Broker Village Legal Info
USER AGREEMENT FOR
BROKER VILLAGE "CALCULATORS," RELATED WORK, AND ALL CONSULTING
WORK, AS APPLICABLE
READ THIS AGREEMENT IN ITS ENTIRETY BEFORE USING THIS VERSION, OR ANY OTHER
VERSION, OF THE BROKER VILLAGE "CALCULATORS" AND/OR CONTENT ON
THIS SITE (COLLECTIVELY, THE "SOFTWARE"). ALL METHODS OF USE ARE
COVERED BY THIS AGREEMENT.
BY USING THE SOFTWARE, AND/OR ACCESSING OUR PRINTED MATERIAL, YOU AGREE TO
BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE
TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO
USE THE SOFTWARE AND SHOULD NOT READ OUR MATERIAL.
To use the Software, you must be a series 6 or 7 registered representative.
If you are not a series 6 or 7 registered representative, you are not
authorized to use this Software (as defined below), unless you meet the
exception described in the last sentence of this paragraph. If you are not
a series 6 or 7 registered representative, to use this Software, you must
be an active employee of a broker/dealer or FINRA-member investment
management firm where the principals have the proper and licenses. You also
must agree to the terms and conditions of this Agreement.
The textual materials, calculating programs, navigation methodology,
associated documentation, utilities and other software, and other materials
included on this site, and their compilation, including intranet and
Internet-enabled versions thereof (again, collectively, the
"Software") are temporarily licensed to you subject to the terms
and conditions of this Agreement by Broker Village, a division of Black Cat
Decisions, LLC. Black Cat Decisions has a place of business at 1475
Catamount Road, Fairfield, CT, 06824.
The license to use this Software is granted to the ultimate user (the
"Licensee"). The Licensee agrees to be bound by this Agreement.
As such every user is a temporary Licensee.
Any fraudulent use of the Software constitutes a willful violation of the
terms of this Agreement.
The Licensee's rights to use other programs and materials included in the
Software may also be governed by separate agreements distributed with those
programs and materials (the "Other Agreements"). In the event of
any inconsistency between this Agreement and any of the Other Agreements,
this Agreement shall govern.
Broker Village owns the title to the Software and all intellectual property
rights therein, except insofar as it contains materials (such as any sales
material regarding financial products and services from a financial
institution) that are proprietary to third-party suppliers. All rights in
the Software, except those expressly granted to the Licensee pursuant to
this Agreement, are reserved by Broker Village and such third-party
suppliers (with respect to their respective proprietary rights).
Each Licensee expressly acknowledges that Broker Village owns all rights of
ownership (except as noted above). These rights of ownership include
patents, copyrights, trademarks, and/or service marks, whether registered
or pending registration. Any attempt to copy, re-engineer, modify,
duplicate, transfer, re-use, mimic, or otherwise illegally possess or use
this Software represents a willful violation of this Agreement.
Broker Village assumes that a Licensee always recommends appropriate
products and services to clients. Only after a Licensee determines that a
product or service is suitable for its client, is the Licensee permitted to
use the Calculators to evaluate their compensation (based on several
different pricing options for such product or service), if that is one of
the functions of the particular tool.
Broker Village, and firms that license its Software, never suggest that an
improper product or service be sold to any client for any reason. In no way
will Broker Village, its affiliates, or any of its licensees, be liable for
any damages caused by the Licensee arising out of the use of this Software.
The Software provides a calculating ability. It does not suggest or endorse
a particular course of action. It assumes that Licensees may pursue courses
of action that are most lucrative to them - - assuming that the actions are
lawful and are completely appropriate for the client.
EACH LICENSEE EXPRESSLY ACKNOWLEDGES THAT ANY
RESULTS DISPLAYED ARE DONE WITH THE EXPLICIT ASSUMPTION THAT THE SCENARIOS
THAT ARE MODELED ARE APPROPRIATE FOR A CLIENT. USING THE SOFTWARE TO ENRICH
ITSELF OR ONESELF BY RECOMMENDING IMPROPER PRODUCTS, SERVICES, OR PRICING
METHODS IS HEREBY EXPRESSLY PROHIBITED AND REPRESENTS A WILLFUL VIOLATION
OF THE RIGHTS GRANTED UNDER THIS AGREEMENT. EACH LICENSEE EXPRESSLY
ACKNOWLEDGES THAT ALL SCENARIOS THAT ARE RUN WITH THIS SOFTWARE ARE
REASONABLE AND APPROPRIATE FOR THE CLIENT IN TERMS OF THE FEES CHARGED AND
THE CHARACTERISTICS OF THE UNDERLYING INVESTMENT.
1. LIMITED LICENSE.
Broker Village grants the Licensee a limited, nonexclusive, nontransferable
license to use the Software. The Licensee may only use the Software as it
exists on this site. In no manner may any portion of it be copied or
transferred to any other medium for any reason.
This Agreement and the Licensee's rights hereunder will automatically
terminate if the Licensee fails to comply with any provision of this
Agreement or Other Agreements. Upon such termination, the Licensee agrees
to destroy all authorized and unauthorized copies of the Software that are
in its possession or under its control. This includes any versions of the
Software or printed material that were installed on a server that permitted
users to access it via CD, the Internet, an intranet, or other means..
2. ADDITIONAL RESTRICTIONS.
A. The Licensee shall not (and shall not permit other persons or entities
to) directly or indirectly, by electronic or other means, reproduce (except
for archival purposes as permitted by law), share, publish, distribute,
rent, lease, sell, sublicense, assign, or otherwise transfer the Software
or any part thereof or this Agreement. Any attempt to do so shall be void
and of no effect.
B. The Licensee shall not (and shall not permit other persons or entities
to) use the Software or any part thereof for any commercial purpose or
reverse-engineer, decompile, disassemble, merge, modify, create derivative
works of, or translate the Software.
C. The Licensee shall not (and shall not permit other persons or entities
to) remove or obscure Broker Village's or its suppliers' copyright,
trademark, or other proprietary notices or legends from any portion of the
Software or any related materials.
D. The Licensee agrees and certifies that the Software will not be exported
outside the United States except: (i) as
authorized and as permitted by the laws and regulations of the United
States; and (ii) with written permission from Broker Village. If the
Software has been rightfully obtained outside of the United States, the
Licensee agrees not to re-export the Software, except: (i)
as authorized and permitted by the laws and regulations of the United
States and the jurisdiction in which the Licensee obtained the Software;
and (ii) with written permission from Broker Village.
3. DISCLAIMER OF WARRANTY.
A. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
B. NO WARRANTY IS MADE AS TO THE ACCURACY OF THE CALCULATIONS. BROKER
VILLAGE DOES NOT GUARANTEE THAT THE ANSWERS PROVIDED BY THE CALCULATORS ARE
CORRECT AND THE LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT THE ANSWERS
MAY NOT ALWAYS BE CORRECT. ALL ACTIONS THAT THE LICENSEE TAKES AS A RESULT
OF USING THE SOFTWARE ARE DONE AT ITS OWN RISK AND OF ITS OWN
VOLITION. THE EXACT SAME TERMS APPLY TO OUT CONSULTING SERVICES AND
USE OF ANY PRINTED MATERIAL.
C. THE LICENSEE ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE
OF THE SOFTWARE, AND OTHER MATERIAL THAT IS PART OF, OR ASSOCIATED WITH,
THE SOFTWARE. BROKER VILLAGE AND ITS SUPPLIERS ASSUME NO RESPONSIBILITY FOR
DEFECTS IN THE SOFTWARE, OR THE ACCURACY OR APPLICATION OF, OR ERRORS OR
OMISSIONS IN, THE SOFTWARE. BROKER VILLAGE AND ITS SUPPLIERS DO NOT WARRANT
THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE REQUIREMENTS OF
THE LICENSEE, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED
OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
D. IN NO EVENT SHALL BROKER VILLAGE, ITS AFFILIATES, AGENTS, OR RELATED
PARTIES, OR ITS SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL,
PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR OTHER SUCH DAMAGES,
REGARDLESS OF THE FORM OF ACTION, IN CONNECTION WITH ANY ASPECT OF THE
SOFTWARE OR PRINTED MATERIAL PROVIDED HEREUNDER, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
E. BROKER VILLAGE, ITS AFFILIATES, AGENTS, OR RELATED PARTIES, OR ITS
SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGES, OR COSTS ARISING OUT
OF, BUT NOT LIMITED TO: LOST PROFITS OR REVENUE; LOSS OF USE OF THE
SOFTWARE OR GOODWILL; LOSS OF DATA OR EQUIPMENT; COST OF RECOVERING
SOFTWARE, DATA, OR MATERIALS IN THE SOFTWARE; THE COST OF SUBSTITUTE
SOFTWARE, DATA, OR MATERIALS IN THE SOFTWARE; CLAIMS BY THIRD PARTIES; OR
OTHER SIMILAR COSTS.
F. IN NO EVENT SHALL THE TOTAL LIABILITY OF BROKER VILLAGE, ITS AFFILIATES,
AGENTS, OR RELATED PARTIES, OR ITS SUPPLIERS, TO THE LICENSEE FOR ALL
DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR
OTHERWISE), EXCEED THE AMOUNT PAID BY THE LICENSEE FOR THE SOFTWARE, IF
The Licensee shall indemnify and hold Broker Village, its affiliates, and
their respective officers, members, directors, employees and agents (each
an "Indemnified Party") harmless from and against any and all
claims, suits, losses, liabilities, damages, judgments, settlements, costs and
expenses (including, but not limited to, investigation costs and attorneys'
fees and expenses), that any Indemnified Party may suffer or incur as a
result of any claim by any third-party that results from Licensee's gross
negligence or willful misconduct; provided that the affected Indemnified
Party (a) promptly notifies Licensee in writing of any such claim and (b)
provides to Licensee, at Licensee's expense, all available information,
assistance and authority reasonably necessary to defend. Upon Broker
Village's request, Licensee shall, at its own expense, assume the defense
of any such claim or suit. In no event, however, shall Licensee settle any
such claim without the written consent of Broker Village and the affected
Indemnified Party, which consent shall not be unreasonably withheld.
Licensee shall reimburse Broker Village for any costs and expenses
(including without limitation, attorneys' fees) incurred by Broker Village
in enforcing the aforesaid indemnification.
5. GENERAL PROVISIONS.
Nothing in this Agreement constitutes a waiver of Broker Village's or its
suppliers' rights under U.S. copyright laws or any other federal, state,
local, or foreign law. This agreement constitutes the entire agreement
between the parties with respect to the Software and supersedes all prior
or contemporaneous understandings or agreements, written or oral, regarding
such matter. Each Licensee is responsible for installation, management, and
operation of the Software; however, if the Licensee has questions or problems
regarding or the Software, the Licensee can call 203-259-6700. This
Agreement shall be construed, interpreted, and governed under Connecticut
law, applicable to agreements made and to be performed in such state.
6. ENTIRE AGREEMENT.
If any portion of this Agreement is deemed to be unenforceable for any
reason, the balance of the Agreement shall remain in force and shall
continue to govern.
Black Cat Decisions, LLC