TERMS OF SERVICE AND PRIVACY
Your use of Totum products, software, services and web sites (referred to collectively as the "Services" in this document) is subject to these Terms of Service and Privacy (collectively referred to as the "Terms"). This agreement is between you and Totum, Inc. (hereinafter referred to as "Totum"), with principal place of business is at 113 N. San Vicente Blvd, Beverly Hills, California 90211 in the United States.
You accept these terms by (a) agreeing to the terms upon sign up, or by (b) signing in to the product where it states that you are accepting these terms. You may not use the Services or accept the Terms if (a) you are not of legal age to form a binding contract with Totum, or (b) you are a person barred from receiving the Services under any applicable laws or regulations.
3. Not Investment Advice.
The Services utilize standard daily performance and risk calculations, Totum’s proprietary risk assessment algorithms, public economic data, and fundamental and market data that we access through data partners, to provide information to you and other users. You acknowledge that Totum does not independently evaluate the suitability of or recommend any investments for you or your clients.
The information, data, analysis and opinions contained in the Services include the confidential and proprietary information of Totum; may include or be derived from account information provided by you which cannot be verified by Totum; may not be copied or redistributed; does not constitute investment advice offered by Totum; are provided solely for informational purposes and do not constitute an offer to buy or sell a security; and are not warranted to be correct, complete or accurate. Except as otherwise provided by law, Totum shall not be responsible for any trading decisions, damages or other losses resulting from the use of this information, data, analysis or opinion.
Totum is not registered with the Securities and Exchange Commission as an investment advisor or a broker/dealer. You acknowledge that Totum, its employees and its agents are not financial advisors, financial planners or broker/dealers, and cannot, through the Services, advise you or your clients. You certify that you are a licensed investment advisor, and that if you choose to make investment decisions for your clients in reliance on information you receive in connection with the Services, you do so at your own risk.
To the maximum extent permitted by law, Totum disclaims any and all liability in the event that any content or data on the service is inaccurate, incomplete, unreliable, or results in any investment or other losses.
Nothing on the service should be construed as an offer to sell, an offer to buy, or a recommendation for or against any security by Totum or any third party. Past performance is no guarantee of future results.
YOU ACKNOWLEDGE THAT AN INVESTMENT IN ANY SECURITY IS SUBJECT TO A NUMBER OF RISKS AND THAT DISCUSSIONS OF ANY SECURITY PUBLISHED ON THE SERVICE WILL NOT CONTAIN A LIST OR DESCRIPTION OF RELEVANT RISK FACTORS. IN ADDITION, PLEASE NOTE THAT SOME OF THE STOCKS THAT YOU ANALYZE USING THE SERVICES MAY HAVE A LOW MARKET CAPITALIZATION OR INSUFFICIENT PUBLIC FLOAT. SUCH STOCKS ARE SUBJECT TO MORE RISK THAN STOCKS OF LARGER COMPANIES, DUE TO FACTORS SUCH AS GREATER VOLATILITY, LOWER LIQUIDITY AND LESS PUBLICLY AVAILABLE INFORMATION.
4. Privacy.You agree to the use of your data in accordance with the following:
a. Data Ownership. You are not transferring the ownership of data about your clients by entering it in Totum. The data that you store in Totum belongs to you. We utilize the data in your individual Totum account to assist you with support requests, troubleshoot problems, or monitor the performance and effectiveness of the system. In addition, we utilize aggregated data across the entire Totum platform to improve its effectiveness, develop insights, or monitor the performance and effectiveness of the system.
b.Usage of Information Collected. We may collect the following types of information:
c. Sharing of Information. Totum only shares information with other companies or individuals outside of our company in the following limited circumstances:
d. Security.Totum adopts 256-bit encryption, the level of security required by banks, to protect the information on our systems. We restrict access to personal information to only the Totum employees, contractors and agents who need to know that information in order to process it on our behalf. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations.
e. Deleting Information.Totum users may delete their accounts and data any time. To request that your account be deleted, please contact us at Totum@TotumWealth.com.
5. Proprietary Rights.
You acknowledge and agree that Totum, Inc. and/or its licensors own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services. You further acknowledge that the Services may contain market pricing and reference data acquired under license from third parties, which may not be disclosed without Totum’s prior written consent.
When you purchase the Services, Totum grants you a personal, worldwide, non-assignable and non-exclusive license to use the Services, under the Service Plan that you select during your purchase.
You agree not to copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Totum, in writing.
The Services are protected by a combination of copyright, trade secret laws and patent protection. Portions of the Services contain information and data from third party providers, subject to their own copyright provisions.
Certain parts of the information provided in the Services is proprietary to Morningstar, Inc. and/or its content providers; may not be copied or distributed, and is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
8. Use of the Services.
You acknowledge that each Totum account is designed, intended and licensed for use by a single named user only. You agree not to share access to your Totum account, login information or password with any other individuals or entities. You agree that you are solely responsible for the activities that occur under your user account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Totum immediately at Totum@TotumWealth.com.
You agree to provide accurate and correct information about your identity, your firm, and your status as a licensed investment advisor. You agree to use the Services only for purposes that are permitted by (a) the Terms, and (b) any applicable laws or regulations.
You agree not to access any of the Services by any means other than the interface provided by Totum, except where expressly permitted by a separate agreement with Totum. You specifically agree not to use automated means (including the use of scripts or web crawlers) to access the Services. You agree not to engage in any activity that interferes with or disrupts the Services, or the servers and networks connected to the Services.
Unless specifically permitted in a separate agreement with Totum, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
Due to agreements with third party providers of data into the Services, the outputs from the Services, including but not limited to its screenshots, reports and analytics, may not be used in general mailings, mass communications or advertisements, without prior written approval from Totum.
9. Ending your Relationship with Totum.
The Terms will continue to apply until terminated by either you or Totum. If you want to terminate your agreement with Totum, you may do so by written notification to Totum via electronic mail to Totum@TotumWealth.com. Termination is deemed effective when you receive an acknowledgement from a Totum employee that your message has been received. Your cancellation request must be received by 12:00PM Noon Pacific Time on the day prior to your billing date. If you have a service commitment that has not yet expired, both access and billing for the Services will continue until that service commitment ends.
Totum may at any time, terminate its legal agreement with you if (a) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (b) Totum is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (c) the partner with whom Totum offered the Services to you has terminated its relationship with Totum or ceased to offer the Services to you; or (d) Totum is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or (e) the provision of the Services to you by Totum is, in Totum’s opinion, no longer commercially viable; or (f) you do not pay the amounts due for the license of the Services according to the terms stated in your invoice.
When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Totum have benefited from, been subject to (or which have accrued over time while the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, including the provisions of the "General Legal Terms" and "Conflict of Laws" sections below.
10. EXCLUSION OF WARRANTIES.
NOTHING IN THESE TERMS, INCLUDING THE “EXCLUSION OF WARRANTIES” AND “LIMITATION OF LIABILITY” SECTIONS, SHALL EXCLUDE OR LIMIT TOTUM’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
IN PARTICULAR, TOTUM, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (a) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (b) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOTUM OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. TOTUM FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11. LIMITATION OF LIABILITY.
SUBJECT TO THE OVERALL PROVISIONS IN THESE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TOTUM, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
2. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF YOUR OR TOTUM'S ACTIONS;
3. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
4. ANY CHANGES WHICH TOTUM MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
5. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
6. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
7. YOUR FAILURE TO PROVIDE TOTUM WITH ACCURATE ACCOUNT INFORMATION;
8. ALL OF THE LIMITATIONS ON TOTUM’S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT TOTUM HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
12. Changes to the Terms.
Totum may make changes to the Terms from time to time. When these changes are made, Totum will make a new copy of the terms available at http://www.totumrisk.com You understand and agree that if you use the Services after the date on which the Terms have changed, Totum will treat your use as acceptance of the updated Terms.
13. General Legal Terms.
The Terms constitute the whole legal agreement between you and Totum and govern your use of the Services (with the exception of any explicitly written and executed side agreements between you and Totum), and completely replace any prior agreements between you and Totum in relation to the Services.
You agree that if Totum does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Totum has the benefit of under any applicable law), this will not be taken to be a formal waiver of Totum’s rights and that those rights or remedies will still be available to Totum.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
The Terms, and your relationship with Totum under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Totum agree to submit to the exclusive jurisdiction of the courts located within the County of Placer, State of California, United States of America to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Totum shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.