Advisor Subscription Order
These terms and conditions (“Advisor Subscription Order”) shall apply to and shall govern the performance of the Subscription Services (as defined below) which PaperClip Inc. of One University Plaza, Hackensack, New Jersey 07601 (hereinafter referred to as “Service Provider”) is contracting to perform for a financial advisor(s) or its assistant(s) employed or authorized by Equitable Advisors, LLC, located at 1290 Avenue of the Americas, New York, NY 10104 (“Equitable Advisors”) or an affiliate to use Subscription Services, and who is currently registered either with the State Securities Exchange Commission or Federal Securities Exchange Commission as an “investment adviser” or with FINRA as a “registered representative” (hereinafter referred to as “Advisor”) pursuant to this Advisor Subscription Order and the Agreement (as defined below) Whereas Service Provider is the sole and exclusive owner of Equitable4SECURITIES services (“Subscription Services”), as contracted by and between Service Provider and Equitable Advisors pursuant to the Services Agreement “effective October 1, 2012, as amended (the “Agreement”); and whereas Advisor wishes to utilize the Subscription Services records in accordance with Schedule A (Advisor Fees) hereto s; and in consideration of the mutual covenants and agreements herein contained, the parties hereby agree as follows:
The Subscription Services is composed of Service Provider computer software programs, subroutines, modules, logic, enhancements, hardware, service providers and other materials. As used herein, the term Subscription Services shall include (unless the context specifically requires otherwise) all object and source code listings, procedural codes, manuals, and documentation with respect to the Subscription Services, and shall include any and all modifications, enhancements, updates, upgrades, defect corrections, and/or additions made to the Subscription Services and derivative works from Subscription Services, together with related documentation, and professional and termination assistance services provided to Equitable Advisors under the Agreement.
Initial term of this Advisor Subscription Order will commence on the first withdrawal (including a pass-through credit card processing fee) from Advisor’s credit card account and continue until the end of a calendar year. This Advisor Subscription Order shall be automatically extended for additional successive one-year terms (“Renewal Term”). Service Provider will process the renewal fee thirty (30) days prior to the end of any term. In the event the Agreement is terminated, this Advisor Subscription shall terminate as well and Advisor will receive a refund of unused portion of all fees pre-paid by the Advisor
Service Provider may terminate the Advisor Subscription Order in the event the Advisor fails to make any non-disputed payment when due or Advisor misuses Subscription Services with intent or negligence in a manner which causes the Subscription Services to fail.
Advisor may terminate this Advisor Subscription Order, at any time, without cause and with a refund of the unused portion of all fees pre-paid by the Advisor, by providing at least thirty (30) days written notice to Service Provider at One University Plaza, Hackensack, New Jersey 07601.
All Confidential Information (as such term is defined in the Agreement) received by Advisor or Service Provider (in either case the “receiving party”), or developed by or for the disclosing party under this Agreement or any other related agreements, shall remain the property of the disclosing party. Except as otherwise provided in this Advisor Subscription Order, Agreement and any such related agreement, the receiving party shall have no proprietary interest therein, and the receiving party hereby agrees to hold the same in trust for the sole benefit of the disclosing party.
The parties agree that Advisor has contractual obligations with Equitable Advisors with respect to the data and objects being stored. Advisor agrees and understands the following:
Services you request to be provided through Service Provider must be in keeping with the policies and procedures provided to you by Equitable Advisors; Equitable Advisors is not responsible for any payment for the services as provided by Service Provide to Advisor; all support, training and technical calls regarding the services should be made to Equitable Advisors; Equitable Advisors reserves the right to view any stored information; the agreement between Service Provider and Equitable Advisors applies only to electronic document management, exchange and comprehensive data processing services as such items exist as a result of your business with Equitable Advisors. Information not related to your business with Equitable Advisors may not have the same protections as exist as a result of that agreement.
Advisor and Service Provider and affiliates, to the extent they each may be a receiving party under this Advisor Subscription Order, each hereby agrees to hold the disclosing party’s Confidential Information in strict confidence, not to disclose such Confidential Information to any third parties without the written permission of the disclosing party, and not to use that Confidential Information for its own purposes, except as expressly provided in the Agreement. Other uses are not contemplated and are strictly prohibited. Neither party has any obligation with respect to any Confidential Information which (i) is independently developed by either party; (ii) is or becomes publicly known without a breach of the Agreement by the receiving party; (iii) is disclosed to it by a third party who is not under an obligation of confidentiality; or (iv) is demonstrably known to the receiving party prior to the date of the Agreement. Each party shall use the same degree of care in its handling of the other party’s Confidential Information as it uses with regard to its own Confidential Information in order to prevent the disclosure, use or publication of the other party’s Confidential Information and neither party will use the Confidential Information for its own business purposes or otherwise except in accordance with the terms of the Agreement.
Service Provider shall have the right to make planned shutdowns for the purpose of upgrade or maintenance of the Subscription Services in accordance with the Agreement. Service Provider will attempt to inform each Advisor by e-mail of planned shutdowns a week before they occur. The Advisor waives all liability regarding damages involved from shutdowns or loss of materials that might occur in normal operations. Subscription Services is an application dependent upon public Internet access. The Advisor waives all liability regarding damages involved from Internet shutdowns or loss of materials that might occur on the Public Internet.
Except as provided specifically herein, the Subscription Services and the Service Provider component are provided as is, without warranty of any kind; Service Provider makes no other warranties to Advisor, express, implied or arising by custom or trade usage, and specifically makes no warranty of merchantability or of fitness for any particular purpose. The entire liability of Service Provider to an Advisor hereunder, if any and the exclusive remedy for the other party for any claim(s) for damages relating to the Subscription Services whether based in contract, tort, warranty, or negligence, shall be limited to the amount of the service fees paid by the Advisor for one year and only as provided specifically herein. In no event shall Service Provider or an Advisor have any liability to the other, regardless of legal or equitable basis, for any loss of use, profit or revenue, or for any incidental, indirect, consequential, special, punitive, exemplary or economic damages arising out of or related to (i) any technical or other advice provided by Service Provider in connection with this Advisor Subscription Order, or (ii) such Service Provider provision of any products or services hereunder. Advisor assumes the entire risk of the operation of the software subject to warranties provided elsewhere in the contract.
Advisor agrees by accepting this agreement in whole and by the successful execution of the Advisor’s authorized credit card transaction.