GOALGAMIPRO FOR SALESFORCE ####USER AGREEMENT####Advisor Software, Inc. (“ASI”) makes the goalgamiPro Application for Salesforce (the “Service”) available for your use with the Salesforce customer relationship management system (“SFDC System”). ASI will do this only if you, on behalf of yourself and the firm you represent (you and that firm individually and collectively, “you”) accept all of the terms and conditions contained in this User Agreement ("this Agreement"). Please read this Agreement carefully and, as prompted to do so, signify your acceptance of its terms and conditions. If you do not consent to be bound by, or do not understand and agree to all of the terms of this Agreement, you should click "CANCEL," in which event, the subscription form that you submitted will be cancelled, and you will exit from the account creation process. ####1. THE SERVICE. ##1.1 The term "Service" includes, without limitation, (1) all software, data, web pages, screens, analyses, images and downloadable reports accessible through the Service (2) all updates, modifications and enhancements to any of the foregoing that ASI from time to time makes available, and (3) the format and organization of information or other materials that you input or supply to the Service ("User-Supplied Information"). ASI may, at any time and without prior notice or liability to you, change, suspend or cancel any element of the Service. Your rights in the event that ASI cancels all or any part of the Service are set forth in the Section 3.####ASI may use third party service providers, including data suppliers and hosting services, to assist in providing the Service ("ASI Suppliers"). You agree that the terms and conditions of this Agreement, including without limitation, the reservation of rights in data or other elements of the Service, the warranty disclaimers and the limitations on liability set forth in this Agreement, inure to the benefit of ASI's Suppliers. ####1.2 Eligibility. The Service is specifically intended for use by investment advisors, registered representatives of licensed securities firms, financial planners, accountants and other financial and investment professionals. You represent that you are a qualified professional suited to use the Service.## ##2. LICENSING AND PROPRIETARY RIGHTS. ##2.1 Limited License. Subject to the terms and conditions of this Agreement, ASI grants you a limited and non-transferable right, exercisable solely within the United States, (a) to access and use the Service through SFDC for business purposes, (b) to copy any reports downloaded from the Service for business and compliance purposes, and (c) to distribute copies of reports generated by the Service for the personal use of the specific financial planning client for whom the report was generated. ####2.2 License Terms. ASI and ASI Suppliers reserve all rights in all elements of the Service other than those expressly granted in this Agreement. Except as expressly authorized by this Agreement, you may not, directly or indirectly, do any of the following: (a) publish, retransmit or otherwise redistribute any elements of the Service in any format to anyone, (b) copy, store, modify or create derivative works from any elements of the Service, or (c) use data elements of the Service to verify, correct or supplement any database or to create a separate or substitute database. ####2.3 Ownership of the Service. You acknowledge that, as between you and ASI, ASI and ASI Suppliers own all intellectual property rights in all elements of the Service. ####2.4 User-Supplied Information. You are solely responsible for all User-Supplied Information that you provide to the Service, and you certify that you have all necessary rights to provide and use the same. ASI acknowledges that your User-Supplied Information may include confidential information such as personal or financial information relating to specific customers or clients. ASI may not use or disclose any such confidential information for any purpose other than to provide the Service pursuant to this Agreement or as may be required pursuant to a valid subpoena or other order of a court or government agency of competent jurisdiction. ####3. TERM & TERMINATOIN##Unless otherwise agreed in writing, your Subscription to the Service will be in effect for the time period set forth in your applicable order (the “Subscription Term”), which will automatically renew for additional Subscription Terms of the same duration unless either party provides notice of its intention not to renew at least 45 days prior to the end of the then-current Subscription Term. Failure to pay the applicable renewal fees will result in automatic revocation and termination of the Service and all rights and licenses granted hereunder at the end of the existing Subscription Term. To provide ASI notice of non-renewal, email advisorsupport@advisorsoftware.com with Non-renewal in the subject line.####Upon expiration or termination of this Agreement, all licenses granted in this Agreement terminate. Accrued rights to payment and remedies for breach, together with this Section 3 and Sections 4,5, 6, and 7 survive expiration or termination of this Agreement. ####4. DISCLAIMER. ##ASI AND ASI SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AS TO THE SERVICE (OR ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE), INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, NON INFRINGEMENT, ACCURACY, COMPLETENESS AND ORIGINALITY AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE OF TRADE OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. ##Without limiting the foregoing: ##(a) All elements of the Service are provided by ASI and ASI Suppliers on an "AS IS" and "AS AVAILABLE" basis. Neither ASI nor any of ASI's Suppliers warrants that data elements of the Service will be free from error or that the operation of the Service will be uninterrupted or error-free.##(b) ASI does not warrant that the Service complies with the securities laws of any jurisdiction or with the requirements of the FINRA.##(c) You acknowledge that information transmitted over the Internet (including but not limited to data elements of the Service and your User-Supplied Information) may be subject to third party interception and modification.####5. LIMITATION OF LIABILITY ##You are solely responsible for your use of the Service and for any damages to yourself or any third party, including your clients or customers, arising out of your use of the Service. Under no circumstances shall ASI or ASI Suppliers be liable hereunder for any indirect, incidental, special or consequential damages of any nature or kind whatsoever including, without limitation, lost profits, loss of goodwill, cost of procurement of substitute goods or services, loss or corruption of data, interrupted use or other economic loss in connection with or arising out of this Agreement, whether or not ASI was advised of the possibility of such damages. ##In no event may the total aggregate liability of ASI or ASI Suppliers to you or to persons claiming by or through you in connection with the Service, for any cause whatsoever and regardless of whether the claim or action is brought in tort, contract or otherwise, exceed the sum of $500 plus the total subscription fees paid by you with respect to the one-year period immediately preceding the event giving rise to the claim or action.####6. INDEMNITY##You will indemnify, defend and hold harmless ASI, ASI Suppliers and their respective officers, directors, employees, representatives and agents, from and against any and all damages, costs, fees and expenses (including, but not limited to, reasonable attorneys' fees incurred in accordance with this Agreement) arising from a third party claim, action or proceeding based on any use of the Service by or through you based on any decisions, analyses or actions arising out of any use of the Service by or through you.####7. MISCELLANEOUS PROVISIONS. ##7.1 Interpretation. This Agreement sets forth the entire agreement between you and ASI respecting its subject matter. No amendment of this Agreement is binding upon the parties unless made in writing and duly signed by both parties. Except as expressly provided in this Agreement, there are no intended third party beneficiaries of this Agreement, including your investment advice or financial planning clients. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision is deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement continues in effect. ####7.2 Force Majeure. No delay or failure of ASI to perform any of its obligations under the Agreement may be considered a breach of this Agreement if it results from any cause beyond its control including, without limitation, any act of God, earthquake, hurricane, flood, fire, natural catastrophe, severe weather, public emergency, accident, third party strike, lock-out or other dispute, riot, civil commotion, insurrection, or third party equipment or system failure. ####7.3 Notices. All notices or other communications required or contemplated under this Agreement other than those for which another delivery mechanism is specified must be in writing and made by personal delivery, overnight courier or first class mail at their respective notices address. Your notices address is your contact address specified in your subscription form, as the same may be updated from time to time. ASI's contact address is specified on the AppExchange listing, as the same may be updated from time to time. Notices are effective when received or receipted at the designated address. ####7.4 Governing Law and Forum. The validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the parties are governed by the laws of the State of California without regard to conflict of laws principles. You agree to submit to the personal and exclusive jurisdiction of the courts located within the City and County of San Francisco, California for the resolution of any disputes arising out of or in connection with this Agreement. ####Last Updated: September 10, 2013
