ADVISOR TERMS AND CONDITIONS OF USE
Effective as of 23 April 2019
ADVISOR TERMS AND CONDITIONS OF USE
PlanPlus Global Inc. (referred to as “PlanPlus”, “we”, “us” or “our”), is a company registered in Ontario, Canada, whose registered office is at 55 Mary St., Suite 200, Lindsay, Ontario, Canada K9V 5Z6.
PlanPlus Global Inc. designs software for use by subscribing financial services providers’ (the “Subscriber”) financial planners, wealth managers, brokers or other financial advisors (“Advisor”) to support the Advisor in exercising their professional judgement in providing financial guidance or advice to the Advisor’s clients (the “Clients”). PlanPlus’s software is available to Subscribers as an annual subscription service (paid monthly or annually) as presented and offered from-time-to-time at www.planplusglobal.com, which includes but is not limited to the SuitabilityPro: FinaMetrica Profiler (“Profiler”), SuitabilityPro: ProTracker and SuitabilityPro: ProPlanner, which may include a collaborative website portal from which Advisors can interact with their Clients (“Client Portal”), collectively referred to as the “SuitabilityPro Modules”. The SuitabilityPro Modules are delivered from the websites www.suitabilitypro.com, www.suitabilitypro.com/miplanplus/ and www.planplusglobal.com (“Websites”). Collectively, the SuitabilityPro Modules, the Client Portal, the Websites, and other services or products offered by PlanPlus on the Websites or elsewhere shall be referred to hereafter as the “PlanPlus Global Software”.
The SuitabilityPro: FinaMetrica Profiler provides an assessment of a Client’s financial risk profile (the “Profile”), comprising the risk tolerance questionnaire (the “Test”), a financial experience and knowledge questionnaire and a KYC (know-your-client) questionnaire, all of which can be taken by the Client through the Client Portal, and a Methodology for using the results of the Profile, the Client’s Financial Data and Advisor’s Planning Assumptions in the financial advising process to provide guidance or advice for a recommended portfolio suitable for the particular Client. The Test statistically compares the Client’s risk tolerance answers with the answers of a large sample population of clients to provide Advisors with an objective starting point for Client discussions regarding suitable risk and reward parameters. The Client’s Profile, Advisor’s Planning Assumptions, client-specific notes taken by the Advisor when engaging with the Client, and Advisor’s recommendations, guidance or advice are captured in a Report. The Advisor shares the Report (in person, printed or through the Client Portal) with the Client, which is then reviewed by the Advisor and their Client. If the Subscriber has signed up for the FinaMetrica Profiler, the Websites provide access to and use of the FinaMetrica Profiler.
The SuitabilityPro: ProPlanner provides an assessment of a Client’s financial goals, income, assets, liabilities, portfolios and other financial information (“Financial Data”) and a Methodology for the advisor to use the results of the Client’s Financial Data and Advisor’s Planning Assumptions (as well as the Profile if the Subscriber has also signed up for the FinaMetrica Profiler) to assist the Advisor in developing a suitable guidance or advice for the Client in the form of a financial plan. The Client’s Profile (if also using the Profiler), Financial Data, Advisor’s Planning Assumptions, client-specific notes taken by the Advisor when engaging with the Client, and Advisor’s recommendations, guidance or advice may be captured in a Report. The Advisor shares the Report (in person, printed or through the Client Portal) with the Client, which is then reviewed by the Advisor and their Client. If the Subscriber has signed up for the ProPlanner, the Websites provide access to and use of the ProPlanner.
The SuitabilityPro: ProTracker provides a Methodology for using the results of the Client’s Financial Data and/or the Profile and an Advisor’s Planning Assumptions in the financial advising process to monitor the Client’s Financial Data over time and provide mechanisms to verify and notify the Advisor and/or Client if the Advisor’s recommendations or plan are on-track through automated monitoring of some or all of the Client’s Financial Data, the prices of financial products provided by third party vendors, and/or other relevant information provided by the Advisor or the Advisor’s back-office systems. Advisors can only subscribe to the ProTracker if they are currently Subscribers to either the FinaMetrica Profiler or ProPlanner modules. If the Subscriber has signed up for the ProTracker, the Websites provide access to and use of the ProTracker.
PlanPlus does not warrant or represent that the results of the PlanPlus Global Software, including the Test, correctly assesses your Client’s current state of mind or will predict your Client’s future state of mind or behaviour. Further, PlanPlus does not warrant and represent that the PlanPlus Global Software will generate a particular level of return for a particular level of risk. PlanPlus has no control over the Advisor’s or Client’s use of the PlanPlus Global Software, the Report and related information, and accepts no liability for use of the PlanPlus Global Software.
Your access to and use of PlanPlus Global Software will indicate that you have read and understand this Agreement and accept its terms and conditions. DO NOT PROCEED TO ACCESS AND USE the PLANPLUS GLOBAL SOFTWARE UNTIL YOU HAVE CAREFULLY READ THE FOLLOWING. If you accept this Agreement, including all of its terms, please click on the “Accept” button. You may also wish to print and/or save a copy of this Agreement for your records. If you do not accept this Agreement, you will not be able to access and use the PlanPlus Global Software.
If the Subscriber or Subscribed Advisor has a free thirty (30) day trial subscription for the PlanPlus Global Software (“Trial”), by clicking the “Accept” button you acknowledge and agree that the terms of this Agreement are applicable to the Trial period and any extension thereof, as well as to any subsequent period for which a subscription fee is paid to PlanPlus by the Subscriber.
REGISTRATION, SECURITY & MONITORING
PlanPlus has registered you to use the PlanPlus Global Software as a Subscribed Advisor and provided you with a Username and Password (“Logon”).
You agree to keep your Logon secure and confidential and to prevent unauthorised use of and access to the PlanPlus Global Software. You are entirely responsible for all activities associated with or arising from any use of your Logon (regardless of whether you authorised such use). The Logon must be used only by you and cannot be transferred to another Advisor or any other person or third party. You must notify PlanPlus immediately if you become aware of any unauthorised use of your Logon.
PlanPlus may (but has no obligation to) monitor usage of the PlanPlus Global Software via your account (including but not limited to concurrent usage of your Logon) and may take any action it deems appropriate, including immediately terminating this Agreement.
If the Subscriber is trialling the PlanPlus Global Software, the Subscriber’s Trial will begin on the date that PlanPlus notifies the Subscriber of the Logon for the Subscriber’s Advisors. The Company, and the Subscriber’s Advisors, will have unlimited use of the PlanPlus Global Software during the Trial. If the Subscriber is trialling the system on a commercial basis, at the end of the Trial, the Subscriber may be asked by email to subscribe.
After the end of the Trial, PlanPlus may terminate the Subscription without notice. If the Trial ends without an agreement to move to a commercial subscription, any data submitted by Subscriber or the Subscribed Advisors or Clients to the PlanPlus Global Software during the Trial shall be destroyed, unless PlanPlus is required to retain the data pursuant to the laws of Canada.
LICENSE, INTELLECTUAL PROPERTY RIGHTS, AND RESTRICTIONS
In respect of the PlanPlus Global Software, PlanPlus is the owner or licensee of:
- all copyrights, trade or service marks, designs, patents, trade, business or company names or other proprietary rights related to the PlanPlus Global Software;
- any right to registration or application for registration of the rights referred to in paragraph (a); and
- algorithms, trade secrets, ideas, concepts, methods, know-how and techniques related to the PlanPlus Global Software (collectively, “PlanPlus’s Intellectual Property Rights”).
This Agreement only gives the you some rights to access and use the PlanPlus Global Software. PlanPlus reserves all other rights. You are granted a non-exclusive, non-transferable, non-assignable, terminable permission to access and use the PlanPlus Global Software for the duration of the Trial or paid Subscription subject to the terms and conditions of this Agreement. The PlanPlus Global Software may be accessed and used by you solely in connection with the Subscriber’s and/or your business, and the access is granted without the right to further sub-license or sub-contract. You are expressly prohibited from using the PlanPlus Global Software in a ‘back-office’ environment for persons who are not Subscribed Advisors. You are expressly prohibited from using the PlanPlus Global Software for more than 100 Clients for any particular Subscribed Advisor.
You accept that in relation to your access to and use of the PlanPlus Global Software:
- You will not seek to register any of PlanPlus’s Intellectual Property Rights;
- You are only permitted to use the PlanPlus Global Software for the purposes of providing financial advice to Clients as set out in this Agreement, and during the term of this Agreement;
- You will not exploit, sell, redistribute, lease, rent or sublicense access to or use of any of the SuitabilityPro Modules to any person;
- You will not copy, publish, modify, adapt or reproduce any part of the PlanPlus Global Software, except insofar as such is for your or your Clients’ use in the management of your Clients’ financial affairs;
- You will only use the PlanPlus Global Software only as described in the Documentation;
- If you use mappings and/or descriptors within the PlanPlus Global Software you are responsibility to monitor whether there have been changes in the strategic asset allocations from those that applied when the mappings and descriptors were created, as these strategic asset allocations may be changed by the third party from time to time at their sole discretion;
- You will not make copies of any related Documentation, Reports or other outputs for any purpose unconnected to this Agreement;
- You will not reverse engineer, decompile, decode, decrypt or disassemble the whole or any part of the PlanPlus Global Software or directly or indirectly allow or cause a third party to reverse engineer, decompile, decode, decrypt or disassemble the whole or any part of the PlanPlus Global Software except to the extent otherwise authorized by applicable law;
- You will not do or omit to do, or authorize any third party to do or to omit to do, anything which could invalidate or be inconsistent with PlanPlus’s Intellectual Property Rights or the PlanPlus Global Software or this agreement;
- You will not commit any act or omission the likely result of which is that PlanPlus’s or the PlanPlus Global Software’s reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on PlanPlus’s interests;
- You will promptly advise PlanPlus if you become aware of any unauthorized use of the PlanPlus Global Software or any infringement of PlanPlus’s Intellectual Property Rights;
- You will not remove, alter or otherwise tamper with any trade-marks, trade names, logos, numbers or other means of identification on any aspects of the PlanPlus Global Software which come into your possession, custody or control, and will not place any other trade mark or trade name on any aspects of PlanPlus Global Software or on any packaging or other materials used in connection therewith without the express consent of PlanPlus;
- You will promptly advise PlanPlus of any complaint received by you regarding the PlanPlus Global Software; and
- You will report to PlanPlus all software errors or interruptions in the use of the PlanPlus Global Software as soon as they come to your attention.
This Agreement does not limit any rights that PlanPlus may have under trade secret, copyright, patent, trademark or other laws.
ACCESS TO THE PLANPLUS GLOBAL SOFTWARE
In order to use the PlanPlus Global Software, you will require the necessary software, hardware and connection to the World Wide Web (WWW). The Subscriber is responsible for ensuring that you have the necessary software and hardware, and the associated WWW connections. PlanPlus is not responsible for any problems caused your software or hardware, including any virus or related problems associated with their use of the PlanPlus Global Software on your equipment. You are responsible for ensuring that you, during the continuance of this Agreement, maintain and use appropriate virus-protection software on your equipment used to access the PlanPlus Global Software.
PlanPlus does not guarantee that PlanPlus Global Software will always be available or be uninterrupted. PlanPlus accepts no liability for any failure to comply with this Agreement. PlanPlus has no control over your or your Client’s use of the PlanPlus Global Software and accepts no liability for such use.
YOUR REPRESENTATIONS AND RESPONSIBILITIES
PlanPlus is not engaged in rendering investment or financial advice, and you acknowledges and agree that the information, reports and other outputs provided by the PlanPlus Global Software do not constitute the provision of financial advice, financial guidance or investment strategy recommendations for a Client in any specific situation or under any circumstance. The PlanPlus Global Software is intended to provide you with information that can be used in the processes you follow to obtain your Clients’ properly informed consent and to use your own professional judgement to provide your Clients with your financial advice or guidance with regards to your Client’s risk, financial goals and financial plans..
YOU ARE RESPONSIBLE FOR ENSURING THE ADVICE AND/OR GUIDANCE YOU GIVE YOUR CLIENTS IS SUITABLE FOR YOUR CLIENT. THE PLANPLUS GLOBAL SOFTWARE IS ONLY A TOOL USED TO ASSIST YOU IN DEVELOPING FINANCIAL ADVICE AND/OR GUIDANCE FOR YOUR CLIENTS, AND IN NO WAY REPLACES YOUR PROFESSIONAL JUDGEMENT OR OTHER OBLIGATION TO YOUR CLIENT IN FORMULATING AND DELIVERING SAID ADVICE OR GUIDANCE TO YOUR CLIENT. HISTORICAL RESULTS FROM ANALYSIS OF SAMPLE PORTFOLIO PERFORMANCE ARE PROVIDED MERELY FOR INFORMATION PURPOSES AND SHOULD NOT BE REGARDED AS A PREDICTION OR GUARANTEE OF ANY FUTURE RESULTS.
You acknowledge that you will exercise their own independent professional judgment in using any of the information and/or Reports provided by the PlanPlus Global Software and that the you will conduct separate research into the suitability of the PlanPlus Global Software and the information provided by the PlanPlus Global Software for a client’s particular financial situation, circumstances, attitudes, motivations and preferences.
Upon Logon to the PlanPlus Software for the first time, Subscribed Advisors will be asked to accept the Advisor Terms and Conditions. The Subscribed Advisor will also be asked to either accept default settings or input the Advisor’s Planning Assumptions own values, including those for the Professional Judgement Matrix, Capital Market Assumptions and Default Investment Policies. Advisors will be asked to accept default settings for the Professional Judgement Matrix, Capital Market Assumptions and Default Investment Policies every time the Advisor logs in until the Advisors inputs their own values (or accepts the default) in Settings. Subscribers and Advisors are responsible for exercising their professional judgment when setting (or accepting the defaults) for the Professional Judgement Matrix, Capital Market Assumptions and Default Investment Policies, and PlanPlus is not responsible for the Advisor’s Planning Assumptions, settings, or the Advisor’s use of the Professional Judgement Matrix, Capital Market Assumptions and Default Investment Policies, including their use for advising Clients.
The PlanPlus Global Software may provide you with a “Report”, which may include a Client’s Profile, Financial Data, the Test, Advisor’s Planning Assumptions, client-specific notes taken by the you when engaging with your Client, and your recommendations, guidance or advice. You must review the Report with your Client and use the results of such review and your professional judgment to adjust the Report. PlanPlus has no control over your or any of your Clients’ use of the PlanPlus Global Software, the Report and related information, and accepts no liability for such use.
You bear all responsibility for advice and services furnished to Clients, regardless of whether the PlanPlus Global Software and/or any of the Reports or other information provided by the PlanPlus Global Software was employed in the development of such advice. You agree to indemnify PlanPlus and its subsidiaries, affiliates, officers, directors, employees, agents and contractors from any and all claims, liability, damages and/or costs (including without limitation legal fees) incurred by or awarded against PlanPlus or its subsidiaries, affiliates, officers, directors, employees, agents and contractors of or in connection with the provision of advice and services furnished by you to Clients or any third party, regardless of whether the PlanPlus Global Software was employed in the provision of such advice and services.
You represent and warrant to PlanPlus that you have all the required licenses to engage in the services associated with the use of the PlanPlus Global Software, and that your access to and use of the PlanPlus Global Software and any outputs from the PlanPlus Global Software, such as Reports or information presented on the Client Portal, will be represented accurately and used in compliance with all applicable laws and regulations.
You have not relied on any representation made by PlanPlus, which has not been expressly stated in this Agreement. You agree to generally comply with the instructions and materials provided by PlanPlus in the Documentation for the use of the PlanPlus Global Software.
You acknowledge and agree that PlanPlus may use the risk tolerance, demographic data and financial plans from your Clients for research and to further develop the PlanPlus Global Software, and may combine this data with similar data from other sources provided that any information which could identify a Client personally will have been removed from the data.
LINKED WEB SITES
The Websites may contain links to other web sites (“Linked Web Sites”). PlanPlus is not responsible for the content or privacy practices associated with Linked Web Sites. Any links with Linked Web Sites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those Linked Web Sites, or of any information, graphics, materials, products or services referred to or contained on those Linked Web Sites, unless and to the extent stipulated to the contrary. Such Linked Web Sites are visited at the Subscriber’s or the Subscribed Advisor’s own risk.
MODIFICATION, SUSPENSION OR TERMINATION
PlanPlus may make changes to the PlanPlus Global Software without notification to Subscriber, Subscribed Advisors or Clients, except that if we are required by law to give the Subscriber and/or Subscribed Advisors’ or Clients prior notice of any change, the change will not take effect until the Subscriber and/or Subscribed Advisors and/or Clients have been notified.
PlanPlus may, in its sole and absolute discretion, suspend your access to the PlanPlus Global Software, in whole or in part, until further notice, with immediate effect:
- to periodically maintain or improve the Websites or SuitabilityPro Modules;
- to comply with any order, instruction or request of any government, or other competent judicial, administrative, or regulatory authority; or
- if PlanPlus believes that there has been an unauthorized access of the PlanPlus Global Software or any infringement of PlanPlus’s Intellectual Property Rights.
PlanPlus will endeavour, where possible to provide you with reasonable notice of such suspension.
Whilst PlanPlus will use its best endeavours to minimise disruption to the PlanPlus Global Software, unscheduled outages may occur from time to time.
PlanPlus may, in its sole and absolute discretion, immediately terminate this Agreement and the licence(s) and permission(s) to use the PlanPlus Global Software granted herein, without notice or liability (including for any refund or credit to the Subscriber), if we determine, acting reasonably, that:
- you have breached any portion of or fails to comply with any obligations under this Agreement;
- you have made any representation to PlanPlus that is inaccurate; or
- your use of the PlanPlus Global Software violates any applicable law or regulation or otherwise inhibits any other Subscriber from using or accessing the PlanPlus Global Software or Websites.
On termination of this Agreement for any reason, you must cease using the PlanPlus Global Software.
None of the foregoing limits any other legal, equitable, or contractual rights available to PlanPlus.
DISCLAIMER AND LIMITATION OF LIABILITY
PlanPlus does not warrant that the PlanPlus Global Software is free from bugs, viruses, errors, or other program limitations and does not guarantee that the PlanPlus Global Software will be available for your use at the times or locations of your choosing.
EXCEPT AS SET OUT BELOW, THE PARTIES AGREE TO EXCLUDE ANY:
- CONDITION OR WARRANTY WHICH WOULD OTHERWISE BE IMPLIED INTO THIS AGREEMENT, RELATING IN ANY WAY TO THE PLANPLUS GLOBAL SOFTWARE (TO THE EXTENT PERMITTED BY LAW);
- LIABILITY FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF FORESEEABLE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. IN PARTICULAR, PLANPLUS WILL NOT BE LIABLE TO THE SUBSCRIBER OR ANY SUBSCRIBED ADVISOR OR ANYONE ELSE (INCLUDING ANY CLIENT OF AN ADVISOR) FOR ANY:
- LOSS OF PROFITS, SALES, BUSINESS OR REVENUE
- BUSINESS INTERRUPTION
- LOSS OF ANTICIPATED SAVINGS
- LOSS DUE TO UNAVAILABILITY OF SYSTEMS
- LOSS OF DATA
- LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION
- ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE
ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, YOUR ACCESS TO OR USE OF (OR INABILLITY TO USE) THE PLANPLUS GLOBAL SOFTWARE, OR YOUR OR YOUR CLIENT’S RELIANCE ON THE INFORMATION AVAILABLE ON OR THROUGH THE PLANPLUS GLOBAL SOFTWARE.
Nothing in this Agreement excludes or limits liability for death or personal injury arising from negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded.
Where any legislation implies any condition or warranty into your use of or any arrangement arising out of your access to or use of the PlanPlus Global Software that legislation prohibits exclusion of that condition or warranty, then that condition or warranty is included to the extent that such condition or warranty cannot be lawfully excluded.
TO THE EXTENT PERMITTED BY LAW, PLANPLUS’S LIABILITY FOR BREACH OF ANY EXPRESS PROVISION OF THIS AGREEMENT OR ANY NON-EXCLUDABLE CONDITION OR WARRANTY IS LIMITED TO THE RE-SUPPLY OF OUR SERVICES.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL PLANPLUS’S AND/OR ITS REPRESENTATIVES TOTAL LIABILITY TO THE YOU, THE SUBSCRIBER, THE SUBSCRIBED ADVISORS AND/ OR TO A THIRD PARTY INCLUDING YOUR CLIENTS AND CLIENTS OF SUBSCRIBED ADVISORS FOR ANY AND ALL CLAIMS OR DAMAGES UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER (INCLUDING NEGLIGENCE) EXCEED THE TOTAL AMOUNT PAID FOR THE SUBSCRIPTION FOR THE PREVIOUS 12 MONTHS BEFORE THE OCCURRENCE RESULTING IN THE CLAIM OR DAMAGE.
The limitations of damages set forth above are fundamental elements of the basis of the bargain between PlanPlus and you. PlanPlus would not be able to have provided this Agreement or access to the PlanPlus Global Software without such limitations.
You agree to indemnify, defend, and hold harmless PlanPlus and its subsidiaries, affiliates, officers, directors, employees, agents and contractors from any and all claims, liability, damages and/or costs (including without limitation legal fees) arising from your failure to comply with this Agreement, and from any unauthorized use of the PlanPlus Global Software relating to or arising from you, or relating to or arising from, in any manner, any services or advice alleged to have been rendered or not rendered by you or on your behalf to any third party including Clients.
Details contained in this Agreement have been prepared in accordance with the laws of Ontario, Canada and may not satisfy the laws of any other country. It is your responsibility to determine whether the services provided by you as provided for under this Agreement are permitted under the laws of the jurisdiction where you reside. If such services are not permitted, you may not access and use the PlanPlus Global Software and you agree to indemnify PlanPlus and its subsidiaries, affiliates, officers, directors, employees, agents and contractors from any and all claims, liability, damages and/or costs (including without limitation legal fees) arising from any claim brought against PlanPlus or its subsidiaries, affiliates, officers, directors, employees, agents and contractors relating to your use of the PlanPlus Global Software and/or the Agreement being in breach of the applicable law.
You acknowledge that despite all reasonable precautions on our part, there is a risk of unauthorised access to or alteration of your transmissions, or to data or information contained on your equipment or on the Websites. We do not accept responsibility or liability of any nature for any such losses that you may sustain as a result of such activity.
PlanPlus will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your software or hardware, data or other proprietary material due to your use of the PlanPlus Global Software or to your downloading of any content on it, or on any website linked to it.
You must not misuse the PlanPlus Global Software by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the PlanPlus Global Software, the server on which the PlanPlus Global Software is stored or any server, equipment or database connected to our PlanPlus Global Software. You must not attack the PlanPlus Global Software via a denial-of-service attack or a distributed denial-of service attack. In the event of such a breach, your right to use the PlanPlus Global Software will cease immediately.
Except as provided for herein, you acknowledge that this Agreement is a complete statement of the agreement between you and PlanPlus regarding your access to and use of the PlanPlus Global Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions regarding this Agreement.
The representatives of PlanPlus are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on PlanPlus, other than in writing signed by an officer of PlanPlus. Accordingly, any such additional statements are not binding on PlanPlus and you should not rely upon such statements.
PlanPlus may make changes to this Agreement, which will become effective on the next renewal of the Subscription by the Subscriber or acceptance by the Subscribed Advisor upon Logon. If you do not accept the changes, the only remedy is to not access to the PlanPlus Global Software, which you must do by notifying PlanPlus as well as the Subscriber.
If any provision or part provision of this Agreement is invalid, unenforceable or illegal for any reason, then it shall be deemed modified to the minimum extent necessary to make it valid, enforceable and legal. If such modification is not possible, the relevant provision or part provision shall be deemed omitted and the remaining provisions will continue in full force and effect and the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible achieves the intended commercial result of the original provision.
This Agreement is deemed entered into at Toronto, Ontario, Canada and binding on you by you clicking “Accept” and shall be construed as to its fair meaning and not strictly for or against either party.
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is to be governed by and interpreted in accordance with the laws of Ontario, Canada and the parties agree to submit to the exclusive jurisdiction of the Courts of Ontario and/or the Federal Court of Canada sitting in Toronto, Ontario, Canada as regards any dispute or claim or matter arising under this Agreement or in connection with its subject matter or formation (including non-contractual disputes or claims). The parties irrevocably attorn to the jurisdiction of the Courts of Ontario and the Federal Court of Canada. Notwithstanding this, in the event a Party wishes to seek injunctive relief with respect to any matter related to this Agreement either Party may seek such injunctive relief in a court of competent jurisdiction. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
You agree that this Agreement may not be construed adversely against us solely because we prepared it.
“Advisor’s Planning Assumptions” are the assumptions selected by the Advisor to align the PlanPlus Global Software to the Advisor’s professional judgement as set out in the Settings of the SuitabilityPro Modules. The Advisor’s Planning Assumptions include, but are not limited to, inputs for the Professional Judgement Matrix, the Advisor’s capital market assumptions (“Capital Market Assumptions”) and default solutions and investment policies (“Default Investment Policies”).
“Documentation” means the training and technical resources at www.planplusglobal.com as set out under Support as amended from time-to-time.
“Methodology” means PlanPlus’ Intellectual Property used within the PlanPlus Global Software and the processes for using the PlanPlus Global Software as described in the Documentation.
“Professional Judgement Matrix” means the process for using the Profiler as described in the Documentation in order to calculate the Suitability ScoreTM for a portfolio.
HOW TO CONTACT US
Notices and questions concerning the Agreement or the Subscribed Advisor’s use or access to the PlanPlus Global Software, or any aspect of this Agreement including the Privacy Statement, may be directed to PlanPlus by emailing us at firstname.lastname@example.org.