This End User License Agreement (the “Agreement”) sets forth the terms and conditions upon which an end user may utilize the (k)quote [RFP software program] (referred to herein as the “Program”). Throughout this Agreement, the terms “we,” “us” and “our” refers to 3(38) Investment Fiduciaries, and “you” and “your” refer to you, as the end user of the Program. 

By clicking the "I Agree" button below, you are agreeing to be bound by the terms and conditions (“Terms”) of this Agreement. Please read these Terms carefully and ensure that you understand them before you use the Program. 

We reserve the right to modify (a) the contents of the Program at any time, including the features, availability or operation of the Program, (b) these Terms, and (c) any and all policies or notices regarding the Program. Notices of all such modifications shall be made available via the Program, and you agree to monitor the Program for such notices. Further, you agree that your continued use of the Program following such notices signals your understanding of and agreement to such modifications. EACH TIME YOU USE THE PROGRAM, THIS AGREEMENT AS IT THEN READS WILL GOVERN YOUR USE. 

This Agreement is effective as of the date of acceptance by the user. 

We grant you a revocable, non-exclusive, non-transferable, limited license to use the Program solely strictly in accordance with the terms of this Agreement.

Although we make reasonable efforts to ensure that all information included in the Program is correct, accuracy and integrity cannot be guaranteed, and we do not assume any responsibility or obligation for the accuracy, completeness, timeliness, or authenticity of information included in or accessed through the Program. We are not under any obligation to post, forward, transmit, distribute, or otherwise provide any information and/or material available from the Program. 

Regardless of any information made available via the Program, we reserve the right, without prior notice, to remove or alter content at any time without incurring any obligations. 

You must have your own unique log-in credentials to use the Program, and you may not share those credentials with anyone for any purpose. You must safeguard your log-in credentials. You must immediately report to us any incident or occurrence that causes you to suspect that your log-in credentials, the Program, or any information made available through the Program has been compromised, disclosed, or adversely impacted in any way. 

All content included in the Program, such as text, design, graphics, logos, icons, images, audio clips, downloads, interfaces and code, software, any intellectual property held by us, and the selection and arrangement of any of these, are our exclusive property and is protected by copyright, trademark and other applicable laws. The copying, downloading and/or printing of information and/or material included in the Program, other than as otherwise expressly permitted by us, is for your use only and is conditioned on your prohibition from modifying or deleting any copyright, trademark or other proprietary notice that appears on the information and/or material accessed, copied, downloaded, or printed from the Program. Any other use of such information and/or material contained in the Program, including, but not limited to, the modification, distribution, transmission, performance, broadcast, publication, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any such material, information, software, products, or services obtained from the Program, is expressly prohibited. We retain full and complete title to such information and material provided via the Program, including all associated intellectual property rights. We do not warrant or represent that use of information and/or material from the Program will not infringe rights of third parties not affiliated with us. 

Access to and Use of Information 

 

After your use of the Program ends or your user credentials are terminated (regardless of the manner or cause of such termination), for as long as permitted by applicable law, you will not directly or indirectly disclose, reveal, publish, communicate, divulge, or describe any Confidential Information to any person or entity, without our prior written consent.

For purposes of this Agreement, “Confidential Information” means all non-public or proprietary information, including without limitation trade secrets, which is of value to the owner thereof. Confidential Information does not include any information that is generally known by the public or generally available from a published source. 

 

The Program may contain links to other websites, which are provided only as a convenience and as an additional avenue of access to the information contained therein. We have not necessarily reviewed all the information on the other websites, and we are not responsible for the content of any other websites, information, material, products or services that may be offered through any of these other websites. Inclusion of links to other websites should not be viewed as an endorsement of the content of linked websites and different terms and conditions apply to the use of any linked websites. We are not responsible for any losses, damages or other liabilities incurred as the result of the use of any of the websites referenced in the Program. 

The intellectual property, including trademarks, logos and service marks as displayed in the Program, are registered and unregistered trademarks of us, our affiliates, licensors, content providers, and other third parties. All such trademarks, logos and service marks are the property of their respective owners. Nothing in the Program shall be construed as granting in any manner or under any law any license or right to use any trademark, logo or service mark displayed in the Program without the owner’s prior written permission, except as otherwise described herein. We reserve all rights not expressly granted in and to the Program and its content.

If the Program is utilized to provide sample investment options for a retirement plan or other investor, you acknowledge and agree such one-time sample does not constitute individualized fiduciary investment advice for any plan, plan sponsor or other person. The sample investment information may not be presented to any plan sponsor or other plan fiduciary as individualized investment advice provided by us or our affiliates, including 3(38) Investment Fiduciaries. No fiduciary investment advice shall be rendered until and unless our affiliate, 3(38) Investment Fiduciaries been retained as an investment manager.

Fees for use of the Program may be waived in whole or in part by us if you have placed a specified level of assets with us 3(38) Investment Fiduciaries for investment management. In that event, your referral of us may be considered a conflict of interest under federal or state securities laws, and a prohibited transaction under the Employee Retirement Income Security Act of 1974, due to the benefit you receive from the fee waiver. You understand and agree that you are solely responsible for seeking legal advice regarding this issue, and for any liability or damages to any third party on account of this issue.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND THE SERVICE CONTENT, AND ALL INFORMATION DERIVED FROM THEM, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TIMELINESS, ACCURACY, AND IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF DEALING. IN ADDITION, WE DO NOT WARRANT THAT THE SERVICE OR CONTENT CONTAINED IN IT WILL BE UNINTERRUPTED, ERROR FREE, FULLY AVAILABLE AT ALL TIMES OR THAT ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE SERVICE IS FREE OF ERRORS OR OTHER HARMFUL CONTENT.

Limitation of Liability 

BY USE OF THE PROGRAM, YOU UNDERSTAND AND ACKNOWLEDGE FULL RESPONSIBILITY FOR USE OF THE PROGRAM AND THAT SUCH USE IS AT YOUR SOLE RISK AND DISCRETION. YOU UNDERSTAND THAT IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS OR ANY DATA PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, LOSS OF BUSINESS REVENUE OR LOST PROFITS, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH. 

IN ADDITION, WE WILL NOT BE LIABLE FOR ANY DAMAGES ARSIING OUT OF OR IN ANY WAY RELATED TO PROGRAM OR WITH THE DELAY OR INABILITY TO USE THE PROGRAM, OR FOR ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE PROGRAM, OUR REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED TO OR MADE AVAILABLE VIA THE PROGRAM, OR OTHERWISE ARISING OUT OF THE USE OF THE PROGRAM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR ANY OF OUR AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. 

THIS LIMITATION OF LIABILITY APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, ANY LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE AND OUR AFFILIATES OR SUPPLIERS SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, ILLEGAL, OR OTHERWISE INAPPROPRIATE OR OBJECTIONABLE CONDUCT OF ANY USER OF THE PROGRAM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH US IS TO IMMEDIATELY DISCONTINUE USE OF THE PROGRAM. 

Indemnification 

You agree to indemnify, defend and hold harmless us, our affiliates, and our and their respective managers, members, officers, directors, employees, contractors, agents, licensors, service providers, subcontractors, and suppliers, from and against any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from use of the Program and any violation of these Terms, including any conflict of interest and/or prohibited transaction described above. If technical disruption of the Program or the systems supporting the Program occurs due to your action or inaction, you agree to be responsible for any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification and, in such case, you agree to cooperate with us defense of such matter. 

The laws of the State of California shall govern these Terms and use of the Program. If the Program is accessed from a location outside of the United States, it is done at your sole risk and discretion with the understanding that laws applicable in a foreign location may not be applicable to the Program. Enforcement and/or any action related to enforcement of these Terms are governed by the jurisdiction of courts located in Los Angeles County within the State of California. 

This Agreement, along with any posted agreements, policies or operating rules, constitutes the entire understanding between us and you regarding the use of the Program and supersedes any prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to the Program. 

If any provision of these Terms is unlawful, void or unenforceable, the remaining provisions of these Terms shall remain in full force and effect.