PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY PRIOR TO REGISTERING FOR, USING OR TAKING THE RISA® (AS DEFINED BELOW). IF YOU DO NOT AGREE TO BE BOUND BY THIS TERMS OF USE AGREEMENT, PLEASE DO NOT ATTEMPT TO REGISTER FOR THE RISA®, TAKE THE RISA®, OR OTHERWISE ACCESS OR USE THE RISA®, THE SERVICE OR ANY PAGES THEREOF.
You must read the following information and agree to the terms and conditions (these “Terms”) before proceeding. By purchasing, registering for, using, taking, or providing the RISA® and any pages thereof (as defined below) to any third-party, you acknowledge that you, the user, have read and accept the terms and conditions set forth below and agree to be bound by such terms and conditions. If you do not agree to the terms and conditions, please do not attempt to register for the RISA®, use or take the RISA®, click “accept” or otherwise access the RISA® or any pages thereof. This Terms of Use Agreement (this “Agreement”) describes such terms and conditions and governs the relationship between you and/or any of your agent(s) (referred to herein as “you” or “your”) and RISA, LLC , each a Virginia limited liability company (the “Company,” “we,” “us” or “our”), with respect to your purchase and/or use of the RISA® accessible through our website at risaprofile.com, or any other website, email or link sent that is affiliated with or operated by the Company (collectively, the “Service”).
By purchasing, registering for, using and/or accessing the RISA® through the Service, you agree to be bound by these Terms. The RISA® is intended for the use of individual consumers and by professional investment advisors or other financial services professionals. If you are an individual consumer, investment advisor or other financial services professional who would like to learn more about the RISA® and related offerings, please contact us at (833) 828-9811 for more information.
Authorization to Analyze and Retain Personal and/or Financial Information
Company acts as your or your client’s authorized agent to utilize any personal and/or financial information provided by you or your client during their use of the Service, in order to provide the Service. The Company retains all such information and uses it to provide the results of their RISA®. Your use of the Service acknowledges your consent to use and retain such information in the provision of the Service and is a representation that you have the consent and authorization from your client to have the Company use and retain your client’s information so that the Company may provide the Service.
Client Consent and Approval
You confirm and represent to the Company that you have entered into an agreement with your client granting you the right and ability to have their personal and financial information stored and analyzed by Company. You shall not attempt to order or use the Service on behalf of a client unless the client has provided you with such consent. Such agreement does not need to be specific to the Company, but must be broad enough to provide authority for the Company to receive, store and analyze such personal and financial information.
1. DEFINITIONS
The RISA® Profile (the “RISA®”) shall mean one or more questionnaires and the profiles and outputs created therefrom offered by Company and provided by Company through the Service, and designed to provide individuals and financial professionals with information related to personal financial planning and investing, to be used through the Service or mobile application, and any upgrades from time to time and any other software or documentation which enables the use of the questionnaire or the profile created therefrom. References to “Service” in this Agreement shall be deemed to include the RISA®, and references to the RISA® shall be deemed to include the “Service.”
2. USE OF THE RISA®
The RISA® has been prepared by Company for informational purposes only. You must be at least 18 years of age to access, take and use the RISA®. The information and questions contained in the RISA® are intended for United States residents, and are for reference only. None of the services referred to on this Service have been approved for sale or purchase by any authority outside the United States. Persons resident in places other than the United States should consult their professional advisers as to whether they may subscribe for the products and services described in this Agreement or whether they require any governmental or other consents or need to observe any formalities to enable them to do so. The information contained in the RISA® does not constitute a distribution, an offer to buy or sell any securities or the solicitation of any offer to buy or sell any securities, or an offer to engage the investment management services of Company in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Without limitation, the questions in the RISA® are not for distribution. It is the responsibility of the persons who access the RISA® to observe all applicable laws and regulations.
By purchasing, accessing, and/or otherwise using the RISA®, you are agreeing to this Agreement. By purchasing, accessing, and/or otherwise using the RISA®, you are certifying and acknowledging that: (i) you are using the RISA® for your personal benefit (or the benefit of you and your spouse) and/or the personal benefit of your clients, and not for others; (ii) all information you have submitted is complete and accurate, and that you have not submitted false information; (iii) your purchase or use of the RISA® is not in violation of any federal, state, and local laws and regulations; (iv) you (or you, with the help of your chosen advisor) are fully responsible for your own investment decisions. Company can cancel the access of any user at any time. Without limiting the foregoing, some of the reasons we would cancel access include: (i) violation of this Agreement; (ii) requests by law enforcement or other government agencies; (iii) dismantling of the Service or discontinuing or materially modifying the Service (or any part of the Service); and (iv) unexpected technical or security issues or problems. All decisions regarding cancellation will be made solely by the Company. In the event your access is cancelled, no refund or partial refund of payment will be made for payments made to use or access the RISA®.
While every reasonable precaution has been taken to ensure the accuracy, completeness, security and confidentiality of information available through the Service, Company makes no warranty as to the accuracy, completeness, security and confidentiality of such information. Company, its affiliates, directors, officers, members, managers, employees or agents accept no liability for any errors or omissions relating to information available through the Service. Company cannot be held responsible for any consequence of any action carried out by any user authorized or unauthorized.
This Agreement is in addition to any other agreements between you and Company, including any customer or account agreements, and any other agreements that govern your use of Company’s products, services, content, tools and information available through the Service.
We reserve the right to change the RISA®, the Service and this Agreement at any time without notice. If you access or otherwise use the RISA® after this Agreement has been amended and published, you will be deemed to have agreed to this Agreement, as amended.
Information contained in the RISA® does not constitute investment advice. You are solely responsible for determining whether any investment, security or strategy, or any other product or service is appropriate or suitable for you based on your investment objectives and personal and financial situation. Any person considering any investment or financial product should seek independent advice on the suitability or otherwise of the particular investment or product. While certain tools available through the Service may provide general investment or financial analyses based upon your personalized input, such results are for your information purposes only and you should refer to the assumptions and limitations relevant to the use of such tools as set out in this Agreement. You should consult your independent professional advisors if you have any questions. By accepting this Agreement, you represent that you have the capacity to be bound by it or, if you are acting on behalf of an entity, that you have the legal authority to bind such entity. Before you continue, we encourage you to print or save a local copy of this Agreement for your records.
3. FEES AND SUBSCRIPTIONS
Fees
Fees for access to each RISA® are paid at a fixed rate. Any purchased RISA®s must be used before the end of the term specified at the time of purchase. We reserve the right to change the rates at any time with no notice to you.
Subscriptions
Some parts of the Service may be billed on a subscription basis (“Subscription“). You will be billed in advance on a recurring and periodic basis (“Billing Cycle“). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew in accordance with these Terms unless you cancel it or Company cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Company customer support team at community@RISAProfile.com.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Company to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
4. ASSOCIATED RISKS
Before using the RISA®, you should consider the following risks:
i. While the RISA® is designed to meet the objectives outlined in this Agreement, there is no certainty or warranty that such will occur through implementation of recommendations.
ii. We do not have custody of your assets.
iii. Supplementary tax advice from a professional may be necessary to minimize the impact of tax liabilities you may incur.
iv. We rely on third parties for the provision of certain information and services. While we believe these third-party service providers are generally reliable, there could be errors that are beyond our control in the information and/or services they provide. Such errors could compromise the results of the RISA®.
5. THIRD PARTY CONTENT
The RISA® and the Service may include material from third parties or links to websites maintained by third parties some of which is supplied by companies that are not affiliated with any Company entity (“Third-Party Content“). Third-Party Content is available through framed areas, through hyperlinks to third-party websites, or is simply published on the Service. The Third-Party Content is protected by copyright pursuant to United States law and is owned or licensed by the Third-Party Content provider(s) credited. Company is not liable for any Third-Party Content and/or your use of Third-Party Content.
Company has not been involved in the preparation, adoption or editing of such Third-Party Content and does not explicitly or implicitly endorse or approve such Third-Party Content. Any opinions or recommendations expressed on Third-Party Content are solely those of the independent providers, not of Company. Company is not responsible for any errors or omissions relating to specific information provided by any third-party. While Company attempts to provide accurate and timely information to serve the needs of users, neither Company nor the Third-Party Content providers guarantee its accuracy, timeliness, completeness, usefulness or any other aspect of the information and are not responsible or liable for any such content or your use thereof, including any advertising, products, or other materials on or available from third party websites. You will access and use Third-Party Content at your own risk. Third-Party Content is provided for informational purposes only, and Company and the Third-Party Content providers shall not be liable for any loss or damage arising from your reliance upon such information.
6. LICENSE
Subject to these Terms and your compliance with these Terms, and in consideration of the payment of the subscription fee, Company hereby grants to you, during your Subscription term, a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service to support your permitted use of the Services.
Except for the licenses granted herein, Company grants to you no express or implied license or other right under any patent, copyright, trademark, know-how or other intellectual property rights. Company reserves all rights not expressly granted.
License Restrictions
You agree not to (and not to allow any third party to):
a) use the Service for any reason or manner, other than as permitted under these Terms;
b) lease, license, sublicense, rent, distribute, sell, or resell the right to use or access the Service or any part thereof;
c) allow your license or the output generated from this license to be used by any other party to provide services to clients, unless that other party has a license from Company to use the Service;
d) infringe or misappropriate any intellectual property right, contract or tort right of any person or third party;
e) use any device, software or routine to interfere with or disrupt the proper functioning of the Service, our website, or any part thereof;
f) engage in any unacceptable or unlawful use of the Service including to (i) attempt to gain unauthorized access to the Service; (ii) create a false identity or to otherwise attempt to mislead us or any person on the identity or origin of any account or communication; (iii) harvest, collect, otherwise handle or permit others to do the same, without obtaining the proper consents in breach of any privacy or any other applicable laws;
g) reproduce, duplicate, republish, copy, reformat, display, reverse engineer, reverse assemble, in any form or by any means any part of the Service, including the layout or look-and-feel of our website, any materials retrieved therefrom and the underlying HTML code, except where such restriction is expressly prohibited by law;
h) modify, translate, or create derivative works based on the Service;
i) obfuscate, remove or alter any of the proprietary notices or legends or other notices or markings on or in any of the Service;
j) store Company’s materials in any storage and retrieval system without the prior written permission from Company; or
k) interfere with or damage the Service, including, without limitation, disseminate, store or transmit viruses, trojan horses or any other malicious code or program.
Company has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Company may access, preserve and disclose any of your information if Company is required to do so by law, or if Company believes in good faith that it is reasonably necessary to (i) respond to claims asserted against Company, or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer Company agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Company, its users, or members of the public.
You acknowledge and agree that Company has no obligation to monitor your access to or use of the Service, but has the right to do so for the purpose of operating and improving the Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms.
7. INTERNET COMMUNICATION
Messages sent over the Internet cannot be guaranteed to be completely secure. Company will not be responsible for any damages incurred by you as a result of any delay, loss, diversion, alteration or corruption of any message either sent to or received from Company at your request, over the Internet.
Communication over the Internet may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic or incorrect data transmission due to the public nature of the Internet or otherwise.
Company does not represent or warrant that the RISA® will be available and meet your requirements, that access will not be interrupted, that there will be no delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for adequate protection and back up of data and/or equipment and for undertaking reasonable and appropriate precautions to scan for computer viruses or other destructive properties. Company makes no representations or warranties regarding the accuracy, functionality or performance of any third-party software or service providers that may be used in connection with the RISA® or the Service.
8. INTELLECTUAL PROPERTY RIGHTS
Copyright, trademarks, database rights, patents and all similar rights provided through the Service and the information contained in the RISA® are owned by Company, its licensors or relevant Third-Party Content providers (or their licensors). You may use the information on this Service and reproduce it in hardcopy for your personal reference only. The information may not otherwise be reproduced, distributed or transmitted to any other person or incorporated in any way in to another database, document or other material. Any copy of materials which you make from the Service must retain all copyright or other proprietary notices and disclaimers contained therein. Trade names referred to in this RISA® are trademarks owned by or licensed to Company or other content providers. Trademarks owned by Company or providers of content on the Service are used to act as an indication of source or origin of associated services. Nothing on the Service should be considered as granting any license or right under any trademark of Company or any third party, nor should a user attempt to use, copy adapt or attempt to register any similar trademarks to any trademarks or logos appearing on the Service or in the information herein.
RIO, CARE Analysis, PAY Rule, RISA, Retirement Income Style Awareness and related symbols are trademarks of Company or its licensors.
Third-party marks appearing in the RISA® are the property of their respective owners and used with the permission of such owners, where necessary.
9. AVAILABILITY
Company will use reasonable efforts to make the RISA® available at all times. However, you acknowledge the RISA® may be affected by factors outside of the Company’s reasonable control and may be rendered unavailable during periods of maintenance. Company does not accept any responsibility whatsoever for unavailability of the RISA®, or any difficulty or inability to download or access content or any other communication system failure which may result in the RISA® being unavailable due to issues (i) caused by factors outside of Company’s reasonable control; (ii) that resulted from your or any third-party’s actions or inaction; (iii) that resulted from your equipment and/or third-party equipment not within Company’s sole control; or (iv) connections to the internet which are not within Company’s sole control.
10. DISCLAIMER OF WARRANTIES
You assume full responsibility for using the information provided through the RISA®. The RISA® is not an attempt to provide professional advice. You are strongly encouraged to seek the services of a qualified professional for advice related to your specific needs. Company makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information provided through the RISA®.
Company disclaims all express and implied warranties with regard to the RISA®. The RISA® are provided “as is” and “as available.” COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF ANY INDIVIDUAL’S USE OF, REFERENCE TO, RELIANCE ON, OR INABILITY TO USE, THE RISA® OR THE INFORMATION PRESENTED IN THE RISA®. COMPANY IS NOT RESPONSIBLE IN ANY MANNER FOR DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE RISA® OR SERVICE.
11. PRIVACY
We aim to protect your right to privacy by satisfying the requirements of privacy laws and standards. For more detailed information regarding our privacy policy, please see our Privacy Policy https://risaprofile.com/risa-privacy-policy/.
TYPES OF NONPUBLIC PERSONAL INFORMATION WE COLLECT
We collect nonpublic personal information about you that is either provided to us by you or obtained by us with your authorization.
PROTECTING THE CONFIDENTIALITY AND SECURITY OF RISA® USERS INFORMATION
We retain records relating to services that we provide in relation to the RISA® so that we are better able to assist you with your needs. In order to guard your nonpublic personal information, we maintain physical, electronic, and procedural safeguards that comply with industry standards.
Please email community@risaprofile.com if you have any questions, because your privacy, and the ability to provide you with quality service are very important to us.
12. WAIVER, RELEASE AND LIMITATION OF LIABILITY
YOU AGREE THAT COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, MANAGERS, SUCCESSORS, AND ASSIGNS, INFORMATION PROVIDERS, PARTNERS (INCLUDING, WITHOUT LIMITATION, RESELLERS, INTERNET PORTAL PROVIDERS AND FINANCIAL INSTITUTIONS THROUGH WHOM YOU MAY HAVE BEEN INTRODUCED OR PROVIDED ACCESS TO THE RISA®, CONTENT OR REPORTS) AND SUPPLIERS (COLLECTIVELY, THE “COMPANY GROUP”) SHALL HAVE NO LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE RISA®. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE COMPANY GROUP (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF ANY OF THE COMPANY GROUP) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE RISA®. NOTWITHSTANDING THE FOREGOING PARAGRAPH, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE COMPANY GROUP, IF ANY, FOR LOSSES OR DAMAGES SUSTAINED BY YOU SHALL NOT EXCEED THE LESSER OF: (A) THE AGGREGATE OF FEES PAID BY YOU OR ON YOUR BEHALF FOR THE RISA® DURING THE CALENDAR YEAR IMMEDIATELY PRECEDING THE DATE WHEN LIABILITY AROSE; OR (B) ONE HUNDRED DOLLARS ($100.00) (USD). IN NO EVENT SHALL THE COMPANY GROUP BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM ANY USE OF THIS WEBSITE, THE RISA® OR THE CONTENT (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AVAILABILITY OF THE RISA® DEPENDS ON MANY FACTORS, INCLUDING YOUR CONNECTION TO THE INTERNET, THE AVAILABILITY OF THE INTERNET AND THE INTERNET BACKBONE AND EQUIPMENT THAT, BY ITS NATURE, IS NOT FAULT TOLERANT. COMPANY SHALL NOT BE RESPONSIBLE FOR YOUR INABILITY TO ACCESS THE RISA®, OR DATA OR OUTPUT ERRORS (I) CAUSED BY FACTORS OUTSIDE OF COMPANY’S REASONABLE CONTROL; (II) THAT RESULTED FROM YOUR OR ANY THIRD-PARTY’S ACTIONS OR INACTION; (III) THAT RESULTED FROM YOUR EQUIPMENT AND/OR THIRD-PARTY EQUIPMENT NOT WITHIN COMPANY’S SOLE CONTROL; OR (IV) CONNECTIONS TO THE INTERNET WHICH ARE NOT WITHIN COMPANY’S SOLE CONTROL.
THE RISA® AND SERVICE DO NOT RECOMMEND, GUARANTEE OR REPRESENT THAT FUTURE PERFORMANCE OF INVESTMENT OR INSURANCE PRODUCTS OF ANY KIND CAN BE PREDICTED. RISA® RESULTS ARE PROVIDED MERELY FOR INFORMATION PURPOSES AND FOR YOUR CONVENIENCE AND SHOULD NOT BE REGARDED AS ADVICE OR A PREDICTION OR GUARANTEE OF ANY FUTURE RESULTS.
SOME STATES DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY AS SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION DOES NOT APPLY OR IS DEEMED TO BE INVALID OR UNENFORCEABLE, FOR ANY REASON, THEN UNDER THOSE CIRCUMSTANCES, THE AGGREGATE LIABILITY AND DAMAGE EXCLUSION SHALL ONLY BE RESTRICTED OR DIMINISHED TO THE EXTENT NECESSARY TO BE LEGALLY ENFORCEABLE. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT. THE LIMITATIONS OF DAMAGES AND EXCLUSIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US AND WE WOULD NOT BE ABLE TO HAVE PROVIDED YOU THE RISA® AT THE PRESCRIBED FEES WITHOUT SUCH LIMITATIONS.
13. INDEMNITY
You agree, at your own expense, to indemnify, defend and hold harmless the Company Group from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with the RISA®, or any links on the Service, including, but not limited to: (i) your use of the RISA®; (ii) use of the RISA® by someone using your account; (iii) a violation of this Agreement by you or anyone using your computer (or account, where applicable); (iv) a claim that any use of the RISA® by you or someone using your computer (or account, where applicable) (a) infringes any intellectual property right of any third-party, (b) violates any right of privacy or publicity, or (c) engages in activity that is libelous or defamatory, or otherwise results in injury or damage to any third-party; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of the RISA® by you or someone using your computer (or account, where applicable); (vi) any misrepresentation or breach of representation or warranty made by you contained herein; or (vii) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense. You acknowledge and agree to pay reasonable attorneys’ fees incurred by us in connection with any and all lawsuits brought against you by the Company Group under this Agreement, including without limitation, lawsuits arising from your failure to indemnify us pursuant to this Agreement.
14. MISCELLANEOUS
(i) Entire Agreement. This Agreement (including the Terms of Use) constitutes the entire agreement between us with respect to your use of the Service and/or the RISA® and supersedes all representations, agreements and other communications regarding your rights to use the RISA®. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.
(ii) Amendments. Only Company can amend this Agreement by posting such amendments on the Service, and no employee or agent of Company has the authority to vary this Agreement. It is your sole responsibility to check the Service from time to time to view such changes in the Agreement. If you do not agree to any of the changes, if and when such changes are made, you must cease using the RISA®. Your continued use of the RISA® after any amendments to this Agreement indicates that you agree to such amendments.
(iii) Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect as nearly as possible our original intent, and the remaining portions shall remain in full force and effect. Company also reserves the right, in its sole option, to terminate this Agreement if any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable.
(iv) Governing Law; Jurisdiction. This Agreement will be governed solely by the internal laws of the Commonwealth of Virginia without reference to its principles of conflicts of law. You expressly agree that exclusive jurisdiction for any claim or dispute with us or relating in any way to your use of the RISA® or the Service shall be in the state federal courts in within the U.S. federal Eastern District of Virginia, Alexandria division (and the courts of appeal therefrom), and expressly consent to the personal jurisdiction of such courts.
(v) WAIVER OF JURY TRIAL. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE RISA® OR THE SERVICE.
(vi) Relationship of the Parties. You and we are independent contractors and this Agreement does not create any joint venture, employment, agency or partnership relationship.
(vii) Notices. We may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Service, or by written communication delivered by first class U. S. mail to your address on record in your account information, if any. Such notices shall become effective immediately. You may give notice to us at any time by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address: RISA, LLC 1900 Gallows Rd STE 350, Tysons, VA 22182.
(viii) Disclosure. Company reserves the right to take steps Company believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that subject to its obligations under applicable law, Company has the right, without liability to you, to disclose any account information and/or private information to law enforcement authorities, government officials, and/or third parties, as Company believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement or to comply with applicable law or contractual obligations (including, but not limited to, Company’s right to cooperate with any legal process relating to your use of the RISA® or its obligations to financial institutions who have the right to verify that we are using your data in accordance with the terms of their distribution terms). We will take measures that we believe are commercially reasonable to protect the confidentiality of your information.
(ix) Assignment. You may not assign this Agreement without our consent. We may assign our rights under this Agreement, in whole or in part, to any person or entity without notice to you.
(x) No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
