Welcome, and thank you for your interest in Goal Based Investors, Incorporated (“GBI,” “we,” or “us”) and the release of our Goal Based Investors applications (“Lasso”, the "Lasso Advisor Portal App", or collectively the “Apps") and our related services available at www.getlassoapp.com (collectively, the “Service”).These Terms of Service (these “Terms”) form a legally binding agreement between you and GBI regarding your use of the Service.
BY CLICKING “ACCEPT,” INSTALLING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING GBI’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE AND GBI’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AND AGREEMENT BY YOU AND GBI TO BE BOUND BY THESE TERMS.
Arbitration NOTICE. Except for certain kinds of disputes described in Section 20, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND GBI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. Overview of the Service.
1.1. The Service. The Service enables you to receive assistance building financial plans and to connect with financial advisers that are registered or notice filed with the U.S. Securities Exchange Commission (“SEC”) or a state government as investment advisers (the “Advisers”). As part of the Service, you will have access to an online tool within the Service (the “Calculator”) that allows you to generate a goal-based financial plan (“Plan”) that is customized for you based on the automated analysis of information provided by you to GBI through the Service. The Service also allows you to browse through Advisers and connect with specific Advisers by sending them your Plan through the Service. If you send your Plan to an Adviser, then that Adviser may provide you with one or more proposals in response outlining potential adjustments to your Plan (each, a “Proposal”).
1.2. GBI is an investment adviser currently registered with the SEC. Before you access the Service, you must separately execute an advisory agreement with GBI. Please see GBI’s Form ADV for additional information and for a discussion of the risks and conflicts of interest that may be raised by GBI’s provision of the Services.
2. Eligibility
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Registration and Your Account.
3.1. Registration. You must have a registered account on the Apps to access and use most features of the Service. When you register for any account, you may be required to provide us with some information about yourself, such as your name, email address, and other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and your password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us by emailing us at testing@goalbasedinvestors.com.
3.2. Accuracy of Information. Use of the Service Calculator, your Plan, and any Proposal you receive relies on the information you provide GBI. To the extent any of the information you provided is incorrect, it could negatively affect the quality of your Plan and any Proposal you receive. GBI has no responsibility for any incorrect, false, or misleading information provided by you or any Adviser or for any investment or financial decision you make based on that information.
4. No Fees Charged to You; Fees from Third Parties.
You do not need to pay GBI any fees for your use of the Service. GBI receives fees from certain third parties who provide information about and manage the mutual funds and Exchange Traded-Funds contained in the Proposals. This may raise certain conflicts of interest related to the Service. Please see GBI’s Form ADV for additional information.
5. License to the Service.
5.1. Limited License. Subject to your complete and ongoing compliance with these Terms, GBI grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) download and install the Apps on devices owned or controlled by you (each, a “Device”); and (b) access and use the Service.
5.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not, and will not allow any other third-party to: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
5.3. Feedback. GBI may periodically request that you provide, and you agree to provide to GBI, feedback regarding the use, operation, and functionality of the Service including any information about known or suspected bugs, errors or compatibility problems, suggested modifications or improvements, and user-desired features (“Feedback”). You hereby grant GBI an unrestricted perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully-paid, fully sublicensable, and transferable right to use and incorporate Feedback into any products and services, to make, use, sell, offer for sale, import, and otherwise exploit such products and services, and to otherwise use, copy, distribute, and exploit the Feedback without restriction.
6. Ownership, Proprietary Rights.
The Service is owned and operated by GBI. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by GBI (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of GBI or its third-party licensors. Except as expressly authorized by GBI, you may not make use of the Materials. There are no implied licenses in these Terms and GBI reserves all rights to the Materials not granted expressly in these Terms.
7. Third Party Terms
7.1. Third-Party Services and Linked Websites. GBI may provide tools through the Service that enable you to export information, including User Content, to Third-Party Services. By using one of these tools, you hereby authorize GBI to transfer the provided information to the applicable Third-Party Services. Third-Party Services are not under GBI’s control, and, to the fullest extent permitted by law, GBI is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under GBI’s control, and GBI is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any content (including User Content) or information with such third-party services. Once sharing occurs, GBI will have no control over the information that has been shared.
7.2. Information from Third-Party Content Providers. Notwithstanding the generality of Section 7.1 above, in certain cases, the information used by Advisers to provide Proposals to you may be based on information collected and research conducted by GBI in cooperation with third parties, such as registered investment advisers, broker-dealers, or investment banks (collectively, “Third-Party Content Providers”). Separately, Third-Party Content Providers may offer and sell their own products and services to Advisers, and they may provide information to GBI in order to market to Advisers. If a Third-Party Content Provider sells investment products and services to an Adviser that you have entered into an Adviser Agreement with, then that Adviser may have a conflict of interest in subsequently recommending those investment products and services to you. Advisers (and not GBI) are responsible for disclosing the specific conflicts of interest that may arise in those cases. Any Proposals you receive may rely on the information provided by Third-Party Content Providers. To the extent any of that information is incorrect, it could negatively affect the quality of any Proposal you receive. GBI has no responsibility for any incorrect, false, or misleading information provided by any Third-Party Content Provider or for any investment or financial decision you make based on that information.
7.3. Advisers. All Advisers are registered users of the Lasso Advisor Portal, and you may review each Adviser’s Form ADV (Parts 1 and 2) (“Form ADV”) through the Service. GBI has not performed any diligence on any Adviser and neither guarantees nor takes any responsibility for the performance of any Adviser. You are solely responsible for reading and understanding the information contained in any Form ADV. You may choose to enter into an advisory agreement (each, an “Adviser Agreement”) with one or more Advisers that you have connected with through the Service. Any investment advice given to you by an Adviser will be provided to you under the terms and conditions of your Adviser Agreement with that Adviser and not through the Service or otherwise pursuant to these Terms. You are solely responsible for determining whether to enter into an Adviser Agreement with any Adviser that you have connected with through the Service and for reviewing and understanding the terms and conditions in any Adviser Agreement, and you acknowledge and agree that GBI will have no involvement in or responsibility for any services provided by any Adviser under any Adviser Agreement.
7.4. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
8. User Content.
8.1 User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including messages, reviews, photos, video or audio (including sound or voice recordings embedded in the video or audio) images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.
8.2 Limited License Grant to GBI. By Posting User Content to or via the Service, you grant GBI a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from GBI’s exercise of the license set forth in this Section.
8.3 Specific Rules for Photographs and Images. If you Post a photograph or image to the Service that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, including the Service, Facebook, Instagram, and Twitter, but not to promote any third-party product, good, or service. The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product.
8.4 You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. GBI disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:
a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize GBI and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by GBI, the Service, and these Terms;
b) your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause GBI to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties;
c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and
d) you will not post or otherwise provide User Content containing investment advice that is customized or personally tailored to any other user or any other person who may view the User Content.
8.5 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. GBI may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable, and does not constitute, and should in no event be construed to constitute, investment advice. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against GBI with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, GBI does not permit infringing activities on the Service.
8.6 Monitoring Content. GBI does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that GBI reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time GBI chooses to monitor the content, then GBI still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. GBI may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.
9. Other Services or Hardware Required.
To use the Service, you will need a Device and may need data carrier coverage or an account with a financial institution (collectively, “Other Services”). You are solely responsible for providing any Other Services and paying any attendant fees. GBI will not provide, or pay any fees related to, Other Services.
10. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
10.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
10.2 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;
10.3 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
10.4 provide any investment advice that is directed at, personalized for, or otherwise tailored to any other person;
10.5 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by GBI;
10.6 interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
10.7 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
10.8 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
10.9 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
10.10 attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.
11. Intellectual Property Rights Protection.
11.1. Respect of Third Party Rights. GBI respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.
11.2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:
Goal Based Investors, Incorporated
Attn: Legal Department (IP Notification)
12 Greenway Plaza Suite 1100, Houston, TX, 77046
Email: ip-infringement@goalbasedinvestors.com
11.3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;
c) a description of the material that you claim is infringing and where it is located on the Service;
d) your address, telephone number, and email address;
e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by GBI with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to GBI making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
11.4. Repeat Infringers. GBI’s policy is to: (a) remove or disable access to material that GBI believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. GBI will terminate the accounts of users that are determined by GBI to be repeat infringers. GBI reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
11.5. Counter Notification. If you receive a notification from GBI that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide GBI with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to GBI’s Designated Agent through one of the methods identified in Section 11.2, and include substantially the following information:
a) your physical or electronic signature;
b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which GBI may be found, and that you will accept service of process from the person who provided notification under Section 11.2 above or an agent of that person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
11.6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to GBI in response to a Notification of Claimed Infringement, then GBI will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that GBI will replace the removed User Content or cease disabling access to it in 10 business days, and GBI will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless GBI’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on GBI’s system or network.
11.7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [GBI] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” GBI reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
12. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
13. Term and Termination, and Modification of the Service.
13.1. Term. These Terms will be effective beginning when you accept the Terms or first download, install access, or use the Service, and ending when terminated as described in Section 13.2 below.
13.2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, GBI may, at its sole discretion, terminate these Terms of your account the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate these Terms at any time by choosing to delete your account on either one of the Apps.
13.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account of the Service; and (c) Sections 5.3, 6, 13.3, 14, 17, 18, 19, 20, and 21 will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification
13.4. Modification of the Service. GBI reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. GBI will have no liability for any change to the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.
14. Confidentiality.
You will maintain in strict confidence the confidentiality of, and not disclose to any third party: (a) all non-public information disclosed by GBI to you in connection with these Terms; and (b) all Feedback, Service performance data, and all other information obtained through your testing and evaluation of the Service.
15. Your Acknowledgements.
You acknowledge, understand, and agree that:
15.1. GBI is and will be relying on your representations, warranties, acknowledgements, and agreements as set forth in these Terms for its compliance with various securities and other laws;
15.2. GBI will not execute any trades or make any financial or investment decisions on your behalf;
15.3. GBI is not and will not be liable to you or responsible for the profitability of, returns from, or losses incurred by you based on any financial or investment decision or trade made by you or on your behalf in connection with your Plan or any Proposal;
15.4. All investments involve a risk of loss, and any financial or investment decision or trade may result in a loss, and perhaps a complete loss of investment, to you;
15.5. You will not receive any benefit or protection under U.S. securities laws by accessing or otherwise using the Service;
15.6. You are solely responsible for making your own financial or investment decisions and for purchasing, selling, or trading in any securities based on your Plan or any Proposal;
15.7. You are solely responsible for independently examining and understanding the tax, legal and accounting consequences related to any investment decision you make based on or otherwise in connection with the Service; and
15.8. You will provide GBI with information, authorizations and documentation as GBI may request from time to time to carry out its obligations under these Terms or to avoid violations of any applicable laws, and will notify GBI promptly in writing of any change in the information so furnished.
16. Consent to Electronic Communications.
All communications between you and GBI will take place through the Apps. GBI will not interact with or communicate with you through email, phone, videoconferences, in-person meetings, or any other mechanism other than the Apps. By using the Service, you consent to receiving certain electronic communications from us through the Apps and as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. To the fullest extent permitted by law, you agree that: (a) any notices, agreements, disclosures, forms, privacy statements, reports or other communications (including annual, quarterly and other tax documents) may be delivered to you electronically; and (b) any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements (including that those communications be in writing).
17. Indemnification.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify GBI, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “GBI Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service, including provision of incorrect, false or misleading information to GBI or any of the Advisers; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
18. Disclaimers; No Warranties.
18.1. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. GBI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. GBI DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND GBI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
18.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR GBI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE GBI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
18.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 18 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. GBI does not disclaim any warranty or other right that GBI is prohibited from disclaiming under applicable law.
19. Limitation of Liability.
19.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE GBI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY GBI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
19.2. EXCEPT AS PROVIDED IN SECTIONS 20.5 AND 20.7 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE GBI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO US$100.
19.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20. Dispute Resolution and Arbitration.
20.1. Generally. Except as described in Section 20.2 and 20.3, you and GBI agree that every dispute arising in connection with these Terms, the Service, and communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GBI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
20.2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
20.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 20 within 30 days after the date that you agree to these Terms by sending a letter to Goal Based Investors, Incorporated, Attention: Legal Department – Arbitration Opt-Out, 12 Greenway Plaza Suite 1100, Houston, TX, 77046 that specifies: your full legal name, the email address(es) associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once GBI receives your Opt-Out Notice, this Section 20 will be void and any action arising out of these Terms will be resolved as set forth in Section 21.3. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
20.4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting GBI.
20.5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). GBI’s address for Notice is: Goal Based Investors, Incorporated, 12 Greenway Plaza Suite 1100, Houston, TX 77046. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or GBI may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, GBI will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if GBI has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
20.6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your [residence/billing address]. During the arbitration, the amount of any settlement offer made by you or GBI must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
20.7. Arbitration Relief. Except as provided in Section 20.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by GBI before an arbitrator was selected, GBI will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) [US$10,000]. The arbitrator’s award shall be final and binding on all parties , except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
20.8. No Class Actions. YOU AND GBI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and GBI agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
20.9. Modifications to this Arbitration Provision. If GBI makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to GBI’s address for Notice of Arbitration, in which case your account with GBI will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
20.10. Enforceability. If Section 20.8 or the entirety of this Section 20 is found to be unenforceable, or if GBI receives an Opt-Out Notice from you, then the entirety of this Section 20 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 21.3 will govern any action arising out of or related to these Terms.
21. Miscellaneous.
21.1. General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated into these Terms, are the exclusive understanding and agreement between you and GBI. Throughout these Terms, the use of the word “including” means “including but not limited to.”
21.2. No Assignment. No assignment (as such term is defined under the Advisers Act) of these Terms may be made by either party without the prior written consent of the other party; provided, however, that GBI may, without your consent, assign these Terms including with respect to your User Content, to its affiliate so long as that assignment does not constitute an “assignment” for purposes of Section 205(a)(2) of the Advisers Act. For purposes of this Section 21.2, you will be deemed to have consented to any assignment to a GBI affiliate that GBI notifies you about in writing (“Assignment Notice”) if, after 45 days from receiving that Assignment Notice, you have not notified GBI of any objection to such assignment, but from the date you receive that Assignment Notice until the end of that 45-day period, you retain the right to terminate these Terms at any time. Any assignment in violation of the foregoing is void.
21.3. Governing Law and Venue. These Terms are governed by the laws of the State of New York, without reference to its conflict of laws principles. Any dispute between you and GBI regarding these Terms will be subject to the exclusive jurisdiction of the federal and state courts located in New York County, New York.
21.4. Privacy Policy. Please read GBI’s Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The GBI Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
21.5. No Waiver. Nothing contained in these Terms constitutes a waiver by you of any of your legal rights under U.S. federal securities laws or any other laws that are not permitted to be contractually waived.
21.6. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
21.7. Contact Information. The Service is offered by Goal Based Investors, Incorporated, located at 12 Greenway Plaza Suite 1100, Houston, TX 77046. You may contact us by sending correspondence to that address or by emailing us at support@goalbasedinvestors.com.
21.8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
21.9. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
21.10. Notice Regarding Apple. This Section 21.10 only applies to the extent you are using Lasso or the Lasso Advisor Portal on a Device that is an iOS device. You acknowledge that these Terms are between you and GBI only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service (including any content on it). Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the Apps to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service or your possession and use of the Service infringes a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You represent and warrant that: (i) you are not located in a country that is subject to any U.S. Government embargo or economic sanctions or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited, restricted, or blocked parties.
