Terms Of Service
Last Update: January 11, 2013
1. "TERMS OF SERVICE" AGREEMENT
BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. This Agreement is void where its use may be prohibited.
5.LICENSE; NON-COMMERCIAL USE
Subject to Your compliance with the terms and conditions of this Agreement, Paladin grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access and make personal use of the Website in connection with Your use of the Services, and not to save, copy or download (other than page caching) or modify the Website, or any portion of it, except with the express written consent of Paladin in advance. This license does not include any resale or commercial use of the Website or its content; any collection and use of any Registry listings or Advisor profiles; any derivative use of the Website or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Paladin. All rights not expressly granted hereunder are reserved by Paladin. This Agreement grants You no rights in or to the intellectual property of Paladin or any other party. Paladin retains ownership of the Website and Services and all right, title, and interest therein, including without limitation all intellectual property rights therein, and You acknowledge and agree that You are acquiring only a limited right to use the Website and Services as licensed hereunder. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
6. ADVISOR INFORMATION; ADVISOR PASSWORD PROTECTION
In connection with Your use of the Website and Services, You may be required to complete a registration form. You represent and warrant that all user information You provide on the registration form or otherwise in connection with Your use of the Website and Services will be current, complete and accurate. You may also be asked to provide a user name and password in connection with Your use of the Website and Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of any other Website user at any time. You agree to notify Paladin immediately of any unauthorized use of Your account, user name, or password. Paladin will not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by Paladin, its affiliates, officers, directors, owners, employees, consultants, agents, and representatives due to someone else's use of Your account or password.
7. THE WEBSITE DOES NOT PROVIDE FINANCIAL SERVICES OR ADVICE; NOT AN INVESTOR-ADVISOR RELATIONSHIP
Paladin provides the Website for informational purposes only. THE WEBSITE DOES NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, FINANCIAL, LEGAL, TAX, OR INSURANCE ADVICE OR OPINION. Paladin is not a financial, legal, tax or insurance firm, and Paladin does not provide financial, legal, tax or insurance services or render financial, legal, tax or insurance advice. The Website and Services are not a substitute for the advice of qualified financial, legal, tax or insurance professionals, and the information made available on or through the Website and Services should not be relied upon when making financial, legal, tax or insurance decisions. If you require financial, legal, tax or insurance advice or services, You should consult a qualified, licensed, registered financial, legal, tax or insurance professional. YOUR USE OF THE WEBSITE DOES NOT CREATE AN INVESTOR-ADVISOR RELATIONSHIP BETWEEN YOU AND PALADIN.
8.THIRD-PARTY SERVICES & CONTENT
"Third-Party Service" is any product or service made available by third-parties (including, without limitation, Advisors) on, through, by means of, or in connection with the Website and its Services. "Third-Party Content" is any opinion, advice, claim or other information (such as investment track records, articles, market environment reports, newsletters, etc.) made available by third-parties (including, without limitation, Advisors) on, through, by means of, or in connection with the Website and its Services. Third-Party Services and Third-Party Content should not necessarily be relied on, and You hereby acknowledge and agree that it is your sole responsibility to determine the accuracy, reliability, completeness and usefulness of any Third-Party Services and/or Third-Party Content. Third-Party Services and Third-Party Content are the sole responsibility of the third-party service and/or content provider. PALADIN DOES NOT: (I) REPRESENT, WARRANT, OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY THIRD-PARTY SERVICE OR THIRD-PARTY CONTENT; OR (II) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY ADVISOR, INVESTOR, THIRD-PARTY SERVICE OR THIRD-PARTY CONTENT. UNDER NO CIRCUMSTANCES WILL PALADIN BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON ANY THIRD-PARTY SERVICE OR THIRD-PARTY CONTENT MADE AVAILABLE ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE OR SERVICES. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING ANY THIRD-PARTY SERVICE OR THIRD-PARTY CONTENT MADE AVAILABLE ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE OR SERVICES
9. RELATIONSHIP AND OBLIGATION OF PARTIES
You acknowledge and agree that Investors and Advisors enter contracts directly with one other to obtain or provide financial advice. services, and products. Paladin is not a party to any contract between Investors and Advisors for financial advice, services, and products, and is not involved in the contracting between Investors and Advisors. All rights and obligations for financial advice, services, and products are solely between Investors and Advisors. PALADIN HAS NO CONTROL OVER AND DOES NOT REPRESENT, WARRANT, OR GUARANTEE THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, SAFETY, OR LEGALITY OF THE REQUESTED OR ADVERTISED ADVICE, SERVICES, OR PRODUCTS, OR THE ABILITY OF ADVISORS TO DELIVER HIGH QUALITY ADVICE, SERVICES, PRODUCTS, ETHICAL ADVICE, COMPETITIVE RESULTS, OR THE ABILITY OF INVESTORS TO PAY FOR SERVICES, OR THAT AN INVESTOR OR ADVISOR WILL ENTER AN INVESTOR-ADVISOR RELATIONSHIP. Each Investor and Advisor must look solely to the other for the enforcement and performance of all their rights and obligations for financial advice, services, or products, and any other terms, conditions, representations, or warranties associated with such dealings.
10. ABOUT FINANCIAL ADVISORS
A. Advisor Screening
To be profiled on the Registry website, all Advisors must have five years of financial services experience, clean compliance records for the past five years, and score in the 90th percentile or higher in Paladin's due diligence process. Paladin pre-screens all prospective Advisors to determine if they meet the aforementioned criteria. Advisors are screened at the time they are initially admitted to the Registry. Advisor information, received at the time of registration, may change or expire over time. It is the Advisors responsibility to update their Registry documents for additions, changes, and deletions. While Paladin attempts to maintain accurate and up-to-date information, and may record changes when notified, Paladin screens Advisors solely at the time an Advisor registers with the Registry for the first time. Paladin does not, and cannot, exhaustively monitor each Advisor, and Paladin cannot guarantee that Advisor information is accurate and up-to-date. Further, You acknowledge and understand that an Advisor may be admitted to the Registry and thereafter provide unethical, fraudulent, or misleading advice. PALADIN'S SCREENING PROCESS HAS NO BEARING ON THE FUTURE ADVICE, SERVICES OR RESULTS OF AN ADVISOR. INCLUSION IN THE REGISTRY DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, TESTIMONIAL, OR FAVORING BY PALADIN OF ANY ADVISOR, NOR CONSTITUTE A CLAIM, WHETHER EXPLICIT OR IMPLICIT, BY PALADIN THAT AN ADVISOR'S QUALIFICATIONS, PRODUCTS, SERVICES, OPINIONS, ADVICE, OR CLAIMS ARE SUPERIOR, REPUTABLE, HONEST, ETHICAL, COMPETENT OR WILL RESULT IN EXCEPTIONAL FINANCIAL RETURNS.
B. Background Checks; Business Practices; Advisor Data Certifications
As part of their participation in the Registry, Advisors may elect to undergo a background check that is conducted by Paladin and third parties. In such cases, Paladin will use commercially reasonable efforts to verify Advisor information that impacts credentials and ethics with federal and state agencies, e.g. the Securities Exchange Commission (SEC), Financial Industry Regulatory Authority (FINRA), and state commissioners (securities and insurance), educational institutions, associations that issue certifications, other third party sources, for example Google, and via third party service providers. Paladin reviews are subject to the availability of public advisor data. PALADIN CANNOT REPRESENT, WARRANT, OR GUARANTEE THE ACCURACY, RELIABILITY, QUALITY, OR CURRENCY OF THE INFORMATION RECEIVED FROM FEDERAL, STATE, OR PRIVATE AGENCIES, EDUCATIONAL INSTITUTIONS, OTHER THIRD PARTY SOURCES, AND THIRD PARTY SERVICE PROVIDERS. Background checks and certifications are point-in-time measurements. Advisor information is subject to change over time and the changes may not be reflected in the advisor's most recent Paladin Findings Report. Criminal checks may be limited to a period extending seven years or less from the date of the background check and compliance disclosures may be limited to a period of five years or less. Paladin background checks and Findings Reports are for information purposes only. You use the information to make decisions to select, retain, and terminate particular financial advisors. The information in a Findings Reports does not constitute a recommendation to select, retain, or terminate particular financial planners or financial advisors. Nor, is the Findings Report intended to act as a testimonial or recommendation to select a particular advisor. You are solely responsible for the decisions you make when You use the information in the Findings Report to make decisions that impact your selection and retention of sales representatives, financial planners, financial advisors, financial consultants, and money managers. Advisor information verified at the time the review process is conducted may change and expire over time. While Paladin attempts to maintain accurate and up-to-date information, and may confirm changes when notified, Paladin conducts background checks on a one-time basis, with optional annual reviews, during or after registration. Paladin does not, and cannot, exhaustively monitor each Advisor, and Paladin cannot guarantee Advisor information is accurate and up-to-date. Further, you acknowledge and understand it is Your responsibility to require Advisors to certify the accuracy of their information during Your selection process. Further, You acknowledge and understand that an Advisor may be pre-screened, profiled in the Registry, and complete a background check, and thereafter provide unethical, fraudulent, or misleading advice or services. PALADIN'S BACKGROUND CHECK AND BUSINESS PRACTICE REVIEW PROCESSES HAVE NO BEARING ON THE FUTURE ADVICE, SERVICES, OR RESULTS OF AN ADVISOR. A SUCCESSFUL BACKGROUND CHECK OR BUSINESS PRACTICES REVIEW DOES NOT CONSITUTE AN ENDORSEMENT, RECOMMENDATION, TESTIMONIAL, OR FAVORING BY PALADIN OF ANY ADVISOR AND DOES NOT CONSTITUTE A CLAIM, WHETHER EXPLICIT OR IMPLICIT, BY PALADIN THAT AN ADVISOR'S QUALIFICATIONS, PRODUCTS, SERVICES, OPINIONS, ADVICE, OR CLAIMS ARE SUPERIOR, REPUTABLE, HONEST, ETHICAL, COMPETENT, OR WILL RESULT IN EXCEPTIONAL FINANCIAL RETURNS.
C. Advisor Reports and Profiles
Advisors are required to maintain professional profiles, which may contain certain personal information such as education, professional qualifications and certifications, business practices, and services. EXCEPT AS SET FORTH ABOVE, PALADIN DOES NOT VALIDATE THE ACCURACY OF INFORMATION OR REPRESENTATIONS CONTAINED ON ADVISOR PROFILES UNLESS PALADIN'S CERTIFICATION SERVICE HAS CONDUCTED A BACKGROUND CHECK WHICH IS LIMITED TO THE ADVISOR'S CREDENTIALS AND ETHICS.
D. 5 Star Score; Disclaimer
5 STARS IS A SCORE THAT IS PRODUCED BY A PROPRIETARY PALADIN ALGORITHM THAT RATES THE RELATIVE QUALITY OF ADVISOR CREDENTIALS (EXPERIENCE, EDUCATION, CERTIFICATIONS), ETHICS (COMPLIANCE RECORD, FIDUCIARY STATUS), BUSINESS PRACTICES (METHOD OF PAYMENT, REPORTING), AND SERVICES. ADVISORS MUST SCORE IN THE 90TH PERCENTILE OR HIGHER TO RECEIVE THE FIVE STAR RATING. A FIVE STAR RATING IS NOT AN INDUSTRY CERTIFICATION, DESIGNATION, OR ACCREDITATION. A FIVE STAR SCORE DOES NOT CONSTITUTE AN ADVISOR TRACK RECORD FOR INVESTMENT PERFORMANCE. A FIVE STAR SCORE DO NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, TESTIMONIAL, AWARD, OR FAVORING BY PALADIN. A FIVE STAR SCORE INDICATES AN ADVISOR HAS PROVIDED REQUIRED INFORMATION TO PALADIN AND SCORED HIGH ENOUGH TO RECEIVE THE FIVE STAR RATING. ADVISORS WHO ARE PROFILED IN THE REGISTRY HAVE A RANGE OF QUALIFICATIONS. A REGISTRY PROFILE AND FIVE STAR SCORE HAVE NO BEARING ON THE FUTURE ADVICE, SERVICES OR RESULTS OF AN ADVISOR. A REGISTRY PROFILE AND FIVE STAR SCORE DO NOT CONSTITUTE A CLAIM, WHETHER EXPLICIT OR IMPLICIT, BY PALADIN THAT AN ADVISOR'S QUALIFICATIONS, PRODUCTS, SERVICES, OPINIONS, ADVICE, OR CLAIMS ARE SUPERIOR, REPUTABLE, HONEST, ETHICAL, COMPETENT OR WILL PRODUCE EXCEPTIONAL FINANCIAL RETURNS.
E. Certification Versus Certified
CFP(r) is a certification or designation that signifies an advisor has taken various courses and passed an examination that measures his knowledge of the information in the courses. Adding the letters of a certification (CFP) after an advisor's name indicates he is a current holder of that certification. A 5 Star Paladin rating is not a certification or a designation. There is no associated course material or examination. 5 stars is a score that is based on Paladin's review of an advisors credentials (education, experience, certifications), ethics (compliance record), and business practices (methods of compensation). An advisor must score in the 90th percentile or higher to achieve a 5 star quality rating. The minimum score for admission to Paladin's Registry is 5 stars.
F. 5 Star Certified; Disclaimer
Some advisors who are profiled in the Registry have voluntarily used a Paladin service to validate the accuracy of information they provide investors that documents their credentials and ethics. Advisors who are profiled in the Registry have the option of using Paladin's Background Checking Service (Financial Advisor Due Diligence; FADD). Advisors who successfully complete the background checking service receive a 5 Star Certified medallion that indicates they have completed the FADD Certifiication process. Paladin's certification of the accuracy of Advisor data is not an official industry certification, designation, or accreditation. ADVISORS WHO ARE FADD CERTIFIED WILL HAVE A RANGE OF QUALIFICATIONS. PALADIN'S CERTIFICATION PROCESS HAS NO BEARING ON THE FUTURE ADVICE, SERVICES, OR RESULTS OF AN ADVISOR. RECEIPT OF THE FADD CERTIFICATION DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, TESTIMONIAL, OR FAVORING BY PALADIN OF ANY ADVISOR AND DOES NOT CONSTITUTE A CLAIM, WHETHER EXPLICIT OR IMPLICIT, BY PALADIN THAT AN ADVISOR'S QUALIFICATIONS, PRODUCTS, SERVICES, OPINIONS, ADVICE, OR CLAIMS ARE SUPERIOR, REPUTABLE, HONEST, ETHICAL, COMPETENT, OR WILL RESULT IN EXCEPTIONAL FINANCIAL RETURNS.
G. Recommendation; Testimonial; Endorsement
Advisors may place Paladin-provided icons, links, or medallions (including "5 Star", "5 Star Certified", "FADD", and "FADD Certified") on their websites or marketing collateral material linking, or otherwise directing, persons to Paladin's website. ANY PALADIN ICON, LINK, OR MEDALLION DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, TESTIMONIAL, OR FAVORING BY PALADIN OF ANY ADVISOR AND DOES NOT CONSTITUTE A CLAIM, WHETHER EXPLICIT OR IMPLICIT, BY PALADIN THAT AN ADVISOR'S QUALIFICATIONS, PRODUCTS, SERVICES, OPINIONS, ADVICE, OR CLAIMS ARE SUPERIOR, REPUTABLE, HONEST, ETHICAL, COMPETENT OR WILL RESULT IN EXCEPTIONAL FINANCIAL RETURNS.
H. Advisor Compliance Records
A small percentage of Advisors who are profiled on Paladin's Website may have one or more complaints on their federal and state compliance records. Paladin may evaluate such complaints, and in the event that Paladin determines, in its sole discretion, that the complaint does not represent a future risk to Investor, Advisor may be admitted to the Registry with or without disclosure of such complaint on the Advisor's Registry profile. Advisors may be subject to a complaint while they are profiled in the Registry. Paladin does not require advisors to disclose complaints that are pending because a high percentage of complaints are withdrawn or rejected by an arbitration board. The advisor is placed on a Watch List when Paladin becomes aware of the complaint. The advisor remains on the Watch List until the complaint is resolved. Paladin reviews the resolution and determines if the complaint and resolution represent a breach of ethics by the advisor or a future risk to investors. Based on the seriousness of the complaint, the advisor may remain in the Registry with a disclosure or be removed from the Registry.
I. Terminated Advisors
An Advisor may be removed from Paladin's Registry voluntarily or involuntarily at any time without notice to You. After an Advisor is removed from the Paladin Registry, such Advisor may continue to act as your financial advisor and/or display a Registry icon on his or her website or online marketing materials. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER AN ADVISOR IS CURRENTLY PROFILED IN THE PALADIN REGISTRY. You can obtain this information by phoning (916) 253-3334 (CA) or by emailing: info@PaladinRegistry.com.
J. Independent Investigation
PRIOR TO HIRING AN ADVISOR, SIGNING A CONTRACT, PURCHASING AN ADVISOR'S PRODUCTS OR SERVICES, OR FOLLOWING THE OPINIONS, ADVICE OR RECOMMENDATIONS OF AN ADVISOR, YOU HEREBY AGREE THAT YOU SHALL THOROUGHLY INVESTIGATE: (A) THE PROFESSIONAL QUALIFICATIONS AND BACKGROUND OF THE ADVISOR; (B) THE ADVISOR'S ADV AND COMPLIANCE RECORDS AT, AMONG OTHER PLACES, WWW.FINRA.ORG, WWW.SEC.GOV, AND APPLICABLE STATE AGENCIES; (C) THE ADVISOR'S PRODUCTS AND SERVICES; AND/OR (D) THE OPINIONS, ADVICE, CLAIMS, RECOMMENDATIONS, AND OTHER INFORMATION OF, OR PROVIDED BY, THE ADVISOR.
11. INVESTORS; INVESTOR SERVICES
A. Information Provided by Investors
To use certain Website services, Investors may have to provide to Paladin certain personal information (such as name, telephone number, email address and zip code), and specific details pertaining to Investors' financial requirements and characteristics. Paladin relies on Investors to provide truthful and accurate information, and Paladin does not, and cannot, exhaustively investigate Investor information. Accordingly, Paladin must assume that Investor information is truthful and accurate. PALADIN DOES NOT REPRESENT, WARRANT, OR GUARANTEE THE ACCURACY, RELIABILITY, QUALITY OR CURRENCY OF INFORMATION PROVIDED BY INVESTORS ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE AND SERVICES.
B. Disclosure of Investor Information
Paladin is a referral network designed to connect Investors with pre-screened Advisors. In order to facilitate potential investor-advisor relationships between Investors and Advisors, certain personal information provided by Investors must be disclosed to Advisors. If You are an Investor, You expressly consent to the disclosure of information you provided to Paladin to Advisors. Further, You expressly consent to be contacted by Advisors via the contact information that You provide.
C. Self Search, State Search Geographical Match Process
Investors who search for Advisors via the"Self Search" or "State Search" functions are returned Advisor search results based on those Advisors' geographical proximity to Investor. THE ORDER OF THE ADVISOR SEARCH RESULTS DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, TESTIMONIAL, OR FAVORING BY PALADIN OF ANY PARTICULAR ADVISOR.
D. Personal Search Rotational Match Process
Investors who search for Advisors via Paladin's match service should be connected to Advisors who: (i) meet the Investor's service requirements; (ii) meet the Advisor's minimum asset requirements; and (iii) are in close geographical proximity to the Investor. All Investor and Advisor characteristics considered equal, the Website search engine uses a rotational system to match Investors to Advisors who have gone the longest amount of time without being matched to an Investor. ADVISOR/INVESTOR MATCHES DO NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, TESTIMONIAL, OR FAVORING BY PALADIN OF ANY ADVISOR.
E. Search Consultants
For Investors utilizing the Paladin Match Service, Paladin provides search consultants at no charge to help Investors find pre-screened Advisors in their communities. Search consultants use the same criteria as described in Section 11(d), above, to match Investors to Advisors. SEARCH CONSULTANTS DO NOT ENDORSE, RECOMMEND, PROVIDE TESTIMONIALS, OR FAVOR ANY ADVISOR. INVESTORS ARE SOLELY RESPONSIBLE FOR THOROUGHLY INVESTIGATING AND SELECTING ADVISORS.
F. Current Advisor Relationships
Paladin does not recommend that You retain, replace, or terminate Your current advisor or planner, if any. The decision whether to select, retain, terminate or replace a current advisor or planner rests solely with You.
G. Financial Custodians; Disclaimer
Custodians are financial institutions responsible for holding and safeguarding Investors' assets. If You elect to use the services of financial planners, financial advisors, financial consultants, money managers, or other financial professionals, Paladin strongly recommends that You custodialize Your assets with a nationally known, brand name, well-capitalized company that is widely recognized for providing safe, high quality custodial services. UNDER NO CIRCUMSTANCES WILL PALADIN BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR USE OF A PARTICULAR CUSTODIAN OR YOUR FAILURE TO USE THE SERVICES OF A QUALITY CUSTODIAN.
12. INDEPENDENT SERVICES; PALADIN COMPENSATION
There is no partnership, joint venture or employee-employer relationship between Paladin and Advisors. Advisors do not have equity interests, or other interests, in Paladin. Paladin does not receive any compensation from Advisors for, or in the form of, Investor-generated revenues. The Website and Services are provided free to Investors. Advisors pay fixed monthly service fees, from $25 to $275, to Paladin based on their service levels. Advisors may select a Platinum membership in which case they pay higher monthly dues to receive an increased number of referrals, which referrals may exceed the number of referrals received by comparable Advisors who do not select a Platinum level membership.
13. CONSENT TO RECEIVE EMAIL FROM PALADIN
By using the Website and Services, you thereby consent to receive periodic email communications from Paladin regarding Searches, Services, Surveys, and other matters.
14. THIRD-PARTY WEBSITES
The Website is linked with the websites of third parties ("Third-Party Websites"), some of whom may have established relationships with Paladin and some of whom may not. Paladin does not have control over the content and performance of Third-Party Websites. PALADIN HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, PALADIN DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION, MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. PALADIN DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
15. USER CONTENT
"User Content" is any content, materials or information, not including personal information, that You upload or post to, or transmit, display, perform or distribute by means of the Website, whether in connection with Your use of Services or otherwise. YOU HEREBY GRANT PALADIN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "PALADIN PARTIES") A PERPETUAL, FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, IRREVOCABLE, ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT, TRANSLATE, REFORMAT AND OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY. YOU FURTHER AGREE THAT THE PALADIN PARTIES MAY PUBLISH OR OTHERWISE DISCLOSE YOUR NAME AND/OR ANY USER NAME OF YOURS IN CONNECTION WITH THEIR EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY THE PALADIN PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION ANY CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY. YOU WILL NOT BE COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the Paladin Parties under this section.
16. OBJECTIONABLE CONTENT
You represent and warrant that you shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) glamorize the use of hard core illegal substances and drugs; (g) violate any provision of this Agreement or any other Paladin agreement or policy; or (h) are generally offensive or in bad taste, as determined by Paladin (collectively, "Objectionable Content"). PALADIN DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, Paladin reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. Paladin, in its sole discretion, may delete any Objectionable Content from its servers. Paladin intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
17. PROHIBITED USES
Paladin imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) "stalk" or otherwise harass any person, or contact any person who has requested not to be contacted; (b) provide false, misleading or inaccurate information to Paladin or any other Website user; (c) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (d) create more than one unique Advisor profile; (e) harvest or otherwise collect information about Paladin users, including email addresses and phone numbers; (f) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (g) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (h) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (i) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (j) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (k) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (l) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Paladin Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.
18. INTELLECTUAL PROPERTY
A. Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third-party's copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. YOU BARE THE SOLE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS.
"Paladin Registry," "Paladin Investors," "Paladin Registry Advisor," "Paladin Registry Honor Roll," "PaladinRegistry," "Paladin Registry Fiduciary Advisor," "PaladinInvestors.com," "Paladin Investor Resources," "Paladin Principles," "Find Financial Advisors", "theInvestment", "theFinancial," "Investor Watchdog", PersonalFinanceInstitute.com, and "Who's Watching Your Money" (collectively, the "Paladin Marks") are trademarks or registered trademarks of Paladin Internet Properties, Inc. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the Paladin Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the Paladin Marks generated as a result of Your use of the Website and Services will inure to the benefit of Paladin Internet Properties, Inc., and You agree to assign, and hereby do assign, all such goodwill to Paladin Internet Properties, Inc. You shall not at any time, nor shall You assist others to, challenge Paladin Internet Properties, Inc's right, title, or interest in or to, or the validity of, the Paladin Marks.
C. Copyrighted Materials; Copyright Notice
All content and other materials available through the Website and Services, including without limitation the design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by Paladin Internet Properties, Inc. or are the property of Paladin's licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2009 to the present, Paladin Internet Properties, Inc. ALL RIGHTS RESERVED.
D. DMCA Policy
As Paladin asks others to respect Paladin's intellectual property rights, Paladin respects the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Paladin to delete, edit, or disable the material in question, you must provide Paladin with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Paladin to locate the material; (d) information reasonably sufficient to permit Paladin to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Paladin's designated agent at: Email Copyright Agent: firstname.lastname@example.org
19. DISCLAIMERS; LIMITATION OF LIABILITY
A. NO WARRANTIES.
PALADIN, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PALADIN, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING OR ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PALADIN NOR ITS LICENSORS OR SUPPLIERS WARRANTS: (I) THAT THE WEBSITE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THAT THE OPERATION OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) THAT INFORMATION MADE AVAILABLE ON, THROUGH, BY MEANS OF, OR IN CONNECTION WITH THE WEBSITE OR SERVICES IS ACCURATE, COMPLETE OR TIMELY; AND (IV) ADVISORS, THIRD-PARTY SERVICES, OR THIRD-PARTY CONTENT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
B. YOUR RESPONSIBILITY FOR LOSS OR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD PALADIN OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY FINANCIAL LOSS OR DAMAGE TO YOUR COMPUTERS OR DATA. THE WEBSITE AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
C. LIMITATION OF LIABILITY
THE LIABILITY OF PALADIN AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PALADIN OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO PALADIN OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF PALADIN AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO PALADIN DURING THE SIX MONTHS PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY, OR $50.00, WHICHEVER IS GREATER. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN PALADIN AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND PALADIN OR BETWEEN YOU AND ANY OF PALADIN'S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. PALADIN'S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
20. REPRESENTATIONS AND WARRANTIES
Without limiting any other provision of this Agreement, You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other Paladin policies, and with any applicable laws or regulations.
B. Financial Advisors
If You are an advisor, without limiting any other provision of this Agreement, You specifically represent and warrant that: (i) Your products, services, opinions, advice, or claims will not fall below the standard of care reasonably expected of a fellow member of Your industry or profession; (ii) You will not provide Paladin and/or any Investor any incomplete, inaccurate, misleading, exaggerated, or false information; (iii) You will not omit any information that Investors should reasonably expect from You, and (iv) You will provide Paladin and/or any Investor with a full disclosure of information, credentials, education, experience, work history, compliance background, criminal convictions, conflicts of interest, litigation history, and other relevant information.
21. INDEMNITY BY YOU
You agree to defend, indemnify and hold harmless Paladin and its officers, directors, employees, agents, affiliates, representatives, sub-licensees, successors, assigns, and Industry Professionals (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to Paladin or any of the Indemnified Parties of information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation. The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
22. GOVERNING LAW; JURISDICTION AND VENUE
The Website, Services, and this Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in Sacramento, California and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
A. Requirement of Arbitration.
You agree that any dispute, of any nature whatsoever, between You and Paladin arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of JAMS in Sacramento, California (unless You and Paladin mutually agree to a different arbitrator) who shall render an award in accordance with JAMS' Streamlined Arbitration Rules and Procedures and the substantive laws of California. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the JAMS' fee and reasonable attorney's fees) to the prevailing party.
B. Remedies in Aid of Arbitration; Equitable Relief.
This agreement to arbitrate will not preclude You or Paladin from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or Paladin from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING EQUITABLE RELIEF WILL BE THE FEDERAL AND STATE COURTS LOCATED IN SACRAMENTO, CALIFORNIA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
A. By Paladin
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, PALADIN RESERVES THE RIGHT TO, IN PALADIN'S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
B. Automatic Termination Upon Breach By You
This Agreement shall automatically terminate in the event that You breach any of this Agreement's representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by Paladin.
C. By You
You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to Paladin notice of Your intention to do so, in the manner required by this Agreement.
D. Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, Paladin may, but has no obligation to, in Paladin's sole discretion, rescind any services, and/or delete from Paladin's systems all Your Personal Information and any other files or information that You made available to Paladin or that otherwise relate to Your use of the Website or Services. Subsequent to termination, Paladin reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.
E. Legal Action
If Paladin, in Paladin's discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, Paladin will be entitled to recover from You as part of such legal action, and You agree to pay, Paladin's reasonable costs and attorneys' fees incurred as a result of such legal action. The Paladin Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1-4, 6-11, 14-22, 24-25 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation, if applicable, to pay any dues or fees owed Paladin.
All notices required or permitted to be given under this Agreement must be in writing. Paladin shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Paladin. You agree that any notice received from Paladin electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH PALADIN IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY PALADIN OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Paladin Registry by means of fax at: 916-404-5566; or U.S. mail, postage paid, to 395 S. Highway 65, A-275, Lincoln, CA 95648.
This Agreement constitutes the entire agreement between Paladin and You concerning Your use of the Website and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of Paladin or by the unilateral amendment of this Agreement by Paladin and by the posting by Paladin of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of Paladin. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and Paladin are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the Paladin Parties and the Indemnified Parties as and to the extent set forth in Sections 15, 17, 21 and 23(e), and Paladin's licensors and suppliers as and to the extent expressly set forth in Section 19, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to Paladin and Paladin's licensors and suppliers, and would therefore entitle Paladin or Paladin's licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement. The phrases and terms "background check", "validation", and "certification" are used on this website and in this agreement for convenience only and shall not limit, expand, modify or aid in the interpretation of this agreement.