LSA | License Agreement

License Agreement

YOU MUST BE 18 YEARS OF AGE AND A PROPERLY LICENSED SECURITIES OR INVESTMENT PROFESSIONAL TO PURCHASE A LICENSE TO SUBSCRIPTION CONTENT

By purchasing rights to Subscription Content (as defined in the Terms of Use) from Life Strategies Analytics, Inc. d/b/a LSA Portfolio Analytics (“Company” or “Publisher,” or “we,” “us” or “our”) the Subscriber acknowledges and agrees to the terms of the following License Agreement concerning the Subscription Content (“License”). Defined terms from the Terms of Use that are used in this License Agreement shall have the same meaning as set forth in the Terms of Use.

The Publisher, upon acceptance of the Clickwrap Agreement and payment of all fees to Publisher for the license to the Subscription Content, grants Subscriber a limited, nonexclusive, nontransferable United States license to download one copy of the Subscription Content from the Site solely for the Subscriber’s internal business use, which shall include incorporating Subscription Content into printed or electronic materials that Subscriber prepares for internal use in its daily practice and in making presentations to Subscriber’s clients, provided that all such Subscription Content is accompanied by the legend “Copyright [insert name of Publisher], all rights reserved prominently featured on such materials (“Permitted Use”). Subscriber may print one hard copy of the Subscription Content and make one archival electronic copy of the Subscription Content for Subscriber’s Permitted Use only. No other use of the Subscription Content is permitted. The foregoing is an express limited use license and not an assignment, sale, or other transfer of the Subscription Content or any Intellectual Property Rights (as defined below) of the Publisher. We reserve all rights to the Subscription Content and the Site not expressly granted herein, in this or any other jurisdiction, whether foreign or domestic, under patent law, copyright law, publicity rights law, moral rights law, trade secret law, trademark law, unfair competition law or other similar protections, regardless of whether or not such rights or protections are registered or perfected (the "Intellectual Property Rights"). ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SUBSCRIPTION CONTENT AND THE SITE ARE AND SHALL REMAIN IN THE PUBLISHER.
Subscriber agrees not to copy, transmit, make available, adapt, reproduce, distribute, redistribute, loan, lease, sell, reverse engineer, modify, merge, assign, transfer, frame (by whatever means), link to, or forward the Subscription Content, or in any way commingle the Subscription Content with other third party content, or use the Subscription Content other than on the terms (including this License and Terms of Use) upon which it was supplied to Subscriber and applicable law. Subscriber agrees not to remove, alter, deface, overprint or otherwise obscure Publisher’s trademark, service mark, copyright or other Intellectual Property Rights notices in the Site or the Subscription Content. Subscriber agrees not to tamper with the Subscription Content or Site or otherwise undertake any activity intended to bypass, modify, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) proper and/or secure operation of the Site and/or the Subscription Content or any mechanisms operatively linked to the Site or Subscription Content, including any components of the Site or the Subscription Content which may embody a serial copying management system required or permitted by the laws of the United States. To the extent that applicable law might give Subscriber greater rights in the Site or the Subscription Content than those granted by this License, Subscriber agrees that such rights are limited to those described in this License.
Subscriber agrees to pay all sales and other applicable taxes associated with Subscriber’s purchase of a license to the Subscription Content. Subscriber agrees to pay us, by credit card brand that we accept, the fees we charge Subscriber for a license to the Subscription Content, and to provide us with accurate information in the process of purchasing the license to the Subscription Content. If we retain legal counsel or file suit to collect any amounts which Subscriber owes us or to enforce any of our other rights against Subscriber, Subscriber agrees to reimburse us for all attorney fees or other costs that we incur.
Subscriber shall have a period of time, specified as the Trial Period in the Return and Refund Policy of the Publisher (at www.lsaportfolios.com/refund), to terminate this license and obtain a refund of the fees Subscriber paid Publisher for the license to the Subscription Content. If Subscriber terminates the license to the Subscription Content and requests a refund as described in the Return and Refund Policy, Subscriber’s license to the Subscription Content shall immediately cease, and Subscriber agrees to follow these termination procedures: (a) Subscriber shall immediately discontinue use of the Subscription Content, and; (b) Subscriber shall delete or destroy all copies of the Subscription Content, including any backup, hard copy or partial copies, except to the extent that Subscription Content appears in any materials that Subscriber is required by law to retain, and then only for the scope and duration of such retention requirement.
If, in our opinion, the Subscription Content is likely to become the subject of a claim of infringement or other litigation at any time, we will have the option, at our discretion, to: (1) replace the Subscription Content with an updated or changed version, or; (2) modify the Subscription Content so that it is no longer infringing, or; (3) procure for Subscriber the right to continue using the Subscription Content, or; (4) refund a percentage of the fee Subscriber paid us to purchase a license to the Subscription Content (“License Fee”), based on the following formula: for refunds issued up to 1 year from the date Subscriber pays Publisher the License Fee, 50% of the License Fee; for refunds issued more than 1 year but less than 2 years from the date Subscriber pays Publisher the License Fee, 25% of the License Fee; for refunds issued 2 years or more from the date Subscriber pays Publisher the License Fee, 10% of the License Fee. If we elect to refund a percentage of the License Fee, Subscriber’s license to the Subscription Content shall immediately cease, and Subscriber agrees to follow these termination procedures: (a) Subscriber shall immediately discontinue use of the Subscription Content, and; (b) Subscriber shall delete or destroy all copies of the Subscription Content, including any backup, hard copy or partial copies.
Subscriber agrees not to take action of any kind against us in the event of our termination or exercise of rights under this License Agreement, the failure to supply (or delay in providing) the Subscription Content, the information or other content of the Subscription Content or for any other claim or cause of action of any kind for or arising out of the Subscription Content. IN NO EVENT SHALL PUBLISHER BE LIABLE TO SUBSCRIBER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MENTAL OR EMOTIONAL DISTRESS, PERSONAL INJURY, PROPERTY DAMAGE, WRONGFUL DEATH OR OTHERWISE, WHETHER OR NOT PUBLISHER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE WORK OR THE SITE. THE PUBLISHER’S TOTAL LIABILITY TO SUBSCRIBER, IN ANY EVENT, WILL BE LIMITED TO THE LICENSE FEE SUBSCRIBER PAYS THE PUBLISHER FOR THE WORK, SUBJECT TO THE REFUND PROVISIONS OF SECTION 5 ABOVE IF APPLICABLE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUBSCRIBER AGREES TO INDEMNIFY AND HOLD THE PUBLISHER HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING ATTORNEY’S FEES, ARISING OUT OF SUBSCRIBER’S MISUSE OF THE WORK OR SUBSCRIBER’S VIOLATION OF THIS LICENSE AGREEMENT OR ANY TERMS AND CONDITIONS INCORPORATED HEREIN BY SECTION 8 BELOW. For purposes of this section, "Publisher" shall include Life Strategies Analytics, Inc. d/b/a lsaportfolios.com, its employees, partners, principals, agents and representatives, the author of the Subscription Content, and any third-party providers or sources of information or data.
PUBLISHER’S LIMITATIONS AND LEGAL DISCLAIMER:Subscriber agree to be bound by the limitations on copying and other disclaimers described in the Subscription Content, including, but not limited to, the following disclaimers. Each Subscriber or prospective Subscriber acknowledges and accepts the limitations of Publisher and its Subscription Content and agrees, as a condition precedent to Subscriber’s subscription(s) to release and hold harmless Publisher, its officers, directors, owners, employees, advisors, affiliates, and agents from any and all adverse consequences or results from Subscriber’s subscription(s).

Life Strategies Analytics, Inc. d/b/a LSA Portfolio Analytics is owned, and its Subscription Content is published, by affiliates of LSA TPM, LLC, a Missouri registered investment adviser. Publisher is not registered as an investment adviser with either the federal Securities and Exchange Commission or any state securities regulator. Rather, Publisher relies upon the “publishers’ exemption” from the definition of “investment adviser” as provided under Section 202(a)(11) of the Investment Advisers Act of 1940 and related state securities laws. Publisher’s Subscription Content constitutes bona fide publications of general and regular circulation offering impersonalized advice regarding model investment portfolios to Subscribers. Publisher does not tailor its advice to specific client portfolios, or the investment objectives or risk tolerance of particular, identifiable clients. Subscribers, who are appropriately-licensed and -registered individuals or firms, utilize the advice provided by Publisher through its Subscription Content to assist in the rendering of investment advice to their clients.

The publication of Subscription Content should not be construed by any Subscriber as Publisher’s (i) solicitation to effect, or attempt to effect, transactions in securities over the Internet, or (ii) provision of any investment-related advice or services tailored to any particular individual’s financial situation, investment objectives, and/or risk tolerance.

Subscribers do not receive investment advisory, investment supervisory or investment management services, nor do they receive the initial or ongoing review or monitoring of Subscriber’s clients’ individual investment portfolios or individual, particular investment needs. Therefore, Subscribers should never assume that their access to or use of Publisher’s Subscription Content serves as a substitute for the individually personalized advice Subscribers may be obligated to provide their clients.

Subscribers maintain complete and absolute discretion as to whether they will follow all or any portion of the Subscription Content. Publisher does not offer or provide investment implementation services, nor does it offer or provide initial or ongoing individual personalized advice (neither in person nor via the Internet). It remains Subscribers’ exclusive responsibility to review and evaluate the Subscription Content, to determine whether to accept or reject any recommendation, and to correspondingly determine whether any such recommendation is appropriate for Subscribers’ clients’ investment portfolios or strategies (of which Publisher has no knowledge and upon which Publisher expresses no opinion). Publisher expresses no opinion as to whether any of the recommendations contained in its Subscription Content are appropriate for a Subscriber’s clients’ investment portfolio, strategy, financial situation, or investment objectives.

Subscribers acknowledge that any past performance referenced in Publisher’s Subscription Content may not be indicative of future results, and understands that any opinions contained in Subscription Content reflect Publisher’s judgment exclusively as of the date of publication. Therefore, no current or prospective Subscriber should assume that the future performance of any specific investment, investment strategy, including the investments and/or investment strategies recommended on the Publisher’s site, will be suitable or profitable for Subscribers’ clients’ portfolio, or equal historical or anticipated performance level(s).

Each Subscriber or prospective Subscriber acknowledges and accepts the limitations of Publisher’s Subscription Content and agrees, as a condition precedent to Subscriber’s subscription(s) to release and hold harmless Publisher, its officers, directors, owners, employees, advisors, affiliates, and agents from any and all adverse consequences results from Subscriber’s subscription(s).

The content of all Subscription Content consists solely of the opinions of the respective author(s) of such content and not necessarily that of the Publisher. The content of the Subscription Content is provided for general educational and informational purposes. It is not intended to provide, nor is it a substitute for, legal, financial, tax or other expert or professional advice or counsel of any kind. Persons who desire such advice or counsel should seek it from a professional of their choice.

Situations and persons discussed in the Subscription Content as examples or illustrations may be composites or wholly or partly fictional in nature and are mentioned for purposes of illustrating situations that may arise. Any resemblance to actual persons or situations, either living or dead, is purely coincidental.

This License Agreement, as well as any additional terms and conditions which apply to the Site and the Subscription Content constitute the entire agreement between Subscriber and Publisher (including the following terms and conditions which are incorporated into this License Agreement by reference):

The Publisher’s Clickwrap Agreement, which currently appears at www.lsaportfolios.com/clickwrap (the “Clickwrap Agreement”);

The Publisher’s Terms of Use, which currently appear at www.lsaportfolios.com/termsofuse the “Terms of Use”);

The Publisher’s Privacy Policy, which currently appears at www.lsaportfolios.com/privacypolicy (the “Privacy Policy”);

The Publisher’s Return and Refund Policy, which currently appears at www.lsaportfolios.com/refund (the “Return and Refund Policy”))

If any provision of the terms and conditions incorporated by reference into this License Agreement conflict with any term of this License Agreement, the terms of this License Agreement shall be controlling with respect to any matter involving the Subscription Content. If any provision of this License Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this License Agreement and shall not affect the validity and enforceability of any remaining provisions. Publisher's failure to act with respect to a breach by Subscriber or others does not waive Publisher's right to act with respect to subsequent or similar breaches.

All claims, disputes or other matters concerning Subscriber and the Publisher, including (but not limited to) issues related to the Subscription Content and the interpretation of this License Agreement shall be governed by the laws of the State of Kansas, without regard to its conflict of law principles. Subscriber agree that jurisdiction and venue for any legal action or proceeding between Subscriber and Publisher shall lie solely in the Kansas state courts located in Johnson County, Kansas or the United States District Court for the District of Kansas, in Kansas City, Kansas, and Subscriber irrevocably subjects itself to and consent solely to such jurisdiction and venue.
The terms of Sections 2, 6, 7, 8 and 9, as well as the last two sentence of Section 1, of this License Agreement shall survive the termination of Subscriber’s license to the Subscription Content. Publisher reserves the right to terminate this License and/or the License to Subscription Content at any time, in which case Subscriber shall be entitled to retain the remaining prorated portion of subscription fees for the then-current subscription term.