Terms and Conditions
LAST MODIFIED: JANUARY 2021
Compliance with Laws. During the term of this Agreement, Customer agrees that Customer shall comply at all times with all applicable laws and regulations, including, without limitation, the Child Online Privacy Protection Act (15 U.S.C. §6501 et. seq.) and the Digital Millennium Copyright Act (17 U.S.C. §512). Customer acknowledges and agrees that Customer shall be solely responsible for all of Customer’s data and content that is transmitted, created, modified or otherwise manipulated in connection with Customer’s use of the Hosting Services or any data or content that passes through InvestNext Hosting Servers in whatever fashion and that Customer will not use the Hosting Services or transmit any content or data in violation of any applicable local, state, national or foreign law. Notwithstanding anything to the contrary herein, Customer shall ensure that all of Customer’s employees, representatives or any party accessing the Customer’s Hosting Services shall comply with this Exhibit.
Security. Customer and Customer’s representatives, agents and employees shall keep all access data in connection with the Hosting Services confidential, including, without limitation, all login user names and passwords. Customer shall take all reasonable efforts, but no less effort than Customer applies to Customer’s other internal network operations, to ensure the confidentiality of all proprietary information in connection with the Hosting Services. InvestNext does not assume any responsibility for data that is compromised due to lost computers, cell phones, tablets or any other stationary or mobile device that is used to access Customer’s InvestNext software.
Internet Access and Services. In accepting the terms of this Agreement, you understand that the Service can only be accessed by means of an Internet Browser and Internet connection not provided as part of this Agreement. It shall be your sole responsibility to obtain the necessary computer equipment and Internet Browser and connection through a distributor and Internet Service Provider of your choice and at your sole cost and expense. It shall be your sole responsibility to obtain and maintain the necessary computer equipment and Internet Browser to the most current hardware and software security standards issued by these manufacturers throughout this Agreement.
Hosting Services Operational Period; Service Level Standards. Subject to Customer’s obligations herein and InvestNext maintenance obligations set forth in Section 2.2 below, InvestNext shall use commercially reasonable efforts to provide the Hosting Services with a ninety-nine and eight tenths percent (99.8%) annual access rate between the hours of 6:00 a.m. Monday (EST) to 12:00 p.m. Saturday (EST) (the “Operational Period”) excluding the effect of any third party network providers.
Maintenance of Hosting Services and Servers. Except as expressly provided herein, InvestNext will use commercially reasonable efforts to not perform maintenance or upgrades that would materially and adversely affect Customer’s use of the Hosting Services during the Operational Period; provided; however, Customer acknowledges that InvestNext, as InvestNext determines in InvestNext sole discretion, may be required to perform non-routine maintenance and/or upgrades to the Hosting Services or the Hosting Servers during the Operational Period and Customer agrees to comply with the same.
Data Security and Integrity. InvestNext will use industry-standard practices to ensure secure access to data, as well as provide daily backups to restore data in the case of system failure. Security techniques used will include, but are not limited to:
SSL encryption on all connections to or from the core application and investor portal;
AES-256 encryption-at-rest for all data and documents;
Daily backups retained for one week, in addition to monthly backups retained for at least twelve months;
Strong password policy enforced for all users by comparing against an industry-standard weak password library.
InvestNext will not be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including failure or disruption of the Internet.
Send unsolicited commercial e-mails, communications or Spam in any form, including, without limitation, the distribution of chain letters or unsolicited bulk electronic email.
The propagation of any computer worms, viruses or similar destructive matter.
The distribution of obscene or defamatory material.
Distributing, accessing or any other activity in violation of any local, state, national or international applicable rule, law or regulation.
Infringing upon or misappropriating the intellectual property rights of any third party including, without limitation:
the posting of copyrighted materials on the hosting servers without appropriate permissions consents and attribution;
using any third party trademarks, service marks or trade names without appropriate permissions, consents and attribution; and
the posting of any confidential or trade secret information in violation of any applicable rule, law or regulation.
Violating the personal privacy rights of others, including the use and dissemination of any privacy information in violation of any applicable rule, law, or regulation.
Send, post or otherwise participate in harassing, abusive, defamatory or obscene materials or actions.
Any unusually large consumption of bandwidth or network resources on the hosting servers.
Engage in or otherwise use these services in violation of any local, state, national or international rule, law or regulation.