At AssetMark, Inc. and our affiliates (collectively referred
to as “AssetMark”), we are pleased to provide you with access to our Practice Management
Services (“Services”), including use of the [VMI Tool] (the “Tool”), and this website
(“Site”). Your use of these services, the Tool and the Site is subject to the following
and accessing this Site, you accept and agree to be bound by this Agreement. Your
use of this Site is governed by the version of this Agreement in effect on the date
the Site is accessed by you. AssetMark reserves the right to modify this Agreement
at any time and without prior notice. You may review the Agreement at www.ewealthmanager.com/eWMLogin/TermOfUse/PracticeManagementTermOfUse.
This Agreement is in addition to any other agreements, including but not limited
with Assetmark. Please use caution and common sense when using this Site and consult
with your own legal, compliance, tax and other professional advisors before deciding
to enter into a transaction.
1. SERVICES AND USE OF ASSETMARK SITE
Assetmark is providing these Services and access to this Site solely as an accommodation
to educate our financial advisers regarding important practice management issues.
Unless otherwise indicated on the Site, Assetmark does not make any representations
whatsoever as to the correctness or accuracy of the Site, the information contained
on it or provided to you as a result of your use of it. You assume full and complete
responsibility in the use of and reliance on any and all information provided through
the Site or provided to you by Assetmark in connection with your use of the Site,
sources of advice and assistance, referrals to professionals, sample forms, language,
checklist and other documentation and information. You will not rely on the information
contained on the Site or provided to you by Assetmark in connection with your use
of it in entering into any transaction. You will conduct your own due diligence
before entering into a transaction. Assetmark assumes no responsibility for verifying,
investigating, supplementing, updating or correcting the information contained on
the Site in connection with your use of it or for performing any due diligence with
respect to any transaction contemplated by you. ASSETMARK DOES NOT PROVIDE LEGAL,
TAX, ACCOUNTING, FINANCIAL OR REGULATORY ADVICE IN THE ACQUISITION, MERGER OR SALES
PROCESS, OR WITH RESPECT TO ANY INFORMATION CONTAINED ON THE SITE.
2. POSTINGS ON TOOL
You are solely responsible for all Information you post or otherwise communicate
using the Tool, and Assetmark acts only as a passive conduit for distribution and
publication of such Information. You represent and warrant that all information
you post or otherwise communicate using the Tool shall not: (i) be false, inaccurate
or misleading; (ii) contain any advertising; (iii) infringe any third party's copyright,
trademark or other proprietary rights; (iv) violate any law, statute, ordinance
or regulation; (v) be defamatory or harassing; (vi) contain any viruses or other
malicious software; (vii) be obscene or otherwise inappropriate; and (viii) contain
any information regarding individual clients, their accounts or holdings. Without
limiting or waiving any right or remedy Assetmark may have with regard to a breach
of this Agreement by you, whether provided under this Agreement or otherwise, Assetmark
may delete your posting, in whole or in part, and restrict access to the Site if
Assetmark believes you to be in violation of this Section 2.
3. ASSETMARK ROLE NOT AGENT OR FIDUCIARY
Assetmark provides the Site and the information contained therein to you as an independent
contractor only and not as an agent or representative of or fiduciary to you or
any other person. Assetmark has no involvement in the negotiation or completion of
any transaction between you and, as the case may be, any buyer, seller or service
provider. As a result, unless otherwise indicated on the Site, Assetmark has no control
over the truth or accuracy of any information provided on the Site or otherwise
provided to you by Assetmark in connection with your use of it.
4. INFORMATION POSTED ON THE SITE/CONFIDENTIALITY
Information posted on the Site is visible to any Assetmark employee and may be used
by Assetmark to provide services to you. You authorize the disclosure of your information
to Assetmark personnel in connection with the administration of the Site. You are
responsible for the security of your user ID and password information for the Site
and agree to inform Assetmark immediately if you become aware of the loss, theft
or unauthorized use thereof. NO INFORMATION REGARDING INDIVIDUAL CLIENTS, THEIR
ACCOUNTS OR HOLDINGS MAY BE POSTED ON THE SITE.
You hereby agree to release, defend, indemnify, and hold harmless Assetmark and its
affiliates, officers, directors, agents, subsidiaries and employees from and against
any claim, action, proceeding, liability, loss, damage, cost, or expense (including,
without limitation, attorneys' fees and expert costs) of any kind or nature, known
or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or
in any way connected with your breach of this Agreement, your use of the Site or
any transaction that arises from your use of this Site including any potential sale
or acquisition (each a "Claim" and, collectively, the "Claims"); except any such
claims, demands and damages that are the result of Assetmark's gross negligence or
willful misconduct. You shall pay all amounts that a court finally awards or that
you agree to in settlement of any Claim(s) as well as any and all of Assetmark's
expenses or charges as they are incurred by Assetmark or any other party indemnified
under this Section in cooperating in the defense of any Claim(s). This obligation
shall survive expiration or termination of this Agreement.
Assetmark may terminate your authorization to use the Site without prior notice to
you for any reason, including, but not limited to, your breach of any of the terms
and conditions of this Agreement.
7. GENERAL TERMS
This Agreement has been made in and will be construed and enforced in accordance
with California law, as applied to agreements entered into and completely performed
in California. The provisions of Sections 2 (Postings on Tool), 5 (Indemnification)
and 7 (General Terms) shall survive any expiration of termination of this Agreement.
Failure to insist on strict performance of any term of this Agreement will not operate
as a waiver of any subsequent default or failure of performance, and any waiver
of any term of this Agreement will not be taken or held to be a waiver of the term
itself. No waiver of any term of this Agreement will be valid unless in writing
and acknowledged in writing by the waiving party. If any portion of this Agreement
is adjudged invalid or unenforceable by a court of competent jurisdiction, such
provision will be enforced to the maximum permissible extent to effect the intent
of the parties, and the remaining portions will remain in full force and effect.
No joint venture, partnership, franchise, employment, or agency relationship exists
between you and Assetmark as a result of this Agreement or your use of the Site.
This Agreement constitutes the entire agreement between you and Assetmark with respect
to the Tool; provided, however, that you will also be subject to any additional
terms and conditions of which you are notified and to which you manifest your consent
by continued use of the Site. You are also subject to additional terms and conditions
contained in any other agreements between you and Assetmark and any other terms and
conditions that may be provided on the Site in connection with certain third party
content or information.