Terms Of Use
PLATINUM ADVISOR MARKETING STRATEGIES, LLC MEMBER AGREEMENT
Thank you for purchasing a subscription (a “Subscription”) to the platinumadvisormarketing.com website (the “Website”). This Subscription is for each Member’s benefit and use as a Financial Products and Services Sales Representative. Please read this agreement carefully before using any products or services identified below. This Member Agreement (this “Agreement”) governs each Member’s use of the Website and the Application. By clicking the “I Agree” button below, or by accessing or using the Website or Application or any part thereof, each Member has acknowledged that he or she has read and understands this Agreement and agree to be bound by its terms as fully as if the Member had physically signed this agreement with his or her signature. Additionally, the Member’s continued use of the Website and Application will indicate ongoing consent to be bound by the terms and conditions set forth below. This Agreement is a binding legal agreement between the Member (either an individual or legal entity) and Platinum Advisor Marketing Strategies, LLC. If any Member does not agree to all of the terms and conditions contained in this Agreement, please do not click the “I Agree” button below, or access or use the Website, Application or any part thereof.
DEFINITIONS
The following definitions shall apply to the specified terms throughout this Agreement as well as within the Website and Application:
“Website and Application” – Any and all aspects of the web based application hosted at http://www.platinumadvisormarketing.com or any other domain owned by Platinum Advisor Marketing Strategies, LLC, it’s officers, or subsidiaries. This includes but is not limited to the format, appearance, text, or content in any form and type.
“Marketing Materials” – this term shall mean and refer to any and all marketing and business management materials for financial products and/or services obtained through the Website and Application. Said materials include, but are not limited to, postcards, e-mails, letter, flyers, invitations, presentations, brochures, facsimiles, newsletters, articles, seminars, surveys, website content, stationary, and any other items acquired from the Website.
“Registered Representatives” – this term shall mean and refer to any sales representatives affiliated with Broker/Dealer who has been individually authorized to access and use the Website and Application through the purchase of an individual user subscription for the Website and Application and has entered into the standard “Platinum Advisor Marketing Strategies, LLC’s User Agreement.”
TERMS AND CONDITIONS
1. THE WEBSITE AND APPLICATION. Through use of the Website and Application, the Member may obtain Products for use in the Member’s capacity as a financial products and services sales representative.
2. RESTRICTIONS ON USE. The entire Website and Application, and all Marketing Materials, including but not limited to all pages within the website and any material made available for download, including but not limited to all Messages not submitted under the Exclusive Option, are the property of Platinum Advisor Marketing Strategies, LLC, its affiliates, and/or a Third Party Provider. The Website and Application and all Marketing Materials and all aspects thereof are protected by federal and international copyright and trademark laws and are legally protectable as property of Platinum Advisor Marketing Strategies, LLC, or one of its third party contractors. You agree that all such content and all Marketing Materials, whether or not legally protected by Copyright law are protectable by this agreement and no portion of the materials comprising the Application or any Messages may be reprinted, republished, modified, or distributed in any form without the express written permission of Platinum Advisor Marketing Strategies, LLC and/or the applicable Third Party Provider. The Website and Application and all Messages available through the Website and Application are for the Member’s own personal use or the internal use of the Member’s business as an individual sales representative. The Member shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials and shall comply with any applicable end user license agreements. The Member hereby acknowledges that he or she or it is a limited purpose licensee of the content and Marketing Materials on this website and that Member has agreed to abide by all terms and conditions restricting Member’s license. -
3. LIMITED COVENANT AND REVOCATION OF LICENSE: Member hereby acknowledges that Fross and Fross Financial, LLC is an affiliate of Platinum Advisor Marketing Strategies, LLC., and that Fross and Fross Financial, LLC makes regular use of the strategies, forms, content and Marketing Materials of Platinum Advisor Marketing Strategies, LLC, at its offices located at 3251 Wedgewood Lane, The Villages, Fl 32162, and as such Fross and Fross Financial LLC and Platinum Advisor Marketing Strategies, LLC would be irreparably injured if Member were to use any of the strategies, forms, content and Marketing Materials from this website in competition against them within their geographical trade area. Accordingly Member agrees that Platinum Advisor Marketing Strategies, LLC and Platinum Advisor Marketing Strategies, LLC, have an enforceable business interest in precluding competition by Member or Member’s affiliates using the same or similar Marketing Materials in competition with them. Member therefore agrees that Member shall not compete with Platinum Advisor Marketing Strategies, LLC or Fross and Fross Financial LLC., in the business of offering marketing strategies, ideas, forms or advice to registered representatives within a 50 mile radius of the aforesaid office of Fross and Fross Financial LLC by using or selling or providing or reproducing any of the content from this website or any of the Marketing Materials on this website or by providing the same to registered representative customers within said 50 mile radius or by maintaining an office for such purpose within said 50 mile radius. Member further agrees that this limited covenant is reasonably necessary to protect the legitimate business interests of Platinum Advisor Marketing Strategies, LLC, as licensor of the content and Marketing Materials provided in this website and that an injunction to enforce the terms hereof is reasonably necessary for protection of said legitimate business interest. The restriction set forth in this paragraph shall apply for a period of two years after Member’s last downloading of content from this website and shall only restrict competition with the aforesaid 50 miles radius and for the limited purposes set forth above. The intent of this paragraph is not to restrict competition as such but to restrict unfair competition by a Member licensee using Platinum Advisor’s own content and Marketing Materials against it within a 50 mile radius of its office and that of its affiliate, Fross and Fross Financial, LLC, and Member agrees that this is a reasonable, legitimate and enforceable business interest that a court may protect by injunction.
4 SUBSCRIPTIONS.
A. Term. The Website and Application are available only through the purchase of a Subscription. The Member’s Subscription shall commence immediately upon the date Platinum Advisor Marketing Strategies, LLC accepts the Member’s order to purchase that Subscription, which may precede the date on which the Member begins using the Website or Application. The initial term of the Member’s Subscription (the “Initial Term”) shall be one (1) year in length.
B. Automatic Renewal. Upon completion of the Initial Term, the Member’s Subscription will renew automatically on a month-to-month basis (each, a “Renewal Month”) unless the Member provides Platinum Advisor Marketing Strategies, LLC with notice of termination at least thirty (30) days prior to the end of the Initial Term. Any such notice must be provided to Platinum Advisor Marketing Strategies, LLC by speaking with a Platinum Advisor Marketing Strategies, LLC representative or completing the cancellation process available on the Website. If the Member provides Platinum Advisor Marketing Strategies, LLC with the appropriate termination notice prior to the end of the Initial Term, the Members Subscription shall continue only until the end of the Initial Term, and the Member shall be liable only for those fees, taxes, and other charges incurred in connection with the Member’s Subscription (collectively, “Subscription Fees”) that accrue prior to such date. After the Initial Term, the Member may terminate the Members Subscription as of the end of any Renewal Month by speaking with a Platinum Advisor Marketing Strategies, LLC representative.
C. Billing Information. For purposes of billing, identification, and future communications, the Member must provide Platinum Advisor Marketing Strategies, LLC with all information requested by Platinum Advisor Marketing Strategies, LLC at the time the Member submits the Member’s Subscription order. Without limitation, the Member must provide a full legal name, the full legal name of the Members Broker/Dealer, the Member’s address, telephone number(s), email address, and applicable payment data (e.g., a credit card number and expiration date) (“Member Data”). The Member agrees to provide true, accurate and complete information and shall not impersonate or falsely represent the Member’s affiliation with any person or entity. Member Data and certain other information about the Member and/or the Member’s business are subject to our Privacy Policy. The Member agrees and acknowledges that Member Data from the registration process is used to send the Member information about the Website and Application, including, but not limited to, the use of the Member’s email address for newsletters and other necessary communications. Furthermore, in the event that any Member data changes during the course of the Member’s Subscription, the Member shall provide updated Member data as soon as possible.
D. Subscription Fees. The Member agrees to pay all Subscription Fees. Platinum Advisor Marketing Strategies, LLC shall, in its sole and absolute discretion, determine subscription fees. Platinum Advisor Marketing Strategies, LLC may establish or change subscription fees for Renewal Months by posting such fees on either of the websites located at www.platinumadvisormarketing.com (or on a sub-page of the website), by posting a conspicuous notice in the Website or Application, by emailing the Member, or by otherwise notifying in writing in advance of the applicable Renewal Month. All Subscription Fees will be billed to the credit card that the Member designates during registration (or such other credit card as the Member may designate from time to time). All monthly, annual, or other periodic Subscription Fees will be billed automatically to the Member’s credit card at the start of each such period during the Initial Term. For Renewal Months, the monthly Subscription Fees will be billed to the Member’s credit card each month on the date that corresponds with the anniversary date of the Member’s Subscription.
E. Past Due Subscriptions. All Subscription Fees shall become nonrefundable thirty (30) days following registration. At Platinum Advisor Marketing Strategies, LLC.’s discretion, past due Subscription Fees are subject to interest at the rate of 1.5% per month, or the maximum permitted by law, whichever is less. The Member shall be responsible for all expenses (including, without limitation, reasonable attorneys’ fees) incurred by Platinum Advisor Marketing Strategies, LLC. in connection with the collection of any past due Subscription Fees.
F. Default and Acceleration of Subscription Fees. During the Initial Term of the Member’s Subscription, Member’s failure to make one (1) monthly, quarterly or other periodic payment of Subscription Fees shall result in the default of the Member’s Subscription. The Member shall have ninety (90) days from the due date of the missed payment of Subscription Fees to cure this default. The Member’s payment of any outstanding Subscription Fees, including all late fees, within the timeframe described above, shall cure the default of the Member’s Subscription. In the event the Member fails to cure the default of the Member’s Subscription within the time frame specified above, then and in that event, Platinum Advisor Marketing Strategies, LLC., may, in its sole and absolute discretion, accelerate the Subscription Fees remaining due and payable on the initial term of the Member’s Subscription and declare the entire accelerated sum, including all late fees, to be immediately due and payable. Upon Member’s receipt of Platinum Advisor Marketing Strategies, LLC., electronic or written notice of its election to accelerate the Member’s Subscription Fees, then upon that event, the Member agrees to immediately tender payment unto Platinum Advisor Marketing Strategies, LLC of the Subscription Fees accelerated, including all late fees thereon.
5. USER NAMES AND PASSWORDS. The Member will be required to choose (or, at Platinum Advisor Marketing Strategies, LLC’s discretion, the Member will be assigned) a user name and password for the Website and Application.
A. Personal Use and Confidentiality. The Member’s user name and password are for the Member’s exclusive use. The Member is solely responsible for maintaining the confidentiality of the Members user name and password, and for all activities that occur under the Members user name and password. The Member may not disclose the Member’s user name and password to anyone other than an authorized employee of Platinum Advisor Marketing Strategies, LLC, including without limitation any other representatives or employees of the Broker/Dealer the Member represents. The Member must notify Platinum Advisor Marketing Strategies, LLC immediately if the Member becomes aware of any unauthorized use of the Member’s user name or password, or if the Member becomes aware of any other breach of security regarding the Website or Application. Platinum Advisor Marketing Strategies, LLC will not be liable for any loss or damage that the Member may incur as a result of someone else using the Members user name or password, either with or without the Members knowledge.
B. Record of Use. The Member’s user name and password may be used to catalog and track the Member’s marketing activities by the Member’s Broker/Dealer. By entering into this Agreement the Member hereby authorizes the Member’s Broker/Dealer to have access to any and all records of the Member’s usage of the Member’s account and the Member authorizes Platinum Advisor Marketing Strategies, LLC to provide such access.
5.6 INTERNET ACCESS; SYSTEM REQUIREMENTS. Use of the Website and Application, or certain parts thereof, requires access to the Internet. Additionally, use of the Website and Application may require particular equipment, software, and/or telecommunications services, and Platinum Advisor Marketing Strategies, LLC may change those requirements from time to time in its sole discretion and without prior notice. The Member is solely responsible for obtaining, configuring, maintaining, and paying for all equipment, software, and telecommunications services necessary for the Member to access the Internet and use the Website and Application.
7. APPLICATION LICENSE.
A. License Grant. During the term of this Agreement, and subject to all other terms and conditions herein, Platinum Advisor Marketing Strategies, LLC hereby grants the Member a personal, limited, revocable, nonexclusive, non-sub-licensable, nontransferable license to do the following, but only for the Member’s own internal business purposes and only in a manner consistent with all applicable end user documentation: (a) use on the Member’s personal computer(s) any and all software components of the Application that Platinum Advisor Marketing Strategies, LLC makes available to the Member for downloading through the Website, (b) install and use on the Member’s personal computer(s) any and all software components of the Application that Platinum Advisor Marketing Strategies, LLC provides to the Member on physical media, and (c) access and use all components of the Application that Platinum Advisor Marketing Strategies, LLC makes available to the Member directly through the Website.
B. Limitations. Except as expressly permitted above in this Section 6, the Member may not use or reproduce the Application or the Website, including but not limited to any of the materials and Messages available via the Website and/or Application. To the maximum extent permitted by applicable law, the Member may not: (a) sell, sublicense, rent, lend, lease, timeshare, commercialize, or transfer the Website or Application, or otherwise make the Website or Application available, to any third party; (b) use the Website or Application for the benefit of any third party; (c) modify, translate, or create derivative works of the Website or Application; (d) reverse assemble, reverse compile, or reverse engineer the Website or Application; (e) alter or modify any disabling mechanism that may be active in the Website or Application; (f) remove, alter, or obscure any copyright notice or other proprietary notice or legend that is on or in the Website or Application; (g) access or use the Website or Application for fraudulent purposes, in violation of any applicable laws, or in violation of this Agreement (as it may be modified from time to time). If a license to use the Website or Application was purchased in the United States, the Member agrees to comply with all applicable United States laws and regulations pertaining to export controls. If a license to use the Website or Application was purchased outside the United States, the Member may not re-export the Website or Application except with the express written permission of Platinum Advisor Marketing Strategies, LLC and as permitted by the laws of the United States and the laws of the jurisdiction in which the Member purchased a license to use the Website or Application. Any reproduction, modification or redistribution of the Website or Application is expressly prohibited, and may result in severe civil and criminal penalties. The Website and Application, their structure, sequence and organization and source code are considered trade secrets of Platinum Advisor Marketing Strategies, LLC and are protected by trade secret laws. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE WEBSITE OR APPLICATION TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE MEMBER MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.
8. LIQUIDATED DAMAGES. As noted above, the Member’s limited license to use the Website and Application is non-transferable. The Member and Platinum Advisor Marketing Strategies, LLC agree that, in the event that the Member discloses the Members user name and password to another person or persons and/or permits another person or persons to use the Application in violation of the terms of this Agreement it will be impracticable or extremely difficult to determine the damages suffered by Platinum Advisor Marketing Strategies, LLC. It is therefore agreed that in the event of such unauthorized disclosure or use by the Member or by others facilitated by the Member, the Member shall pay to Platinum Advisor Marketing Strategies, LLC the sum of twenty five thousand dollars ($25,000) as liquidated damages.
9. OWNERSHIP OF THE WEBSITE, APPLICATION, AND MESSAGES. The Application is being licensed to the Member, not sold. Except for the limited license granted in Section 6 above, Platinum Advisor Marketing Strategies, LLC and its licensors own and retain all right, title, and interest in and to the Website and Application, all copies of the Application, all data, compilations, and information underlying or relating to the Application (other than any Content, as defined below), and all intellectual, industrial, and proprietary rights in or relating to any of the foregoing (including, without limitation, all copyrights, patents, trademarks, and trade secrets). Furthermore, Platinum Advisor Marketing Strategies, LLC or Third Party Vendors, as the case may be, retain all right, title, and interest in all Messages, except those Messages submitted by individual Registered Representatives under the Exclusive Option.
A. Website History Retention. Broker/Dealer may designate how long their Registered Representative’s “Website History” (defined as the records of each Registered Representative’s downloading or uploading of Messages from or to the Website) shall be maintained by Platinum Advisor Marketing Strategies, LLC. Website History shall be maintained for a minimum of one (1) year, measured from the date of a given downloading or uploading event. However, Broker/Dealer may request a lengthier retention period as specified in the operative Broker/Dealer Agreement. Platinum Advisor Marketing Strategies, LLC shall have no further obligation to retain Website History after termination of this Agreement. Accordingly, upon request, Platinum Advisor Marketing Strategies, LLC shall provide the Member with a copy of the Members Website History recorded prior to the termination of this Agreement. A copy of the Members Website History recorded prior to the termination of this Agreement shall be requested concurrently with the termination of this Agreement.
10. TECHNICAL SUPPORT. Platinum Advisor Marketing Strategies, LLC will, to the extent commercially reasonable, attempt to assist the Member with accessing and using the Application (“Technical Support”). Platinum Advisor Marketing Strategies, LLC will, at the Member’s option, provide the Member with Technical Support via telephone, facsimile, and/or email. Technical Support staff is available between the hours of 9:00 AM and 5:00 PM, Eastern Standard Time, Monday through Friday. However, Technical Support response times may vary depending upon the nature of the support requested and the quantity of other support requests. Platinum Advisor Marketing Strategies, LLC may modify its Technical Support policies and procedures (including, without limitation, availability dates and times and communication methods) from time to time in its sole discretion and without notice. For further information regarding Technical Support, please visit Platinum Advisor Marketing Strategies, LLC’s website at www.Platinumadvisormarketing.com.
11. MAINTENANCE. Platinum Advisor Marketing Strategies, LLC shall use commercially reasonable efforts to promptly repair faults or defects in the Application that materially degrade its functionality or performance, or that cause it to be inaccessible to users. Platinum Advisor Marketing Strategies, LLC may, in its sole discretion, also perform other maintenance on the Application from time to time as it deems necessary. The Member shall not be entitled to any abatement in Subscription Fees for any Application faults, defects, inaccessibility or downtime with the Website or Application.
112. MODIFICATIONS. Platinum Advisor Marketing Strategies, LLC may upgrade, enhance, change, suspend, discontinue, or otherwise modify any aspects or components of the Application (collectively, “Modifications”) at any time in its sole and absolute discretion and without notice. Any Modifications made available to the Member will be subject to the terms of this Agreement. The Member shall not be entitled to any abatement in Subscription Fees for any Modifications.
113 SUSPENSION; TERMINATION. If Platinum Advisor Marketing Strategies, LLC believes, in its sole discretion, that the Member has violated any term or condition in this Agreement, Platinum Advisor Marketing Strategies, LLC may suspend the Members access to and use of the Application until such time as Platinum Advisor Marketing Strategies, LLC believes, in its sole discretion, that the Member has cured such violation or that such violation did not occur. Any such suspension shall not entitle the Member to any abatement in Subscription Fees. If the Member breaches or otherwise fails to comply with any of the terms or conditions in this Agreement, Platinum Advisor Marketing Strategies, LLC may terminate the Members Subscription immediately and without notice, and the Member shall not be entitled to a refund of any pre-paid Subscription Fees. Platinum Advisor Marketing Strategies, LLC may also terminate the Members Subscription for any reason or no reason whatsoever upon thirty (30) days prior notice via email or otherwise in writing, in which event the Member shall receive a prorated refund of any prepaid, periodic Subscription Fees (such proration to be calculated using the date on which the Agreement terminated). The Member may terminate the Members Subscription by written notice to Platinum Advisor Marketing Strategies, LLC if Platinum Advisor Marketing Strategies, LLC materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from the Member describing the breach in reasonable detail. If the Member terminates the Members Subscription due to a material breach by Platinum Advisor Marketing Strategies, LLC and Platinum Advisor Marketing Strategies, LLC fails to cure such breach within thirty (30) days following receipt of written notice from the Member describing the breach in reasonable detail, then the Member shall be entitled to a prorated refund of any prepaid, periodic Subscription Fees (such proration to be calculated using the date on which the Agreement terminated). THE MEMBER ACKNOWLEDGES AND AGREES THAT THE APPLICATION MAY HAVE A MECHANISM WHEREBY PLATINUM ADVISOR MARKETING STRATEGIES, LLC CAN LIMIT OR DISABLE THE MEMBERS ACCESS TO THE APPLICATION. THE MEMBER AGREES THAT PLATINUM ADVISOR MARKETING STRATEGIES, LLC MAY USE SUCH MECHANISM UPON ANY EXPIRATION OR TERMINATION OF THE MEMBERS SUBSCRIPTION, OR IF PLATINUM ADVISOR MARKETING STRATEGIES, LLC SUSPENDS THE MEMBERS ACCESS TO OR USE OF THE APPLICATION AS PERMITTED BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
14. ADVERTISING ON THE WEBSITE. Platinum Advisor Marketing Strategies, LLC may, in its sole and absolute discretion, place its own advertising as well as advertising of third parties on any portion of the Website. Such advertising may include, without limitation, pop-ups, landing pages, banners, and crawlers. Third party advertising appearing in any area of the Broker/Dealer Library shall be approved by the Member’s Broker/Dealer.
15. THIRD PARTY CONTENT. The Website contains content and information from Third Party Providers and/or links to third party Websites, including but not limited to advertising (“Third Party Content”). Such content is not under the control of Platinum Advisor Marketing Strategies, LLC and Platinum Advisor Marketing Strategies, LLC is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. Platinum Advisor Marketing Strategies, LLC is providing access to such Third Party Content to the Member only as a convenience, and the inclusion of or access to such content does not imply endorsement by Platinum Advisor Marketing Strategies, LLC of such content or the affiliate. The Member may be subject to additional and/or different terms, conditions, and privacy policies when the Member accesses or uses third party services, content, software, or Websites. Platinum Advisor Marketing Strategies, LLC reserves the right to remove content that, in Platinum Advisor Marketing Strategies, LLC’s judgment, does not meet its standards, but Platinum Advisor Marketing Strategies, LLC is not responsible for any failure or delay in removing such material. Platinum Advisor Marketing Strategies, LLC is not and shall not be responsible for (i) the terms and conditions of any transaction between the Member and any third party, (ii) any insufficiency of or problems with any such third party’s background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that the Member has a dispute with any such third party, the Member releases Platinum Advisor Marketing Strategies, LLC (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
A. Third Party Messages. Messages generated by Third Party Providers may be made available through the Website and Application subject to this Section 15. Such Messages are the property of the corresponding provider. Accordingly, the Members use of such Messages may be subject to additional or different licenses than those specified herein and may be subject to additional fees not included in the Subscription Fees specified in Section 3 herein.
116 NO REPRESENTATIONS OR WARRANTIES. The Website and Application are provided on an “as available,” and “as is” basis. To the maximum extent permitted by applicable law, Platinum Advisor Marketing Strategies, LLC and its parent companies, subsidiaries, affiliates, suppliers, and licensors disclaim all representations and warranties of any kind with respect to the Website, Application, and any Messages, including but not limited to implied warranties of non-infringement, title, merchantability, quiet enjoyment, quality of information, and fitness for a particular purpose. Without limiting the generality of the foregoing: Platinum Advisor Marketing Strategies, LLC does not represent or warrant that the Website, the Application, or the Messages will meet the Members requirements, that the operation of the Website or Application will be uninterrupted or error-free, or that defects in the Website, the Application, the Messages or related documentation will be corrected. Platinum Advisor Marketing Strategies, LLC makes no representation or warranty of any kind, expressed or implied, as to the speed, operation, or reliability of the Website or Application, the accuracy or completeness of any information accessible via the Website or Application, or the availability, quality, or safety of Messages or any other products or services available through the Website or Application. Further, Platinum Advisor Marketing Strategies, LLC does not represent or warrant that the Website or Application, or the content available through the Website or Application, are free of viruses or other harmful components. No oral or written information or advice given to the Member or the Member’s agent by Platinum Advisor Marketing Strategies, LLC or any other party with respect to the Website or Application or anything related thereto shall create a representation or warranty, or in any way increase the scope of Platinum Advisor Marketing Strategies, LLC’s obligations hereunder. Platinum Advisor Marketing Strategies, LLC assumes no responsibility and makes no representations, warranties, recommendations, endorsements, or approvals with regard to any Messages, opinions, advice, statements, products, services, offers, or other information or materials expressed or made available by third parties, including but not limited to Third Party Providers, through or in connection with the Website or Application. The Member assumes total responsibility and risk for the Member’s use of the Website, the Application, and any and all Messages and related services.
17. LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PLATINUM ADVISOR MARKETING STRATEGIES, LLC OR ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA, AND/OR BUSINESS INTERRUPTION), ARISING OUT OF OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE THE WEBSITE OR APPLICATION, AN RELATED SERVICES, OR ANY CONTENT OR INFORMATION CONTAINED THEREIN EVEN IF PLATINUM ADVISOR MARKETING STRATEGIES, LLC OR ANY SUCH RELATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, PLATINUM ADVISOR MARKETING STRATEGIES, LLC’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE SUBSCRIPTION FEES PAID BY THE MEMBER DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD. THE MEMBER AGREES THAT THE MEMBER ACCEPTS SOLE AND COMPLETE RESPONSIBILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN BY THE MEMBER IN RELIANCE UPON THE WEBSITE OR APPLICATION. THE MEMBER ACKNOWLEDGES AND AGREES THAT THE WEBSITE AND APPLICATION ARE NOT INTENDED TO SUPPLY TAX, INVESTMENT, OR LEGAL ADVICE. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
18. INDEMNIFICATION. The Member agrees to indemnify, defend, and hold harmless Platinum Advisor Marketing Strategies, LLC, its employees, members, directors, managers, officers or agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees and cost of defense) they may suffer or incur as a result of (i) any failure by the Member or any employee or agent of the Member to comply with the terms of this Agreement; (ii) any warranty or representation made by the Member being false or misleading; (iii) any representation or warranty made by the Member or any employee or agent of the Member to any third person other than as specifically authorized by this Agreement, (iv) negligence of the Member or the Members subcontractors, agents or employees, or (v) any alleged or actual violations by the Member or the Members subcontractors, employees or agents of any governmental laws, regulations or rules.
119 U.S. GOVERNMENT RESTRICTED RIGHTS. The Application and any related documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (a) through (d) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, and in similar clauses in the NASA FAR Supplement, as applicable. Manufacturer is Platinum Advisor Marketing Strategies, LLC, 3251 Wedgewood Lane, The Villages, FL 32162.
20. ARBITRATION. Any and all disputes, controversies, or claims arising out of or relating to this agreement, including without limitation, any claims or demands based on contract law, tort law, equity, statute and/or the common law shall be determined by binding arbitration, except that Platinum Advisor Marketing Strategies, LLC, or its affiliate, Fross and Fross Financial, LLC., may seek such injunctive relief as may be appropriate to enforce this agreement pending an arbitration.
A. Arbitration will be administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules.
B. Any party may initiate arbitration by giving the other party a written demand for arbitration in accordance with the notice provisions of the Agreement. Within ten (10) days of receipt of a demand for arbitration under this paragraph, the other party shall deliver a written response on the demanding party, specifying the party’s intent to participate or abstain from participation in the demanded arbitration. In the event the other party does not deliver a written response on the demanding party within the time period specified above, then and in that event, the demanding party shall proceed as if the party has not agreed to participate.
C. Arbitration shall be initiated by service of the demand for arbitration. Arbitration shall be initiated within a reasonable time after the claim has arisen. In no event may arbitration be demanded after the date the claim would be barred by the applicable statute of limitations.
D. The arbitration shall be conducted and determined by a sole arbitrator. The arbitrator will be chosen by mutual agreement of the parties. If the parties fail to reach agreement within thirty (30) days of service of the demand for arbitration, the arbitrator will be chosen by mutual agreement of two arbitrators, one appointed by each party. The two arbitrators’ choice of arbitrator shall be final and binding on the parties. The Two arbitrators will use their best efforts to appoint an arbitrator within ten (10) days of being informed of the parties’ request for an appointment.
E. The up-front costs of the arbitration and arbitrator fees shall be borne by the parties equally. Costs and fees so paid will be subject to reallocation by the arbitrator in the award as provided for in this agreement. If any party fails or refuses to pay its share of the cost of arbitration the other party may, at its option, (1) elect to pay the entire cost of the arbitration, in which case the obligation of the nonpaying party to otherwise participate in the arbitration is not excused; or (2) immediately proceed to litigation. Regardless of which party ultimately prevails, the arbitrator, shall award liquidated damages in the amount of ten thousand dollars ($10,000.00) to the party who paid the costs of the arbitration.
F. At the request of a party, the arbitrator may in his or her discretion order reasonable discovery on a showing of good cause.
G. The parties desire a speedy resolution of any disputes that may arise. To that end, the arbitrator will, on his or her appointment, consult with the parties to discuss a reasonable hearing and, if appropriate, discovery schedule.
H. Unless otherwise agreed by the parties, the arbitration hearings will be conducted in Marion County, Florida.
I. In the event of a dispute over whether particular issues are arbitrable under this agreement, the arbitrator, and not the court, shall determine whether or not the arbitrator has jurisdiction over such issues, and the arbitrator’s decision as to the arbitrator’s jurisdiction over issues will be final and binding.
J. This agreement to arbitrate is intended to be binding on and to inure to the benefit of the parties to this agreement, their principals, successors, assigns, affiliates, partners, employees, parent or subsidiary entities, and to any other parties whose claims or defenses may arise out of or relate to this agreement.
K. The arbitration award shall be in writing, signed by the arbitrator and shall be in the form of a written, reasoned opinion setting forth the arbitrator’s findings of fact and conclusions of law.
L. In any arbitration arising out of this agreement, the prevailing party is entitled to reasonable attorney fees.
M. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
N. If a party fails or refuses to appear or participate in the arbitration, or in any portion of the arbitration, after having been given notice and opportunity to participate as provided in this agreement, the arbitration will proceed and the arbitrator may render a final award on the basis of the evidence presented by the participating party. An award rendered under such circumstances is valid and enforceable as if all parties had participated fully.
21. MISCELLANEOUS. This Agreement constitutes the entire understanding and agreement between Platinum Advisor Marketing Strategies, LLC and the Member with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. This Agreement is governed by and construed in accordance with the laws of the State of Florida, U.S.A, as applied to agreements entered into and wholly performed within Florida between Florida residents. Any action or proceeding arising from or relating to this Agreement that is brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in the County of Marion, State of Florida, U.S.A., and the parties hereby submit to the personal jurisdiction of such courts for purposes of any such action or proceeding. In any action arising from this Agreement, the prevailing party shall be entitled to recover its costs, including expert witness fees, and attorney’s fees from the other party. THIS AGREEMENT SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by Platinum Advisor Marketing Strategies, LLC to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. Platinum Advisor Marketing Strategies, LLC shall not be responsible for any delays, errors, failures to perform, interruptions, or disruptions in the Application caused by any acts of God, strikes, lockouts, riots, acts of war, changes in law or regulations, fire, flood, earthquake, storm, power failure, or failures of the Internet. Any notices from Platinum Advisor Marketing Strategies, LLC under this Agreement that are sent by email, or that are posted in the Application or on Platinum Advisor Marketing Strategies, LLC’s website at www.Platinumadvisormarketing.com (or on a sub-page thereof), shall be deemed given when sent or posted, as applicable.
22. MODIFICATIONS TO TERMS OF USE. Platinum Advisor Marketing Strategies, LLC may modify the terms of use for the Website and Application from time to time in its sole discretion. Platinum Advisor Marketing Strategies, LLC will notify the Member of any such modifications by email, by posting a conspicuous notice in the Application, or otherwise in writing (each, a “Modification Notice”). The Member must contact Platinum Advisor Marketing Strategies, LLC immediately following the Members receipt of a Modification Notice if the Member does not agree to such modifications. By continuing to use the Application or any aspect or component thereof after Platinum Advisor Marketing Strategies, LLC sends or posts (as applicable) a Modification Notice, the Member is agreeing to such modifications.
23. NO UNLAWFUL OR PROHIBITED PURPOSE. As a condition of the Member’s use of the Website and Application, the Member warrant to Platinum Advisor Marketing Strategies, LLC that the Member will not use the Website for any purpose that is unlawful or prohibited by this Agreement or by applicable laws or regulations.
24. PRIVACY AND CONFIDENTIALITY. The Member recognizes that Platinum Advisor Marketing Strategies, LLC has and will have certain proprietary information (collectively, “Information”) which are valuable, special and unique assets of the Member’s business and need to be protected from improper disclosure. In consideration of the Information, Platinum Advisor Marketing Strategies, LLC agrees not at any time or in any manner, either directly or indirectly, to use any Information for Platinum Advisor Marketing Strategies, LLC’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the Member’s prior written consent. Platinum Advisor Marketing Strategies, LLC will protect the Information and treat it as strictly confidential.
While using our Website, we automatically track certain information about the Member. This information may include the URL that the Member just came from, what browser the Member is using and the Member’s IP address. We use the Member’s IP address to help administer our website and to help identify the Member and the Member’s shopping cart. We may ask the Member for information that personally identifies the Member or allows us to contact the Member. Generally, this information is requested when the Member registers for a seminar, requests e-mail newsletters, becomes an affiliate or marketing partner, or purchases Platinum Advisor Marketing Strategies, LLC products and services. Personal information collected by Platinum Advisor Marketing Strategies, LLC may include the Member’s full name, full street address, phone number, email address, and a password. If the Member purchases a product or service, we will request financial information such as credit card number and shipping and billing addresses. When the Member registers, or otherwise gives us personal information, Platinum Advisor Marketing Strategies, LLC will not share that information with any third party without the Member’s permission. Our Website does use cookies. In some cases the cookies are linked to the Member’s personal identifiable information. Cookies are used to simplify functions on our website for our users. The customer’s contact information is used to contact the customer when necessary. Our Website does provide the option to subscribe to periodic optional mailings. Users may opt-out of receiving future optional mailings if they choose. The Website has security measures in place to protect the loss, misuse and alteration of the information under our control.