The Basics of Provisian

Account Registration

Account Type	Description of Account Type
Financial Advisors	If you are a financial advisor and are 18 years of age or older, you may register for the Services as a Financial Advisor. Registered Financial Advisors may use the Services to provide financial planning services to their Individual clients who are 18 years of age or order (“Clients”). Financial Advisors may invite up to the number of Clients as permitted by the Services plan selected during registration.
Clients	If you are invited to join the Services as a Client of a Financial Advisor, you must complete your registration as required by the invitation link. Please note that your access to the Services is conditioned upon your Financial Advisor continuing to provide you with access. If your Financial Advisor removes you as a Client or if their Services subscription expires or is terminated, you may lose your access to the Services and your Content (as defined below).
Individuals	If you are an individual and are 18 years of age or order, you may register for the Services as an Individual. Additionally, if you are a Client that loses access to the Services as described above, you may continue your use of the Services by purchasing an Individual subscription within thirty (30) days after your Client account is deactivated. Financial Advisors and Individuals will be required to sign up for an account and may be required to submit their email address and legal name. You promise to provide us with accurate, complete, and updated registration information about yourself and may not use another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. All personal data collected by us will always remain subject to our Privacy Policy.

Financial Data

Financial documents and data must be uploaded to begin using the core functionality of the Services. Before doing so, you must ensure you have the proper rights and permissions to upload these documents. The “IP Rights in Provisian” section has more information about our requirements and your rights to the content and data you access and upload.

Relationship between Financial Advisors and Clients

Provisian offers the Services to help facilitate interactions between Financial Advisors and Clients. Provisian, however, is not a party to, nor shall it be deemed responsible or liable for, any relationship or contract, agreement or understanding between any Financial Advisor and any Client. Furthermore, Provisian shall not be involved in, and hereby disclaims any liability for, any disputes that may arise from or relate to such outside agreements or relationships between any Financial Advisor and Client. You hereby release, indemnify and hold us harmless from all liability arising out of any such dispute between you and your Financial Adviser or Client (as applicable).

Third-Party Services

You may authorize us to connect with certain third-party services (including, for example, Plaid to connect with financial institutions) (“Third-Party Services”). We are not responsible for the operation of any Third-Party Service, nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Provisian does not make any representations or warranties with respect to Third-Party Services or any third-party providers.

When you access Third-Party Services, you accept that there are risks in doing so, and that Provisian is not responsible for such risks. We encourage you to read the terms and conditions and privacy policy of each Third-Party Service you connect to from the Services.

Provisian has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party Service. In addition, Provisian will not and cannot verify, censor or edit the content of any Third-Party Service. By using the Services, you hereby release, indemnify and hold us harmless from all liability arising from your use of any Third-Party Service.

General

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).

You will only use the Services for your own personal, non-commercial use, and not on behalf of or for the benefit of any third party (except that Financial Advisors may use the Services to offer financial planning services to their Clients), and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law or infringes on any third-party rights.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You're responsible for any activity associated with your account.

Restrictions of Services

Your use of the Services is subject to additional restrictions.

You represent, warrant, and agree that you will not connect to a Third-Party Service or otherwise use the Services or interact with the Services in a manner that:

• Infringes or violates the intellectual property rights or any other rights of anyone else (including Provisian);
• Violates any law or regulation, including any applicable export control laws;
• Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
• Jeopardizes the security of your Provisian account or anyone else’s (such as allowing someone else to log in to the Services as you);
• Attempts, in any manner, to obtain the password, account, or other security information from any other user;
• Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
• “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); or
• Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Fees and Payment

On the registration page, you may select your desired term length and renewal terms for the Services. You hereby agree to make the corresponding payments in accordance with the fees and payment terms that correspond with your selection of Services and term length. If you choose to terminate your subscription to the Services, your access will remain active until the end of the then-current subscription period.

We reserve the right to modify the fees for the Services at any time, but we will provide you with notice in advance. Any increase in charges for the same Services would not apply until the expiration of your then-current subscription period, unless otherwise specifically provided in our notice to you, and would become effective no sooner than the next time you would be charged for those Services. If you do not agree to pay the new fees or other applicable charges, you may elect not to renew the Services before the price change goes into effect, which cancellation would be effective at the expiration of your then-current subscription period.

Changes in fees will not affect the current subscription period. You are responsible for all applicable taxes and any fees incurred from late payments or chargebacks. The company also retains the right to amend these terms, with continued use of the service post-amendment constituting acceptance.

If you select a free trial option via a promotion code or when otherwise made available, you agree that after the free trial period expires, your access to the Services may be terminated or you may be enrolled to the Services for the post-trial term length and according to the billing terms present at the time of your registration.

You shall provide Provisian with valid and updated credit card information. You authorize Provisian to charge such credit card for all Services selected during registration for the initial subscription term and any corresponding renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated on the registration page. If the registration page specifies that payment will be by a method other than a credit card, Provisian will invoice you in advance and otherwise in accordance with the relevant registration page. If you purchase the Services via a signed order form, unless the order form indicates otherwise, payments will be due within thirty (30) days of invoice and are nonrefundable.

Unpaid fees are subject to a finance charge of one and half percent (1.5%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under these Terms are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. You agree to pay such taxes (excluding US taxes based on Provisian’s net income) unless you have provided Provisian with a valid exemption certificate. In the case of any withholding requirements, you will pay any required withholding itself and will not reduce the amount paid to Provisian on account thereof.

All fees are non-refundable, except in the case where Provisian terminates your access to the Services without cause, in which case a prorated refund for the unused portion of the then-current subscription term may be issued.

IP Rights in Provisian

What are my rights in Provisian?

You understand that Provisian owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The text, data, information, documents, and materials you upload to or process through the Services (including financial information accessed via Third-Party Services) (collectively, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s rights.You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You are responsible for all your activity in connection with the Services.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do! For the avoidance of doubt, these restrictions apply to Financial Advisors and all Content they access or receive from their Clients.

Do I have to grant any licenses to the Services or to other users?

Anything you post, upload (including .PDFs), share, store, or otherwise make available through the Services is your “User Submission.” Some User Submissions are viewable by other users (for example, Clients and Financial Advisers may share User Submissions as permitted through the Services). To display your User Submissions on the Services, and to allow your Financial Advisor or Client (where applicable) to access them, you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant Company a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Company the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

If you share a User Submission only in a manner that only certain specified users can view (for example, to your Financial Advisor Client, as applicable) (a “Limited Audience User Submission”), then you grant Company the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission solely to enable the functionality of the Services.

You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide.

Finally, you understand and agree that in performing the required technical steps to provide the Services to our users (including you), we may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of our algorithmic models, connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Provisian welcomes feedback, suggestions, or ideas on how to improve the Services. You acknowledge and agree that Provisian may freely use and share any feedback you share about the Services.

Change of Terms or Services

Will Provisian ever change the Services?

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services (including by adding or removing any Third-Party Service), or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you when practical.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Provisian website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Termination of Services

What if I want to stop using Provisian?

You’re free to do that at any time through the Services; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Provisian is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Provisian has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

Privacy

What about my privacy?

Provisian takes the privacy of its users seriously. Please refer to our current Provisian Privacy Policy.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal@provisian.com.

What else do I need to know?

Warranty Disclaimer

Neither Provisian nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS-IS” and without any warranty of any kind from Provisian or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY PROVISIAN (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Not Professional or Financial Advice

THE SERVICES (INCLUDING ACCOUNT AGGREGATION, SCENARIO ANALYSIS, AND ADVANCED REPORTING) ARE INTENDED AS INFORMATIONAL RESOURCES ONLY AND SHALL NOT BE DIRECLTY OR INDIRECTLY USED AS, OR AS A SUBSTITUTE FOR, PROFESSIONAL ADVICE. WITHOUT LIMITING THE FOREGOING, THE SERVICES DO NOT OFFER, AND YOU SHALL NOT USE THE SERVICES FOR, ANY TAX, FINANCIAL, LEGAL, BUSINESS, EMPLOYMENT, OR ANY OTHER PROFESSIONAL ADVICE. THE PROJECTIONS AND ANALYSES PROVIDED ARE HYPOTHETICAL AND SHOULD NOT BE SEEN AS GUARANTEES OF FUTURE PERFORMANCE AND CUSTOMER UNDERSTANDS THAT ANY SUCH FORWARD LOOKING STATEMENTS MAY NOT BE ACCURATE OR COMPLETE. ALL USERS SHOULD EXERCISE THEIR OWN JUDGMENT AND, WHERE APPROPRIATE, CONSULT WITH PROFESSIONAL ADVISORS BEFORE MAKING FINANCIAL DECISIONS. PROVISIAN (AND ITS SUPPLIERS AND LICENSORS) WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SERVICES OR RELIANCE ON ITS OUTPUTS.

Indemnity

To the fullest extent allowed by applicable law, you agree to indemnify and hold Provisian and its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Provisian’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Notices

All notices, requests, demands, and other communications these Terms shall be in writing and properly addressed as follows:

Notices shall be deemed effectively given upon delivery if personally delivered or sent by nationally recognized overnight courier, upon successful transmission if sent by email, or five (5) days after being mailed by prepaid certified or registered mail, return receipt requested. Emails are considered a valid form of notice for all communications related to the use of the Services and updates to these Terms. It is your responsibility to keep your email address current within their account settings to ensure proper receipt of all notices.

Choice Of Law & Jurisdiction

These Terms are governed by and will be construed under the laws of the State of Michigan, without regard to the conflicts of laws provisions thereof. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Grand Rapids, Michigan.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Provisian may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Provisian agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Provisian, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Provisian, and you do not have any authority of any kind to bind Provisian in any respect whatsoever. You and Provisian agree there are no third party beneficiaries intended under these Terms.