LIMITATIONS OF LIABILITY. ANY LIABILITY OF FP TRANSITIONS ARISING OUT OF ANY SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL OF (A) THE LISTING FEE FOR ONE YEAR AND (B) THE FEES PAID BY YOU UNDER THIS AGREEMENT. IN NO EVENT SHALL FP TRANSITIONS BE LIABLE FOR ANY INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE.
User agrees to limit access to and use of listings and all articles, opinions, data charts, and comparable sales data to User’s personal and internal use, and shall not use listings, articles, opinions, data charts, and comparable sales data obtained from the Site for further distribution, publication, public display, or preparation of derivative works, or facilitate any of these activities in any way. User agrees that User will not use or reproduce listings obtained from this site, or from FP Transitions, for or in connection with any other listing service, or other service for which FP Transitions has been engaged by User. Users of the Site who violate these specific terms, by automated or manual means, shall be subject to immediate termination of their membership and will be assessed a fee of $500 per listing and per article per month in addition to any other damages that may be obtained pursuant to State or Federal law. User and Transitions agree that the damages to Transitions for a breach of the Agreement would be difficult to determine and that the amount of $500 is a reasonable estimate of the damages Transitions will incur as a result of User’s violation of this Agreement and is not a penalty. User agrees that its compliance with this Agreement is necessary and reasonable in order to protect Transitions and Transitions’ business. User further agrees that monetary damages would be inadequate to compensate Transitions for any breach by User of any covenants and agreements set forth herein. Accordingly, User agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to Transitions and that, in addition to any other remedies that may be available under this Agreement, in law, in equity or otherwise, Transitions shall be entitled to obtain injunctive relief against the threatened breach of this Agreement by User or the continuation of any such breach by User, without the necessity of proving actual damages.
Membership privileges are granted by Transitions to individuals exclusively and are granted specifically to the subscribing registered User only. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered User without the express, written permission of Transitions. Transitions requires that each registered User maintain a valid e-mail address and password, which shall be required to log on to the FP Transitions system. Users are not permitted to share their individual log-in information with others. Transitions has the right to refuse or terminate service to any User that fails to abide by the Terms and Conditions of this Agreement or abuses their rights related to the Transitions service. In the event of a termination of a User’s service, there shall be no refund of membership fees.
Transitions utilizes e-mail as a vital and primary communication channel with User. As a registered User, User hereby acknowledges and grants Transitions permission to communicate with User via e-mail (as well as other communication channels, such as phone and fax) for any purpose, including, but not limited to, system messages and notices, Transition Flash notices, product updates, service announcements, and other marketing messages. Transitions will use best efforts to honor User's written request, if any, to opt out of marketing messages, but under no circumstances will Transitions have any liability for sending any e-mail to its registered Users or customers.
Transitions will, in its sole discretion and without notice, terminate the accounts of, and refuse service to, and without refund, any User who violates this Agreement. Additionally, Transitions shall have the sole authority to choose the manner in which any financial services business will be searched, displayed, accessed, downloaded, copied, and otherwise used or displayed on the Site, and Transitions shall have the right under this Agreement to modify all business listings.
User represents and warrants that (a) all information provided by User in User's listing or in discussions with prospective buyers or sellers or FP Transitions will be accurate; and (b) User agrees that User will not submit information regarding a financial services business on the FP Transitions' system under a name other than the named licensed business or individual. Transitions reserves the right to remove all or any part of a financial service business listing posted on this Web site. Transitions accepts no responsibility for checking the accuracy of reports, representations, or data files submitted by User as a listing customer or relied on by User as a prospective buyer.
Limitation of Remedies
User agrees that, to the full extent allowed by applicable law, TRANSITION’S LIABILITY, IF ANY, ARISING OUT OF ANY SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL OF (A) THE LISTING FEE FOR ONE YEAR (B) THE COMMISSIONS PAID BY USER THROUGH THE SITE ON THE APPLICABLE SELLER LISTING, OR (C) FEE PAID FOR SERVICES FOR WHICH USER ENGAGES FP TRANSITIONS, WHICHEVER IS APPLICABLE. IN NO EVENT SHALL TRANSITIONS BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE. All use of the Transitions Site including, without limitation, all articles, process, services and documents shall be subject to this limitation on damages.
User will have a password personally selected by User that limits use of this site to User alone. User is responsible for maintaining the confidentiality of User's password and is fully responsible for all conduct carried out under User’s password. Transitions is not liable for any loss of confidentiality or for any damages arising from User's failure to comply with these terms. User will promptly report any unauthorized use of User's password to Transitions. User shall be liable for any unpaid or uncollected closing commissions earned from a listing posted on this site, even if arising from an unreported, unauthorized use of User’s password.
2) User Warnings / User Conduct
Transitions currently makes certain services available, including, without limitation, listings of practices for sale, articles, a Web log system, and an instant notification service, conditioned upon User’s compliance with this Agreement. Transitions reserves the right to modify the services available at any time without notice to User. Without limiting the generality of the foregoing, in consideration for Transitions providing such services, User also agrees not to:
provide false information in User's profile or impersonate another person at any point;
post or transmit any commercial, advertising, or promotional materials;
violate any applicable law, regulation, or rule;
post or transmit false, inappropriate, improper, disorderly, or excessive information;
post any material that infringes upon any third party's copyright, trademark, patent, or other intellectual property right;
reproduce, re-list, or make available to anyone other than User any of the articles or seller listings posted on this site.
If User violates such terms, Transitions may, without prior notice and without liability to User, permanently ban User from any and all services, terminate and delete User's listing(s) without refund, and take any other action Transitions deems appropriate in our sole discretion. Transitions may also take any action Transitions deems appropriate, in our sole discretion, to maintain the high quality of Transitions' services and to protect ourselves and others. Transitions may, without notice to users of this Web site, delete references in the listing forms to any broker-dealer, company, phone number, address, or Web site.
3) Web Site Links And Third-Party Sites. This Web site may contain links to other Web sites which are independent of this Web site. Transitions MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, VALUE, INTEGRITY, COMPLETENESS, OR AUTHENTICITY OF THE INFORMATION OR OPINIONS CONTAINED IN ANY SUCH LINKED WEB SITE, and any link to another Web site shall not in any manner be construed as an endorsement by Transitions of that Web site, or of the products or services described therein. Furthermore, these links may lead to sites or links that contain offensive and objectionable content or which may contain dangerous computer viruses. User assumes, and Transitions hereby disclaims, all responsibility for any of the content on these sites or for any damage sustained by users of these sites.
4) No Representations or Warranties
The services provided on this Web site and the content, articles, information, documents, graphics, listings, links, and images published could include inaccuracies, typographical errors, or other errors. Transitions makes no commitment to update or change the information contained on this Web site. Furthermore, Transitions reserves the right to temporarily, or permanently, modify, alter, discontinue, or delete the same without prior notice. Consequently, TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND INFORMATION ON THIS WEB SITE ARE PROVIDED "AS IS," AND WITHOUT WARRANTY, AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND ANY WARRANTIES ARISING FROM CUSTOM, COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED, AND USER HEREBY WAIVES ALL SUCH WARRANTIES. User should not rely upon opinions expressed at this Site when making business, financial, personal, or other decisions. Furthermore, Transitions does not endorse the opinions of third parties expressed on this Site or on linked Web sites. Transitions shall not be responsible for delays or interruptions related to this Site or listings due to any act or cause not reasonably within Transitions' control.
5) Limitation of Damages
IN NO EVENT WILL TRANSITIONS, OUR OFFICERS, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, OR ASSIGNS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL, OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, COST OF COVER OR LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT, OR OTHER MATERIALS PROVIDED OR AVAILABLE HEREUNDER, OR USE OF ANY OTHER LINKS OR LINKED WEB SITE, EVEN IF TRANSITIONS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL BASIS. THE TERM "DAMAGES" INCLUDES, WITHOUT LIMITATION, ATTORNEY FEES, ANY LOST PROFITS, BUSINESS INTERRUPTION, AND LOSS OF PROGRAMS OR OTHER DATA ON USER'S INFORMATION HANDLING SYSTEM. USER ACKNOWLEDGES THAT THE ECONOMIC TERMS OF OUR AGREEMENT REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR TRANSITIONS TO PROVIDE THE SERVICES, SITE, AND OTHER CONTENT AND MATERIALS.
All right, title, and interest (including all copyrights, trademarks, and other intellectual property rights) in this Site belong to Transitions or Transitions' licensors. In addition, the names and images identifying Transitions' products and services are Transitions' proprietary marks. All other copyrights, trademarks, and other intellectual property rights referred to in this Web site belong to their respective owners.
7) Dispute Resolution
Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled and resolved by binding arbitration before one arbitrator, in Portland, Oregon, conducted under the commercial rules and procedures of the American Arbitration Association, in accordance with the Federal Arbitration Act, 9 US Code §§ 1-16. The substantive law of Oregon will determine the interpretation of this Agreement. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, including the courts of Oregon. Each party shall be responsible for its own attorney fees and costs. Notwithstanding the foregoing, in the event Transitions seeks injunctive relief against the threatened breach of this Agreement by User or the continuation of any such breach by User, this arbitration clause shall not stay or otherwise bar Transitions’ action for injunctive relief in the State or Federal Courts.
8) Governing Laws in Case of Dispute
USER AGREES TO HOLD HARMLESS, DEFEND, AND INDEMNIFY TRANSITIONS, OUR OFFICERS, MANAGERS, DIRECTORS, MEMBERS, EMPLOYEES, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, AGENTS, PARTNERS LICENSOR’S AND AFFILIATES, SUCCESSORS, AND ASSIGNS FROM ALL LIABILITIES, CLAIMS, DEMANDS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, THAT ARE DUE TO, OR THAT ARISE FROM, USER'S USE OR MISUSE OF THIS SITE, ANY SERVICES THEREIN, REPUBLICATION OF OUR SELLER LISTINGS, USE OF FORMS OR FOR INFRINGEMENT BY USER OR OTHERS OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHT OF ANY THIRD PARTY. TRANSITIONS MAY ASSUME EXCLUSIVE CONTROL OF ANY DEFENSE OR ANY MATTER SUBJECT TO INDEMNIFICATION BY USER, AND USER AGREES TO COOPERATE WITH TRANSITIONS IN SUCH EVENT.
10) International Use
Transitions does not represent that all content, materials, and services on this Web site are appropriate or available for use in all geographic locations, especially some locations outside the United States, and accessing such from certain locations may be illegal and prohibited. Those who do access content, materials, and services from such locations act on their own initiative and Transitions is not responsible for their compliance with local laws or other applicable laws. User will not access the foregoing where prohibited by law.
11) Time to Bring Claim
ANY LITIGATION OR ARBITRATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USER'S USE OF TRANSITIONS' SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES OR USER AGREES THAT IT WILL BE PERMANENTLY BARRED.
12) Integration; Severability
This Agreement incorporates by reference any notices contained on this Web site and constitutes the entire agreement with respect to User's access to and use of this Site. This Agreement incorporates any and all engagement agreements referencing this Legal Notice and along with such engagement agreement constitutes the entire agreement with respect to services provided by Transitions. Transitions may modify this Agreement at any time without notice to User, and User's use of this Site and/or engagement for Transitions’ services constitutes User's agreement to be bound by such modified terms. Any provision of this Agreement which is determined by a court of competent jurisdiction to be unenforceable in any jurisdiction shall be severable in that jurisdiction without in any way invalidating the remaining provisions of this Agreement. The unenforceability of any provision in a given jurisdiction shall not make that provision unenforceable in any other jurisdiction.
The information presented on this Site is for informational purposes only and should not be construed as accounting, tax, financial services, human resource, insurance, or legal advice to User or others. User should consult a professional advisor that is familiar with User's particular factual, legal, or tax situation before making any decision. Transitions recommends on every form contract that User review all agreements with User's own legal and tax counsel. User agrees to do so prior to signing any form, and prior to relying on any information or general suggestions or advice that Transitions gives User.
13) Compensation for Testimony
For furnishing the services provided under any engagement with FP Transitions, the User agrees to pay to FP Transitions the fee indicated in such engagement. Compensation under any engagement does NOT include time spent to testify or support consulting or valuation results in court or in an arbitration proceeding. FP Transitions shall be under NO obligation to provide such testimony or support and such services are not contemplated, warranted or provided under any FP Transitions engagements. If anyone from FP Transitions is compelled to testify by subpoena or court order on User’s behalf then User agrees to pay FP Transitions liquidated damages in the amount of ten thousand dollars ($10,000), plus business class airfare and reasonable accommodations such as lodging and transportation. Under NO circumstances will FP Transition be required to release ANY proprietary information such as specific valuation methodologies, supporting data, market comparables or other clients’ information. If FP Transitions is compelled by subpoena or court order to produce documents, you may or may not be notified in advance of such production of documents for an opportunity to quash such subpoena.
To communicate with any Seller on FP Transitions, User agrees to the following:
The User has or will request information from any prospective Seller ("Seller") of any practice listed on FP Transitions and located by User on the FP Transitions' site. As a condition to Seller's furnishing such information to User, Seller requires that User treat confidentially all information furnished in connection with this considered transaction (collectively the "Evaluation Material"), whether furnished before or after the date of this Agreement. Seller also requires that User communicates solely through the FP Transitions website unless the Seller and FP Transitions explicitly requests otherwise. As used in this Agreement, the term Evaluation Material means: (1) proprietary information of Seller's businesses; (2) information marked or designated by Seller as confidential; (3) information, whether or not in written form and whether or not designated as confidential, which is known to either party as being treated as confidential; and (4) information provided to User by third parties which User is obligated to keep confidential. Evaluation Material includes, but is not limited to, client lists, marketing strategies, books and records, financial reports, client demographic reports or studies, client data, trade secrets, billing systems, seminar materials, teaching materials, brochures, techniques, models, data, programs, documentation, processes, know-how, marketing plans, and technical, software or programming information unique to Seller's business. In addition, User shall honor the confidentiality and privacy obligations set forth in both User's and Seller’s privacy statements.
User acknowledges that any disclosure of Evaluation Material will cause irreparable harm to the Seller/owner of the Evaluation Material. Accordingly, User agrees not to disclose any Evaluation Material, directly or indirectly, under any circumstances or by any means, to any third person without the express written consent of the Seller/owner of the Evaluation Material. User agrees that he/she will not copy, transmit, reproduce, summarize, quote, or make any commercial or other use whatsoever of Evaluation Material, except as may be necessary to perform their due diligence. Further, User agrees to exercise the highest degree of care in safeguarding Evaluation Material against loss, theft, or other inadvertent disclosure, and agrees generally to take all steps necessary to ensure the maintenance of confidentiality.
This Agreement shall not apply to any information now or hereafter voluntarily disseminated by Seller to the public, or which otherwise becomes part of the public domain through lawful means. User agrees that upon termination of the due diligence process or the transaction contemplated herein, and upon request of the party owning or supplying the Evaluation Material, he/she will promptly return to the owner or supplier all Evaluation Material in whatever form, that may be in their possession or under their control.
User agrees that in the event User fails to abide by this Agreement, the Seller will be entitled to any and all remedies provided under the law.
User represents and warrants to FP Transitions that User has full authority to enter into this Agreement and to bind User and User's company to these terms.
The obligations on User as set forth in this Agreement will continue for as long as User is in possession of the Evaluation Material and for an additional period of 3 years from the date of this Agreement. User acknowledges that he/she has read and understood the terms of this Agreement, and has had an opportunity to consult with his/her own legal counsel.
Except where noted otherwise, all Site contents are Copyright 1999-2016 FP Transitions, LLC, and all rights to this content are hereby reserved. No page, article, form contract, or listing, in whole or in part, or any other materials on this Site, including but not limited to the text, graphics, sale price or seller’s location, and html code, may be reproduced, republished, or transmitted in any form by any means without the express written permission of FP Transitions, LLC.
15) Corporate Program Agreements
Any broker-dealer, custodian, insurance company or any other sponsor (“Sponsor”) that has executed a Corporate Program Agreement agrees to promote any client of Transitions that is also a client/representative/affiliate, etc., of Sponsor. Sponsor shall assist Transitions to affect deals for such clients. However, Sponsor specifically agrees not to disclose to anyone the identity of any of Transitions’ listings clients or assist such listing clients in finding buyers outside of the clients’ engagement with Transitions. Sponsor shall neither identify listings clients to others, either inside or outside its network, nor do anything that could assist anyone inside its network or outside of its network identify who a listings client might be. Rather, Sponsor agrees to direct any representatives it feels may be a good fit for such listing clients to Transitions for engagement and assistance.