HEARTS & WALLETS TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY HEARTS & WALLETS. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS TO AND USE OF HEARTS & WALLETS’ REPORTS, SURVEYS, BRIEFINGS, SERVICES, CONTENT, ONLINE PORTAL, DATA, AND INSIGHTS (COLLECTIVELY “SERVICES”).

Acceptance of Terms.

By accessing and using the Services in any manner, including receiving reports and accessing the Hearts & Wallets’ website portal, you agree to all of the terms and conditions contained herein (“Terms of Use”), which also incorporate Hearts & Wallets’ Data Use Policy and all other operating rules, policies and procedures that may be published from time to time on the website by Hearts & Wallets, each of which is incorporated by reference and each of which may be updated by Hearts & Wallets from time to time without notice to you.  

Ownership.

Hearts & Wallets owns the Services.  Title, ownership, rights, and intellectual property rights in and to the Services, including all of its findings, exhibits, statistics, charts and diagrams, shall remain with Hearts & Wallets. The Services are protected by the copyright laws of the United States and international copyright treaties.

Access.

Subject to these Terms of Use, you may use the Services for private, internal use only and not for external distribution.  Neither the Services nor any portion of the Services may be used or shared externally or publicly unless previously agreed upon by Hearts & Wallets in writing.  Services shall not be shared, in their entirety or any portions of the Services, including any of the findings, exhibits, statistics, charts and diagrams, with any third party. You shall not permit third parties to use the Services or any portions of the Services. You shall not create derivative works based upon the Services, and shall not sell, lease, or otherwise transfer rights to the Services.

Any such prohibited use shall immediately terminate your right to access and use the Services. You shall not allow any other firm (including consultants), subsidiary, affiliate, external field force, or client to access or use the Services. You shall not reproduce or copy any Services in any media or company communications, except in accordance with Hearts & Wallets’ prior written approval or Hearts & Wallets Content Licensing. Any approved, external use or citation to the Services shall be accompanied by proper attribution to Hearts & Wallets in accordance with the Courtesy External Use Policy.

Registration and Eligibility.

As a condition of using certain aspects of the Services, you are required to register with Hearts & Wallets and represent, warrant and covenant that you provide Hearts & Wallets with accurate and complete registration information (including, but not limited to a name, e-mail address) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Hearts & Wallets account.

You shall not (1) create any account for anyone other than yourself; (2) use a name that is the name of another person with the intent to impersonate that person; or (3) use a name that is otherwise offensive, vulgar or obscene or otherwise unlawful.

Hearts & Wallets reserves the right to refuse registration of, or cancel a user in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Hearts & Wallets account. You shall never use another user's account. You will immediately notify Hearts & Wallets in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

You represent and warrant that if you are of legal age to form a binding contract.  Hearts & Wallets may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you.

Hearts & Wallets is Not a Financial Planner, Broker or Tax Advisor.

The Services are not intended to provide financial planning, brokerage, legal, or tax advice. Hearts & Wallets is not a financial planner, broker or tax advisor.

Hearts & Wallets Content.

The Services contain content specifically provided by Hearts & Wallets and such content may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright and trademark notices, information, and restrictions contained in any content accessed through the Services.  

Rules and Conduct.

As a condition of use and access to the Services, you agree not to use the Services for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Services. Additionally, you shall abide by all applicable local, state, national and international laws and regulations, and any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry.

Hearts & Wallets reserves the right to remove, edit or modify any content in its sole discretion. Hearts & Wallets also reserves the right to access, store, monitor, and disclose any information as Hearts & Wallets reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Hearts & Wallets, its customers and the public.

Termination.

Hearts & Wallets may terminate your use or access to all or any part of the Services at any time.  All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer.

Hearts & Wallets makes no representations concerning any content contained in or accessed through the Services, and Hearts & Wallets will not be responsible or liable for the accuracy, copyright compliance, legality of material contained in or accessed through the Services.

In no event shall Hearts & Wallets be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to your access or use of the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from your use or access to the Services. 

THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW.

HEARTS & WALLETS, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY CONTENT AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF ERRORS; (C) ANY ERRORS WILL BE CORRECTED; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR ACCESS OR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

Indemnification.

You shall defend, indemnify, and hold harmless Hearts & Wallets, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the Services, or content, or otherwise from your violation of these Terms of Use, or infringement by you, or any other person using your account, of any intellectual property or other right of any person or entity. Hearts & Wallets reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Hearts & Wallets in asserting any available defenses.

Limitation of Liability.

ALL LIABILITY OF HEARTS & WALLETS, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICES OR CONTENT IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.  ANY LIABILITY OF HEARTS & WALLETS, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO ONE HUNDRED US DOLLARS ($100).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEARTS & WALLETS, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT HEARTS & WALLETS, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SERVICES OR CONTENT, FOR INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, WASTED EXPENDITURE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE.

Governing Law.

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Hearts & Wallets agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

You agree that all disputes shall be subject to arbitration and that these Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section. 

Integration and Severability.

If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. 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. Waiver of compliance in any particular instance does not mean that Hearts & Wallets will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, Hearts & Wallets must provide you with written notice of such waiver through one of its authorized representatives.

Modification of Terms of Use.

Hearts & Wallets reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Services at any time. Hearts & Wallets may also impose limits on the Services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

Miscellaneous.

Hearts & Wallets shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Hearts & Wallets' reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Hearts & Wallets' prior written consent. Hearts & Wallets may assign, transfer or delegate any of its rights and obligations hereunder without your consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.