Family offices are evolving. Their investments are spread across countries and various liquid and illiquid asset types, further held through intricate legal structures, making the family office of the 21st century as complex as an institutional investor. What’s more, family office principals are also becoming...
This is a binding legal agreement between the natural person or legal person (“Licensee” or “you”) agreeing to these terms of service (“Agreement”) and Asset Vantage Inc. (“Company” “us,” or “we”). This Agreement along with any other terms and policies referenced herein, and are incorporated herein by reference form an integral part hereof, as amended from time to time and constitute a legally binding agreement as of the Effective Date (as defined below). This Agreement is between the Company and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to this Agreement; and (ii) after reading and understanding this Agreement, you agree to the terms of this Agreement on behalf of your employer or the respective entity (as applicable), and this Agreement shall bind your employer or such entity (as the case may be). Please note that you are deemed as an Authorized User (defined below) representative of your employer or an entity (as applicable) if you are using your employer or an entity’s email address in registering into the service.
You acknowledge that this Agreement is binding, and you affirm and signify your consent to this Agreement, by either: (i) clicking on a button or checking a checkbox for the acceptance of this Agreement; or (ii) subscribing/registering for using or accessing the service, sites or any of our mobile application, whichever is earlier (the “Effective Date”).
If you do not agree to comply with, and be bound by, this Agreement or do not have authority to bind your employer or any other entity (as applicable), please do not accept the terms under this Agreement or access or use the service or the sites or any of our mobile application.
1. Definitions: For purposes of this Agreement, the following terms have the following meanings:
“Authorized Users” means the individual persons who are officers, employees or advisors to the Licensee (or who are Families or CPAs to Families) expressly authorized to use the Software by the Licensee pursuant to the license granted under this Agreement, provided that a User License may be reassigned from time to time by Licensee to a new Authorized User who is replacing a former Authorized User who is no longer permitted to use the Software.
“Confidential Information” Confidential Information shall include, but not be limited to:
However, neither Party’s Confidential Information shall include any information that:
“Documentation” means user manuals, technical manuals and any other materials made available by Company, in electronic or other form, that describe the operation, use or technical specifications of the Software.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.
“Software” means platform procured by the Licensee as software as a service (SaaS) and all modifications thereto from the Company. This includes any technical documentation, instructions, etc., regarding the software. The software also includes a series of instructions, rules, routines, or statements that allow or cause the software to perform a specific operation or series of operations, the recorded information comprising viewing design details, algorithms, processes, flow charts, formulas, related material that would enable the computer program to be produced or created, graphical interface, images, design materials, and scheme design.
“Term” has the meaning set forth in Clause 11 of this Agreement.
“Third Party” means any Person other than Licensee or Company.
a. The Licensee shall, within thirty (30) days following the date of Company’s written notification thereof, pay to Company the additional License Fees for such excess use. In determining the License Fee payable pursuant to the foregoing, unless Licensee can demonstrate otherwise by documentary evidence, all previously unknown excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement and the rates for such licenses shall be determined without regard to any discount to which the Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement); and
b. The Company reserves the right to forthwith terminate this Agreement and initiate the legal proceedings against the Licensee for breach of terms of this Agreement and recovery of the amounts due.
Licensee acknowledges and agrees that the Software Platform is provided by the Company under a non-exclusive, non-transferable, non-sub-licensable, revocable license. The Licensee shall not have any interest in the Software Platform including but not limited to any ownership interest in the Software Platform or any other rights thereto other than to use the same in accordance with the terms of this Agreement. The Company reserves and retains its entire right, title and interest in the Software Platform and all Intellectual Property Rights arising out of or relating to the Software Platform. The Licensee shall use all efforts to safeguard the Software Platform from infringement, misappropriation, theft, misuse or unauthorized access. The Licensee shall promptly notify the Company if the Licensee becomes aware of any violation of the Company’s Intellectual Property Rights in the Software Platform and fully cooperate with the Company in any legal action taken by Company to enforce its Intellectual Property Rights. The Licensee acknowledges and agrees that the Licensee, and not the Company, shall be solely responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claim or suit, or any other harm or damages resulting from Licensee’s use of or access to the Software Platform.
The Software Platform may be subject to US export control laws, including the US Export Administration Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export or release the Software Platform to, or make the Software Platform accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. The Licensee shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software Platform available outside the US.
Licensee hereby agrees to indemnify the Company and its officers, directors, employees, agents, and representatives (“Indemnified Person”) from each and every demand, claim, loss, liability, or damage of any kind, including actual attorney’s/legal fees, whether in tort or contract, that may incur by reason of, or arising out of, any claim which is made by either the Licensee and/or any third party against the Indemnified Person with respect to any breach or violation of this Agreement by the Licensee or any claims based on Licensee’s and/or its client’s use of the Software Platform.
a. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Company’s prior written consent, which consent Company may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which Company’s prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Clause 16.5 is void. The Company may assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
b. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.