Client View License Agreement

Mobile Application Use Agreement

Welcome to the Envestnet Client View mobile application (“Client View”). This Envestnet Client View Mobile Application Use Agreement ("Agreement") applies to Client View and its electronic content, including Envestnet's tools and other services available within Client View, as the same may be offered or available from time to time or added in the future (“Licensed Application”). All such content, tools and services are referred to herein as “Licensed Application." Client View is operated by Envestnet Financial Technologies, Inc. (together with its affiliates, “Envestnet”, “we”, or “us”), and this Agreement shall apply to the Licensed Application and its content, tools and other services. This Licensed Application is made available to you either by your employer or your financial advisor (together, “Financial Advisor”). Licensed Application, as used herein, refers to Envestnet’s Client View application or the branded application that Envestnet has customized for your Financial Advisor.

BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE LICENSED APPLICATION, YOU ACCEPT AND EXPRESSLY CONSENT TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT, AND YOU AFFIRM THAT YOU OBTAINED YOUR USERNAME AND PASSWORD FROM YOUR FINANCIAL ADVISOR BECAUSE YOU ARE EITHER A BONA FIDE EMPLOYEE OR INDEPENDENT CONTRACTOR OF YOUR FINANCIAL ADVISOR, OR BECAUSE YOU ARE A BONA FIDE CLIENT OF YOUR FINANCIAL ADVISOR, OR YOU ARE UNDER THE DIRECT SUPERVISION AND RESPONSIBILITY OF A FINANCIAL ADVISOR AND ARE USING AND/OR EVALUATING THE LICENSED APPLICATION IN THE NORMAL COUSRE OF BUSINESS FOR THE PURPOSES FOR WHICH THE LICENSED APPLICATION IS INTENDED. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS PROVIDED IN THIS AGREEMENT, YOU ARE NOT PERMITTED TO DOWNLOAD OR OTHERWISE USE THE LICENSED APPLICATION IN ANY MANNER. IN CONSIDERTION FOR ENVESTNET GRANTING ACCESS TO AND/OR USE OF THE LICENSED APPLICATION, THE SUFFICIENCY OF WHICH CONSIDERATION IS HEREBY AGREED BY YOU AND ENVESTNET, THE PARTIES AGREE TO THE FOLLOWING:

We are granting you a limited, non-transferable license to use the Licensed Application on any iPhone®, iPad ®, or any similar Apple® device or any Android™ device on which Licensed Application is made available, that You own or control and as permitted by the respective usage rules set forth in the App Store® Terms and Conditions or the Google Play™ Terms of Service (“Usage Rules”). This license does not allow you to use the Licensed Application on any iPhone®, iPad® or any similar Apple® device or any Android™ device on which the Licensed Application is made available that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application without the express consent of Envestnet. You may not copy (except as expressly permitted by this Agreement or the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Licensed Application, any updates or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of Envestnet’s rights. If you breach this restriction, you may be subject to prosecution and damages. The terms and conditions provided in this Agreement shall govern any upgrades provided by us that replace and/or supplement the Licensed Application, unless such upgrade is accompanied by a separate agreement in which case the terms of that agreement will govern.

Each time you access, view or use the Licensed Application, you agree to be bound by this Agreement, which may be amended from time to time. We will use commercially reasonable efforts to provide each registered user of the Licensed Application with notice of any amendment to this Agreement, and such notice also may appear on the Licensed Application. Any amendment to this Agreement will apply to your use of the Licensed Application on and after the date of the amendment.

If you are accessing the Licensed Application because you are an employee of a Financial Advisor or otherwise providing advisory services, you shall be referred to herein as an “Advisor.” If you are accessing this Licensed Application as a bona fide client of a Financial Advisor you shall be referred to herein as an “End Client.” If you do not have a valid username and password, you may not access the Licensed Application. Your access, once provided, may be terminated by us at any time.

NOTICE FOR END CLIENTS: This Licensed Application allows you to access certain data and information regarding your account with your Financial Advisor. We host and maintain the infrastructure of the Licensed Application as a service to and for the benefit of your Financial Advisor, but we do not supply any of the data you see or access here, and all advice or services are provided to you by your Financial Advisor, and not us. In particular, ENVESTNET DOES NOT PROVIDE INVESTMENT ADVICE OF ANY NATURE.

Right to Use the Site

If your Financial Advisor or we have provided you with a valid username and password for the purposes of accessing Envestnet’s products (including the Licensed Application), , you have the non-exclusive, non-transferable, personal right to access and use the Licensed Application in compliance with the terms of use outlined in this Agreement, and in compliance with any agreement between you or your Financial Advisor and us. We reserve the right to modify or discontinue, temporarily or permanently, all or part of the Licensed Application, subject to the terms of our agreement with your Financial Advisor or if the Licensed Application is removed from the App Store® or the Google Play™ store for any reason. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Licensed Application. You agree and acknowledge that the terms of use outlined in this Agreement are subject to change. In the event that Envestnet makes any material changes to the terms outlined herein, you may be required to accept the updated terms of use before utilizing the Licensed Application.

Responsibility for Username and Password

The username and password that your Financial Advisor or we provided to you in order to access Envestnet products (including the Licensed Application), and any username or password that you adopt after logging on to Licensed Application are personal to you and may not be shared with any other person, other than a person that shares your duties and responsibilities (if applicable), is under your direct control and for whose action you are responsible. You are responsible for all activities that occur in connection your username and password. Unauthorized use of your username and password may result in the termination of your access to the Licensed Application. To protect your account from unauthorized use, you should keep your username and password secure. Please notify your Financial Advisor immediately of any unauthorized use of your account or any other breach of security.

Links to Third-Party Sites and Services

The Licensed Application may contain links to third-party sites and services. We do not endorse any third-party site or service. We are not responsible for the content of linked third-party sites and do not make any representation regarding the content or accuracy of materials on such sites. If you decide to access third-party sites, YOU DO SO AT YOUR OWN RISK. Your dealings or interactions with any third party found on or through the Licensed Application are solely between you and the third party. We will not in any manner be liable for or responsible for any of your dealings or interactions with third parties, including your Financial Advisor.

Market Information

From time to time, financial market information (including quotes, analytical data and research) may be made available through the Licensed Application. All such information is obtained from various third-party vendors or providers. We do not endorse or approve such market information, and it is made available to you only as a convenience. Market information quickly may become unreliable for various reasons, including changes in market or economic conditions. We do not guarantee or warrant the accuracy, timeliness, completeness or correctness of any market information. You agree not to use any market information made available through the Licensed Application for the purpose of timing or executing trades, without first verifying completeness or accuracy of such information with your own reliable sources.

Other information on the Licensed Application has been provided by you or your Financial Advisor. We do not review, screen or edit this information or verify its accuracy or currency – we only use commercially reasonable efforts to design our systems to populate the appropriate fields of the Licensed Application with this information.

Responsibility for Investment Advice

NOTICE FOR END CLIENTS: We do not provide any investment advice to either you or your financial advisor. You should obtain investment advice from your financial advisor or any other registered investment advisor of your choosing. You agree not to hold us liable for any claim for damages that arises out of or relates to any decision or recommendation made by you or your Financial Advisor based on information or analysis made available through the Licensed Application.

NOTICE FOR ADVISORS: You and/or your Financial Advisor employer bear the sole responsibility for the advice you give to your End Clients or customers. This responsibility encompasses the responsibility to make your own evaluation of the merits and risks associated with the use of the Licensed Application before making any recommendations to or decisions on behalf of yourself, your employer or firm or any End Clients of either. In exchange for using the Licensed Application, you agree not to hold us liable for any claim for damages that arises out of or relates to any decision or recommendation that you make based on information or analysis made available to you through the Licensed Application. You agree that you will never state or imply to any of your End Clients or customers that we are the source of or have any responsibility for any of your decisions or recommendations.

Security of Data Transmission and Storage

We safeguard customer information in accordance with commercially reasonable security measures. We have implemented physical and electronic safeguards to help protect private information against loss, misuse and interception. We make extensive use of firewall barriers and authentication procedures to maintain the security of your online session and to protect customer accounts and systems from unauthorized access. However, because of the distributed nature of the Internet, we cannot guarantee that a third party will not unlawfully intercept, access, misuse or alter the information that your or your customers provide to the Licensed Application. 

Permission to Use Your Information

By submitting or providing any information to the Licensed Application (such as financial or tax information), you permit us to distribute that information to your End Clients and customers as authorized by you through your account profile and settings, or if you are an End Client, you permit us to distribute that information to your Financial Advisor. Without this permission, we would not be able to transmit information between you and your End Clients, or between you and your Financial Advisor (as applicable). If you are an End Client, your Financial Advisor may access, download, analyze or otherwise use any information that you submit or provide to the Licensed Application to provide their service to you. 

We do not sell consumer personal information about a current or former account to third parties. Envestnet may develop, use, distribute and publish information and statistics derived from aggregate consumer information and the content that You contribute for use on a masked, aggregate basis.  For financial professionals utilizing our technology platform, however, Envestnet may make available financial professional business contact information, financial professional profile information and information regarding the use of investment strategies to third-party investment managers and exchange traded funds, mutual funds and similar investment vehicles.  For more information, please view our Privacy Policy available online at envestnet.com/privacy.

You agree that we may collect and use technical data and related information – including but not limited to technical information about your device, system and application software, and peripherals – that we may periodically gather to facilitate the provision of software updates, product support and other services to you related to the Licensed Application. We may use this information to improve the Licensed Application.

Restrictions

You must comply with all applicable laws when using the Licensed Application. Except as provided by this Agreement, you will not, and will not permit anyone else to, (a) store, copy, modify, distribute or resell any of the information, audio or visual works or other content made available through the Licensed Application or compile or collect any such content as part of a database or other work; (b) use any automated tool (e.g., robots or spiders) to use the Licensed Application; (c) rent, lease or sublicense your access to the Licensed Application to another person; (d) use the Licensed Application or its content for any purpose other than providing bona fide financial and investment services; (e) circumvent or disable any digital rights management, usage rules or other security features of the Licensed Application; or (f) use the Licensed Application in a manner that threatens the integrity, performance or availability of the Licensed Application.

Disclaimer of Warranties

THE LICENSED APPLICATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) OR STATUTORY, AS TO ANY MATTER WHATSOEVER. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT. WE EXERCISE NO CONTROL OVER AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR BASED UPON YOUR USE OF THE LICENSED APPLICATION, INCLUDING, BUT NOT LIMITED TO, THE RESULTS OF ANY INVESTMENT THAT YOU MAKE. YOU HAVE NO RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF US TO YOUR FINANCIAL ADVISOR OR ANY OF YOUR END CLIENTS, CUSTOMERS OR OTHER THIRD PARTY.

WE DO NOT WARRANT THAT THE LICENSED APPLICATION OR ANY SERVICE, PRODUCT, CONTENT, SOFTWARE, THIRD-PARTY PROGRAM OR DOCUMENTATION ACCESSED ON OR THROUGH THE LICENSED APPLICATION ARE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION (INCLUDING, BUT NOT LIMITED TO, FAILURES RELATED TO COMMUNICATION LINES), ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR OTHERWISE WILL MEET YOUR NEEDS.

Limitation of Liability

IN NO EVENT SHALL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR INCOME, INVESTMENT LOSSES OR LOSS OF USE OF EQUIPMENT, SOFTWARE OR DATA) RELATED TO (A) YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, (B) YOUR RELIANCE ON ANY CONTENT CONTAINED ON THE LICENSED APPLICATION OR (C) ANY GOODS OR SERVICES ADVERTISED, MADE AVAILABLE OR LINKED TO THE LICENSED APPLICATION, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR ACTED NEGLIGENTLY. UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE LICENSED APPLICATION (INCLUDING, BUT NOT LIMITED TO, WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT OF FIFTY DOLLARS ($50). EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY IN THIS AGREEMENT.

Indemnification

You will indemnify and hold us and our officers, directors, employees, affiliates, agents or licensors harmless from any claim, demand, loss, cost or expense, including attorney fees, made by any person arising out of or relating to your violation of this Agreement, your violation of any applicable federal or state law or regulation or your violation of any other person's rights, including, but not limited to, your infringement of any copyright or your violation of any proprietary or privacy right.

Intellectual Property Notices

All of the services, products and content on the Licensed Application are protected by applicable federal, state and international laws. Unless otherwise specified, we own all right, title and interest in and to all of the design and software functions, features and tools on or available through the Licensed Application, including, but not limited to, all copyrights, patents, trademarks, trade names, service marks and all other intellectual property rights (collectively, our "Intellectual Property"). Nothing contained on the Licensed Application should be construed as granting, by implication, estoppel or otherwise, any license or right to use our Intellectual Property, except pursuant to the terms of this Agreement or otherwise with our prior written consent. You may not display, use as a link or otherwise use any of our trademarks or service marks without our prior written consent.

Privacy

As a condition to using the Licensed Application, you agree to the terms of our Privacy Policy, which is found on our website at envestnet.com/privacy, and which is incorporated into this Agreement by this reference, and you acknowledge that you have received and reviewed our Privacy Policy. The Privacy Policy may be updated from time to time. You agree that we may access or disclose your personal information, including the content of your communications to your financial advisor or otherwise, if we are required to do so in order to comply with any legal process or governmental request, or as otherwise provided in the Privacy Policy or this Agreement.

Governing Law and Venue

Except as otherwise provided in a written agreement between you or your Advisory Firm and us, or your financial advisor and us (as applicable), any dispute related to or arising from this Agreement, your use of the Licensed Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Illinois, without giving effect to principles of conflicts of law. Any legal action by you against us must be commenced in Cook County, Illinois, within one year after the claim arose. You consent to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois.

WAIVER OF JURY TRIAL

YOU AND ENVESTNET HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Except with regard to actions for enforcement or protection of Envestnet’s Intellectual Property rights, equitable relief or any action necessary to enforce the award of an arbitrator, any dispute or controversy arising out of or relating to this Agreement shall be resolved by final and binding arbitration that shall take place in Cook County, Illinois.

Term and Termination

Your right to access and use the Licensed Application, as granted by this Agreement, will terminate if (a) you fail to comply with any term or condition of this Agreement, (b) your Financial Advisor instructs us to terminate your access for any reason or no reason; (c) you or your Financial Advisor breaches any agreement with us; (d) we in our discretion determine your use of the Licensed Application represents a security or business risk; or (e) the Licensed Application is removed from the App Store® or the Google Play™ store for any reason. Upon such termination, you understand that we, in our sole discretion, with or without notice, may remove and discard any information or content identified with your username and password. We have no obligation or responsibility to you to store, maintain, keep or back up any information or content you may input to the Licensed Application.