NFA Terms and Conditions
Advisor Portal User Agreement
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This Advisor Portal User Agreement ("Agreement") is made by and between New Frontier Advisors, LLC (the "Firm") and you (the "Advisor") upon the following terms and conditions:
1. Purpose. Firm provides a secure, password-protected web portal (the “Advisor Portal”) to permit Advisor access to certain documents, reports, and disclosures including unaudited performance reporting documents created or maintained by the Firm. The Firm has the sole discretion to decide what types of documents can be uploaded or viewed on the Advisor Portal.
Advisor agrees that nothing in this Agreement, nor the Firm’s granting Advisor access to the Advisor Portal, is intended to create or provide the terms of any fiduciary or advisory relationship with the Firm. Any such relationship shall be governed by the terms of a separate agreement between the Firm and Advisor.
2. Service Availability. Firm will use its best efforts to provide 24 hour daily availability of the Advisor Portal. However, Firm makes no representation or warranty that 24 hour service will be available. Advisor agrees and acknowledges that the Advisor Portal will, at times, be unavailable due to regularly scheduled maintenance, service upgrades or other mechanical or electronic failures. The Firm shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Advisor Portal. The Firm is not responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of any e-mail to be received by the Firm on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof, including any injury or damage to any computer or peripherals related to downloading any materials in from the Advisor Portal.
3. Security. Firm will use its best efforts to make the Advisor Portal secure from unauthorized access. The Advisor Portal will require industry standard 128 bit encryption on all communications between the Advisor's end user device and the Advisor Portal server. The Advisor Portal server operating system and applications software will be updated and virus-scanned regularly. However, Advisor recognizes that no completely secure system or electronic data storage transfer has yet been devised. Firm makes no warranty, express or implied, regarding the efficacy of the security of the Advisor Portal and shall never be liable for any claimed actual or consequential damages arising from any breach or alleged breach of security of the Advisor Portal. Additionally, because Firm does not control the security of the Internet or other networks used to access the Advisor Portal or communicate with the Firm, the Firm cannot be, and is not, responsible for the security of information that Advisor may choose to transmit to the Advisor Portal while it is being transmitted.
4. Login Accounts and Their Security. Advisor understands that the Advisor Portal is a secure website intended only to allow Advisor (including its employees or other personnel) to access information relative to the Firm’s services provided or offered to Advisor, and that it may contain confidential information of the Firm. Firm will set up individual login accounts (Advisor users) for those who need access to the Advisor Portal, as communicated to the Firm by Advisor pursuant to the provisions hereof. Advisor agrees not to share such login account credentials with any third party, and shall establish and enforce internal policies that its employees and personnel not share their individual login account credentials with any third party. In order to maintain security, Advisor agrees to designate a single individual (if Advisor is a business, this individual must be an owner or officer of Advisor) as the authorized person to contact Firm to request employee (user) logins. All logins will be transmitted by email to users. Additional user requests must be in writing by the Advisor’s designee.
5. Termination of Login Account. Advisor agrees to notify the Firm's portal administrator via email at firstname.lastname@example.org immediately when an individual login account is to be terminated. Firm will make every effort to terminate access immediately. However, Advisor cannot be assured that access has been terminated until Advisor receives an email confirmation of termination. Once access is terminated, it will no longer be possible to retrieve any documents housed on the Advisor Portal associated with the terminated user account.
6. Dispute Resolution. The parties agree that any dispute between Advisor and Firm relating to this Agreement, or the breach of it, shall, if negotiations and other discussions fail, be first submitted to mediation in accordance with the provisions of the Commercial Mediation Procedures of the American Arbitration Association (“AAA”) then in effect before resorting to arbitration. The parties agree to conduct the mediation in good faith and make reasonable efforts to resolve any dispute by mediation. Failure or refusal by either party to mediate shall not in any way affect any subsequent arbitration. The parties agree to conduct the arbitration in the Commonwealth of Massachusetts.
If the dispute is not resolved by mediation, the dispute shall be subject to binding arbitration under the Commercial Arbitration Rules of the AAA, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitrating shall be heard before one or more arbitrators selected in accordance with these rules. The parties agree to conduct the arbitration in the Commonwealth of Massachusetts. The arbitrator may only award actual damages and may not award consequential, exemplary or punitive damages. The prevailing party in any arbitration or litigation shall be entitled to recover from the other party reasonable attorney and expert witness fees, court costs, fees and expenses of the AAA, as the case may be, incurred in the same, in addition to any other relief that may be awarded.
Notwithstanding the provisions of the immediately preceding paragraph, neither Firm nor Advisor shall be compelled to arbitrate any dispute between the parties which arises out of or is related to any claim asserted against either party by a third party unless the third party (whether one or more) agrees to join the arbitration and can be compelled to join it.
7. Term and Termination. This Agreement and the services contemplated by it may be terminated by either Firm or Advisor with or without cause and with or without notice at any time; provided, however, that the disclaimers in Section 4 and Section 11, the dispute resolution provision in Section 7, and the intellectual property protections in Section 10, shall survive any termination.
8. No Unlawful and Prohibited Use. Advisor is prohibited from using the Advisor Portal to damage, disable, or overburden Firm's servers or network or impair the Advisor Portal or interfere with any other party's use of the Advisor Portal. Hacking, password mining, or any other means to gain unauthorized access to the Advisor Portal, user accounts, or the Firm’s computers or network is prohibited. Posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law is also prohibited. Firm will fully cooperate with any law enforcement authorities or court order requesting or directing Firm to disclose the identity of any one posting any such information and materials.
9. Intellectual Property and Copyright. All content and information on the Advisor Portal is the sole property of Firm and its partners. The Firm grants Advisor a limited, personal, nontransferable, nonexclusive, revocable license to access and use the Advisor Portal pursuant to this Agreement and to any additional terms and policies set forth by the Firm. Advisor agrees not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell or re-sell any data, content, information, software, products or services obtained from or through the Advisor Portal without the express written consent of the Firm.
The Advisor Portal contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Advisor Portal are protected by copyright, trademark, and other intellectual property laws of the United States. The Firm owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Advisor may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of such content, in whole or in part. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of the Firm or other copyright owner is permitted. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject the violator to civil and/or criminal penalties.
10. Disclaimer of Warranty; Limitation of Liability. Advisor expressly agrees that use of the Advisor Portal is at its sole risk. Neither the Firm, its subsidiaries affiliates nor any of their respective employees, agents, merchants, third-party content providers or licensors, or any of their officers, directors, employees or agents, warrant that use of the Advisor Portal will be uninterrupted or error free; nor do they make any warranty as to (i) the results that may be obtained from use of the Advisor Portal, or (ii) the accuracy, completeness, reliability or content of any information provided through the Advisor Portal. The Advisor Portal and all content, statements and other information contained thereon, and products and services accessible or available through the Advisor Portal, are made accessible or available on an “as is” and “as available” basis. The Firm hereby disclaims any and all representations, warranties and conditions, whether express or implied, as to the operation of the Advisor Portal or the content, statements or other information contained on the Advisor Portal, or the products or services accessible or available through the Advisor Portal, including, but not limited to, those of title noninfringement, merchantability, and fitness for a particular purpose.
In no event shall the Firm, its subsidiaries, affiliates nor any of their respective employees, agents, merchants, partners, third-party content providers or licensors, or any of their officers, directors, employees or agents, be liable for any indirect, incidental, special, consequential or punitive damages arising out of or related to Advisor’s use of the Advisor Portal, or the content, statements and other information contained therein.
11. Miscellaneous. This is the entire agreement between Firm and Advisor regarding its subject matter and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the parties with respect to use of the Advisor Portal. This Agreement does not modify or affect any other existing or future engagement letter or agreement between the Firm and Advisor. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. No waiver by either party of any breach or default or failure to exercise any right allowed under this Agreement shall be construed as a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under this Agreement. If an arbitrator or court of competent jurisdiction holds any provision of this Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect. This Agreement is made and entered into in the Commonwealth of Massachusetts and is to be construed under the laws of the Commonwealth of Massachusetts as they may be from time to time exist.