Carefully read this click wrap agreement. By clicking acceptance at the end of this agreement and/or accessing IncomeWizard or any other tangram solutions llc system ('tangram"), software, equipment, manuals, materials, information and services ("tangram offerings"), you become our subscriber and are subject to the terms and conditions of this subscriber agreement (the "agreement"). If you, the individual accepting this agreement, are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “subscriber” shall refer to such entity and its affiliates. If the individual accepting this agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this agreement and may not access or use IncomeWizard or other tangram offerings.
Subscriber hereby represents, agrees and is bound as follows:
Subscriber has fully and accurately completed his, her or its subscriber questionnaire and that such subscriber is an entity that is a registered broker-dealer, registered investment advisor and/or registered insurance agent or individual who is an associated person of such entity. Tangram reserves the right in its sole reasonable discretion to approve other subscribers not meeting these registration requirements based upon their sophistication, knowledge and/or experience with fixed indexed, hybrid and/or variable annuity products (hereinafter "variable annuity products").
Tangram hereby grants to subscriber, and subscriber hereby accepts, a non-exclusive, non-transferable license to have full access to and use of IncomeWizard and other tangram offerings. No title of ownership is conferred and subscriber may use licensed property to support his, her or its business to advise the latter's customers on the purchase and/or exchange of variable annuities. This license specifically restricts subscriber from being a re-distributor of IncomeWizard and other tangram offerings that could be construed in any manner to be competing with tangram or circumventing tangram in the latter's business of providing data and analytics products and services to the variable annuity products industry and its professionals.
IncomeWizard and any other tangram offerings are provided as is, without warranty of any kind by tangram, including , but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The entire risk as to the quality and performance of IncomeWizard and other tangram offerings are with subscriber. There is no representation or suggestion that IncomeWizard or other tangram offerings will meet subscriber's requirements, be error free, or operate without interruption.
Neither tangram nor any affiliate of tangram shall be liable to the subscriber for any loss, damages, claim or expense: (a) growing out ot the use or enjoyment of IncomeWizard or other other tangram offerings; or arising from or occasioned by any inaccuracy, error or delay in, or omission of or from the collection, calculation, compilation, maintenance, reporting or dissemination of any information derived from IncomeWizard or other tangram offerings resulting either from any act or omission by tangram or any affiliate of tangram, or from any act or omission by tangram or any affiliate of tangram, or from any act, condition or cause beyond the reasonable control of tangram or any affiliate of tangram, including, but not limited to flood, extraordinary weather conditions, earthquake or other acts of god, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, or equipment or software malfunction. Each subscriber expressly agrees, in consideration of receiving access to and use of IncomeWizard and/or other tangram offerings, to release and discharge tangram and any affiliate of tangram, and any members, officers, directors, employees and agents thereof, of and from all claims and damages arising from access to and use of IncomeWizard and/or other tangram offerings. If the foregoing disclaimer and waiver of liability, or any part thereof, should be deemed invalid or ineffective, the cumulative liability of tangram and its affiliates shall not exceed the actual amount of loss or damage, or the sum of total fees received under the subscription agreement by tangram from subscriber, whichever is less.
Subscriber agrees to pay all fees and charges imposed by tangram for subscription to IncomeWizard and other tangram offerings.
The agreement shall commence upon your acceptance of the agreement which will constitute the "effective date." the agreement shall be for a term of twelve months or one year from the effective date, and shall automatically renew for successive annual terms unless cancelled by a party by providing at least fifteen (15 days' prior electronic or written notice that it declines such automatic renewal. Tangram may from time to time modify and amend the agreement, including the fees it charges, and subscriber agrees to be bound by such terms. Subscriber may terminate the agreement upon ten (7) days' electronic or written notice of such modification or amendment. Upon any termination of the agreement, subscriber shall discontinue any use of IncomeWizard or other tangram offering, and delete any and all data and analyses received under the agreement.
RESERVATION OF RIGHTS.
Subscriber acknowledges and agrees that tangram reserves the right to terminate and/or impose special terms and conditions upon subscriber's use of, and access to, IncomeWizard and/or other tangram offerings for justifiable cause as determined in tangram's reasonable determination.
ILLINOIS LAW AND FORUM.
The agreement shall be governed by the laws of illinois without regard to its choice of law provisions. The parties submit to the exclusive jurisdiction of the state and federal courts situated in cook county, illinois.
Subscriber shall indemnify and hold harmless tangram and any affiliate of tangram, and any members, officers, directors, employees and agents thereof, from and against any and all claims arising out of or in connection with the agreement, including, without limitation, any liability, loss or damages (including, without limitation, attorneys' fees and other expenses) caused by any willful malfeasance or gross negligence by subscriber in access or use of IncomeWizard and/or other tangram offering.
(1.) Subscriber may not assign all or any part of the agreement without the prior written consent of tangram; (2.) In the event of any conflict between the terms and conditions of the agreement and any other agreements relating to subscriber and tangram, the terms and conditions of the agreement will prevail; and (3.) If, for any reason, one or more provisions of the agreement or part thereof is held invalid, the other provisions of the agreement, or parts thereof, shall remain in full force and effect.
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