FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRES AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW.
You and the Dominion Customer (as defined herein) represent and warrant that You are at least 18 years old. Please note that the Platform is not for use by children less than 18 years of age or the relevant age of majority in your jurisdiction. If it comes to Dominion’ attention through reliable means that a registered user is a child under 18 years, or such other relevant age, Dominion will cancel that user’s account.
Grant of Limited License
Subject to these Terms and the fulfillment of contractual obligations to Dominion Capital Strategies Limited (“Dominion”) by the party authorizing You to use the Platform under the terms of an account with Dominion (“Dominion Customer”) or under the terms of a referral agreement with Dominion (“Advisor”) or either a Dominion Customer or an Advisor (“User” or Users”), Dominion grants to You a limited, personal, non-exclusive, non-sub licensable, non-assignable, non-transferable right to use the Dominion Platform. Dominion reserves all rights in the Platform not expressly granted herein, including without limitation ownership and proprietary rights.
Dominion is entitled, without any liability, to refuse, restrict, limit, suspend and/or interfere or interrupt the Platform or any part thereof, without any notice to You for the repair, improvement, and/or upgrade of the Platform or for any of the reasons for termination as mentioned below.
Dominion may change any technical features of the Platform in order to keep pace with the latest demands and technological developments, at its own discretion and without any notice to You.
You may not make any use of the Platform in whole or in part that is not expressly permitted by these Terms. The permission granted herein is solely for Your benefit and may be used only for Your internal purposes. No license, right or interest in any Dominion trademark, trade name or service mark is granted hereunder. You shall take no action designed to defeat the operation of any security measure incorporated in the Platform, www.dominion-cs.com, or its subdomains, such as app.dominion-cs.com, help.dominion-cs.com and support.dominion-cs.com.
You acknowledge and agree to use the Platform solely for lawful purposes. You agree that You shall not, under any circumstances,
- Copy or modify any software on the Platform;
- Reverse engineer, decompile, or disassemble all or any portion of the Platform;
- Sell, grant a security interest in or transfer reproductions of the Platform to other parties in any way not expressly authorized herein, nor shall You rent, lease or license the Platform to others;
- Facilitate, create or maintain any unauthorized connection to the Platform, including without limitation any connection to any unauthorized server that emulates, or attempts to emulate, the Platform. All connections to the Platform, may only be made through methods and means expressly approved by Dominion. Under no circumstances may You connect, or create tools that allow You or others to connect, scrape, browse, to the Platform’s proprietary interface other than those expressly provided by Dominion for public use;
- Use the Platform in any fraudulent way;
USE OF THE PLATFORM & USE GUIDELINES
Registration. To use the Platform, You and/or the Dominion Customer are required to complete and submit a user registration form (“Registration Form”). As part of this registration process for, You and the Dominion Customer agree to: (i) provide certain limited information about Yourself and the Dominion Customer as prompted to do so by during the registration process or thereafter by the Platform (such information to be current, complete and accurate) and (ii) maintain and update this information as required to keep it current, complete and accurate. The information requested at the time of the original signup shall be referred to as registration data (“Registration Data”). If Dominion discovers that any of Your Registration Data is inaccurate, incomplete or not current, or if Dominion determines, in its sole discretion, that You or the Dominion Customer are not an appropriate subscriber or user of the Platform, Dominion may terminate all rights to access and use the Platform, Service and software immediately upon notice.
Password. When You register to use the Platform, You will be provided with a password in a format specified by Dominion. You shall not disclose such password to any other person or entity and shall ensure that the password remains confidential for the duration of this Agreement. In the event that You know or have a reasonable suspicion that a third party knows Your password, You shall immediately change your password and notify Dominion via: firstname.lastname@example.org. If Dominion has reasonable grounds for believing that You have misused or are misusing the password, Dominion may require You to change the password or may suspend Your use of the Platform until such time as Dominion is satisfied that the security of the Platform and services is no longer compromised by Your account activities.
User Equipment. Dominion is not responsible for (i) obtaining and maintaining any User equipment or any ancillary services needed to connect to, access or otherwise use the Platform; (ii) paying third-party access charges (e.g., kiosk, ISP, telecommunications) incurred while using the Platform; and (iii) ensuring that the User equipment and any ancillary services are compatible with the Platform and comply with all configuration requirements set forth in the Documentation.
Updates and Maintenance. Dominion may from time to time deploy or provide patches, updates and modifications to the Platform that must be installed for You to continue to use the Platform. Dominion may update the Platform, without the knowledge or consent of the user, and You hereby grant to Dominion Your consent to deploy and apply such patches, updates and modifications. Dominion will make all reasonable commercial attempts to make the Services available without interruption but reserves the right to suspend availability of the Platform in order to perform maintenance of the Services at such intervals and for such periods as Dominion may in its complete discretion decide. Wherever reasonably possible, Dominion will provide prior notice of such activities.
Provision of the Platform by Dominion. Dominion is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Platform that Dominion provides may change from time to time without prior notice to You. In the event the Platform becomes the subject of actions or claims of infringement of Intellectual Property Rights, Dominion shall have the right to (i) modify or replace the Platform in such a manner that the infringement ends, or (ii) terminate this Agreement in respect of any such Platform service as Dominion sees fit, without incurring any liability (except Dominion’ limited liability for indemnification under this Agreement for actions or claims prior to such termination, if any).
Service Availability and Regulatory Compliance. You may not be eligible for all the products or services described on the Platform. You are required to inform yourself about and observe any relevant local restrictions.
Subcontractors. In some cases, Dominion uses subcontractors to provide services on the Platform. Sometimes, these subcontractors, who are bound to Dominion by terms of confidentiality and nondisclosure agreements, will be providing the Platform services to You on behalf of Dominion itself. You acknowledge and agree that subcontractors will be entitled to provide the Platform services to You.
Ownership. The Platform and other Intellectual Property (including but not limited to software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information) of Dominion, and its Third Party service or data providers, and all copies and parts thereof, whether any of the foregoing are pre-existing, developed in the course of this Agreement, or otherwise, are and shall at all times remain, the sole and exclusive property of Dominion or the respective Third Party, including without limitation, all patents, copyrights, trademarks, and all other Intellectual Property Rights embodied therein or appurtenant thereto. There are no implied rights and all other rights not expressly granted in the Agreement are reserved. Unless otherwise agreed to in writing by the Parties, all license, right or interest to the Platform, its content, services, derivative works shall be the property of Dominion and/or its Third Party providers.
User Data. “User Data” means all text, files, data, output, programs, information, or other information or material that is owned or licensed by Customer or Users and submitted to the Platform. All User Data submitted to the Platform by You is licensed to or owned exclusively by You. Dominion may access User accounts, including User Data, solely to deliver the Platform services, create and aggregate anonymized data, respond to technical problems, or at the User’s request. User retains all copyright, trademark and other Intellectual Property Rights (including but not limited to software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information) in User data and equipment. There are no implied rights and all other rights not expressly granted in the Agreement are reserved. You agree that you are solely responsible for (and that Dominion has no responsibility to you or to any third party for) any User Data that you create, transmit or display while using the Platform and for the consequences of your actions (including any loss or damage which Dominion may suffer) by doing so.
Proprietary Notices. You agree to maintain all copyright and any other proprietary notices appearing on content displayed on the Platform including, without limitation, the Dominion Logo and the “powered by Dominion” attribution requirement as specified in the Documentation. Any removal of, or failure to include proprietary notices on User Data will be considered a breach of the Intellectual Property Rights under this Agreement.
Service Suggestions. Dominion shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Platform any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by its Users relating to the operation of the Platform without the payment of any additional consideration therefore to User.
PRIVACY AND CONFIDENTIALITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS AND DOMINION DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SOFTWARE, PLATFORM, SERVICES, AND CONTENT, INCLUDING INFORMATION, NAMES, IMAGES, PICTURES, LOGOS AND ICONS REGARDNG OR RELATING TO DOMINION OR TO THIRD PARTY PROVIDERS IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR ANY KIND OF WARRANTY MADE. DOMINION MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPREHENSIVENESS OF THE INFORMATION APPEARING ON THE PLATFORM.
NEITHER DOMINION NOR ANY OF ITS AFFILIATES, AGENTS, SERVICE PROVIDERS, PARTNERS, EMPLOYEES OR ITS THIRD PARTY LICENSORS WARRANTS THAT THE SOFTWARE, PLATFORM, WEBSITE, OR SERVICES WILL BE FREE FROM ANY VIRUS OR OTHER CODE THAT IS CONTAMINATING OR DESTRUCTIVE BY NATURE AND YOU ARE RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT AS WELL AS PROTECTION FROM SUCH VIRUSES OR OTHER CODE THAT MAY CONTAMINATE OR DESTROY YOUR SYSTEM OR DATA.
NEITHER DOMINION NOR ANY OF ITS AFFILIATES, AGENTS, NETWORK SERVICE PROVIDERS, PARTNERS, EMPLOYEES OR ITS THIRD PARTY LICENSORS WARRANTS THAT THE SOFTWARE, PLATFORM, OR SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
NEITHER DOMINION NOR THE PLATFORM IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. DOMINION IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. THE PLATFORM IS INTENDED ONLY TO ASSIST YOU IN YOUR FINANCIAL PLANNING ACTIVITY. THEREFORE, BEFORE MAKING ANY FINAL DECISIONS OR IMPLEMENTING ANY FINANCIAL STRATEGY, DOMINION STRONGLY ADVISES YOU TO SEEK ADVICE FROM YOUR ACCOUNTANT OR OTHER FINANCIAL ADVISERS WHO ARE FULLY AWARE OF YOUR OR YOUR CLIENTS’ INDIVIDUAL CIRCUMSTANCES. YOU AGREE THAT ALL ACCESS AND USE OF THE PLATFORM AND ITS CONTENTS IS AT YOUR OWN RISK.
YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE PLATFORM OR IS TO CEASE USE OF THE PLATFORM.
THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PLATFORM IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
You agree that Dominion shall have no liability whatsoever for any use made of the Platform by You or any third party. You and the Dominion Customer hereby agree to defend, indemnify and hold harmless Dominion from any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to Your use of the Platform as well as from Your failure to comply with any terms of this Agreement.
LIMITATION OF LIABILITY
Limitation of Liability. DOMINION SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE PLATFORM, YOUR USE OF THE PLATFORM, OR THIS AGREEMENT, EVEN IF DOMINION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DOMINION’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).
Exclusion of Consequential and Related Damages. EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Termination. These Terms are effective until terminated. You may terminate these Terms at any time by notifying Dominion of Your intention to terminate these Terms and ceasing to use the Platform. Dominion may terminate this Agreement at any time for any reason or no reason in accordance with the Return of Data provisions contained in this Section. In such event, You must immediately and permanently cease to use the Platform. Upon termination of this Agreement for any reason, all licenses granted herein shall immediately terminate. The provisions in the paragraphs above labeled PROPRIETARY RIGHTS, LIMITATION OF LIABILITY, WARRANTY DISCLAIMER and INDEMNIFICATION and, any other terms that, by their nature, ought to survive termination, will survive the expiration or termination of this Agreement.
Termination for Cause. Dominion may immediately terminate this agreement by giving notice to You and/or the Dominion Customer if:
- The Dominion Customer breaches the Terms of his or her account at Dominion; or
- You breach the Terms of this Agreement and such breach is not curable within 30 days; or
- Required by a valid judicial or governmental order; or
- You or the Dominion Customer breach the use rights contained in the Agreement; or
- You or the Dominion Customer engage in any unauthorized manufacture, copying, distribution or use of any part of the Platform, or otherwise engages in the infringement of Dominion’ Intellectual Property Rights; or
- You or Dominion Customer fail to provide Registration Data in accordance with this agreement;
Return of Data. Upon specific request by the Dominion Customer made within 90 days of the effective date of termination, Dominion shall make available to Dominion Customer for download a file of Your Data in a mutually agreed upon format. After such 90-day period, Dominion shall have no obligation to maintain or provide any data or materials and may at its sole discretion thereafter, delete all of Your Data on its systems or otherwise in its possession or under its control.
Effect of Termination. Upon the effective date of termination of this Agreement: (i) Subject to Section 9.3, Dominion shall immediately cease providing access to the Platform; and (ii) Your license to use the Platform and Service shall cease.
CHANGES IN THE AGREEMENT
Dominion reserves the right to modify these Terms at any time by providing such revised terms to You or by publishing the revised terms on the Platform. The revised Terms shall become effective within seven (7) days of such publishing or provision to You, unless You expressly accept the revised Terms earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the Platform after expiry of the notice period of seven (7) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Terms. You can find the latest version of these Terms at www.dominion-cs.com. Dominion may change, modify, suspend, or discontinue any aspect of the Platform at any time. Dominion may also impose limits on certain features or restrict Your access to parts or all of the Platform without notice or liability. You have no interest, monetary or otherwise, in any feature or content contained in the Software.
You acknowledge that the Platform may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the software and Platform as well as end-user, end-use and destination restrictions issued by national governments.
NOTICES AND YOUR CONSENT
You give us consent to provide You with required notices, agreements and information concerning the Platform electronically. Dominion will provide You our notices either by sending them to the e-mail address that You give to us during registration or by posting the notices on the home page of the relevant web page of the applicable service or platform. If You want to withdraw Your consent to receive notices electronically, You must discontinue Your use of the Platform.
The parties agree to attempt to amicably settle any dispute, first by discussions among their commercial contacts, and then by escalation to upper management. Any dispute arising out of or in connection with this Agreement that cannot be settled by good faith negotiations between the parties within sixty (60) days after one party gives the other party notice requesting discussions to resolve such dispute, including any question regarding its existence, validity, interpretation or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. The arbitration tribunal shall consist of one arbitrator appointed by the Parties. If the Parties fail to agree on the identity of the arbitrator, the arbitrator will be appointed in accordance with said Rules. The place of arbitration will be Guernsey, unless the parties agree otherwise. The language of arbitration will be the English language.
GOVERNING LAW AND VENUE
This Agreement shall be governed exclusively by Guernsey Law without regard to its conflicts of laws rules. In the event that the Arbitration process contained herein does not succeed in settling the dispute, the courts located in Guernsey shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts. Each Party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
No waiver, alteration, or modification of the provisions of these Terms or any of the terms of a purchase order will be valid unless made in writing and signed by a corporate officer of Dominion. If any provision or provisions of these Terms are determined to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions of these terms will not in any way be affected or impaired thereby. You may not assign these Terms to any third party; Notwithstanding the foregoing, either Party may assign this Agreement together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Where Dominion has provided You with a translation of the English language version of the Terms, then You agree that the translation is provided for Your convenience only and that the English language versions of the Terms will govern Your relationship with Dominion. If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
BASIS OF BARGAIN
Each Party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained-for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each Party under this Agreement and in the decision by each Party to enter into this Agreement.