using the Services:
You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that:
Furthermore, you warrant, represent and agree that you will not contribute any Content that includes:
BrightScope reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if BrightScope is concerned that you may have breached any representation or warranty), or for no reason at all. You, not BrightScope, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to BrightScope and to grant BrightScope the rights to use such information in connection with the Services and as otherwise provided herein.
For as long as BrightScope continues to offer the Services, BrightScope will seek to update, improve and expand the Services. As a result, we allow you to access BrightScope as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. Except as set forth herein, BrightScope reserves the right to change any and all Content contained on the Website and any Services offered at any time without notice. We may modify, replace, refuse access to, suspend or discontinue BrightScope, partially or entirely, in our sole discretion. All of these changes shall be effective upon their posting on our Website or by direct communication to you unless otherwise noted. BrightScope further reserves the right to withhold, remove and or discard any Content available as part of your account, with or without notice if deemed by BrightScope to be contrary to this Agreement. For avoidance of doubt, BrightScope has no obligation to store, maintain or provide you a copy of any Content that you or other Users provide when using the Services.
You are solely responsible for all of your activity in connection with the Services. BrightScope reserves the right, but has no obligation, to monitor disputes between you and other Users and to restrict, suspend, or close your account if BrightScope determines such action is necessary, in our sole discretion. In the event that you have a dispute with one or more other Users, you hereby release BrightScope, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
Reference to any professionals, professional service providers or organizations, educational institutions, associations, organizations, publications, licenses, accreditations, ratings, evaluations, endorsements, reviews, products, services, processes or other information, by name, trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by BrightScope. Any interpretations of the Content available on the Website or through the Services, such as the BrightScope advisor metrics, are subjective in nature and are weighted based on BrightScope's subjective opinions regarding the relative importance of various attributes and should not be relied on as statements of fact or an endorsement, recommendation, or criticism as to the quality of a particular advisor or firm. Any such interpretations are subject to change without notice.
While BrightScope endeavors to provide and to allow others to provide useful information regarding financial professionals and financial services, you acknowledge that such information is reliant upon third party data and contributions, that there are certain inherent limitations to the accuracy or currency of such information, that professional and other information may be incomplete or may contain inaccuracies (including without limitation any interpretations and reviews of such information and User Submissions and Financial Information), and that information on the Website may be outdated or contain errors, omissions or misinterpretations of information. You further acknowledge that the information contained in a financial professional's profile, such as descriptions of a financial professional's areas of practice or specialization (including percentages devoted to each), and other data, summaries or descriptions on the Website, are based on the data obtained by or submitted to BrightScope, which may be incomplete or inaccurate, and may rely on automated interpretations of the information gathered by or submitted to BrightScope.
BrightScope has no special relationship with or fiduciary duty to you. You acknowledge that BrightScope has no control over, and no duty to take any action regarding: which users gains access to the Services; what Content you accesses via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release BrightScope from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. BrightScope makes no representations concerning any content contained in or accessed through the Services, and BrightScope will not be responsible or liable for the accuracy, completeness, copyright compliance, legality or decency of material contained in or accessed through the Services.
To the extent you use the Services gather information on any financial advisor, the Services are intended only as a starting point to gather information about a financial advisor who may be suitable for your financial needs and to understand differences between financial advisors, but you should not rely solely on such information in deciding whether to hire any given professional. You should independently verify the accuracy of any information you obtain on the Website before using it, and you should obtain independent references for any professionals you are considering hiring. Your personal financial situation is unique, and any information obtained through the Services may not be appropriate for your situation. Accordingly, before making any decisions or implementing any financial/retirement strategy, you should obtain additional information and advice from your accountant or other financial advisors who are fully aware of your individual circumstances. You agree to be solely responsible for your use of the Website, the Content, and the Services and for determining the suitability of, and the results obtained from, any professional you hire.
THE SERVICES, CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NEITHER BRIGHTSCOPE NOR THE SERVICES ARE INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. BRIGHTSCOPE IS NOT A FINANCIAL PLANNER, INVESTMENT ADVISER, FIDUCIARY UNDER ERISA, REGISTERED REPRESENTATIVE OR TAX ADVISOR. WHILE BRIGHTSCOPE ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE WEBSITE SAFE, BRIGHTSCOPE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES, SPYWARE, MALWARE, AND OTHER HARMFUL OR OTHERWISE UNDESIRABLE COMPONENTS FROM ANY DOWNLOAD.
You will indemnify and hold BrightScope, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, your disputes with other services users, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
IN NO EVENT SHALL BRIGHTSCOPE OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THREE TIMES THE MOST RECENT MONTHLY FEE THAT YOU PAID FOR A PREMIUM SERVICE OR ONE HUNDRED DOLLARS ($100.00); (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND BRIGHTSCOPE'S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
It is solely the responsibility of professionals to ensure that any information or advertisements they post or place on the Website, and any communications they may have with prospective clients through the Website and the Services, fully comply with all applicable laws and rules of professional conduct, including those concerning the form, manner or content of communications with clients, advertising, or other matters.
You may terminate this Agreement, for any or no reason, at any time, by providing notice to BrightScope. This notice will be effective upon BrightScope processing your notice. BrightScope may terminate the Agreement for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. If you have subscribed to Premium Services and BrightScope has terminated this Agreement with respect to you for no reason prior to the expiration of last period for which you have paid, BrightScope shall refund the pro-rata portion of any fees you have paid in advance. For avoidance of doubt, only BrightScope or the party paying for the Services may terminate your access to any Premium Services. Premium Service subscriptions may be terminated by BrightScope if your payment method fails and your account is past due for 10 days. Termination of your BrightScope account includes disabling your access to BrightScope and may also bar you from any future use of BrightScope.
BrightScope may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes any fraudulent, abusive, or otherwise illegal activity, activity that breaches any of the terms or conditions of this Agreement, commercial use of the Services without BrightScope's authorization, infringement of any intellectual property rights, or any other behavior that BrightScope, in its sole discretion, deems contrary to its purpose.
Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. In addition, BrightScope may block access to the Services from an IP address or range of IP addresses associated with those of terminated Users. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
BrightScope has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of BrightScope's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this Section. It is BrightScope's policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.
If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
It is BrightScope's policy:
If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:
If a counter-notice is received by the Designated Agent, BrightScope may send a copy of the counter-notice to the original complaining party informing that person that BrightScope may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 business days or more after receipt of the counter-notice, at BrightScope's discretion. Please contact BrightScope's Designated Agent to Receive Notification of Claimed Infringement at the following address: Designated Agent to Receive Notification of Claimed Infringement: General Counsel BrightScope, Inc. P.O. Box 910776 San Diego, CA 92191 USA, email@example.com.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Diego County, California, using the English language in accordance with the Expedited Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving disputes involving broker-dealers, investment advisors, data privacy and securities regulations, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of California.
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
In addition to Section 5.B. ("Notices and Service Messages"), we may notify you via postings on www.brightscope.com. You may contact us via email at: firstname.lastname@example.org Or via mail or courier at: BrightScope, Inc. ATTN: Legal Department P.O. Box 910776 San Diego, CA 92191 USA Additionally, BrightScope accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other BrightScope services, third-party content or third party software. This Agreement does not alter in any way the terms or conditions of any separate agreement you may have with BrightScope or its affiliates, for products, services or otherwise.
We reserve the right to modify the terms of the Agreement at any time, effective upon posting at a notice on the Website or notifying you via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. If you do not agree to the modifications to the Agreement, you can terminate the Agreement at any time per Section 13 (Termination). Your continued use of the Services following the notification of such modifications will constitute your acceptance of the terms and conditions of this Agreement, as modified. If you do not agree to the amended terms, you must stop using the Services.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.
BrightScope shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond BrightScope's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
This Agreement is not assignable, transferable or sublicensable by you except with BrightScope's prior written consent, and any attempt to do so shall be null and void. BrightScope may transfer, assign or delegate this Agreement and its rights and obligations without consent.
No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind BrightScope in any respect whatsoever.
If you have not already registered with BrightScope, please click here. If you have any question regarding the use of the Website, please refer first to the FAQ. All other questions or comments about the content of the Website or about the Services should be directed to email@example.com..