AgentRisk Overlay Terms of Use

Effective Date: December 6th, 2019

Purpose

Jon V, Inc. ("AgentRisk," "we," or "us") offers automated portfolio management recommendation services, all managed by Artificial Intelligence (A.I).

AgentRisk operates and maintains the website overlay.agentrisk.com (the "site"). Each time you access, view or use the site, you agree to be bound by these Terms of Use (also referred to as “Terms” or “Terms and Conditions”), which may be amended from time to time. Your access to our site is also subject to the terms, conditions, and disclaimers appearing on the site and all applicable laws.

Please review carefully all of the site’s Terms of Use before agreeing to them and accessing the site

Minimum Age

AgentRisk is not intended for those under the age of 18.

You must be 18 years of age or older to use the site. Any access to or use of AgentRisk by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms of Use. You represent and warrant that you are 18 years of age or older and are fully able and competent to enter into, and abide by, the contract created by the Terms of Use.

Registration

When you register, you agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your Login ID allows you to access certain portions of the site. That Login ID and password, together with your e­mail address and any telephone number or other contact information you provide form your "Registration Information."

By providing us with your e­mail address, you agree to receive all required notices electronically, to that e­mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided by e­mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser.

If you become aware of any unauthorized use of your Registration Information, you agree to notify AgentRisk immediately at Customer Service, at support@agentrisk.com.

Alerts, Notifications and Service Communications

By registering , you automatically sign up for various types of alerts via email and mobile notification. Anyone with access to your email or mobile device will be able to view these alerts.

You may unsubscribe from marketing oriented emails at any time.

Restrictions

When using the site, you must comply with all applicable laws, including without limitation, the rules and regulations of the U.S. Securities and Exchange Commission, any applicable foreign or domestic regulatory body, national or other securities exchanges, including rules against making false or misleading statements to manipulate the price of a security.

You will not, and will not permit anyone else to:
(a) store, copy, modify, distribute, or resell any of the information or compile or collect any information as part of a database or other work;
(b) use any automated tool (e.g., robots, spiders) to use the site, copy, modify, distribute, or resell any information;
(c) rent, lease, or sub­license your access to the site to another person;
(d) use the site or information for any purpose except for your own personal use;
(e) circumvent or disable any digital rights management, usage rules, or other security features of the site;
(f) use the site in a manner that threatens its integrity, performance, or availability; or
(g) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the site or information.

Site for Information Only

You may view the information posted on the sites for informational purposes only. No part of this information may be redistributed, copied, re­purposed or reproduced in any form without our prior written consent. The information contained in the sites is subject to change without notice.

The information posted on the sites:
(i) is not, and should not be deemed, an offer to sell, or a solicitation of an offer to buy any securities or other investments in any jurisdiction;
(ii) should not be used by others in connection with any sale, offer for sale or solicitation of an offer to buy securities or any other investments, and
(iii) is not a recommendation or opinion for you to participate in any transaction.

Nothing on this site is intended to be, and you should not consider anything on this site to be, investment, accounting, tax or legal advice. You should consult an attorney or tax professional regarding your specific legal or tax situation.

AgentRisk only provides its portfolio management services to those users ("Clients") who have separately agreed a specific investment management agreement with AgentRisk ("Client Agreement") that governs the specific terms and conditions of such services.

An investment professional's access to or use of the site is not an endorsement of that investment professional by us or a guarantee of that investment professional's identity, quality, pricing or availability.

At its sole discretion AgentRisk may discontinue or change any product or service described on this site at any time.

Limitations of Information Provided

The information available on the sites may not be timely, accurate or complete and should not be relied upon for making any decisions. Prices used to value individual positions are updated daily and not intra­day.

The site will contain opinions concerning companies, products/services, securities, portfolios of securities, transactions and investment strategies. However, they are solely the opinions of their author to the extent they are provided by third parties. We reserve the right to delete content in our sole and absolute discretion, and our review of any such information is limited to regulatory purposes before or after it is posted. We do not guarantee that we will do so in response to a request for such review or otherwise. We do request, however, that if you believe that any information posted on the sites contains misappropriated content, or is otherwise in violation of any law, rule or regulation, that you notify our Customer Service at support@agentrisk.com

Any performance information presented on the site is historical and is not indicative of future results.

Not all of the products or services described on the site are available to all Users nor in all areas of the United States and/or you may not be eligible for them. We reserve the right to determine eligibility.

Links to Third-Party Websites

This website may contain links to third-party websites. Any links to such third-party websites are provided solely as a convenience to you and not as an endorsement by AgentRisk of the content on such third-party websites, or any affiliation or association with its operators. AgentRisk is not responsible for the content of linked third-party websites, including, without limitation, any link contained in a linked websites, or any changes or updates to a linked websites, and do not make any representations regarding the information, services, products or accuracy of any material contained on such third-party websites.

No AgentRisk Warranties

We may at any time without prior notice change or update the layout, design, scope or features of the site. Changing or updating the site may lead to interruptions or unavailability. The availability, quality and functionality of the site depends on various factors, including software, hardware, communication networks, which are provided by third parties, at their responsibility. These factors are not fault-free. We do not warrant that the site will operate without disruptions, errors or interruptions, or that it will be accessible We will endeavor to make the site available to you at all times. However, we cannot guarantee that the site will always work properly without interruptions or disruptions.

The site and the information contained on the site or accessed through the site are provided "AS­ IS" and "AS AVAILABLE" and all warranties, express or implied, are disclaimed, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non­infringement. AgentRisk and participants assume no obligation, and disclaims any duty, to update the information.

AGENTRISK MAKES NO WARRANTIES REGARDING THE TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY OR ADEQUACY OF THE INFORMATION, SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS CONTAINED ON THE SITES.

AGENTRISK DOES NOT WARRANT THAT THE SITES WILL OPERATE ERROR FREE, THAT THE SITES WILL CALCULATE MATHEMATICAL AND/OR FINANCIAL CALCULATIONS CORRECTLY, THAT THE SITES WILL OPERATE FREE OF "BLACK OUT" PERIODS, OR THAT THE SITES AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ITEMS.

THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITES REMAINS WITH YOU.

Limitation of AgentRisk Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENTRISK OR ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COSTS ASSOCIATED WITH RECREATING LOST DATA, THE COST OF ANY SUBSTITUTE PROGRAM OR OTHER PECUNIARY LOSS), WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SITE OR THE INFORMATION, WHETHER RESULTING FROM IMPAIRED OR LOST DATA, OR ANY OTHER CAUSE, EVEN IF AGENTRISK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AGENTRISK SHALL NOT BE LIABLE FOR ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES OF ANY BROKER OR CUSTODIAL COMPANY.

THE INFORMATION AVAILABLE OR OBTAINED THROUGH THE SITE MAY BE SUBJECT TO ADDITIONAL DISCLAIMERS AND LIMITATIONS CONTAINED THEREIN.

Participant Conduct

You understand that all information, whether publicly posted or privately transmitted, is the sole responsibility of the participant from whom such information originated. This means that you, and not us, are entirely responsible for all information that you upload, post, email, transmit or otherwise make available to us, the sites or other participants.

You agree to not use the sites to:
a. upload, post, email, transmit or otherwise make available any information that is unlawful, harmful,
b. impersonate any person or entity
c. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; host, or falsely state or otherwise misrepresent your affiliation with a person or entity; transmitted by you;
d. upload, post, email, transmit or otherwise make available any information that infringes any patent,
e. upload, post, email, transmit or otherwise make available any material that contains software viruses
f. intentionally or unintentionally violate any applicable local, state, national or international law, right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); trademark, trade secret, copyright or other proprietary rights of any party; or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.

You acknowledge the following:
(i) we do not pre-­screen or review participant­ submitted information (except for Portfolio Manager­ submitted or other third­ party content for regulatory purposes where applicable), but that we and our designees shall have the right (but not the obligation) in our and their sole discretion to pre­-screen, refuse, move or remove any such information,
(ii) we may monitor and record activity on the sites for any reason or for no reason,
(iii) we may investigate any complaint or reported violation of our policies, and
(iv) we may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate.

Your Indemnification of AgentRisk

You agree to indemnify, defend and hold us harmless from and against any and all claims, actions, liabilities, losses, costs, damages or suits (including, but not limited to, attorneys' fees) caused by or arising from your improper use of the site, information provided to us by you, your violation of any Terms and Conditions, or your or any user of your account ́s infringement of any intellectual property or other rights of any person or entity.

Submissions

You may choose to submit content to us. By doing so, you are licensing to AgentRisk and its affiliates any information, data, materials or other content (collectively, "Content") you provide through or to the sites. By submitting Content, you agree that you are the owner of such Content, have the right to submit such Content, and that, without any particular time limit, and without the payment of any fees, AgentRisk may use, modify, display, distribute and create new material using such Content.

We shall have no duty of confidentiality regarding personal or other information submitted by you for posting on the sites. We shall act as provided in our Privacy Policy, or as otherwise required by law, with respect to the disclosure of personal information (e.g., name, address, email) submitted to us by other means.

We expressly disclaim any and all responsibility for reviewing and/or evaluating any and all information submitted to us as part of a web posting, and participants acknowledge and agree that such information may be posted to the sites by us at any time after submission.

Provide Accurate Information

You, the end user, agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other websites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.

Proprietary Rights

You are permitted to use content delivered to you through the service only on the service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the service technology.

Protection and Verification of Personal Financial Information

Use of the site may involve electronic transmission of personal financial information, and the use of the site is your consent to the transmission of such information. By accessing the site your consent becomes effective and remains in effect at all times while the site is in use by you. Please refer to AgentRisk's Privacy Policy for additional information regarding your privacy.

You are responsible for reviewing all account statements which you receive in order to verify the accuracy of the AgentRisk account information provided to you in the statement and the transaction(s) entered into through the site. AgentRisk recommends that you verify the accuracy of any monthly, quarterly and annual statements you receive immediately upon receiving them.

Furthermore, you are also responsible for promptly notifying AgentRisk of any errors or inaccuracies relating to information contained in or omitted from your account statement, including errors or inaccuracies arising from the transaction(s) requested or conducted through this website. Any and all transactions are subject to all of the requirements, restrictions and fees set forth in these Terms and Conditions and the Client Agreement and any other agreements, if any exists.

Choice of Law; Jurisdiction, Unenforeability

Your access to and use of this website and these terms are governed by and will be construed in accordance with the laws of the State of Nevada, U.S.A.

ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND AGENTRISK REGARDING THESE TERMS OR THE USE OF THE SITE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SETTLED THROUGH BINDING ARBITRATION (RATHER THAN IN COURT) BY TELEPHONE, ONLINE OR BASED SOLELY UPON WRITTEN SUBMISSIONS WITHOUT IN-PERSON APPEARANCE, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA), UNDER ITS CONSUMER ARBITRATION RULES (WHICH ARE AVAILABLE AT WWW.ADR.ORG).

JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

HOWEVER, YOU MAY LODGE CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIM QUALIFIES.

THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THESE TERMS.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

PAYMENT OF FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA'S CONSUMER ARBITRATION RULES. THESE FEES WILL BE SHARED AS FOLLOWS: ONE THIRD BY YOU AND TWO THIRDS BY US, UNLESS THE ARBITRATOR: (I) DETERMINES THAT THE CLAIMS ARE FRIVOLOUS, IN WHICH CASE THE CLAIMANT SHALL BEAR ALL SUCH FEES ARISING FROM THE FRIVOLOUS CLAIM; OR (II) DETERMINES THAT THE FEES SHOULD BE ALLOCATED DIFFERENTLY.

YOU AND AGENTRISK HEREBY ACKNOWLEDGE, AGREE AND COVENANT THAT ANY DISPUTES SHALL ONLY BE ADJUDICATED IN ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT IN CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDINGS.

YOU MAY OPT-OUT OF THE ABOVE ARBITRATION CLAUSE BY EMAILING US TO support@agentrisk.com, WITHIN 21 DAYS OF YOU ENTERING INTO THESE TERMS FOR THE FIRST TIME, AN OPT-OUT NOTICE THAT IDENTIFIES YOURSELF AND CLEARLY SETS OUT YOUR CHOICE TO OPT OUT OF DISPUTE RESOLUTION BY ARBITRATION. IN CASE OF SUCH OPT-OUT, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND US REGARDING THESE TERMS OR THE USE OF THE SERVICE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS IN CLARK COUNTY IN THE STATE OF NEVADA, USA.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, EITHER PARTY MAY FILE: (A) AN IMPLEADER CLAIM AGAINST THE OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION; (B) IN ANY COURT OF COMPETENT JURISDICTION A CLAIM CONCERNING THE INFRINGEMENT (OR ALLEGED INFRINGEMENT) OF INTELLECTUAL PROPERTY RIGHTS (INCLUDING COPYRIGHTS AND TRADE SECRETS).

In the event that any provision of these terms is held unenforceable, the validity or enforceability of the remaining provisions will not be affected, and the unenforceable provision will be replaced with an enforceable provision that comes closest to the intention underlying the unenforceable provision.

Termination

You may request termination of your user account at any time and for any reason by sending an email to support@agentrisk.com.

AgentRisk reserves the right to and may terminate or temporarily suspend your access to all or any part of the site, without notice, for conduct that AgentRisk believes violates these Terms and Conditions or any of its policies or guidelines, or for any other reason in its sole discretion.

Any suspension, termination, or cancellation shall not affect your obligations to AgentRisk under these Terms of Use (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

Trademarks; Proprietary Rights

The site and the Information contain copyrighted material, trademarks and other proprietary information, including text, graphics and software. AgentRisk is the owner of the copyright in the sites, as well as the copyright in any Information original to AgentRisk. Each participant, or other third party provider of information, owns the copyright in the information original to it. Except as permitted under copyright law, you shall not copy, redistribute, publish or commercially exploit the site, any portion of the site or any of the information without the express written consent of the respective owner(s) thereof.

AgentRisk trademarks (including any service marks) and logos are the property of AgentRisk. All other trademarks appearing on the sites are the property of their respective owners. Nothing contained on the site should be construed as granting by implication, or otherwise, any license or right to use the trademarks or logos appearing on the site without the express written consent of the owner thereof.

General

These Terms and Conditions are applicable only to the site and the use thereof in the manner set forth herein. Other AgentRisk websites, products and services may be governed by distinct terms and conditions services as indicated therein, thereon or pursuant to the documentation thereof. Other agreements may apply to specific products and services offered through the sites. The terms of the Client Agreement and any other agreements applicable to a specific product or service supersede these Terms.

We may revise these Terms, in whole or in part, at any time by putting you on notice of the amended Terms. Your continued use of the site after the effective date of the amended Terms constitutes your consent to the amended Terms.

Feedback

Your feedback is welcome and encouraged. You may submit feedback by emailing us at support@agentrisk.com. You agree, however, that (i) by submitting unsolicited ideas to AgentRisk or any of its employees or representatives, by any medium, including but not limited to email, written, or oral communication, you automatically forfeit your right to any intellectual property rights in such ideas; and
(ii) such unsolicited ideas automatically become the property of AgentRisk.

You hereby assign and agree to assign all rights, title, and interest you have in such feedback and ideas to AgentRisk together with all intellectual property rights therein. In addition, you warrant that all moral rights in any feedback have been waived, and you do hereby waive any such moral rights.

Questions

If you have questions about these Terms of Use or about AgentRisk, please contact us at support@agentrisk.com.

You can also contact AgentRisk by phone at 315-925-7475 or via physical mail at:

Jon V, Inc. d/b/a AgentRisk
3965 Beethoven Street
Los Angeles, CA 90066 USA

Problems?

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