These Terms of Use (these “Terms of Use” or this “agreement”) is a legal agreement between you and Ernst & Young LLP (“EY”) that governs your access or use of the EY financial wellness service website (the “Application”) and the provision of certain services (the “Services”) made available through the Application. Please read these Terms of Use carefully before using the Application or the Services.
The Application and the Services are made available by EY. The Application and the Services are each made available to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained in these Terms of Use. Clicking “I accept” constitutes your agreement to these Terms of Use. In addition, your use of the Application and your receipt of the Services each also constitute your agreement to be legally bound by these Terms of Use. If you do not agree with these Terms of Use, do not use the Application or proceed to receive any Services. These Terms of Use include any updates, modifications and amendments to these Terms of Use that EY may post on the Application from time to time. By continuing to use the Application or continuing to receive the Services, you agree to be bound by any such updated version of these Terms of Use.
The parties to these Terms of Use (you and EY) agree to arbitrate any claim, dispute, or controversy, including all statutory claims and any state or federal claims, that may arise out of or relating to the Application, the Content (as hereinafter defined) or the Services or the subject matter of these Terms of Use in accordance with the sections entitled Mediation and Arbitration included in these Terms of Use. By agreeing to arbitration, the parties understand and agree that they are waiving their rights to use other available resolution processes, such as a court action or administrative proceeding, to settle their disputes. The parties agree that these Terms of Use require the use of mediation and arbitration on an individual basis to resolve covered disputes, rather than jury trials or class actions.
These Terms of Use also govern your access to and use of all information, software, designs, data, databases, logos, interfaces, images, sound or visual recordings or other material available through the Application or the Services (collectively, "Content"), all of which are protected intellectual property of, or used with permission or under license by, EY. Unless otherwise expressly stated in these Terms of Use, all references to the Application include the Content. All information, software, data, databases, images, sound or visual recordings or other material made available from or through you to EY in connection with the Application and/or the Services are collectively referred to as the "User Content."
The Content and the Application are licensed, not sold, to you on a limited basis for use and access only under the terms of these Terms of Use, unless accompanied by a separate agreement, in which case the terms of that separate agreement will govern subject to your acceptance of that separate agreement. If there is a conflict between these Terms of Use and any separate agreement between you and EY such that you cannot comply with both, the separate agreement shall take precedence over these Terms of Use, subject to your acceptance of the separate agreement. EY reserves all rights not expressly granted to you under these Terms of Use.
EY has expended substantial time, effort and funds to create the Application and the Content. You acknowledge and agree that EY exclusively owns the Application, except that EY has licensed from third parties the rights to use some portions of the Application. The Application contains proprietary content, information and material that is protected by applicable intellectual property and other applicable laws, including but not limited to copyright, trademark and other proprietary rights and laws, as applicable. The use of the Application and access to the Content is a license and you have no ownership or intellectual property rights in the Application and/or any Content. You agree that you will not:
You retain any intellectual property rights you may have in any User Content. EY may provide information you submit through the Application, including the User Content, to other EY Firms, as well as external third parties providing services on EY’s or any EY Firm’s behalf, who may collect, use, transfer, store or otherwise process (“Process”) it in various jurisdictions in which they operate in order to facilitate performance of the Services, to comply with regulatory requirements, to check conflicts, to provide financial accounting and other administrative support services or for quality and risk management purposes.
The Application may contain links to other web sites ("Linked Sites"). The Linked Sites are not under the control of EY and EY is not responsible for the contents of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. EY is not responsible for webcasting or any other form of transmission received from any Linked Site. EY is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement, approval, or sponsorship by EY of any Linked Site or any association with its operators. If you decide to visit any Linked Site, you do so at your own risk. The following additional terms apply to the Linked Sites:
QUOVO.COM
The Application and the Content and all rights therein are and shall remain EY’s and its licensors’ property. Neither these Terms of Use nor your use of the Application or the Content convey or grant to you any rights: (i) in or to the Application, the Content or the Services; or (ii) to use EY’s logos, product and service names, trademarks or services marks. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Application, the Content or any output of the Services or (ii) publicly display, publicly perform, circulate, publish, retransmit, redistribute, reproduce, modify, prepare derivative works based upon, license, lease, sell, resell, transfer, stream, broadcast or otherwise exploit the Content, the Application or the Services.
The Application is not available for use by persons under the age of 18. You represent that you are not an individual or an individual employed by or associated with an entity identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List, or otherwise ineligible to receive items subject to US Export control laws and regulations, or other economic sanctions of any sovereign nation. The Application, the Content and the Services may be used only for lawful purposes. You acknowledge that your conduct is subject to local, state, national and international laws. You agree that you will comply with applicable laws, rules, regulations, ordinances and other national and international requirements related to your use of the Application, the Content and the Services.
You may not access or use the Services if you are a citizen or national of any country that is subject to United States export restrictions (currently including, but not necessarily limited to, Iran, Syria, North Korea, Libya, and Sudan). Also, you may not access or use the Application or the Services from any such country. You agree to abide by applicable export control laws and not to transfer, by electronic means or otherwise, any Content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any required government authorization.
You may use the Application and the Services for yourself, your spouse and/or your children or dependents only. You may not may use the Application or the Services for any other person or entity.
You represent and warrant to EY that the User Content you provide to EY in the registration process and in other areas of the Application is true, accurate and complete. You represent that you have the right to provide EY with any User Content. Upon request by EY, you agree to defend, indemnify and hold harmless EY and the other EY Firms (as defined below), as well as its and their respective partners, principals, employees, agents, contractors and other suppliers from all liabilities, claims and expenses, including attorneys’ fees, that arise from (i) your breach of these Terms of Use, (ii) your access or use of the Application and/or Content, or any Linked Site, or (iii) any third party claims of any kind that allege that EY’s or any EY Firm’s possession, storage, use, modification, processing, exportation or importation of any User Content violates any law, regulation or the rights of any third party. EY reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, but our assumption of the defense and/or control of a matter shall not release you from your indemnity and hold harmless obligations for such matter nor for any other matter unless we specifically agree to do so in writing. As used in these Terms of Use, the term “EY Firm” means any member of the global network of Ernst & Young firms, each of which is a separate legal entity.
The Application may provide real-time chat services (“Chat”) as well as other messaging or communication facilities (“Messaging”) designed to enable you to communicate with EY (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and reasonably related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
EY may (but is not obligated to) review any materials posted, sent or received via a Communication Service and may remove any materials in its sole discretion. EY may terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
EY may at any time disclose any information posted on the Communications Services as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in EY’s sole discretion.
The Application provides a Messaging feature, so you can more easily ask your financial planning questions. The Messaging feature is not “real time”, meaning that EY personnel are not standing by waiting to respond to your messages. The Messaging feature will store your message and forward it to an EY financial planner, who will normally respond to you within two business days.
The Application also provides a chat feature so that you can receive technical support. You should not use this chat feature to provide details to EY personnel regarding your specific financial planning needs. Further, please note that at no time will EY support personnel attempt to obtain any such personally identifying information through the chat feature.
EY will provide and perform the Services in accordance with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
You are responsible for obtaining and maintaining the data network access necessary to use the Application. Your mobile network’s data and messaging rates and fees may apply if you access or use the Application from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Application and any updates to the Application. EY does not guarantee that the Application, or any portion thereof, will function on any particular hardware or device. In addition, the Application may be subject to malfunctions and delays inherent in the use of the Internet, electronic communications and technology.
These Terms of Use remain in effect at all times while the Application and the Content is accessible to you. If you no longer want to comply with these Terms of Use, you must immediately cease use of the Application and the Content and destroy all copies, full or partial, of the Application and/or Content. Your rights under these Terms of Use will terminate automatically without notice from EY if you fail to comply with any term(s) of these Terms of Use.
EY may suspend, limit or terminate all or a portion of these Terms of Use or any Service, with or without cause, at any time without notice or upon notice via e-mail or other written notice to the address you provide to us in the registration process. We reserve the right to terminate inactive accounts not used for 365 days or more, without refund. All provisions that, by their nature, are intended to survive termination of these Terms of Use, will remain in effect beyond termination.
EY may terminate these Terms of Use, or any particular Service, immediately upon written notice to you if EY reasonably determines that EY can no longer provide the Services in accordance with applicable law or professional obligations. If the Services are part of a sponsored program, EY may terminate these Terms of Use and stop providing the Services and access to the Application and the Content to you if the sponsored program is terminated.
Upon the termination of these Terms of Use (regardless of how or why these Terms of Use are terminated), EY may suspend, limit or terminate all or a portion of your access to the Application or the Content, or discontinue the Services in EY’s sole discretion. Regardless of whether EY suspends, limits or terminates your access, after the termination of these Terms of Use, you are not authorized to access or use the Application, the Service or Content, and you shall cease all such access and use. Any use of the Application, the Services, or Content after termination of these Terms of Use is improper and may be a violation of law. However, if you nonetheless access or use the Application, the Services or Content in spite of termination of these Terms of Use, your use or access will be subject to all restrictions, limitations and obligations applicable to current user included in the version of this agreement then in effect as to current users.
If you would like to receive a copy of Form ADV Part II.A., which includes information regarding any investment planning services that may be provided to you, please click here. If you or a member of your immediate family or household currently serve as a director, an officer, or in a financial reporting or accounting role with a public company, or a subsidiary of a public company, please email us as EY’s ability to provide financial planning services to you may be restricted.
You acknowledge that Application, the Services and the Content are provided as is, with no guaranty of completeness, availability, accuracy, or timeliness, and without warranty of any kind, express or implied, including any warranty of performance, merchant ability, fitness for a particular purpose, or non-infringement, all of which are hereby disclaimed by EY, to fullest extent permissible under applicable law. In addition, EY assumes no responsibility for any use you may make of Application, the Services, the Linked Sites or the Content, and you remain solely responsible therefor and for the accuracy and adequacy for your purposes of the Application, the Services, the Linked Sites and Content provided.
You agree that in no event will EY or any other EY Firm, or any partners, principals, employees, agents, contractors and other suppliers of EY or any such EY Firm, be liable to you, whether in contract, tort or otherwise, for any loss, liability, cost, damage or other injury of any kind whatsoever, arising out of or resulting from any use of the Application, the Services, the Content, or any Linked Site, even if expressly advised of the possibility thereof. In addition, you agree that in no event will EY or any EY Firm, or any partners, principals, employees, agents, contractors and other suppliers of EY or any such EY Firm, be liable to you, for consequential, incidental, exemplary, indirect, special, or punitive damages, including lost profits, business interruption, loss of programs or data on any information handling systems or otherwise, in connection with these Terms of Use or the performance of any Services or other obligations hereunder, even if expressly advised of the possibility thereof.
Without limiting any of the foregoing, if EY or any EY Firm is found liable to you for any claims or matters arising under or in connection with these Terms of Use and such liability does not arise as a result of attest services provided to you by EY, within the meaning of the American Institute of Certified Public Accountants' professional standards, the EY Parties' aggregate and maximum liability for all such matters and claims in any calendar year under these Terms of Use shall not exceed (a) the fees paid by you to EY in that calendar year for the particular Service provided under these Terms of Use that is principally alleged to give rise to such liability, or (b) $100, whichever is greater. Because some states or jurisdictions do not allow for the exclusion or limitation of certain damages, in such states or jurisdictions, the liability of EY and the other EY Firms shall be limited in accordance with these Terms of Use to the maximum extent permitted by law.
EY is not a law firm and does not engage in the practice of law. EY’s Services do not constitute legal advice and you may not consider any information provided to you through the Application or the Services as legal advice or as a substitute for legal advice. Your use of the Application or the Services does not create any attorney-client relationship between you and EY and you are solely responsible for determining whether to consult with counsel.
EY cannot provide you with any assurance that its processes associated with the Application or the Services are sufficient to preserve any accountant-client, attorney-client, work product, or any other applicable privilege or protection that you (whether in your role as a client, as a CPA, as a lawyer, or otherwise) or any third person may have or be obligated to maintain, or that may otherwise apply to the questions and information you submit. You are solely responsible for determining whether your use of the Application or the Services could be deemed to waive or impair in any manner any applicable privilege or protection.
You should be aware that the Internet may be an unsecure environment and messages to and from EY may be observed by a third party while in transit. You understand that EY accepts no responsibility for security of information on or transmitted electronically (including, without limitation, via the Internet). It is up to you to take precautions to ensure that information you select for your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.
You may not make a claim or bring proceedings relating to the Application, the Services, the Content or otherwise under these Terms of Use against any other EY Firm or EY’s or any EY Firm’s subcontractors, members, shareholders, directors, officers, partners, principals or employees (“EY Persons”). You shall make any claim or bring proceedings only against EY. The provisions of this section are intended to benefit the other EY Firms and all EY Persons, who shall be entitled to enforce them.
Neither you nor EY shall be liable for breach of these Terms of Use caused by circumstances beyond your or EY’s reasonable control.
Where you have access to drafts of EY reports or copies of documents which are work in progress or working papers, you hereby acknowledge that you may not rely on these materials and that EY does not owe you a duty of care in relation to your use of such material. You further acknowledge that the figures, calculations, models and advice contained in the EY reports issued in final may differ from those in the draft reports, work in progress documents and working papers for various reasons such as receipt of updated information, change in scope of the services EY is to provide and changed economic factors. Any use of these materials is at your own risk.
You agree to be bound by the EY Privacy Notice as may be amended from time to time, and you consent to the use and transfer of your personal information as specified in or consistent with that statement.
These Terms of Use, and any non-contractual matters or obligations arising out of these Terms of Use or the Services, including (without limitation) claims arising in tort, fraud, under statute or otherwise relating to the Application, the Content or the Services, or questions relating to the scope or enforceability of this “Governing Law” section, shall be governed by, and construed in accordance with, the laws of New York applicable to agreements made, and fully to be performed, therein by residents thereof. Any dispute relating to these Terms of Use, the Application, the Content or the Services shall be resolved by mediation and arbitration as set forth in the Mediation and Arbitration sections of these Terms of Use.
These Terms of Use, together with the EY Privacy Notice, represent your entire agreement with EY pertaining to your use of the Application, the Content and the Services. These Terms of Use do not confer any rights, remedies or benefits upon any person other than you and EY.
These Terms of Use shall be binding on and inure to the benefit of the parties and their respective successors and assigns. You may not assign these Terms of Use without the prior written consent of EY. EY may assign or transfer these Terms of Use without your consent to: (i) another EY Firm, (ii) a company through a sale of assets or equity, or (iii) a successor by merger. Any assignment in violation of this section shall be void.
Should any provision of these Terms of Use be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.
No waiver, express or implied, by either party of any breach of or default under these Terms of Use will constitute a waiver of such breach or default.
If any person or entity believes their copyright-protected work was posted on the Services without authorization, they may submit a copyright infringement notification. Such requests should only be submitted by the copyright owner or an agent authorized to act on the owner’s behalf. Such requests should be sent to DMCA@ey.com.
The names of actual companies and products mentioned in the Application or the Content may be the trademarks of their respective owners. The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred. Any rights not expressly granted herein are reserved.
A party shall submit a dispute to mediation by written notice to the other party or parties. The mediator shall be selected by the parties. If the parties cannot agree on a mediator, the International Institute for Conflict Prevention and Resolution (“CPR”) shall designate a mediator at the request of a party. Any mediator must be acceptable to all parties and must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or substantial equity owner of any EY audit client.
The mediator shall conduct the mediation as he/she determines, with the agreement of the parties. The parties shall discuss their differences in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings shall not be recorded or transcribed.
Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator.
If the parties have not resolved a dispute within 90 days after the date of the written notice that commenced the mediation (or a longer period, if the parties agree to extend the mediation), the mediation shall terminate, and the dispute shall be settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation, or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed with arbitration.
The arbitration will be conducted in accordance with the procedures in this document and the CPR Rules for Non-Administered Arbitration (“Rules”) as in effect on the date of these Terms of Use, or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control.
The arbitration will be conducted before a single arbitrator, to be selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrator. No potential arbitrator may be appointed unless he or she has agreed in writing to these procedures and has confirmed in writing that he or she is not, and will not become during the term of the arbitration, an employee, partner, executive officer, director, or substantial equity owner of any EY audit client.
Each party shall bear their own costs in the arbitration, and shall evenly split the fees associated with the arbitrator.
The arbitrator shall have no power to award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with these Terms of Use or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the dispute, the arbitrator shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction, and shall have no power to decide the dispute in any manner not consistent with such limitations period.
Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery.
All aspects of the arbitration shall be treated as confidential. The parties and the arbitrator may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to comply with applicable law, regulatory requirements or professional standards.
The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction.