Terms of Use

effective February 14, 2020

1. ACCEPTANCE OF TERMS

Welcome and thank you for your interest in Strad, operated by Dow Software, LLC (“we, “us” or “our”).

Strad is an innovative software platform designed to facilitate effective tracking and management of financial, legal, business and household matters and coordination among financial advisors, attorneys, insurance advisors, real estate advisors, tax advisors, other advisors and their clients.

By clicking an account registration submission or similar button, or by otherwise registering for, accessing or using our websites (including privatefamilyoffice.com, wealthorchestrated.com, stradprofessional.com) or any websites that are operated by third parties (such as our business partners) who are authorized to allow you access to our Apps (the “Sites”), software applications, including cloud-based and mobile applications (the “Apps”) or features, functionalities and services provided through the Sites and Apps (collectively, together with the Sites and Apps, the “Platform” or “Strad”), or accessing any content provided through the Platform, you agree to enter into a legally binding contract with Dow Software, LLC comprised of these terms of use, including any modifications made from time to time (the “Terms of Use”). By accessing or using the Platform on behalf of an entity, such as in your capacity as an owner, employee, agent or representative of such entity, you represent that you have the authority to bind that entity to these Terms of Use. If you (including any entity on whose behalf you are acting) do not agree to be bound by the Terms of Use, do not click any account registration submission or similar button or otherwise register for, access or use the Platform.

Please read these Terms of Use and our Privacy Policy carefully, including with respect to the following points:

BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
THE ARBITRATION AGREEMENT SET FORTH IN SECTION 11 BELOW REQUIRES YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, AND NOT BY A JURY TRIAL.
NEITHER WE NOR THE PLATFORM ARE INTENDED TO PROVIDE LEGAL, TAX, FINANCIAL, OR OTHER ADVICE. WE ARE NOT SERVING AS YOUR FINANCIAL PLANNER, BROKER OR TAX ADVISOR, AND WE ARE NOT REPSONSIBLE FOR ADVICE THAT YOU RECEIVE FROM YOUR ADVISORS OR GIVE TO YOUR CLIENTS VIA THE PLATFORM.

We may amend the Terms of Use by posting the amended version via the Platform. You agree that the foregoing will constitute sufficient and effective notice. By continuing to use the Platform more than 30 days after we post an amended version, you confirm your acceptance of the Terms of Use as amended. If you do not agree with any of the changes, you must immediately delete your account as provided within the Strad Platform and stop using the Platform, and your license to use the Platform will immediately terminate.

2. GENERAL INFORMATION

2.1 Registered Users, Advisors, Clients, and Visitors

Our registered users (“Registered Users”) include both professional advisors (“Advisors”) – including financial advisors, attorneys, insurance advisors, real estate advisors and tax advisors – and those Advisors’ clients (“Clients”). Some functionality and content is also accessible by users who have not yet registered (“Visitors”). Except for specific references to Registered Users, Advisors, Clients or Visitors, these Terms of Use apply equally to Registered Users (including Advisors and Clients) and Visitors (“you” or “your”).

2.2 Illustrative List of Features

Below is an illustrative list of features included within the Platform, though this list is not meant to be exhaustive and may change over time in our discretion:

Account aggregation: We offer financial account aggregation, where we, acting as your authorized agent, will retrieve your financial account information, such as your account balances, transactions and holdings from financial institutions you or your agent designates. Financial account aggregation is an optional service you may utilize by providing financial account credentials, allowing us to connect with third-party financial institutions to present financial information via our Platform.
Manual information submission: We offer tools that allow you to manually enter financial and other business and household information.
Information visualization: Your financial and other business and household information collected through account aggregation or manual information submission (“User Data”) is used to display your consolidated financial picture and other visualizations. Visualizations include charts, tables, summaries and detailed transactional data and other records.
Recordkeeping: We offer tools that enable recordkeeping, such as note-taking and note-tracking tools.

2.3 Clients’ Advisors and Other Approved Viewers

If you are a Client, we may make your User Data available to other Registered Users whom you authorize to access your data (“Approved Viewers”), including your Advisors and other members of your business or household. You must provide us with any consents and authorizations we may request prior to or otherwise in connection with enabling such access and with any confirmations we may request prior to or otherwise in connection with revoking such access. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF YOUR APPROVED VIEWERS, INCLUDING IN RELATION TO YOUR USER DATA. You may wish to enter into and maintain agreements with each of your Approved Viewers, including terms governing your Approved Viewers’ maintenance of the confidentiality, privacy and security of your User Data. If you are an Approved Viewer, you must obtain, before you submit to or otherwise use via the Platform any User Data of the Client, any necessary consents and authorizations from the Client.

2.4 User Administrators

We may, in our sole discretion, grant certain Advisors (“User Administrators”) the revocable authority to create Platform accounts on behalf of their Clients or on behalf of other Advisors within the User Administrator’s firm (“Authorized Users”). Such User Administrators are fully responsible for any acts or omissions of their Authorized Users relating to the Platform, and shall comply with any terms and conditions we establish in connection with their authority as User Administrators, including, but not limited to, that the User Administrator must:

Ensure that only current Clients, employees or agents of the User Administrator or their firm are granted access to the Platform by verifying eligibility before creating an Authorized User account.
Review all Authorized User accounts every three (3) months to verify continuing need to access the Platform.
Supervise Authorized Users’ compliance with these Terms of Use.
Maintain a list of all current and former Authorized Users and make it available to us at our request.

3. OUR PLATFORM

3.1 Your Right to Use Our Platform

As long as you comply with these Terms of Use, we grant you a non-exclusive, limited, revocable, personal, non-transferable license to use the Platform, and to download and use any App on your mobile device in object code form, solely in connection with the tracking and management of your or your clients’ financial, legal, business and household matters (“Permitted Uses”). Except as expressly stated herein, these Terms of Use do not provide you with a license to use, reproduce, distribute, display or provide access to any portion of the Platform on third-party websites or otherwise.

To use any App, you must have a compatible mobile device. We do not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider for using an App. You agree that you are solely responsible for any applicable charges. We may update any App and may automatically electronically update the version of any App that you have installed on a mobile device. You consent to all automatic upgrades, and understand that these Terms of Use will apply to all updated versions of an App. Any third-party open source software included in an App is subject to the applicable open source license and may be available directly from the creator under an open source license. These Terms of Use do not apply to your use of software obtained from a third-party source under an open source license.

Subject to the restrictions set forth in these Terms of Use, you may view, copy, save, print, fax and email information from the Platform only as necessary for Permitted Uses.

3.2 Interruption and Discontinuance of Access to the Platform

We reserve the right to restrict, suspend or terminate your access to the Platform for any reason, including if we believe that you may be in breach of these Terms of Use or applicable law or are otherwise misusing the Platform.

We may change or discontinue all or any part of our Platform. We do not promise to store or keep showing any User Data. Strad is not an information storage or backup service, although we may from time to time provide features and functionalities that allow you to log certain information. Except to the extent accomplished through such features and functionalities, you agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide.

Your access to and use of the Platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Platform or other actions that we, in our sole discretion, may elect to take. In no event will we be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.

Your sole and exclusive remedy for any failure or non-performance of the Platform, including any associated software or other materials supplied in connection with the Platform, shall be for us to use commercially reasonable efforts to effectuate an adjustment or repair.

3.3 Notices and Messages

You agree we may provide notices and messages to you, either within the Platform or sent to contact information you provide us. You agree to keep your contact information up to date. Please review your settings to control and limit messages you receive from us.

You understand and agree that any alerts provided to you through the Platform may be delayed or prevented by a variety of factors. We may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. We shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

3.4 Third-Party Account Information, Content, Sites and Apps

Registered Users or their authorized parties may direct us to retrieve their own information maintained online by third parties with whom they have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). We work with one or more online service providers to access this Account Information. We do not review the Account Information for accuracy, legality or non-infringement. We are not responsible for the Account Information or products and services offered via third-party sites.

We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Platform, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Platform, in the manner prescribed in the associated instructions.

You understand that by using the Platform you may be exposed to content that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. We generally do not review content provided by our Registered Users or others. You agree that we are not responsible for others’ (including other Registered Users’) content. We cannot always prevent misuse of our Platform, and you agree that we are not responsible for any such misuse. For additional terms concerning such content, please see the “User Content” section below.

You are responsible for deciding if you want to access or use third-party sites or apps that link from our Platform. Third-party sites and apps have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Except to the limited extent it may be required by applicable law, we are not responsible for these other sites and apps – use these at your own risk.

3.5 Our Intellectual Property Rights

We reserve all of our intellectual property rights in the Platform and any materials (including source code, data, images and other content) contained in the Platform. Using the Platform does not give you any ownership in our Platform or any content or information made available through our Platform. Trademarks and logos used in connection with the Platform are the property of their respective owners. Nothing contained in the Platform shall be construed as granting any license or other rights to any copyright, trademark, patent or other property of Dow Software, LLC or any third party.

4. YOUR ADDITIONAL OBLIGATIONS TO US

4.1 Who Can Use Strad

You must not use Strad if:

You are under 18 years old (or, if applicable law requires that you must be older than 18 years older in order to enter into a binding agreement, then the minimum age applicable to you is such older age).
We previously disabled your account for violations of our terms or policies.
You are prohibited from using our Platform under applicable laws.

By agreeing to these Terms of Use, you represent and warrant that you are not in violation of any of these eligibility requirements.

4.2 Your Account

To access most features of the Platform, you will be required to register for an account. You are responsible for all actions taken via your account, and you represent that you are a legal owner of, and that you are authorized to provide us with, all User Data and other information necessary to facilitate your use of the Platform.

When you register for an account, you may be required to provide us with some information about yourself, such as email address or other contact information, and to establish a username and password (“Credentials”). You authorize us to make any inquiries we consider necessary to validate your identity.

You agree and understand that you are responsible for maintaining the confidentiality of your Credentials. If you become aware of or suspect any unauthorized use of your account or unauthorized access to your Credentials, you must notify us immediately.

4.3 Fees

To access some features of the Platform, you may be required to pay fees. All fees are in U.S. dollars and are non-refundable. If we change the fees for all or part of the Platform, including by adding fees or charges, we will provide you advance notice of those changes. If you do not accept the changes, we may discontinue providing the applicable part of the Platform to you. Our authorized third-party payment processor will charge the payment method you specified at the time of purchase. You authorize us to charge all fees as described in these Terms of Use for the Platform you select to that payment method. If you pay any fees with a credit card, we may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

The Platform may include features that allow for automatically recurring payments for periodic charges (“Subscription Service”). If you decide to activate a Subscription Service, you authorize us to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic subscription fee to your account. We will bill the periodic subscription fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). We may change the subscription fee for any subsequent subscription period but will provide you advance notice of any increase before it applies. You may cancel a Subscription Service by contacting us at using the contact information provided at the end of the Terms of Use, or through your settings page for the paid feature.

4.4 User Content

Certain portions of the Platform may allow users of the Platform to post, upload or otherwise provide us and others with access to images, data, text and other content (“User Content”). You are solely responsible for all User Content made available through your account on the Platform or that you otherwise make available through the Platform. For all User Content, you represent and warrant that you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions (including all permissions required under applicable privacy and intellectual property law) to authorize us and other users to access and use your User Content as necessary to exercise the licenses granted by you under these Terms of Use.

4.5 Prohibited Uses of Strad

You are solely responsible for any and all acts and omissions that occur through your account or otherwise during or relating to your use of the Platform.
You agree not to engage in unacceptable use of the Platform. As part of that promise, you agree that in using the Platform you will not:

Violate any law (whether local, state, national, or international), whether or not intentionally.
Harm, threaten to harm, stalk or otherwise harass any person or entity.
Post or transmit any User Content that is unlawful, false or misleading, grossly offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
Create a false identity on Strad, misrepresent your identity, create an account for anyone other than yourself, or use or attempt to use another’s account.
Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
Imply or state that you or any User Content is endorsed by us without our express consent.
Overlay or otherwise modify the Platform or their appearance (such as by inserting elements into the Platform or removing, covering, or obscuring an advertisement included on the Platform).
“Frame” or “mirror” any part of the Platform or otherwise engage in simulating the appearance or function of the Platform.
Disseminate or transmit spam, chain letters, pyramid schemes or similar communications.
Post or upload anything that contains software viruses, worms, or any other harmful code.
Interfere with the operation of, or place an unreasonable load on, the Platform.
Override any security feature or bypass or circumvent any access controls or use limits of the Platform.
Forge headers or otherwise intentionally disguise the origin of any content or communication; interfere with or disrupt the Platform, or servers or networks connected to the Platform; or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform.
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology that is not open source.
Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Platform or related data or access to the same, without our consent.
Deep-link to our Platform for any purpose other than to promote your profile, without our consent.
Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Platform or otherwise copy profiles and other data from the Platform.
Monitor the Platform’s availability, performance or functionality for any competitive purpose.
Remove any copyright, trademark or other proprietary rights notices contained in the Platform.
Disseminate or transmit any User Content that infringes or violates any party’s copyright, trademark, trade secret, patent or other proprietary right; or use or distribute third-party information (whether or not protected as a trade secret) in violation of a duty of confidentiality, fiduciary duty, or similar duty.
Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights.
Violate our intellectual property or other rights, including, without limitation, (i) copying or distributing our content; (ii) copying or distributing our technology, unless it is released under open source licenses; or (iii) using the words “Strad,” “Wealth, Orchestrated,” or “Wealth.Life.Orchestrated” or any of our other marks, taglines, trade names or logos in any business name, email, or URL in an infringing or otherwise objectionable manner.
Copy, use, disclose or distribute any information obtained from the Platform, whether directly or through third parties (such as search engines), without our consent.
Purchase, sell, or offer to purchase or sell any equity or security or market instrument; provide information designed to manipulate any equity or security or market; or disseminate or transmit any material, non-public information about companies without authorization to do so.
Submit any User Content related to partisan political campaigning or fundraising.
Engage in any other activity we deem to conflict with the spirit or intent of these Terms of Use or that might endanger or violate the rights of others or give rise to liability.

4.6 Rights You Grant Us

By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to us through the Platform, you are licensing that content to us for the purpose of providing the Platform. We may use and store the content in accordance with this Agreement and our Privacy Policy. You represent that you are entitled to submit it to us for use for this purpose, without any obligation by us to pay any fees or be subject to any restrictions or limitations. By using the Platform, you expressly authorize us to access your Account Information maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. When you use the account aggregation features of the Platform, you will be directly connected to the website for the third party you have identified. We (or our affiliate(s)) will submit information including usernames and passwords that you provide to log into such website. You hereby authorize and permit us to use and store information submitted by you to accomplish the foregoing and to configure the Platform so that it is compatible with the third-party websites for which you submit your information. For purposes of these Terms of Use and solely to provide the Account Information to you as part of the Platform, you grant Dow Software, LLC a limited power of attorney, and appoint Dow Software, LLC as your attorney-in-fact and agent, to access third-party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN THE PLATFORM IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD-PARTY SITES, DOW SOFTWARE, LLC IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. You understand and agree that the Platform is not sponsored or endorsed by any third parties accessible through the Platform. We are not responsible for any payment processing errors or fees or other Platform-related issues, including those issues that may arise from inaccurate account information.

4.7 Feedback

By submitting suggestions or other feedback regarding our Platform, you agree that we can (but do not have to) use and share such feedback for any purpose without compensation to you.

5. OUR PRIVACY POLICY AND YOUR PRIVACY CHOICES

We collect, use, store and disclose personal information in accordance with our Privacy Policy, which is incorporated into, and made a part of, these Terms of Use. Like any other part of these Terms of Use, you must agree to our Privacy Policy in order to use the Platform. We encourage you to review our Privacy Policy for more information. We also encourage you to review the privacy choices you have in your account settings.

6. DISCLAIMER OF WARRANTIES

THE SITES, APPS, INFORMATION, DATA, FEATURES, AND ALL CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH OR PROVIDED THROUGH THE PLATFORM ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. DOW SOFTWARE, LLC, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

DOW SOFTWARE, LLC AND ITS AFFILIATES AND SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE PLATFORM, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. DOW SOFTWARE, LLC AND ITS AFFILIATES AND SUPPLIERS DO NOT MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE PLATFORM IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

7 .NOT A FINANCIAL PLANNER, BROKER, ATTORNEY, TAX ADVISOR, OR OTHER ADVISOR

NEITHER DOW SOFTWARE, LLC NOR THE PLATFORM ARE INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE OR INTENDED TO SERVE AS TAX PREPARATION SERVICES. DOW SOFTWARE, LLC IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. The Platform is intended only to assist you in your financial organization and decision-making and is broad in scope. Your personal financial situation is unique, and any information and advice obtained through the Platform may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances.

From time to time, the Platform may include biographical and contact information for financial advisors, attorneys, insurance advisors, real estate advisors, tax advisors and other advisors. We are not affiliated with and do not sponsor or endorse any such advisors, and offer such directory information for informational purposes only. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISION TO OBTAIN SERVICES FROM SUCH ADVISORS, AND SUCH ADVISORS ARE SOLELY RESPONSIBLE FOR THE PERFORMANCE, QUALITY AND ANY OTHER ASPECT OF SUCH SERVICES, AND WE EXPRESSLY DISCLAIM ALL LIABILITY FOR SUCH ADVISORS AND SUCH SERVICES TO THE FULLEST EXTENT PERMITTED BY LAW.

8. EXCLUSION AND LIMITATION OF LIABILITIES

TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS WE HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), DOW SOFTWARE, LLC AND ITS AFFILIATES (AND THOSE SUPPLIERS THAT WE WORK WITH TO PROVIDE THE PLATFORM) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE PLATFORM (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT).

IN NO EVENT SHALL THE LIABILITY OF DOW SOFTWARE, LLC AND ITS AFFILIATES (AND THOSE SUPPLIERS THAT WE WORK WITH TO PROVIDE THE PLATFORM) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE GREATER OF (1) FIVE HUNDRED DOLLARS AND (2) THREE TIMES THE MOST RECENT MONTHLY FEE THAT YOU PAID FOR THE PLATFORM.

THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF WE HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

9. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Dow Software, LLC, its affiliates, and their respective shareholders, members, directors, officers, employees and agents from and against any and all claims and demands made by any third party due to or arising out of: (a) your access to or use of the Platform; (b) your breach of these Terms of Use; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party (including your Clients, Advisors, Authorized Users, or User Administrators); (e) any User Content you upload to, or otherwise make available through, the Platform; (f) your negligence and willful misconduct; and (g) any other party’s access to and/or use of the Platform using your account or Credentials. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with our defense of that claim.

10. TERMINATION

You may deactivate your account at any time. If you deactivate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to deactivation relating to your use of the Platform. After you deactivate your account, you will no longer have access to the Platform (except as a Visitor).

If you violate any provision of these Terms of Use, your permission from us to use the Platform will terminate automatically. In addition, we may in our sole discretion terminate your account on the Platform or suspend or terminate your access to the Platform at any time for any reason, with or without notice. We will not be liable whatsoever for any change to or discontinuation of the Platform or any suspension or termination of your access to or use of the Platform.

11. DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION AND JURY WAIVER

BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS SECTION. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION AGAINST US, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION BROUGHT AGAINST US BY SOMEONE ELSE.

Most disputes that arise out of the use of the Platform can be resolved quickly, informally, and with mutual satisfaction by reaching out to us at [email protected].

If any dispute remains unresolved after that process, however, you and we agree to have all disputes resolved by arbitration, which shall be final and binding on both parties, except disputes (i) that may be brought in an individual action in small claims court, or (ii) that relate to the ownership or enforcement of intellectual property rights. In addition, you and we each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. In any such case, your waiver of the right to a jury trial and the class action waiver set forth in the Terms of Use shall continue to apply.

“Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and us concerning the Platform or Terms or Use, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and we empower the Arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of the Terms of Use are void or voidable.

CLASS ACTION AND JURY TRIAL WAIVERS. BY ENTERING INTO THE TERMS OF USE, YOU AND WE EACH EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. ADDITIONALLY, YOU AND WE AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY AND THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED IN ANY PURPORTED CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS, OR ANY OTHER PERSONS. As such, you and we acknowledge and agree that each waives any right to participation as a plaintiff or a class member in a class action litigation or arbitration, or in any other collective or consolidated action, with respect to these terms. Neither you nor we may be a representative of any other potential claimants or class of potential claimants in any such dispute, nor may two or more users’ disputes be consolidated or otherwise determined in one proceeding. This will also preclude you and we from participating in or recovering relief under any current or future class, joint, collective, representative, or consolidated action brought by someone else.

A. Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (“AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

Notwithstanding any choice of law or other provision in the Terms of Use, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Florida.

B. Initiating Arbitration. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879.) The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New York, and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the proposed list of arbitrators by the AAA, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

C. Location and Procedures. If the claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and we submit to the Arbitrator, unless you request a hearing and the Arbitrator determines that a hearing is necessary. If the claim exceeds $10,000, arbitration may be conducted in person, through the submission of documents, by phone, or online, and your right to a hearing will be determined by the AAA Rules. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Sarasota County, Florida or in another jurisdiction to which you and we agree in writing; provided, provided, however, that if circumstances prevent you from traveling to Florida, the AAA may hold an in-person hearing in the state where you reside. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

D. Arbitrator’s Decision. The Arbitrator will render a written award within the time frame specified in the AAA Rules and shall provide a written decision with a statement of reasons if requested by either party. The Arbitrator may award declaratory or injunctive relief, but only in favor of the individual claimant, but only to the extent necessary to provide relief warranted by the claimant’s individual claim. The Arbitrator shall not have authority to entertain any claim on behalf of a person who is not a named party, nor shall the Arbitrator have authority to make any award for the benefit of, or against, any person who is not a named party. The Arbitrator’s decision shall be final and binding on all parties. The Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.

You and we agree to submit to the exclusive jurisdiction of the federal or state courts located in the Tampa Division of the Middle District of Florida or Sarasota County, Florida, respectively, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

E. Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the Arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). The right to recover attorneys’ fees and expenses set forth in the Terms of Use supplements any right to attorneys’ fees and expenses you may have under applicable law. You may not, however, recover duplicative awards of attorneys’ fees or costs.

F. Severability. If any part of this Arbitration Agreement, other than the class action waiver, is deemed or found to be unenforceable for any reason, the remainder shall be enforceable. The class action waiver is non-severable and if it is deemed or found to be unenforceable for any reason, the whole Arbitration Agreement shall be null and void

G. Disputes Between Users. You are solely responsible for your interactions with other Registered Users and Visitors. We reserve the right, but have no obligation, to become involved in any way with disputes between you and other Registered Users and Visitors.

H. Choice of Law; Venue. You and we agree that these Terms of Use and any dispute of any nature that might arise between you and us will be governed by and construed in accordance with the laws of the state of Florida, without giving effect to its conflict or choice of laws principles. You and we agree that any action at law or in equity that is not subject to the arbitration clause above shall be filed, and that venue properly lies, only in the federal or state courts located in the Tampa Division of the Middle District of Florida or Sarasota County, Florida, respectively, and you and we expressly consent and submit to the exclusive and personal jurisdiction of such courts for the purposes of litigating such action.

12. MISCELLANEOUS TERMS AND CONDITIONS

These Terms of Use make up the entire agreement between you and Dow Software, LLC regarding your use of the Platform, and they supersede any prior agreements. If any portion of these Terms of Use are found to be unenforceable, the remaining portion will remain in full force and effect. Any amendment to or waiver of these Terms of Use will not be effective unless made in writing and signed by us. You will not transfer any of your rights or obligations under these Terms of Use to anyone else without our consent. These Terms of Use do not confer any third-party beneficiary rights. All of our rights and obligations under these Terms of Use are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. We reserve all rights not expressly granted to you.

13. COMPLAINTS REGARDING CONTENT

We appreciate your help in keeping inappropriate or offensive content off Strad. To report inappropriate or offensive content, please email [email protected].

14. HOW TO CONTACT US

The Platform is offered by Dow Software, LLC, located at 8205 Nature’s Way, Suite 219, Lakewood Ranch, Florida 34202. You may contact us by sending correspondence to that address or emailing [email protected].

Dow Software, LLC

8205 Nature’s Way, Suite 219

Lakewood Ranch, FL 34202 USA

[email protected]
dowsoftware.com