Important Legal Information
Important Information and Disclaimers
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 OR RELYING UPON ANY OF OUR “CALCULATORS,” RESEARCH, ANALYTICS, AND/OR THE CONTENT ON THIS WEBSITE (COLLECTIVELY, THE “SOFTWARE”). ALL METHODS OF USE ARE COVERED BY THIS AGREEMENT.
BY USING THE SOFTWARE, AND/OR ACCESSING ANY RELATED MATERIAL, RESEARCH, AND/OR THIS WEBSITE, 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 our 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 OUR 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 ANY.
4. INDEMNITY.
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.
Signed,
Black Cat Decisions, LLC
January 2024
