1. Agreement. Your use of any and all Resonate software services, along with any other services or web sites provided to you by Resonate (the “Services”) is subject to these Terms of Service and our Privacy Policy (collectively referred to as the “Terms”). This agreement is between you and Inspire Insight, LLC DBA Resonate. (“Resonate”). Our principal place of business is at 3597 E Monarch Sky Ln, Ste. 330, Meridian, ID, 83646 in the United States.
2. Acceptance. By using one or more aspects of the Service, you hereby agree to the Terms. You accept these terms by either (a) clicking to “agree” or to “accept” the Terms when opening a user account or logging onto your user account to access the Services, or by (b) using the Services. You may not use the Services or accept the Terms if (a) you are younger than 18 or you are not of legal age to form a binding contract with Resonate, or (b) you are a person barred from receiving the Services under any applicable laws or regulations. Resonate reserves the right to amend these Terms at any time by posting the amended terms to its web site or otherwise providing you notice of the amended Terms. Your continued use of the Services constitutes acceptance of such amended terms. If you do not agree with these Terms (as amended from time to time), your sole and exclusive remedy is to discontinue using the Services.
3. License. Resonate grants to you a non-exclusive, non-transferable license to use the Services, under the terms and conditions of the business agreements between the parties. You agree to use the Services in accordance with the parameters set forth in documentation and other reasonable instructions provided by Resonate. You agree not to modify, copy, disassemble, decompile or reverse engineer the Services, or cause or permit any third party to do so. This license does not include the right to grant sublicenses or other rights to the Services, which will remain the exclusive property of Resonate. You agree that you have no rights in the Services or their documentation, other than the license granted hereunder. You further agree to protect the confidentiality of all the information relating to the Services’ code, design or logic structure provided to you by Resonate.
4. Not Investment Advice. The Services are for business management purposes only and do not constitute investment advice or an investment recommendation offered by Resonate. Resonate is not registered with the Securities and Exchange Commission as an investment advisor or a broker-dealer. You agree and acknowledge that Resonate, its employees and its agents, are not financial advisors, financial planners or broker-dealers, and cannot advise you or your clients through the Services or otherwise. You acknowledge that Resonate and/or its affiliates may earn revenue from third parties based on your use of the Services, such as sponsored listings of funds or portfolio models. You agree and acknowledge that Resonate makes no representation as to the suitability of the Services for any purpose, and Resonate will not be held liable in any way for any consequences or damages that may arise through your use of the Services. You agree and acknowledge that Resonate may modify the Services from time to time. You represent and warrant that you are a registered representative, registered investment advisor, registered insurance agent, or administrative / operations assistant employed by an entity or individual registered to sell or offer securities, financial advice, or insurance products under applicable law. You agree and acknowledge that if you choose to make any investment decisions for your clients in reliance on information you receive from the Services, you do so at your own risk and based on your own independent judgment. You acknowledge and agree that Resonate is not representing itself as a broker-dealer or financial or investment advisor, and that Resonate does not independently evaluate the suitability of or recommend any investments for you or your clients. You agree and acknowledge that the information provided in the Services will not be construed as an offer to sell, an offer to buy, or a recommendation for or against any security by Resonate or any third party. Resonate will not be responsible for any trading decisions, damages or other losses resulting from your use of the Services. You agree that you will be responsible for effecting underlying investment transactions for all accounts under your management and supervision. You acknowledge that you are the fiduciary advisor and maintain responsibility for your client accounts, and as a technology service provider, Resonate cannot be a fiduciary.
5. Third Party Asset Managers. The Services may provide access to data, analytics, research, portfolio models, products and/or the calculation of potential securities trades you may or may not choose to place with the custodians and/or broker-dealers who you utilize to manage your client assets. The third party asset managers, strategists or research firms who you access via the Services (the “Third Party Asset Managers”) are not personalizing the materials they provide through the Services, are not making investment recommendations to you, and are not acting as investment advisers or fiduciaries to your clients. You hereby agree and acknowledge that you are the sole investment adviser and/or fiduciary for your clients.
6. Client Monitoring. You agree that Resonate and the Third Party Asset Managers are not responsible for collecting or reviewing any information about your clients, or determining whether any investment strategy or security is or continues to be appropriate for the client’s objectives or restrictions. Neither Resonate or the aforementioned third parties are responsible for verifying client identities or compliance with anti-money laundering rules and regulations administered by the US Treasury Department’s Office of Foreign Assets Control. You agree that you, as the sole licensed investment adviser and/or fiduciary to the investor, are solely responsible for performing the foregoing duties.
7. Privacy. For information about Resonate privacy policies, please read our Privacy Policy, accessible at https://www.startresonating.com/internet-privacy-policy. You agree to the use of your data in accordance with that policy.
8. Data Security. Resonate agrees to take appropriate security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data. These include internal reviews of our data collection, storage and processing practices and security measures, including appropriate encryption and physical security measures. Regardless of the precautions taken by us we cannot ensure or warrant the security of any information you transmit to us, and you transmit such information at your own risk. We restrict access to personal information to only the Resonate employees, contractors and agents who need to know that information in order to process it on our behalf. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations.
9. Intellectual Property Rights. The Services are protected by a combination of copyright, trade secret laws and patent protection. Portions of the Services contain information and data from third party providers, subject to their own copyright provisions. You acknowledge and agree that Resonate and our third-party licensors retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of your use of the Services, except for the limited right to use the Services in accordance with the Terms. “Resonate Score” and “Resonate” are registered trademarks owned by Resonate. Other product and company names that are mentioned in the Services or provided as part of the Services may be trademarks of their respective owners. The content contained in the Services is owned by or licensed to Resonate. This includes, without limitation, the text, software, scripts, graphics, photos, video, sounds, interactive features and the trademarks, service marks and logos contained therein. Any content or information provided by Resonate through the Services is provided to you “AS IS” for informational purposes only and may not be used, copied, reproduced, translated, modified, adapted, transferred, distributed, transmitted, broadcast, displayed, republished, sold, licensed, or otherwise exploited for any other purposes. We reserve all rights not expressly granted in and to the Services. You agree not to copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof. You agree not to attempt to discover any information used to deliver, or to compile, remove or delete any portion of, the Services or any part thereof. You agree not to remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Services or any part thereof.
10. Confidentiality. You hereby agree to keep confidential all information concerning the financial affairs and matters of Resonate, including research, development, products, software, source code, trade secrets, forms, procedures, business affairs, or the terms of your customer agreement; and will not disclose, reproduce or distribute the same to any party at any time. You may comply with a valid and lawful legal process or government order to disclose information, but will immediately notify Resonate of your compliance with that order, to the extent permitted by law. Upon termination, both Resonate and Customer agree to maintain the confidentiality of all confidential information received from the other party under this Agreement.
11. Use of the Services. You acknowledge that each Resonate user account is designed, intended and licensed for use by a single named user only. We do not accept email addresses such as info@, sales@ or admin@ for accounts; you must use your individual email address for authentication and compliance purposes. You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your user account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your account or any other breach of security. Resonate cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. If you become aware of any unauthorized use of your password or of your user account, you agree to notify Resonate immediately at support@startresonating.com. You agree to provide accurate and correct information about your identity, your firm, and your status as a registered representative, registered investment advisor, registered insurance agent or administrative / operations assistant of a registered representative, registered investment advisor or registered insurance agent. You agree to use the Services only for purposes that are permitted by (a) the Terms, and (b) any applicable laws or regulations. You agree not to access any of the Services by any means other than the interface provided by Resonate. You specifically agree not to use automated means (including the use of scripts or web crawlers) to access the Services. You agree not to engage in any activity that interferes with or disrupts the Services, or the servers and networks connected to the Services. You may not use the Services for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Services. You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, or use the outputs of the Services in general mailings, mass communications or advertisements without the express written consent of Resonate.
12. Fair Use Policy. You agree that the Services are subject to a fair use policy, which is detailed below. If we provide notice of non-compliant usage, and you refuse to correct your compliance, Resonate reserves the right to charge up to twelve (12) months in arrears for the actual fair usage of the Services, and to adjust your billing for the remainder of your contract term to reflect your actual fair usage of the Services at the time of notice. The Fair Use Policy is as follows:
1. Resonate user accounts may not be shared between multiple individuals, or used by one individual to produce the outputs of the Services en masse for multiple advisors. The average user account has 50 to 200 client profiles and analyzes 200 to 800 client investment accounts; usage in excess of 300 client profiles or 1,000 client accounts will require you to provide evidence acceptable to Resonate that your user account is not being shared or otherwise abused under the Fair Use Policy.
2. Resonate user accounts licensed only for administrative / operations assistants may not be used by individuals holding a securities registration who meet with clients and/or provide advice. For example, if you present the individual as an advisor or client-facing representative of your firm on your web site, they do not qualify for an assistant license. Resonate reserves the right to determine which named individuals may qualify, to change that determination if their role with your firm changes, and to limit the number of assistant licenses available to you.
13. License to Use Marketing Resources. Subject to your continued status as a paying customer in good standing, Resonate hereby grants you a limited, non-exclusive, non-transferrable license to utilize its “Resonate” trademark, “Resonate Score” trademark, logo and brand images, marketing copy, content resources, white papers, print collateral, slide decks and other marketing resources (the “Marketing Resources”) provided to you, for the sole purpose of promoting your securities, advisory and/or insurance firm’s use of the Services in your marketing communications directed at acquiring and/or retaining clients. You agree to utilize the Marketing Resources in accordance with any Brand Image Guidelines provided to you by Resonate. You agree to cease and desist from the use of the Marketing Resources if (a) you terminate your Resonate account and are no longer a paying customer, or (b) Resonate requests in writing that you do so for any reason.
14. Billing, Payment and Term of Contract. The Services are licensed to you under a contract that you enter into with Resonate at the time of your subscription. The terms of your contract are encapsulated in an order form that we email to the “account owner” at the time of purchase. If you did not receive or cannot find a copy of your order form, simply request one by sending an email to support@startresonating.com. Unless stated otherwise on your order form, the following contractual terms apply.
1. You will be billed monthly in advance via credit card or ACH withdrawal from your bank account.
2. All fees are non-refundable once billed. If you believe you have been billed in error, please email support@startresonating.com and we will be glad to assist.
15. Termination of Service. In order to provide notice of non-renewal and terminate the Services, you must provide notice to Resonate. For your security, you must provide notice to Resonate using the account cancellation feature in the Manage Subscription screen of your Resonate account. If you do not have access to the account cancellation feature, you can provide written notice via electronic mail at support@startresonating.com or via postal mail to the address which is set out at the beginning of these Terms. Termination is deemed effective when you receive a message from Resonate that your cancellation has been processed. Once Resonate has processed your cancellation, your access to and payment for the Services will continue for the remainder of your contract term. If there is no deadline for notice of non-renewal specified on your order form, such notice of non-renewal must be received by Resonate thirty (30) days in advance of your next billing date. Resonate may, at any time, terminate your account and refuse your access to the Services if (a) you have breached any provision of the Terms (or have acted in manner which shows that you do not intend to, or are unable to comply with the provisions of the Terms); (b) Resonate is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) you are no longer a registered representative, registered investment advisor, registered insurance agent or administrative / operations assistant of a registered securities firm, registered investment advisor or registered insurance agent; (d) Resonate is transitioning to or no longer providing the Services to users in the jurisdiction in which you are resident or from which you use the Services; (e) the provision of the Services to you by Resonate is, in Resonate’s sole discretion, no longer commercially viable; (f) your communication with Resonate employees is abusive or threatening, in Resonate’s sole discretion; or (g) you do not pay the amounts due for the Services according to the Terms. Termination for reasons (a), (c), (f) or (g) shall not relieve you of the obligation to pay for the Services for the remainder of your contract. Upon termination, all of the legal rights, obligations and liabilities that you and Resonate have benefited from, been subject to (or which have accrued over time while the Terms have been in force) or which are expressed to continue indefinitely, will be unaffected by this termination, including the provisions of the “General Legal Terms” and “Conflict of Laws” sections below.
16. DISCLAIMER OF WARRANTIES. SUBJECT TO APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. IN PARTICULAR, RESONATE, ITS OFFICERS AND DIRECTORS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (a) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (b) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS FREE OR FREE FROM ERROR, (c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RESONATE OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. RESONATE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.
17. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT RESONATE, ITS OFFICERS AND DIRECTORS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU FOR:
A. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS WILL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
B. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF THE ACTIONS OF YOU, RESONATE, OR ANY OF RESONATE’S SUPPLIERS OR VENDORS;
C. ANY CHANGES WHICH RESONATE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
D. ANY UNAUTHORIZED CHANGES TO OR MISUSE OF THE SERVICES;
E. ANY USE OF THE SERVICES IN A MANNER NOT INTENDED UNDER THIS AGREEMENT;
F. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
G. ANY TRADING LOSSES OR ANY OTHER LOSSES RESULTING FROM YOUR USE (OR INABILITY TO USE) THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND WHETHER OR NOT SUCH LOSSES WERE FORESEEABLE, EVEN IF RESONATE HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES;
H. ANY FORCE MAJEURE EVENT;
I. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
J. YOUR FAILURE TO PROVIDE RESONATE WITH ACCURATE ACCOUNT INFORMATION;
K. ALL OF THE LIMITATIONS ON RESONATE’S LIABILITY TO YOU WILL APPLY WHETHER OR NOT RESONATE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE TOTAL LIABILITY OF RESONATE, ITS OFFICERS OR DIRECTORS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED FIFTY UNITED STATES DOLLARS ($50.00).
18. Indemnification You agree to defend, indemnify and hold harmless Resonate, its officers and directors, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or their partners, and any of their successors or assigns, and any of their respective officers, directors, agents or employees (the “Released Parties”) from any loss, damages, liabilities, costs, expenses, including reasonable attorney fees, claims and proceedings arising out of or relating to: (a) your use of the Services; and (b) any alleged breach of the Terms by you.
19. Force Majeure. None of the parties shall be held responsible for any delay or failure to perform any part of this agreement to the extent that such delay or failure results from any cause beyond its control and without the fault or negligence of the party claiming excusable delay, such as acts of God, acts of war or terrorism, extraordinary acts of the United States of America or any state, territory or political subdivision thereof, fires, storms, floods, epidemics, riots, work stoppages, strikes (work stoppages and/or strikes of any of the parties to this agreement are specifically excluded from the language of this section), embargoes, computer viruses, unauthorized access, systems failure, failure or technical difficulties with software, hardware or other equipment, downtime for hardware and software maintenance, failure of communication lines, telephone or other interconnect problems, unusual volumes of traffic, theft, government restrictions, exchange or market rulings, extreme market volumes or volatility, suspension of trading (declared or undeclared), failure of utility services, adverse weather or events of nature. Resonate cannot ensure uninterrupted or error free access to the Services and there may be periods where access is delayed, limited or not available.
20. General Legal Terms. The Terms, combined with your order form, constitute the whole legal agreement between you and Resonate and govern your use of the Services, and completely replace any prior agreements between you and Resonate in relation to the Services. If you have entered into an Enterprise Client Agreement or a Master Services Agreement with Resonate, it is agreed that those terms may supersede these Terms of Service if they clearly state that is the case. You agree that if Resonate does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Resonate has the benefit of under any applicable law), this will not be taken to be a formal waiver of Resonate’s rights and that those rights or remedies will still be available to Resonate. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. The Terms, and your relationship with Resonate under the Terms, will be governed by the laws of the State of Idaho without regard to its conflict of law provisions. You agree that any dispute regarding the interpretation or enforcement of the terms will be decided by confidential, final and binding arbitration conducted by a mutually agreed to arbitrator located within the County of Ada, State of Idaho, United States of America. The filing fees and arbitrator’s fees and costs in such arbitration will be borne by the non-prevailing party. The parties will be entitled to reasonable discovery of essential matters as determined by the arbitrator. In the arbitration, the parties will be entitled to all remedies that would have been available if the matter were litigated in a court of law. Notwithstanding this, you agree that Resonate will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. Resonate may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Resonate, and any such attempted assignment will be void and unenforceable.
Last Modified 10/25/2022