Notice of Terms of Use

This Notice of Terms of Use (the “Use”) contains the terms and conditions upon which Envestnet (“Envestnet”), grants the Authorized User access to Envestnet’s Platform.

PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS. YOUR ACCESS AND USE OF THE INFORMATION MADE AVAILABLE BY MEANS OF THIS ENVESTNET PLATFORM IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. BY INDICATING YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND/ OR BY ACCESSING AND USING ANY OF THE INFORMATION CONTAINED WITHIN THIS PLATFORM, YOU AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCESSING THE INFORMATION AGREE TO THE FOLLOWING:

This Use is subject to the following terms and conditions:

1. Definitions: The terms below will be defined as follows:

Authorized User:	specific employee, director, officer of the Licensee that are authorized to use the Content in accordance with the license granted and the Intended Use under the License Agreement;
Content:	the information and materials made available to the Authorized User through this Platform;
Licensee:	the entity on whose behalf the Authorized User is accessing the Content made available by means of the Platform, who has entered into a separate License Agreement with Envestnet for the use of Software, Services and Data;
License Agreement:	the separate license agreement entered into by Licensee and Envestnet regarding the access and use of any of Software, Services and Data;
Software, Services and Data:	any information licensed by Envestnet to the Licensee in physical and/or electronic form, in accordance with the License, as defined in the License Agreement. The Software, Services and Data accessible by the Licensee’s Authorized Users includes, without limitation, the research data, reports, analyses, assessments, documentation and other data, information, design, specification, instruction, service, or material made available by Envestnet to Licensee as part of the License Agreement through any delivery method specified the License Agreement;
Platform:	This web-based portal providing User access to the Content herein. Access is provided by means of a personal, password protected login;
Envestnet:	means any entity of Envestnet group, including affiliates, providing User access to the Platform;

 

2. Term: This Use starts at the acceptance of these Notice of Terms of Use for the same term as the one specified in the License Agreement or when an Authorized User is no longer authorized by the Licensee, whichever is earlier.

3. License: Unless otherwise provided in the License Agreement, the Authorized User is allowed to access and use the Content only internally for information purposes, during the Term, exclusively for the Licensee’s internal activities. Authorized User agrees that it will not engage in any commercial activities using the information contained herein.

3.1. Prohibitions: Authorized User agrees not to: (i) modify or create derivative works of the Content; (ii) sublicense, lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer or disclose the Content, any portion thereof or any documentation to any third party; or (iii) cause, assist or permit any third party to do any of the foregoing; (iv) provide, or use Site to provide, any content or service in any manner that would involve junk mail, spam, chain letters, pyramid schemes or any other form of unauthorized advertising or commerce; (v) use the Platform to promote or operate any service without Envestnet’s prior written consent; (vi) provide any content or conduct themselves in any way that may be construed as unlawful, harmful, offensive, designed to interfere with, infect, or disrupt the operation of the Platform or any part of the Software, Services and Data; (vii) impersonate or misrepresent their association with any person or entity, including but not limited to Licensee; (viii) forge or otherwise seek to conceal or misrepresent the origin of any content provided by Authorized User; (ix) aggregate, attempt to aggregate or otherwise collect or harvest any information about the collective users of Platform, Software, Services and Data; (x) disable or circumvent, attempt to disable or circumvent any features of the Platform designed to limit access; (xi) provide any content that may give rise to Envestnet being held civilly or criminally liable or that may be considered a violation of any law, including without limitation laws relating to copyrights, trademarks, patents or trade secrets. If Authorized User provides any content or other information through any Site that we are given any reason to believe may be false, inaccurate, misleading or incomplete, Envestnet reserves the right to terminate Authorized User’s use of the Platform.

3.2 Obligations with Local and Federal Law: The Platform is available only to people who are of legal age to form a binding contract, and in no event may Platform be used by a person aged 13 or younger. The Platform is operated and maintained from the United States of America, and Envestnet does not represent or warrant that the Platform is appropriate or available for use in any particular jurisdiction. Authorized User is responsible for complying with all local laws, rules and regulations.

4. Intellectual Property Rights:  Ownership of all worldwide rights, titles and interests, including all intellectual and property rights, in and to the Platform, Software, Services and Data and Content, including, but not limited to, models, techniques, methods and instruments, software and other information and/or know-how embedded in or used for the Platform are and will remain vested in Envestnet and/or its suppliers or licensors. If the Authorized User is authorized to and downloads any information from the Platform, the Authorized User agrees not to remove or obscure any copyright or other notices or legends contained therein. Authorized User acknowledges that all proprietary rights in the information received shall remain the property of either Envestnet or its suppliers of information. By making Platform available to Authorized User, Envestnet is not providing Authorized User with any implied or express licenses or rights, and Authorized User has no rights to make any use of Platform, Software, Services and Data, or Content, or the products and services available through the Platform, except as provided in these Terms of Use and the applicable License Agreement.

4.1 Trademarks: Envestnet trademarks, service marks, logos, graphics, design, icons, scripts, trade names, service names and domain names that appear on the Platform are intellectual property of Envestnet or are by licensed by Envestnet. In order to protect our brand and intellectual property, these items may not be used or linked to without Envestnet’s explicit written permission. Where clear and express language in the License Agreement allows Authorized User to use Envestnet’s intellectual property without first obtaining explicit written permission, Authorized User shall abide by the terms relating to the authorized use under License Agreement and these Terms of Use.

4.2 Copyright: Envestnet is committed to upholding the rights of copyright holders. If you believe that any posting, submission or other content infringes upon your copyright, or a copyright for which you are an agent, please submit a notification to us pursuant to the Digital Millennium Copyright Act (“DMCA notification”) by providing the following information to our copyright agent at Legal@envestnet.com: (i) a physical or electronic signature of a copyright owner or an authorized agent of someone holding proprietary rights to the material that has allegedly been infringed; (ii) specific identification of the material allegedly infringed; (iii) specific identification of the material that is allegedly infringing, as well as its location on Platform; (iv) statement explaining the position why the use of material, in the way that is allegedly unlawful, is not authorized by the copyright owner or its agent; (v) notarized statement that information in this DMCA notification is accurate, and that person submitting the DMCA notification is authorized to act on behalf of the owner of an exclusive right, under penalty of perjury; (vi) contact information, such as a street address, telephone number and an email address, where to submit responses to the DMCA notification.

5 Confidentiality: The information made available to the Authorized User by means of the Platform is considered confidential. Confidential information includes, but is not limited to: the Software, Services and Data, the Content as well as any other technical, commercial or financial information, research methodology or samples made available and disclosed to the Authorized User by means of the Platform either directly or indirectly, in writing or in any format. The Authorized User undertakes to protect the confidential nature of any such information with the same degree of care used to protect the Licensee’s own confidential information of like kind, but no case less than a reasonable degree of care. Authorized User shall not use such information for any purpose other than that which is in accordance with its role under Licensee under the license granted in the License Agreement and these Terms of Use. For any and all confidential information made available by means of the Platform, the obligation of confidentiality described herein shall be incumbent to the Authorized User for a period no shorter than the one set forth within the License Agreement.

6 Privacy: As a condition to using the Platform, Authorized User acknowledges and agrees to the terms of Envestnet’s Privacy Policy, which is incorporated into these Terms of Use by this reference. The Privacy Policy may be updated from time to time. Authorized User agrees that Envestnet may access or disclose Authorized User’s personal information, including the content of communications through the Platform, if required to do so in order to comply with any legal process or governmental request, or as otherwise provided in the Privacy Policy or these Terms of Use. ANY PUBLICATION OF AUTHORIZED USER’S PERSONALLY IDENTIFIABLE OR OTHER INFORMATION THROUGH THE PLATFORM BY AUTHORIZED USER IS AT AUTHORIZED USER’S OWN RISK.

6.1 Login Credentials: Envestnet requires a user account for Authorized User to access the Platform. This enables the Authorized User to create a login ID and password to permit access to the Platform. Authorized User agrees to use solely their user account, and not use any other user’s account, to access the Platform. Authorized User agrees to provide accurate information when establishing and updating Authorized User’s account. Authorized User shall safeguard the ID and password and shall be responsible for all activity carried out under such accounts, whether authorized or not authorized by Authorized User.

6.2 Suspected Breach of Credentials: Authorized User agrees to immediately notify Envestnet of any unauthorized use of Authorized User’s account, user name or password. Envestnet shall not be liable for any loss or damage caused by the unauthorized use of Authorized User’s account. However, Authorized User may be liable for Envestnet’s losses or the losses of others due to such unauthorized use. Although Envestnet has confidence in our security policies, their effectiveness relies upon Licensee and Authorized User’s adherence to these Terms of Use. Envestnet reserves the right, in its sole discretion, to terminate or suspend Authorized User’s account if Envestnet believes, or has been notified by a third party of its belief that, Licensee or Authorized User may be infringing the rights of others, violating the copyrights of others, violating the Licensee Agreement or Terms of Use, or otherwise engaging in any inappropriate behavior; with or without notice. Envestnet also reserves the right, in its sole discretion, to terminate Authorized User’s access to all or part of the Platform and to any products or services available through the Platform for any reason or no reason, as permitted under the License Agreement, with or without notice. In the event of termination, Authorized User’s account will be disabled, and Authorized User shall not have access to your account. In event that Authorized User’s account is terminated, Envestnet may not be able to return or otherwise provide access to content associated with Authorized User or Licensee to Authorized User or Licensee, although residual copies of such information may remain in our system for back-up purposes and for compliance with legal reporting obligations.

6.3 Personal Data and Authorized User Content: By submitting or providing any content to Platform, Authorized User hereby grants to Envestnet a perpetual, worldwide, non-exclusive, royalty-free, irrevocable right and license (including any moral rights or other necessary rights) to use, display, reproduce, publish, distribute, archive, modify or translate such content in connection with the Platform in whole or in part and in any media now known or developed in the future. Without this license, we would not be able to make Authorized User’s content available through the Platform. Notwithstanding the foregoing, Envestnet uses the personal data provided by the Licensee or Authorized User to grant Authorized User, in their capacity as Authorized User of Licensee, access to the Platform, to personalize Authorized User’s site experience, to analyze the IP and browser information to determine the effectiveness of the Platform and to help identify ways to improve it. The personal data that Envestnet processes in order to provide the Authorized User with Content is the information provided for Platform access, including but not limited to: name, e-mail address, details about the Licensee. Also, the Platform site(s) collect information about Authorized User’s computer, including (where available) its IP address, operating system and browser type. This information is used for system administration, to filter Platform traffic, to look up user domains, and to report on Platform statistics. Details of Authorized User’s visits to our Platform and resources the Authorized Users access are also processed for the same purpose (including but not limited to, traffic data, location data, weblogs and other communication data).

6.4 Rights to Authorized User Content: Authorized User represents and warrants that Authorized User has all legal, moral and other rights that may be necessary to grant Envestnet the license described in the preceding paragraph. Authorized User agrees that they shall not make any claims against Envestnet related to allegations that alleged activities or omissions within the Platform, whether or not by or condoned by us, infringe any intellectual property rights associated with your content. Authorized User acknowledges and agrees that Envestnet has the right (but not obligation), in Envestnet’s sole discretion, to refuse to publish, to remove, and to block access to any content Authorized User submits or provides to the Platform at any time and for any reason, with or without notice.

6.5 Incorporation of Privacy Policy: Any and all such personal data is processed according to Envestnet’s privacy policy at www.envestnet.com/privacy, for the purpose of providing the Authorized User with the content, or to comply with applicable laws, and shall be kept as long as they are necessary for providing Content or longer, if and as long as required by law. Envestnet may transfer this information to its affiliates within or outside EEA according to the requirements set forth in Chapter V of GDPR.

7 Updates and Modifications: Envestnet may, in its sole discretion, modify and release subsequent versions of the Content, Software, Services and Data, or the Platform, and the Authorized User hereby agrees to obtain and use the most current version. Envestnet reserves the right, at any time, to make these modifications, with or without notice; charge fees in connection with the use of the Platform or products or services made available through the Platform; modify or waive any fees charged; and offer opportunities to some or all users of the Sites (collectively, “Modifications”). Envestnet is not liable Authorized User for any of the Modifications, in whole or in part, or of any product or service, or feature of Content, Software, Services and Data, or the Platform. Authorized User’s continued use of the Platform after such Modifications will indicate Authorized User’s acceptance of the Modifications.

8 Third Party Data: In the provision of the Content or the Software, Services and Data, Envestnet might use data owned by third parties (“Third Party Data”). The Authorized User must comply with the third party terms of use that can be accessed at https://www.envestnet.com/third-party-terms-of-use. These Third Party Data terms of use are subject to change, and it is the Authorized User’s responsibility to check for any updates regularly. Redistribution of any Third Party Data delivered by Envestnet is not allowed. For such Third-Party Data that the Authorized User or the Licensee is required to obtain a separate license to receive, no license for use is granted under this Use and Envestnet shall have no liability hereunder for any use of the Third Party Data by the Authorized User or Licensee.

8.1 Reporting: Where Envestnet is bound by an obligation to its Third Party Data suppliers to inform such Third Party Data supplier about the identity of the Authorized User or Licensee receiving access to the Third Party Data, the Authorized User hereby authorizes Envestnet to provide Third Party Data suppliers with the required information about the Authorized User and the Licensee (e.g., name, title, address, email address, phone number).

8.2 Termination Related to Third Party Data: If the Authorized User does not comply with a Third Party Data terms of use, or if requested by a Third Party Data supplier, Envestnet reserves the right to terminate the Authorized User’s access to the Content containing any Third Party Data, without any remedy to the Authorized User or Licensee.

8.3 Third Party Data is Not Investment Advice: Notwithstanding services by Envestnet PMC, neither Envestnet nor any of its third-party suppliers provide investment advice (as defined in the applicable jurisdiction) or any other form of advice, financial or otherwise, and nothing within the Content, Software, Services and Data or Platform, or any product or service made available through the Platform constitutes such advice unless expressly stated. For the avoidance of doubt, nothing within the Envestnet third-party suppliers’ content: (i) recommends any financial product; (ii) recommends that any particular financial product should be bought, sold or held by the Authorized User, the Licensee or Licensee’s customers; or (iii) gives any opinion on the creditworthiness of any company.

9 Indemnification: Authorized User, joint and several with Licensee, agrees to indemnify and hold harmless Envestnet and its respective owners, officers, directors, employees, agents, contractors, advertisers and partners from any claim or demand, including without limitation reasonable attorney fees, that may be asserted or filed by any third party, arising out of or relating to: (i) Authorized User’s use of the Platform, Content, Software, Services and Data; (ii) Authorized User’s use of any product or service made available through the Platform; (iii) Authorized User’s submitted or provided content to the Platform; (iv) Authorized User’s violation of these Terms of Use; or (v) any other violation by Authorized User of the rights of another person or party.

10 DISCLAIMER OF WARRANTIES: EXCEPT AS OTHERWISE PROVIDED IN LICENSE AGREEMENT, AUTHORIZED USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT:

1. ANY AND ALL OF THE CONTENT, SOFTWARE, SERVICE AND DATA, AND PLATFORM IS PROVIDED ON AN "AS IS" BASIS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENVESTNET AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTIES REGARDING THE INFORMATION AND DATA MADE AVAILABLE TO THE AUTHORIZED USER OR LICENSEE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES OF ORIGINALITY, ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED ACCESS OR ERROR FREE DELIVERY OF CONTENT, LICENSED RESEARCH OR THE PLATFORM.
2. ENVESTNET DOES NOT WARRANT THAT (i) THE PLATFORM OR ANY PRODUCT OR SERVICE AVAILABLE THROUGH THE PLATFORM WILL MEET AUTHORIZED USER OR LICENSEE’S REQUIREMENTS; (ii) THAT THE PLATFORM OR ANY PRODUCT OR SERVICE AVAILABLE THROUGH THE PLATFORM WILL BE RELIABLE, ERROR-FREE, VIRUS-FREE OR OF ANY QUALITY; (iii) THAT ANY ERRORS IN THE SITES OR ANY PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITES WILL BE CORRECTED.
3. IF AUTHORIZED USER DOWNLOADS OR OBTAINS ANY CONTENT, SOFTWARE, SERVICE AND DATA, PRODUCT OR SERVICE THROUGH THE PLATFORM, THEN (i) AUTHORIZED USER DOES SO AT THEIR OWN DISCRETION AND RISK, AND (ii) AUTHORIZED USER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO AUTHORIZED USER’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR OBTAINING OF CONTENT, SOFTWARE, SERVICE AND DATA, PRODUCT OR SERVICE THROUGH THE PLATFORM.
4. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY AUTHORIZED USER FROM ENVESTNET OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

11 Exclusion of Damages: In no event will Envestnet or its suppliers and licensors be liable to the Authorized User or Licensee or any other party for damages of any kind arising from or related to these Terms of Use or the access and use of the Content, Software, Services and Data, or the Platform, whether resulting from tort (including negligence), breach of contract or any other form of action, including but not limited to direct, indirect, special, incidental, punitive and consequential damages (including lost profits) of any kind, even if advised of the possibility of such damages. This limitation on liability includes, but is not limited to: (i) the transmission of any viruses which may infect the Authorized User’s or Licensee's equipment, (ii) failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., the licensee cannot access its internet service provider), (iii) the provision or failure to provide access to the Platform, downtime, response time, delay or inability to use Platform, (iv) any and all technical malfunctions or difficulties arising from the Platform usage or pertaining to contained data availability, (v) unauthorized access to or alteration of Authorized User’s content, data or transmissions, (vi) theft, (vii) operator errors, (viii) strikes or other labor problems or any force majeure; (ix) damages resulting from (a) the use or inability to use the Platform, Content, Software, Services and Data, or any product or services available through the Platform; (b) the cost of obtaining substitute goods and services resulting from or based on reliance of any of the above, (c) the cost of relying on any messages received or transactions instituted through or from the Platform, a product or services available through the Platform, Content, or Software, Services and Data; (d) statements or conduct of any third party; or (e) any other matter relating to the Platform, Content, Software, Services and Data, or a product or service available through the Platform. Neither Envestnet nor its suppliers accept any liability for damage arising from the use of this publication or information contained herein in any manner whatsoever.

11.1 Liquidated Damages: Authorized User acknowledges and agrees that, because damages are often difficult to quantify, if Envestnet pursues legal action to enforce these Terms of Use, Authorized User and Licensee shall be liable for the following amounts as liquidated damages, which you accept as reasonable estimates of our damages for breach of Terms of Use:

1. Authorized User sends unsolicited email advertisements to Envestnet email addresses or through Envestnet’s computer systems, then Authorized User, joint and several with Licensee, agrees to pay Envestnet $50 for each such email.
2. Envestnet establishes limits on the frequency with which Authorized User may access Content, Software, Services and Data, or other product or service made available through, or if Authorized User continues to access the Platform after termination, then Authorized User, joint and several with Licensee, agrees to pay Envestnet $100 for each instance in which Authorized User exceeded such limits or for each day of access post-termination, whichever is higher.
3. Authorized User posts any content to any part of Platform or on product or service made available through the Platform in violation of these Terms of Use, then Authorized User, joint and several with Licensee, agrees to pay Envestnet $1,000 for each such posting.
4. Authorized User aggregates, displays, copies, duplicates, reproduces or otherwise exploits any of Content, Software, Services and Data or any product or service made available through the Platform, in violation of these Terms of Use and without Envestnet’s express written permission, then Authorized User, joint and several with Licensee, agrees to pay Envestnet $3,000 for each day on which Authorized User engages in such conduct.
5. Authorized User posts any content to a Site that (i) impersonates any person or entity, (ii) falsely states or otherwise misrepresents Authorized User’s affiliation with a person or entity or (iii) includes personal or identifying information about another person without that person's explicit consent, then Authorized User, joint and several with Licensee, agrees to pay Envestnet $5,000 for each such posting.

11.2 Non-Liquidated Damages: In all other instances, Authorized User, joint and several with Licensee, agrees to pay Envestnet’s actual damages, to the extent such actual damages can be reasonably calculated. Notwithstanding the foregoing, in Envestnet’s sole discretion, Envestnet may elect to issue a warning before assessing damages. Notwithstanding any other provision of these Terms of Use, Envestnet retains the right to seek the remedy of specific performance of any term contained in these Terms of Use or a preliminary or permanent injunction against both the breach of any such term and in aid of the exercise of any power granted in these Terms of Use.

12 Choice of Law; Jurisdiction; Forum: Except as expressly stated otherwise in License Agreement, these Terms of Use will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its conflict of laws provisions. Authorized User agrees that any claim, legal proceeding or litigation arising in connection with Authorized User’s use of the Platform, Content, Software, Services and Data, or any products or services made available through the Platform shall be brought solely in Cook County, Illinois, and Authorized User consents to the jurisdiction of the federal and state courts in Cook County, Illinois.

13 Miscellaneous Provisions:  Unless expressly provided in Use herein, waiver by Envestnet of a breach of any provision of these terms shall not be taken or held to be a waiver of the provision itself. If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, then (i) such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and (ii) the remaining provisions of these Terms of Use will remain in full force and effect. Authorized User acknowledges and agrees that Envestnet may provide Authorized User with notices, including notices regarding changes to these Terms of Use, by email, regular mail or postings on the Platform or Envestnet website. Unless expressly stated otherwise in License Agreement, any communication or notice that Authorized User provides to Envestnet shall be provided in writing to and deemed sent on day of receipt at Envestnet Asset Management, Inc., Attention: Legal Department, 35 E. Wacker Drive, Suite 2400, Chicago, Illinois 60601.

13.1 Survival: The Authorized User agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above, and shall in no way exclude or limit the Licensee’s liability for Authorized Users’ access and use of the Platform, Content or Software, Services and Data.

13.2 Assignment: Authorized User may not assign their rights or delegate Authorized User’s obligations under Use without Envestnet’s prior written consent.

13.3 Entire Agreement: These terms of Use (together with the terms of our Privacy Policy and Third Party Data providers, which Authorized User acknowledges and agrees are incorporated in the Use) constitute the entire agreement between Authorized User and Envestnet, govern Authorized User’s Use, and supersede any prior agreements between Authorized User and Envestnet.

13.4 Conflicting Terms: Authorized User may be subject to additional terms and conditions that may apply when you use or purchase (i) certain products or services, (ii) Third Party Data, (iii) a third party’s content, or (iv) a third party’s software made available through the Platform. In the event of any inconsistency between these Terms of Use and the terms and conditions relating to any specific product service, or data available through the Platform, the terms and conditions relating to the specific product service, or data will control.

By clicking “I AGREE” by mouse click and/or by continuing to use the Content, Software, Services and Data, or Platform, the Authorized User acknowledges that has read and agreed with the terms and conditions of this Notice of Terms of Use in its entirety. These terms of Use will terminate immediately without notice from Envestnet, at Envestnet’s sole discretion, if the Authorized User fails to comply with any provision of this Notice of Terms of Use, any applicable law or regulation, or acts outside the limits drawn up by any standing agreement concluded between the Licensee and Envestnet. Upon such termination, or upon the termination of any applicable agreement concluded between the Licensee and Envestnet (including, but not limited to the License Agreement), Authorized User shall discontinue the use of the Platform, Content, Software, Services and Data, any product or service made available through the Platform, and shall promptly delete and destroy all materials obtained via the foregoing and any copies thereof.

THE AUTHORIZED USER REPRESENTS TO HAVE THE AUTHORITY TO ACKNOWLEDGE AND AGREE TO THE ABOVE TERMS AND CONDITIONS ALSO ON BEHALF OF THE LICENSEE.